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Agenda 09-10-19 B1 1 �►.�+'I �1 Q�,�\�\„B E AC Ki C R A COMMUN 's EEVELSENT AGENCY Community Redevelopment Agency Board Meeting Tuesday, September 10, 2019 -6:30 PM Intracoastal Park Clubhouse, 2240 N. Federal Highway 561-737-3256 REVISED 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. 2019 Florida Festivals & Events Sunsational Awards 8. Information Only A. Marketing and Business Development Campaign B. Public Relations Articles Associated with the BBCRA C. Business Development Board Membership Dues 9. Public Comments 10. CRA Projects in Progress A. 8th Annual Boynton Beach Haunted Pirate Fest& Mermaid Splash Event Layout& Parking Overview B. CRA Economic Development Update C. Historic Woman's Club of Boynton Beach (HWCBB) Stage Wall Mural U pdate 11. Consent Agenda A. Financial Report Period Ending August 31, 2019 B. Approval of CRA Board Meeting Minutes-August 13, 2019 C. Approval of Renewal for Delray Finest Signs & Graphics, LLC's Consultant Agreement for Graphic Design Services D. Approval of Commercial Rent Reimbursement Grant Program in the amount of$21,000 for Coastal QSR, LLC d/b/a Taco Bell located at 2319 S. Federal Highway E. Approval of Commercial Property Improvement Grant Program in the amount of$50,000 for Coastal QSR, LLC d/b/a Taco Bell located at 2391 S. Federal Highway F. Approval of Commercial Rent Reimbursement Grant Program in the amount of$21,000 for Common Grounds Brew& Roastery, LLC located in One Boynton at 1517 S. Federal Highway G. Approval of Commercial Property Improvement Grant Program in the amount of$25,000 for Terre Noire Properties, LLC located in Marina Village at 625 Casa Loma Blvd, Suite K H. Approval of Commercial Rent Reimbursement Grant Program in the amount of$8,400 for Angel's Secrets, Inc. located in Ocean Plaza at 640 E. Ocean Avenue, Unit 9 I. Approval of Commercial Rent Reimbursement Grant Program in the amount of$18,128.40 for Tokio Inc. located in One Boynton at 1351 S. Federal Highway, Suite A-307 12. Pulled Consent Agenda Items 13. Public Hearing 14. Old Business A. CRA Board Discussion and Consideration of Executive Director's Annual Tableau Performance Review (7/9/19) B. Discussion and Recommendation of Fiscal Year 2019/2020 Budget REVISED C. Consideration of Resolution N. R19-03 Adopting the CRA Budget for Fiscal Year 2019- 2020 D. Consideration of Amendment of Terms for the Lease Agreement with the REVISED Boynton Beach Congregational United Church of Christ, Inc. for the CRA Owned Property located at 115 N. Federal Highway for Temporary Use E. Consideration and Discussion of the Letter of Interest Submitted by Bride of Christ Tabernacle Church for the CRA Owned Property Located on NE 10th Avenue F. Ocean Breeze East Update and Consideration of Purchasing REVISED Washers/Dryers for all Dwelling Units G. Consideration of an Interlocal Agreement with the City of Boynton Beach for funding of the MLK Jr. Corridor Redevelopment Project with Centennial Management Corporation H. Consideration of a Purchase and Sale Agreement for the Property Located at 100 E. Martin Luther King Jr. Blvd fka Family Dollar 15. New Business A. Approval of Waiver and Commercial Rent Reimbursement Grant Program in the amount of$15,000 for Boca Babes OBGYN, LLC located in Marina Village at 625 Casa Loma Blvd, Suite K B. Approval of Waiver and Commercial Property Improvement Grant Program in the amount of$18,000 for Common Grounds Brew& Roastery, LLC located in One Boynton at 1517 S. Federal Highway C. Consideration of the Purchase and Sale Agreement for the Property located at 1001 N. Railroad Avenue D. Consideration of Broker of Record Contract for Property and Casualty Insurance with Plastridge Agency, Inc. 16. CRAAdvisory Board A. CRAAdvisory Board Agenda- September 5, 2019 B. CRAAdvisory Board Meeting Minutes-August 1, 2019 C. Pending Assignments D. Reports on Pending Assignments E. New Assignments 17. Future Agenda Items A. Consideration of Terms for the Purchase and Development Agreement with the Community Caring Center Boynton Beach, Inc. (CCC), for their property located at 145 NE 4th Avenue B. Discussion of a Joint Venture Agreement C. 2019 FRAAnnual Conference CRAAdvisory Board Reports 18. 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 TESTIMONYAND 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 IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS 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. 1 I, B E AC H C R A COMMUNITY CRA BOARD MEETING OF: September 10, 2019 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 7.A. SUBJECT: 2019 Florida Festivals & Events Sunsational Awards SUMMARY: The Florida Festivals & Events Association (FFEA) is the statewide organization of professional festival and event planners, managers and marketing from both the private and public sectors. FFEA is a not-for-profit association dedicated to supporting and promoting more than 4,500 festivals, events, and fairs in the state of Florida through education, networking and dissemination of information, and the cultivation of high standards. The FFEA announced the winners of its 2019 SUNsational Awards during their 25th Annual Convention and Trade Show held this year in Naples, Florida on August 20, 2019. Award nominations were accepted in nine categories, including Printed Materials; Outdoor Advertisement; PR/Media Campaign; Photo; Promotional Item; T-shirt; Broadcast Media; Multimedia Marketing; and Programming. Each category included three budget levels. A total of 190 events submitted for consideration. Nominations were judged by a blue ribbon panel represented by media outlets, printing companies, website designers, photographers, promotional marketing professionals, and social media experts. The Boynton Beach CRA submitted 23 entries, in various categories and received 10 SUNsational awards for the following (see Exhibits A-J): 1st Place-Annual Report 1st Place-Radio ad: Boynton Beach Haunted Pirate Fest& Mermaid Splash 2nd Place-Event Photo: Boynton Beach Haunted Pirate Fest& Mermaid Splash 2nd Place - PTV Pirate Television Social Media & YouTube : Boynton Beach Haunted Pirate Fest& Mermaid Splash 2nd Place-Promotional T-Shirt: Holiday Boat Parade 2nd Place- Calling All Captains Flyer: Holiday Boat Parade 2nd Place-Event Map: Boynton Beach Haunted Pirate Fest& Mermaid Splash 3rd Place-PWMedia Campaign:Boynton Beach Haunted Pirate Fest& Mermaid Splash 3rd Place-Promotional Mailer:Boynton Beach Haunted Pirate Fest& Mermaid Splash 3rd Place-Billboard:Boynton Beach Blarney Bash For a complete list of winners, visit www.ffea.comisunsational-awards. FISCAL IMPACT: FY2019-2020 Budget, General Fund, Line Item 01-51010-216, $550.00 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (pages 128 — 131) CRA BOARD OPTIONS: No action required unless otherwise determined by the Board. ATTACHMENTS: Description D ExhibitA-J Exhibit A- 1st Place -Annual Report BOY �Q E COMMUNITY REDEVELOPMENT AGENCY' Exhibit B- 1st Place-Radio ad: Boynton Beach Haunted Pirate Fest& Mermaid Splash qj�..cwe y: 1 £*�F) � f g,. 6 J I�l Exhibit C - 2nd Place - Event Photo: Boynton Beach Haunted Pirate Fest & Mermaid Splash - �s - - t pp'fAf �n1+P{) i Exhibit D - 2nd Place - PTV Pirate Television Social Media & Youtube Boynton Beach Haunted Pirate Fest & Mermaid Splash oynton Beach Haunted. Firate Fejt and Mermaid Splash BREAKING NEWS, Mermaids Sighted In Boynton Beach! Like Boynton Beach 1-111atinl.' i� Plraie Fest -and, Mermaid Splay,sfi for more updates, andshafe to spread Une news! -r"'BBF-IlrateFest -#Merma'1dSPfa,�--,h #,BBCR,A, ,vjY6",v,.,fa,cabQ-ok,,com LEARN MORE Exhibit E - 2nd Place - Promotional T-Shirt: Holiday Boat Parade R y IRM t �i 0t t Y > ii1s j B0AQ�TPARAREr s Ik %st11� s 11 IM KI IATNF i I �nyu[o�tb ash+l]e yHedch i �1��sss4 �; 1s 4 >�} �s �rt� �- tis s s 1S!('fls sail � Exhibit F - 2nd Place - Calling All Captains Flyer: Holiday Boat Parade OLID AY f --BOAT PADADEM-- r ns; k i r + Exhibit G - 2nd Place - Event Map: Boynton Beach Haunted Pirate Fest & Mermaid Splash A p t m � V' I I i Iii rlipt�IV,,III 1 i t _ t 1 aa� 1NF4[2kRATEOId _g -, _ j V sXi k FIRSTAID _ ��- _ .•G BLACK PEARL 0 ATM — HOBB'S COVE SQUARE 0 INFORMATION FIELD OF DANGER VENDORSc d.. BUCCANEER BAY F000 MAGIC BAR ]'�PORT-0-LET "t WALKER D.PLANK a POSEIDON'S REEF FULL BAR FORBIDDEN ISLAND Q MEAD BAR -- �� _ - �-�` �. k N SIREN'S GROTTO .LIVE CANNON MERMAID LAGOON PIRATE ENCAMPMENT e fit\i�tit i r TREASURE HUNT - ADVENTURE ISLAND LIVE MERMAIDSxxrc- DARK WATERS i U caao Rai " 'S VtV t1 Il-"� cnxNnu f � fi { � a � )� VOLUNTEER �o :} � BAH NOSPIFALFTY ti t R6BH3 G6VC�dA$T't}i`}g Of Rae , i'�IR�J. oxen tacMc t(CS�SP �`4 lUV 1�t; F1El.0 CSF BANt}Pgt�� I ( 1 � 3� �{&V 5 UWANIL H RAY '10 E OCEAN AVE E OCEAN AVE aa,. It + n i � FA ' tt }}2 MANHfT P r} 7 -40 N ��„�� Ou,.u. _ FLiiRIflA �{� n�Y/�� l u vona�ntln�brmnx<ae�a�e. VIV� P IlIIIcN3.r , �ft�t [m NormWaaameoa t�i ALKER Cl PEA �BAR 4 5T. ti` s eG��3e i "'e 'orGTa��o4�ee�"a' _ ( Oceoben Y]�4�O BaE 1:3D pm �{�" O® > S QS tl �6p}� L L151k A ilfVrwY Fa""'"w� U[TRA e® I mT.` ��. Su S ys....,,-• .�.C�.Y�' F[EStiv �q�q'ISY Exhibit H - 3rd Place - PR/Media Campaign: Boynton Beach Haunted Pirate Fest & Mermaid Splash - ,rA�- s�„`i}f�)i� Ji;;. i;t )}� 'F4 ti�}I rs f\i!a➢i1�}r t f{is t{s��,t;' t s 11tsS Y)�1115�1}¢t�r it'�i�it41 til t!r t iii :1,; 4, tf }� jt�s r`-� _ t k :`t l�`.. rl``{i}�1 ii lilt�t, tl'•�,s r :'�1 1 k i i if tp i IIs!{�(„i;l��! i trf t)is r;y\\7�f)(r4�` trrr i s>.(i�.tl +�i ”`i s)tJ ii�tr 4ii�ll7`Syf)i��t f N�r'I},` ,. A- �., ?__. - �{ t, ..... � `-��f - - _. .� �,_ �.%r:;t•-:, 1 i t, 1 i ii(��l it �i ft�t{{)i�3{r yl'4r)�J?l��ltii;f i�t}SS;l11t tS�il�,S��}��lry,9lY;��t i�rsiti s��,t J `1 a r ;� a Exhibit I - 3rd Place - Promotional Mailer: Boynton Beach Haunted Pirate Fest & Mermaid Splash eLY OIFI it lj. l t- r i k N i t Usti iY ff l a II t PRE-qt 1 LL 3Y is awg 14R g T CRA 4MIR L 91.Mal' F.iwlh Exhibit J - 3rd Place - Billboard: Boynton Beach Blarney Bash ,4 9-,9 Pm w o l — - URR .., u� � s 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 INFORMATION ONLY AGENDAITEM: 8.A. SUBJECT: Marketing and Business Development Campaign SUMMARY: As approved in the Fiscal Year 2018-2019 annual budget, the CRA provides marketing and promotional assistance to businesses located within the CRA Area throughout the year at no charge.The following items are just some of the marketing and business promotions that were provided by the CRA during the past month. The 8th Annual Boynton Beach Haunted Pirate Fest & Mermaid Splash PTV (Pirate Television) videos — It's that time of year again and staff is gearing up for the 8th Annual Boynton Beach Haunted Pirate Fest & Mermaid Splash. CRA staff created a social media campaign PTV Pirate Television to promote various components of the Boynton Beach Haunted Pirate Fest & Mermaid Splash event. The campaign features five (5) professional videos to be aired on social media with a combination of paid, organic, and live posts that highlights festival sneak peeks, event news, sponsor showcases, business development spotlights, and various aspects of the festival. The primary objective of the campaign is to engage our social media audience and potential attendees with fun, unique, and creative content. PTV mimics a news broadcast, so there is no shortage of "breaking news" about all aspects of the event. Another key aspect is to promote the offerings of the local businesses participating in the event. Each business will receive a chance to highlight what they will be offering during the event on Facebook Live videos. The first PTV video aired this season on August 2, with the Boynton Beach Haunted Pirate Fest & Mermaid Splash Proclamation. On August 23, PTV promoted the Hooks & Tails Costume Contest. Stay tuned for the Sponsor Showcase, PTV will highlight the official event beer Pirates Rebellion sponsored by Due South. The next business development Pirate sighting "Pop-Up" Event is scheduled for September 20th with Capt. Jack, staff will be visiting the first four (4) businesses that are signed up for the Pirate Fest business development section at the event. (Exhibit A) Cost: $6,245 Atlantic Current Magazine - A full-page Pirate Fest ad was created for the Atlantic Current Magazine in hopes to reach a younger demographic, with 70% of their readers ages between 21- 44 and 42% of which are ages between 21-34. They have roughly 28,250 readers and 10,000 magazines distributed to over 100 locations across Palm Beach and Broward Counties. Their magazine is released bi-monthly(see Exhibit B). Cost: $800 Social Media Video Ad Campaign - CRA staff created the Small Business Video Ad Promotional Campaign to promote local businesses as part of an economic development initiative to encourage growth and development in Downtown Boynton Beach. The Small Business Video Ad Promotional Campaign. Featured businesses this month included Boynton Beach Parasailing, Driftwood, and Phairis Luxury received the CRA's assistance for their videos during the month of August (see Exhibit C). Cost: $1,185 total ($395.00 per video) Social Media - CRA staff utilizes social media platforms (Facebook, Instagram and Twitter) as a way to build awareness and engage the residents, visitors, and business communities as to CRA projects, developments, and grant opportunities. In the month of August, the CRA staff created 23 posts, which reached 13,063 people and received 1,725 engagements such as likes, comments, shares, clicks (see Exhibit D). FISCAL IMPACT: FY2018-2019 Budget, Project Fund 02-58400-445, $1,185 FY 2018-2019 Budget, Project Fund 02-58500-480, $6,245 FY 2019-2020 Budget, Project Fund 02-58500-480, $800 (subject to adoption of FY 2019-2020 Budget) Total $8,230 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description D ExhibitA-C D Exhibit D Exhibit A - PTV Pirate Television Boynton Beach CRS *00 BREAKING EINS! Pirates have been spotted off the coast of Boynton BeachM P g V-'BBPorateF st. Boyntuan Beach Haunted Pirate Fest and Mrr akl. SpJash iz �' '�ttr � is r c 1, , { x - , n r AMWMMMW THE FIRATES ARE COMING Omber 26 2720141 A,- v,;,�3n F,iEn ,. ..am Stant Watch Party 4061 P' apla IReRched Esn sgsments ii I 4. °I1 Comm-tents 19 Dares 05 Like Cuument share Most Relevant. Exhibit A— PTV Pirate Television Baynton Beach Haunted Pirate Fest and rOermald Splash Page Inbox M Events Nctificat l€ns 0 Insghts Publishing Tools rAore jillp Liked Zh Foilowirg Share Like reply ?Nnes„age 30, Vieoi 11 mere comments � s Baynton Beach Haunted Pirate Pest and Mermaid Splash: "®° Publ. hAd by Az rr HUSsesn . nr.,gusl 23 al 12-23 I'M BREAKING NEVVS1 Mystenous characters have beer,spotted entering an Boynton Beach undisclosed location PTVHLoKsanriiallscustuiireCoi�te~t Haunted PirateFest The 8M Annual Haunted Pirate Fest&hate maim Splash and Mermaid - - Splash l Homed About Photos Events , - Videos Posts HOOKS&TAILS COSTUME CONTEST ANNOUNCEDI T0cS: vzil`1V%NrEEPIRATEEE5TCOM, Stapp Hooks&Tads Costume Contest Learn More Groups Notes 616,88 298 People Reached EDgagemprats Offer-, Jobs 0aaste.d on Aug E3,2019 I'mishos m 3 claps Ey Az im Hu s=-a in Community Pec late liistagram Peached &4K TlvuPlays 761 Reviews Vet[ELpSi 4€S 71 1 Comment 20 Shares Manage Promotions.. 6Like Coninnent r Share - Exhibit B —Atlantic Current i = t ° L14, t u 1�Y i■ 1 ,_ i t � p 1 �. 2t l BOYNTON BEACH PARASAILING Boynton Beach Parasailing.com BOYNTO D ,/�, 735 Casa Loma Blvd Slip 16,Baynton Beach,FL 561-359-$359 �BEAAH Ft -'1 COMMUNUY€€6E4€iOPM€MTAG€NCY - s }a 1s i � ":th;,� i 77 r1 jjS t s D S' r 1t�\ - 1S tq$i t Itil� �i r7 T 1� r f 4 _ 4{Y �) ' DRIFTWOOD DriftwoodBoynton.com BOYNTt'�I � 2005 S Federal Hwy! Y Bo nton Beach, FL • 561-733-4782 =BEACH `•/ C9MMUNIIY 4EUENE#4PMEM AGENCY Exhibit C — Social Media Video Ad Campaign S 1 t �,�� »S t 11 t � y} ', �'�' t,•� is �A ta�xnt i i��i3i+� �11�r,: ii Ft 4 F$ -y j )�I31 S� } t 4 w CRA Project Development Social Media Activity: (August 2 — 27, 2019) Facebook- Below are 6 of 10 total posts:Total Engagement for all 10 posts is 1,460 (Likes, Comments, Shares, Clicks) erformance for Your P,os Boynton Beach CRA ... Published by Mercedes Coppin August 211 at 5:00 PM 4 2,431 Town Square is on its wayl Great aerial view of the progress an this pr ect. City of Boynton Beach.Government 1,072 Boynton Beach CRA #Redevelopnientworks 111 & #boynton,beach 43 30 A 4 4 0 Y 3 1 2 vdc�w 0 1-1 P s,t share�,, 4, III 10 5 cornrn4�11's 'Dr,,Po'�t sh'ares, 30 0", d ups 16 15 1 st ')n ShaI�.-,s S h,d t�,S on,P�1 340 P`o-si eD�icks *0, Get More Likes,Comments and Shares 45 0 255 I0 ; When you boost this post,you'll show it to more people. Ptiv �j ler G"Ir:p-, d NEGATIVE FEEDBACK 2,431 451 0 1-fide/,"H C�sls People Reached Engagernents 0 Reper I a,,,,Sicami 0'Ui.i F Violet Dralko, Renata Lima and 46 others 9 Comments 15 Shaies .,�ats ma,bf!de-',v,�ed rrk xhw cm p',','r,ts Like comment Share The below 9 comments are associated with the above post from Boynton Beach CRA Facebook followers. I G V Top Fan Ibeen -ward to it'SO Susan Oyer So,many decades my famfly's buildings have bneeMichelle Ivette Looking fo[ almost it. So happy we aile getting company on 40ceanAve Can't Like Reply Message 2w wait for the hotel and restaurants at the west end.So excited to go to events at the restored Historic Boynton High that so many farnily tp Top Faq members and friends shave fought to save.So excited for Cry of Marcia Levine LIKe I always say Boynton Beach... we are on the is Boynton Beach,Government Is next 100 years starting in new bufldingM move,(# #'Boyntici-000 Like Reply Message 1w Like Reply Message 1IIv Shannon Kane Where is this Candy Torril Brueggemann Beautifully done videaN Love it]I Like RepIIy Message 1w thinly I saw roof trusses going in the otfier day at Seacrest and Ocean.... - Boynton Beach CRA Shannon Kaine This is the Town Like Reply Message 1w Square Project, the redevelopment of City Hall, Library is and Cather City buildings. It is located on Boynton Beach Laure,Carafello H-fistov That's exciting! Blvd East of 195. Like Repiy Message 2 r Like Reply (D Jerry Alley It see Nicole Trent Lbws house Carla Weinlein McBride k4ichael James Like Reply Message 14P Like Repiy Message ivI, Performance for Your Post Boynton Beach CRA was live- ... Published by Azinn Hussain `, August8 at 9:10 AM 1,242 We are here celebrating the Ribbon-tufting Ceremony for the complet n of NW 11th Avenue and a groundbreaking ceremony on two new Habitat 619 o Vit,., homes for the Model Block project) & eacfions, Con &�'h 45 38 7 4 3 1 6 4 2 0' 4 4 0 F,,1,e,S C";-,Fjo-,Ot F—,i S i a 10 120 Posi Ucks 14 gUll 19 0 101 is F1,1 ks b,,�P 3,V i ('11kcp"s )Ikher'..'lick's i NEGATIVE FEEDBACK 0 1 -�60 Pt.."s'T's I I�IF!e I 0 Repert ais Spal-rF 0 -in;Jke Get More Likes,Comments and Shares Boost this post for$7 to reach up to 680 people. RFcp3aed stat-'s Fray F0,at OF' is 1,242 177 People Reached Engagements Law a Simon,Michael Simon and 36 others 4 ComnOents 4 Shares Uj' Like comment Share The below 4 comments are associated with the above post from Boynton Beach CRA Facebook followers. V 1rnent - 9 AAe n, con Chris Roberts 17,39 Loved being able to watch this ceremony from the coimfoft of my air conditioned home. Like Reply 4:,%e Charlene Simon Great fob1 Like Reply 4%,%,, L,aura Sirrion C on g ratu I atio n s on a great project for the community! Like Reply IN Chris Roberts '15`,.-,-`8 Congratulations to all and greatjob! Like Reply 4w orr�lance or r Post Boynton Beach CRA ... August 16 Ft 12A1 PIA 0 829 The Town Square Project is coming along beautifullyl Check out the progress or,,the NEW LIBRARY1 City of Boynton Beach,Government Boynton Beach City Library 51 51 0 �BoyntonBeaclh#Redevelopmentworks#Love B oyntonGeach 0 L 1r.,s On'P""�st 1,Dn Snaie.s 3 3 0 C) _o,_.e ,,)r"Flao'M 3 2 1 ,.;n,rn e i-i '-'m Past On Snaies 2 2 0 Shai es n S r,a 43 11 0 32 1 u o V1 e w"." fjnk Ulkf,�'s 'Dfhel Ciff."'s NEGATIVE FEEDBACK S 01 I'd 01, AH V, Ma 829 102 People Reached Engagements OC)53 2 Comments 2 Shares 0�) Like comment g> Share The below 2 comments are associated with the above post from Boynton Beach CRA Facebook followers. conimen!— @J Top Fan Marcia LeAne What.--walt-.Ahis is fantastically amazing!, I re me mber when one �ivall way u p 11 G o Boynton. 1, Go Boynto n 1 10 Like Relally , Message 2w , LE-Afted Top Fan Suszn Oyer, Excitedi; to see the newest city hal[—we've had so many. Not crazy about the edge being so close to the raadi. But hoping all the sha=de trees and; butterfl y Ian A scapi ng makes it dazzle! Save the Mala buItemy 41 Like Baldy , Message 2w erformance for Your B.ynFGn Beach CRA A,,g—t 7 t 5 00 PMI 0 1,666 -eci Checkout the before and aftew photos ofNVV 11th Ave.located right ne to Poinciana STFM,Elementary Magnet School,in the Heart of Boyntoni 110 SUrp to loin us tornorrow at 9AM for the Model Block Ribbon Ca-AIlng& P"P,, Home Groundlo,reaking. 79 51 2 --RedevelopmenONcrks---Bo),r.lanBeachCP—,' 0 LA,,c', On po,-A ,n 5 3 2 2 1 ......... p An.qrr F"Os" On Share- 22 7 151 P 2 2 0 shan,s On (-)r, 261 C U 70 4 187 I'llato vie"'-s LnOflh,,r("licks v HPGATIVE FEEDBACK 0 lfv.Pr,, A 0 1 Cie A,I F,o S 1,,-" ....... .......... 1,666 0 e po q a fma! 0 Unkke flaqe 371 People Reached Engagernenls is ,5�. 5 Comments 2 Shares; dr Like F—I Comment sm-lare The below 5 comments are associated with the above post from Boynton Beach CRA Facebook followers. C111 LOJ Jennifer Giddens Nice job 0 1 Like Reply Message 4w Chris RobertsWowl What a difference'The,local,neighborhood must be thrilled. Go CRA for taking a blighted property and refreshing it! Like Repiy ` message Llhv Susan Chassen Rubel Looks great!What a difference. Like Reply Message 4},v Laura Parsons Just makes parent drop off and pick up more difficuit.. Like Repl'y ` Message 4w Edited Jennifer Mullins P was going to ask what is the drop OF process now, looks nice though. I 1ke RelAy Message 4,,v Poinciana STEM Elementary Magnet School Drop off is still' the same, but now thefe's a dedicated turn lane for the school Uke Pelaly Mess,'mcle 41x Jennifer Mullins Poinciana STEM Elementary Magnet School that will help for sure! Performance for Your Post Boynton Beach CRA August 1�at6:33PM 1,129 People,Ren.a,-h,,.-,,J Did you know that the City of Boynton Beach,Government has a Neighborhood Officer Program that is funded by the Boynton Beach CRA 406 3"ecrd Vdl—o Views & 42 i 33 6 5 4 1 Lt-',vt, On 1"S" i 1 S 1 res UMulk 3 3 0 47 P,, t Get More Likes,Comments and Shares 1 0 46 When you boost this post,you'll show it to more people. il-;fr"s tcl FIa", Lr3ti .,k'S 'r.r, NEGATIVE FEEDBACK 1,129 89 D i 2�:k,Post A3 1 i!,,,J-c;-�f People Reached Engagements 0 Rept. ,n 0 12nisk"c' tlaa.& 0031 1 Comment 3 Shares 0�)Like comment Share Boynton Beach CRA shared a live video ... Published DY Aztm HUSSain i't August 6 at 2:-;71 PM 463 VV0VJ1!City of Boynton Beach. Government replanting this 65 year od Kapock free in Downtown Boynton BeacN #Redvelopmentworks--'BoyntcinBeachCRA#Ctad ofBoynt0n Beach x�- P! IM N't I 10", M, a W� sr Q % CRY Of ROYInt0l]Beddl, Like Page Au g usit 5 at 2 08 PPA Hare,We gGI The Kapock tree 4 is mavigg across the streel.in#Dcwnto°,vnBoynton as parf of the #TavaiSquare redevp1olannent 1,102 143 Boost Unavailable People Reached EngalDements 37 3Commenis 6 Shares orril r-> Share I V Instagram —Total Engagement for 5 posts: 160 (Likes, Comments, Shares) boyntonbeachcra Following . . boyntonbeachcra The#bbcra took home 10#sunsationalawards! 'bnntonbeach 7ffea1g 7av:fards "florida#festivalsandevtints#ffea q , baileysblendzboynton Congratulations!!! 2 600p6p 1)1 v lil Liked by baileysblendzboynton and 21 others l l l l r 22 1 0 0 2 264 1 Vi �w � . _,. boyntonbeachcra - Following � . Boyn:ar,,Beach,Floi Jda 7m ., �� boyntonbeachcra When was the last time you got out to the Boynton Harbor Manna~? * edeuelopmentwoPks #Boynton BeachC RA . Boynto� beachNsk�ing rmarinalife .- 4marina,#v eeker,cl k. a . j jennshiinn_otn#last weekend L Liked by balleysblendaboynton and 38 others l 39 l l l l l 2 4 2 l 6 484 l Delaisit Reac boyntonbeach ra - Following Do nzor,3tach,Florida tdifr boyntonbeachcra The @cityo.fboyntonbeach, @boyntonbeachcra and @habitatspbc celebrate the Ribbon-Cutting - Ceremony for the completion of N" 1 nth Avenue and a groundbreaking ceremony an two new Habitat homes improvement for the Model Block provement project!#Redevelopmentwoi tRoynt75eachit}oBoynton Beach hAhoitAffnrhiimatkitxr�rhnmPmr nPr i Li n Liked by baleysblenrdzboynton ar',ci' 36 others } 3 i r r r r r r 37 2 0 r 392 Profile V7 hr oyntonbeachcra F Following boyntonbeachncra Aerial vier of the - �,t , nearly completed Sara Sires Park,. locates right in the Heart of Boynton! l' f edekFe olannentworks 4" r #boyntonbeach'boyntonbeachcra r mm #IoDvefl#"parrs#parksandrec V � � i 'HeartofBoynton u 4, cfboynton WN go Lj SI}1{(B7 itl Liked b belle ledbo ntoo�and `r�SVs�1 �N � >til y 3sJ r 4{s`y �� , a r� r 32 others �I� £ fifiy� y e e 33 'I 1 Q 372 F F Twitter— Below are 6 of 8 posts total posts:Total engagement for all 8 posts is 105 (Likes, Comments, retweeto clicks) Catch Boynton Beach k�a�8cy ntonBeaa hCRAAug1 Town Square is on it'sway! Great aerial view ofthe progress on this project., � Ill , itv t,css -. � aAp �( S�� ,v$ 2. r{ 2, � r X Tweet, Analytics tics Catch Boynton Beach C,I t',"a Town Square is on it's way! Great aerial view of the progress on this project., Qcit ofboyto BoyrntonSeachrl R #Redevelpmentworks #boy+ t nbeach pic.twitter.com/9SdH:gfC35z Impressions 381 Media views 4 air .iPew(:? r.rir?ld 'r,-)C.atr _or.€, v.et„r Wit_°-i _F_s Vde,,--.,s, sef ries. {61 :.�I?, Total] engagements 19 .i ��rf�J,Qa €�:;.e z w� J v.€ � . rad Catch Boynton Beach (EPP-PoyntonBeachCRA - AUg 12 Did you, know that the @d7yori"boynton �'nas a Neighborhood Off icer Program t t h at i s f u nd ed by th e, Boy ntran B ea c hC RA? 'Co, i —. Bov�--,'-i7,,�i=�Beac��CRA #Bt,�vi,,,,ro��BP-,,a-,--�1,7, N 0 P 41- -,.f,,nnun'tv TL-1 2 LLJ Catch Boynton.. Beach; Did you know that the @cftyofboynton has a Neighborhood Officeir Program that is funded by the @Boynto,nBeachCR.A? #NOP #-CommunAty #BoyntonBeachCRA #BoyntonBeach, pir-Awitter.comiTlYfUL 9y2 Impressions 321 Per.�,;Og- e' f,= Media views 38 z, rried i o- t e 11-1 C vme,-, and�' ('-'!ICK ,v,:,,j ,a are ,(,,�, UP G', a,-rc�,ssvi� ec,� Total engagements 10 7-v,"t V, hic", Catch Boynton Beach @ Boynton eachCR . ALIg 1 When � as the last tinge you got out to the Boynton Harbor Marina in Boynton Beach? ,;r -1,edeve kr-)gym?rnericw" Hk°s t�Boynt, nBeachCR'V's, . .t«„.,, �C "11sil{b� plate s s � s t�Y 12s s i Ss ` w 3,. ®.; fl III Anallytics s � Catch: Boynton Beach 1.cW i_e,.-r €. ,.�°, When was the last time you got, out to the Boynton Harbor Marina in {,=, Boynton Each l edeveloprrient ors oyntonBe hC Pic.t itt acorn,` 0YEa1`t T Im pressions 269 .��", tYliu.. rn'�, as...,'. Ora 1 .N.,��ss ment,f...i E .'s`p..r e,.,F v,,E$E 4 1 N_y t.✓ e. r Catch Boynton Beach @oynton eachC , Aug The �ci-,''NVo D,,--)§r ,ton, �s'(a�� :��m��`6:�.EsnBea :lCRA a n ;�Habitats BC celebrate the Ribbon-Cutting: Ceremony for the completion of NW 11th Avenue and a I groundbreaking ceremony an t ra nem, Habitat harries for the Madel Buck Improvement Project --Red elpni`_ntot�o ks = ;oyntvs=+nBeac 4 � ,r. j11 f3 1 VJ .r r e , k X Tweet Analytics Catch Boynton Beach ..� t ,.;i �_ A The @c1ty of oynton; @Boy r.tonBeachCRA and Hab1t t PB celebrate the Ribbon-Cutting Ceremony fuer the completion of NW 1`nth Avenue and a gfOUndbreaking ceremony on two new Habitat homes for the Model Block Improvement Project! #Redevelopmentworks #BoyntonBeach pic-twitter.com/CD7A4jtx.nJ Impressions 446 Total engagements, 20 Catch Boynton Beach C BoyntonBeachCRA , AUg 5 Meads up The Boynton Reach Womens Club wiil be available for rentals cor e 20201 Checkout the new roof! Real more ;=itlv �OKP i 4C r U y r Tweet Analytics a Catch Boynton, Seach + Heads up! The Boynton Beach Womens Club will be avail able for re I con e202 01 C . 'l ne'u roof! Read Y http1lbit.ly/2O P74 pic.twitt f.ccm/stElR9NZ { Impressions 210 Total engagements tir-i,.s c�e..,Ve 1:hE_ ud+"gym t 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 INFORMATION ONLY AGENDAITEM: 8.13. SUBJECT: Public Relations Articles Associated with the BBC RA SUMMARY: Sun Sentinel: • Article summarizing the C RA's completion of NW 11th Avenue Roadway Improvement Project and the ground breaking for two Habitat for Humanity homes in the Model Block Project (Attachment 1) • First look at renovation of Old Boynton Beach High School Photos in the Gateway Gazette Palm Beach Post: • Photos from the C RA's completion of NW 11th Avenue Roadway Improvement Project and the ground breaking for two Habitat for Humanity homes in the Model Block Project • Boynton CRA offering $1.2 million for Family Dollar Property article (see Attachment 11) Business Development Board 2019 -2020 Annual Business Profile: • Two-page Ad for Boynton Beach (see Attachment 111) CRA BOARD OPTIONS: No action required unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I -Sun Sentinel Article D Attachment II - Family Dollar Article D Attachment III - BDB 2019 -2020 Business Annual Profile Ad New redevelopment project includes two Habitat for Humanity homes - South Florida Su... Page 1 of 7 SUBSCRIBE SECTIONS 4 weeks for only 99(t TRIAL OFFER 14 weeps for How Florida turned into a Snake slithers in and Buccaneers 'Jurassic Park'for invasive pollutes Delray Beach water Suh teache! species I Editorial supply with E.coli rookie guar C ADVERTISEMENT GATEWAY GAZETTE COMMUNITY NEWS New redevelopment project includes two Habitat for Humanity homes By AUSTEN ERBLAT SOUTH FLORIDA SUN SENTINEL I AUG 09, 2019 http://www.sun-sentinel.com/community/gateway-gazette/fl-cn-boynton-beach-cra-habitat... 8/14/2019 New redevelopment project includes two Habitat for Humanity homes - South Florida Su... Page 2 of 7 Representatives from the Boynton Beach Community Redevelopment Agency,the city,Habitat for Humanity, Sklar Furnishings and Publix Supermarket Charities as well as Habitat future homebuyers,Gretta Ceasar and Reginald Moss,both residents of Delray Beach cut the ribbon on the Model Block project at Northwest 11th Avenue.(Boynton Beach CRA/Courtesy) A partnership between the city of Boy -Renity the city's Conununit nu Redevelopment Agency and Habitat for Humanity,of South Palm Beach County cut the ribbon on the completion of the Model Block project at Northwest lith Avenue and broke ground on two new Habitat single-family homes to be built on the new street. The project consists of the development of 16 new single-family homes, seven of which have been completed, and infrastructure improvements within the Northwest lith Avenue right-of-way, according to the CRA. The total cost of the Northwest lith Avenue project is about $475,000, $75,000 of which came from the CRA in the form of an affordable housing grant for Habitat for Humanity. ADVERTISEMENT "What an exciting, meaningful morning celebrating Habitat's relationship with the Boynton Beach CRA and the city of Boynton Beach that will bring the five Habitat single-family homes to this Model Block initiative," said Randy Nobles, president and CEO of the Habitat chapter. http://www.sun-sentinel.com/community/gateway-gazette/fl-cn-boynton-beach-cra-habitat... 8/14/2019 New redevelopment project includes two Habitat for Humanity homes - South Florida Su... Page 3 of 7 "This collaboration along with the generosity of the presenting home sponsors Sklar Furnishings and Publix Supermarket Charities for our first two homes of five to be built will impact each homebuyer family and the Boynton Beach community for generations to come." In attendance at the ribbon-cutting and groundbreaking ceremony were officials from the CRA, the city and Habitat for Humanity, as well as representatives from the two Habitat home sponsors and Publix_SUDermarket Charitiesand the Habitat future home buyers, Gretta Ceasar and Reginald Moss,both residents of=w,Delray Beach. ore i ei boyhood news .Federal r e oft shoes wildlife refuge addtd millions to Palm Beach Qonaty' eco � At 14, when her parents divorced, Ceasar moved to Delray Beach from Alabama. "Her son Marcus was born with several congenital disorders," Habitat wrote in a statement about Ceasar, who has worked for Palm Tran for nearly six years. "The doctors believed Marcus wouldn't live long but with the continuous help of occupational and speech therapy he was able to work through his disabilities. In April of 2015, Gretta was diagnosed with stage three Hodgkin's Lymphoma. After eight months of extensive treatment, the doctors found more cancer. Gretta was ready to give up but when the tests eventually came back benign, she chose to see this as God giving her another chance. Gretta had a new outlook on life and decided to volunteer at a local voting poll." LATEST GATEWAY GAZETTE Federal report shows wildlife refuge added millions to Palm Beach County's economy http://www.sun-sentinel.com/community/gateway-gazette/fl-cn-boynton-beach-cra-habitat... 8/14/2019 New redevelopment project includes two Habitat for Humanity homes - South Florida Su... Page 4 of 7 New redevelopment project includes two Habitat for Humanity homes Gerard Loglo Tennis Academy finds success during summer tournaments Moss, whose parents also separated when he was a child, after graduating from Atlantic Community High School in Delray Beach, cared for his two chronically ill aunts who he was living with until they died. Wore nein orhood newsy Federalsepor—Ishows, wilfflife reffige added millions to Palm BeachCounty's ecno_.... ' > "Reginald was forced to continue to reside in his grandparents' home while taking on the responsibility of fatherhood," Habitat said in the statement. "Reginald is now a proud father of five children: Reginald Jr., Shanikque, Breanna, Ryan and the youngest Reagan, who currently lives with him now. Reginald's passion for helping people is not only evident in the way he serves his family,but also members of his community. For the past 18 years, Reginald has worked in nutritional services at Delray Medical Center." Visit.liabitatSouthPaImBleach.oror call 561-819-6070. Austen Erblat 930 South Florida Community News Austen Erblat is a reporter covering various communities in Broward and Palm Beach counties for the Sun Sentinel Media Group.He has covered music,politics and http://www.sun-sentinel.com/community/gateway-gazette/fl-cn-boynton-beach-cra-habitat... 8/14/2019 Boynton CRA offering $1.2 million for Family Dollar property-News -The Palm Beach ... Page 1 of 3 The Palm Beach Post RFAL NM STAM ME Boynton CRA offering $1.2 million for Family Dollar property By Emily Sullivan Posted Aug 14,2019 at 5:40 PM BOYNTON BEACH —The Boynton Beach Community Redevelopment Agency will propose .................................................... paying $1.2 million to buy back the property on which the Heart of Boynton's Family Dollar stood before it shuttered July 12. ........................................................................................ CRA board members on Tuesday voted 3-2 to pursue the purchase with a letter of interest. The property's price tag would add onto $800,000 worth of land acquisition and grant money previously fed into the project,which once infused the neighborhood with commercial hopes. Steven Grant, CRA board chair, said he was "all in favor" of sending an interest letter for$1.2 million. "If we don't make the offer, we don't have the ability to control the outcome," Grant said, adding the exchange would help position the CRA in"the driver's seat." >> BOYNTON READERS: Sign up for The Post's weekly Boynton Beach newsletter here .................................................................................................................................................................................................................................................................................................................. The 8,100-square-foot Family Dollar sat at the corner of Martin Luther King Jr. and Seacrest boulevards. The corridor is preparing for considerable redevelopment under Centennial Management Corp. that would bring retail options and at least 124 low-rent apartments. ......................................................................................................................................................................................................................... Still, some residents valued the Family Dollar, the first commercial project for the Heart of Boynton in more than 40 years. The city broke ground on the Family Dollar property in March 2015. A chunk of land that was at one time owned by the CRA, the property was passed to Boos-Seacrest for development and sold to Woodcliff Washington for more than $2.5 million. The Family Dollar was open for less than four years, one of 390 Family Dollar casualties this year. https://www.palmbeachpost.com/news/20190814/boynton-cra-offering-l 2-million-for-fam... 8/27/2019 Boynton CRA offering $1.2 million for Family Dollar property -News - The Palm Beach ... Page 2 of 3 Michael Simon, CRA executive director, said Tuesday the property owner, now in California, is negotiating a lease buyout and would ideally sell the property to reclaim his original investment. Simon brought to the board a potential payment of between $1.1 million and $1.2 million. While Grant as well as board members Ty Penserga and Christina Romelus advocated making an offer,board member Mack McCray said the CRA has already invested in that property. PAPADISE IS CLOSE TO HOME EAU PALM LEARN MORE xu "I can't go along with that,"McCray said. Vice Chair Justin Katz also dissented, saying his vote was not a complete disapproval of the purchase but that he did not"know enough to allocate $1.2 million."While Katz said his gut instinct was"to wash our hands of it,"he could not shake that the property"is adjacent to a major project." Romelus said she sees opportunity with the property, and that perhaps a market or produce spot could land there. "There is a food desert there," Romelus said. "People have to basically drive by the Heart of Boynton to get food, and fresh food." Penserga said he also favored a purchase,"just so we can control its future." Grant echoed the grocery idea and said with $40,000 of yearly property taxes on the building, https://www.palmbeachpost.com/news/20190814/boynton-cra-offering-l2-million-for-fam... 8/27/2019 Boynton CRA offering $1.2 million for Family Dollar property -News - The Palm Beach ... Page 3 of 3 the owner could seek better bids for years to come if the CRA does not extend a worthy offer. He called it"foolish"for the board to think the owner would settle for less than $1.1 or $1.2 million. esullivan@pbpost.com ............................................................................. @emsulliv .................................... https://www.palmbeachpost.com/news/20190814/boynton-cra-offering-l 2-million-for-fam... 8/27/2019 £ ` f , f) 5 } 1 `f, �£�,i `�, AS -S � � _ 'fir• d� — — 4 � �� }4�i {1 3. k r C, s {t r7 I - iit CcA f rte ;, r t � '`f7i�IVS}✓ £ {�f �� t \� - "S{�� "} a" Vf+ tf ,,��r Y',t� } zi f _ � - <i s, 1• (Y(it"ss��` sU,ls,S sjli i skY�S�`' {{£ �};s�� lYS` ��( i t ! t a u 1�f t "Cl rk o Vis: . t x 44 4� S i e r £ t �ff n �t I, , £,;BUSINESS,IIEVELDPMENlBDARDi} YOUR,. E0 {,f, BUS t YourEconomcDevslopfiantResourcgk �fut s r i , f>iyf P, - all j r i � u i i ® ! .■ u r ® +r rs91 i i r " 1 � 4t {� Al t ' _� k � � ff s s o' � 8 � k t771 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 INFORMATION ONLY AGENDAITEM: 8.C. SUBJECT: Business Development Board Membership Dues SUMMARY: At the August 13, 2019 meeting, the CRA Board requested staff to provide the membership dues for the Business Development Board. The CRA pays annual dues in September. For FY 2018 - 2019, the CRA paid $2,000 in membership dues. FISCAL IMPACT: FY 2018 -2019 Budget, Line Item 01-51230-226, $2,000 CRA BOARD OPTIONS: No action required unless otherwise determined by the Board. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.A. SUBJECT: 8th Annual Boynton Beach Haunted Pirate Fest & Mermaid Splash Event Layout & Parking Overview SUMMARY: Per the request of Board Chair Grant at the March 12, 2019, CRA Board Meeting, staff has attached the working site map, parking map, and sponsorships for the 8th Annual Boynton Beach Haunted Pirate Fest& Mermaid Splash. The site map (see Attachment 1) has been created and approved by Mercedes Coppin, Business Promotions & Events Manager, Azim Hussain, Marketing, Special Events, and Economic Development Assistant, and Stewart Auville, of Standing Ovations Inc., the contracted event management company. The site map outlines various logistical components, such as: • Location of stages and various attractions • Location of information booths and EMS • Location of kids zones • Placement of restroom trailers and portable toilets • Placement of business development and retail vendor tents • Placement of barricades and emergency vehicles There will be free event parking available at multiple lots surrounding the event site (see Attachment 11). Parking locations include: • Miller Land Planning - 508 E. Boynton Beach Blvd. -ADA Parking Only • First Baptist Boynton - 301 Seacrest Blvd. • St. Marks Square - 512 N. Federal Hwy. • St. Marks Square - 600 N. Federal Hwy. • Ocean One Boynton LLC - 114 N. Federal Hwy. • Journey Church -715 S. Federal Hwy. • Sun Trust Bank-315 S. Federal Hwy& adjacent property Staff has been working to secure sponsorships for the event. Currently the following companies are in the process of finalizing on sponsorship: • The Sun Sentinel • Brown Distributing • Due South Brewing Company • Hampton Inn • Geico • The Florida Panthers • FPL • South Florida Fair • Discover the Palm Beaches • Code Rum FISCAL IMPACT: FY 2019 -2020 Budget, Project Fund, Line Item 02-58500-480, $336,250 for the event. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Attachment I - Pirate Fest Event Layout D Attachment II - Pirate Fest Parking Locations 0 v Federal flwy. x o � a a � ev ti 5 u w O ❑®M®1 w® w a e � H d y N C b © e pq r: w q W ✓; H ©o Q a 0 W © a 0 � a � Q W � F Z Z Q F PIRATE FEST PARKING LOCATIONS 2C)NIr Aveg, w, y 16th Ave N oirtheaa�.g a"t1"ll,ca. 'i 5V Ao7,. 0 Ncnrthen,st 121,h Ave Z M1y. "0 14 n ry { ry p W 1 � S �,i4.ea—n Ave- [a�+.$��f�''�3�:16 e+`�al'�: ! �^a^^.... Boynton Bead ,' << MDa, ' r, CIL FY r O : `t Event Site 4[Free Off-Site Parking �s ' `t Fire Off-Site Parking-Shuttle to Evert bite Hand cap Par �n� 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.13. SUBJECT: CRA Economic Development Update SUMMARY: Below is a status report of the CRA's Economic Development Grant Program and Business Development activities for FY 2018-2019: FY 2018 -2019 Economic Development Commercial Grants Budget: $544,356 Grant Dollars Awarded Year-to-Date: $417,332 Remaining Fund Balance: $127,024 List of CRA Board approved Economic Development Grants awarded year-to-date: 640 E. Ocean Avenue, Rent Alchemy Unit 5 Hair Salon Reimbursement Rent Phairis Luxury 413 S. Federal Highway Bridal Hair Reimbursement Boutique Property I mprovement Beach Tennis 625 S. Federal Highway Retail Rent Reimbursement Novus Escape Room 458 N. Federal Highway Entertainment Rent Reimbursement 640 E. Ocean Avenue, Rent Fly& Flow Fitness, LLC Unit 20 Fitness Reimbursement E & C's Beauty Experience, Property LLC 500 E. Ocean Avenue Hair Salon I mprovement Monnin Properties, LLC 611 NE 3rd Street Commercial Property Building I mprovement Rent 332 W. Boynton Beach Reimbursement 4rProducts, Inc. Boulevard Retail Property I mprovement The Carly Corporation 802 N. Federal Highway Commercial Property Building I mprovement Rent Property Damage Consultants, 125 E. Boynton Beach Professional Reimbursement Inc. Boulevard Office Property I mprovement Alberta Associates, LLC d/b/a 1730 N. Federal Restaurant/Event Property Benvenuto Highway Venue I mprovement Rent Florida Tackle Company, Inc. 1550 N. Federal Retail Reimbursement Highway, Unit 11 Property I mprovement F��rslrrfi4 �r` vl pt�r� ert"la;2t��I Boca Babes OBGYN, LLC 625 Casa Loma Physician's Office Rent Boulevard, Suite K Reimbursement Terre Noire Properties, LLC 625 Casa Loma Property Owner Property Boulevard, Suite K I mprovement Rent Coastal QSR, LLC d/b/a Taco 2391 S. Federal Highway Restaurant Reimbursement Bell Property I mprovement Rent Common Grounds Brew and 1517 S. Federal Coffee Shop Reimbursement Roastery, LLC Highway Property I mprovement 640 E. Ocean Avenue, Rent Angel's Secrets, Inc. Unit 9 Clothing Boutique Reimbursement Tokio, Inc. 307 E. Woolbright Road Restaurant Rent Reimbursement New Business Tax Receipts issued in July and August 2019 located within the CRA boundaries: mb Paige Elizabeth Morris, MD LLC 906 S. Federal Highway Physician The Owen Group Corp 1300 W. Industrial Avenue, Unit 101 General Contractor The 4856 Group, LLC 609 N. Railroad Avenue Unknown Mak Lash and Brow, LLC 618 E. Ocean Avenue Beauty Salon Thomas Dubartell 639 E. Ocean Avenue, Unit 304 Unknown Piling Plus, Inc. 609 N. Railroad Avenue Contractor Florida Investment and Trade LLC 555 N. Railroad Avenue Unknown Swedish Custom Finishing Inc. 651 E. Woolbright Road, Unit E301 Contractor Rose Bruce Yoga, LLC 543 SE 27th Way Fitness FISCAL IMPACT: FY 2018 -2019 Budget, Project Fund 02-58400-444, $554,356 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required by the CRA Board at this time. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.C. SUBJECT: Historic Woman's Club of Boynton Beach (HWCBB) Stage Wall Mural Update SUMMARY: As part of the interior painting project at the Historic Woman's Club of Boynton Beach (HWCBB), the existing waterside landscape themed mural on the plaster stage wall was to be repaired and painted over to create a more neutral and generic backdrop (see Attachment 1). At their August 13, 2019 meeting, the CRA Board requested that staff determine if there was any historical significance to the mural before painting. The Board did not want to delay the painting project and directed staff to bring back the information at the September 10, 2019 CRA Board meeting for a decision. CRA staff has researched the documents available from the facility (newspaper publications, photos of events held at the HWCBB, etc.) and had conversations and through email correspondences with the members of the Boynton Woman's Club (BWC), Mr. Ed Breese, Planning and Zoning Administrator, and Ms. Susan Oyer (see Attachment 11). The results of the research are as follows: 1. The mural was painted the late 1950s by Mr. Bernard P. Thomas, a local artist as evidenced by a copy of the May 7, 1956 Palm Beach Post article (see Attachment III). 2. The mural was recently repaired in 2015 by a local artist Ms. Lourdis McKay and her art students. 3. Initial estimates from historic restoration professionals listed on the American Institute for Conservation (AIC) indicates a cost exceeding $25,000 (see Attachment IV), which will require a competitive solicitation. However, a much lower cost may be achieved with the volunteer artists repairing the art component of the mural as was previously done by the BWC in 2015. There are numerous cracks in the stage wall mural that will need to be repaired/stabilized to prevent further damage if the mural is to remain as is. Staff is requesting Board direction so that Specialized Property Services, Inc. (SRS), the contractor selected for the interior/exterior painting and waterproofing of the facility, may resume work or deduct this component from the project's scope. FISCAL IMPACT: FY 2019-2020 Budget, Project Fund for HWCBB, $200,000 allocated for matching funds for the Florida Department of Historic Resources Special Category Grant Fiscal Impacts: 1. For Specialized Property Services, Inc. (SPS) to repair plaster and paint black, no additional cost to existing contract; or, 2. For local artist or muralist to repair the art component only, additional $1,000 maximum; or, 3. For a professional historic restoration or conservation artist, additional $35,000 maximum CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Below are four options available for Board consideration: 1. Approve the repair of the cracks in the plaster stage wall mural and painting the wall black as part of the scope of work by Specialized Property Services, Inc. (SRS). 2. Approve an allocation of a maximum amount of $1,000 to be included in the FY 2019-2020 Budget for the Historic Woman's Club of Boynton Beach (HWCBB) Project Fund for the repair of the artwork of the stage wall mural by a local artist or muralist. 3. Approve an additional allocation of a maximum amount of $35,000 to be included in the FY 2019-2020 Budget for the Historic Woman's Club of Boynton Beach (HWCBB) Project Fund for the restoration of the wall mural by a professional historic conservation or restoration artist. 4. Provide alternative direction to staff for the repair of the wall mural at the Historic Woman's Club of Boynton Beach (HWCBB). ATTACHMENTS: Description D Attachment I - HWCBB Stage Wall Mural Existing Condition D Attachment II - Research Results for HWCBB Stage Wall Mural D Attachment III - Rotary Club May 7, 1956 Palm Beach Post Article and Artist Bernard P. Thomas Bio D Attachment IV - Initial Cost estimates for a Professional Historical Restoration of the HWCBB Stage Wall Mural HWC66 Stage Wall Mural August 26,2019 � t INK I E } i i ri b rj s f as J,Jy J }t- =ur s » fi } Alt � v r f r� „ i �9 i Examples of Cracks in Plaster Stage Wall Mural i 1� } } r t` } F.= r � t li 14 5 tt s�°,'i i S d zS tip }'}� s ° �Skw��i � ,` �„fi } �,ivv s } it N rU}tt ti } v x fk� °r}°t�d}t (t}, e�� V, "I mm �s- t - )� r psi s s w yy�, ti'vy �(i tk�f�{ 5 � t t kir yet t � 41 A t t f t� ijt �p Jill q 4 P � P74t t. i }iii t i 3 a 4 s �f � 1 YC s ,tib From: patwhofl To: Shutt,Thuv Subject: Re: MORE INFORMATION--BOYNTON WOMAN'S CLUB Date: Thursday,August 29,2019 8:10:02 PM Attachments: BWC MURAL#2081.pdf imaae485424.pna imaae834792.pna imaae155816.pna imaae904169.pna imaae281277.pna image093289.png I sent an email this afternoon concerning your questions on the ballroom mural but will reply again in case you didn't receive. The mural was damaged by roof leaks to the point that the plaster was crumbling in several spots. It was repaired in 2015 by a young artist, Lourdis McKay, who had experience in repairing murals, etc. She bought in three of her students to clean the lower portion of the mural. She gave classes at the city's facility off Federal on the Intracoastal. A friend of mine took lessons from her and bought her to the building to meet me. She did it free of charge and BWC purchased the supplies for the job. I agree she did an excellent job. I do not know if she is still in the local area. Attached is the newspaper article (and her photo) I wrote for BWC about the project. Hope this helps. Pat On Thursday,August 29, 2019, 07:11:10 PM EDT, Shutt, Thuy<ShuttT@bbfl.us>wrote: Yes, Janet DeVries also confirmed the date with her PBP newspaper article dated in 5/7/1956. This is a great addition to our report to the CRA Board regarding the age of the mural. Kay indicated to me on the phone several weeks ago that the mural was recently repaired/patched by a group of volunteers and students headed by a local artist so I was hoping you would remember when the more recent repairs to the mural was done. Again "recent" may be relative and may even be a decade or so ago? Thank you Pat! Thuy Shutt, AIA, FRA-CFA Assistant Director' Boynton Beach Coininunity Recle:elopinent Agency 720 CEJ, FeCleral Nwy, Boynton Beach, FIoriCfa 33LI35 561-600-<-)U-)S �: Sht.aC:tT@bbf1,u hC_1: ://www.r� C:r�hL: :;rC: :r .r� :r7 B0/Cfocus FEB, 2015 PAG-EJ 11111~fing the M=°~11°4 11 Building spruced D0' more history discovered Spring cleaning has come early this year|n prepara' Paris and moved to Boynton Beach in 1953 where he tion for the Feb.7`^Ga|aThelibrary wall and both lived until his death in |994atage 76.Heisnoted for his bathrooms have been repoinoe6.T6eJamaged wicker western art and documentary murals,most which is in back couch is out to have the cane replaced . Kay Baker private collections today. has volunteered to make new seat and back cushions on He taught art classes acour building and the stage the couches and fabric has been ordered. The library mural was painted 6yhis art students inthe early |96Os. and dining room floors are scheduled to be cleaned and He painted the mural for our club. The only other local buffed.New front door mats have been ordered. |t |sa public painting isareligious painting called"After the Last busy time trying tocoordinate everything. Supper" which hangs otthe First United Methodist Church |n Many thanks noTerry Markey who has cleaned the library and Boynton Beach.His wife,Betty,was along-time member ofour dining room furniture,jean Nolan and the volunteers from South club and has npark inBoynton Beach dedicated toher She and Tech who have cleaned the library windows and other areas. their daughter were at our |O8t6anniversary open house. |found abook onthe life and art nfBernard RThomoswhile The building|sfull o[history and priceless items that can cleaning the office.| always assumed he was a south Florida never be replaced and we have atremondous responsibility to muralist but after reading about his life and work,have a protect what has been entrusted to us. newfound respect for the mural inour dining room. __ Pat Waldron,co-cha|rmon Hewas born and raised inSheridan,Wyoming,studied art in Dress-age! ��r d`��er Wedding �� ^�� Feb-. 19 ~~ =, "�� display - - -- We have arranged another trip to the Wellington Equestrian For our Feb 19th luncheon*ewill Center,this time tothe Dressage Arena.VYewill meet at the have two special but very different Arena oc4:3OpmonFriday,February 28.Barbara Lang,who has events.Ladies you are been our guide before,will conduct atour of invited oobring and the facility and explain the various monoeuvers display aphoto of your to music that the horses complete.Dressage wedding or one of you in isoccasiona||yrefarredtoau~HooeQaUet.' aformal event such as She will give uxsome pointers unwhat to V, part ofabridal party or look for when we attend the Dressage prom photo.No albums Freestyle International Competition later |n please. the eveninQ.After Barbara speaks she will take Sonia Hendricks from Learn|np4J|y uutothe tent inthe same Arena where*e will present information onthis not too well-known organization will have 6uffgdinnmcThen we will attend the Dressage that does su much good for somany inour communiryThe Competition at7pm. organization,with achapter inBoca Raton,has become acritical The price for this event ia$]U.which includes parking, resource tnstudents,parents,families and educators. admission cothe Arena,the tour& instruction,dinner and the --BarbamGrimex.co-chmirmon competition.Guests are invited coattend.Reservations may be made 6ycalling Eileen Dix uc79|-|448.Thedeadline for ~��k'�� rooeninQmse�and sending payment isFebruary 1.Eileen �s ----~`' '~~~~~~^ directions»othe Arena which ixnot atthe same location ve Hi everyone, went zopreviously,but itianearby. Myname isJoyce Delaney.|amnnew member and have agreed tostep inasConservation chair- man sinceMarthuMi||erismo,ingoutofthearem. Together, Martha and | have arranged otrip to LoxahatzheeWildlife Refuge for March |9and itwill Allstate start zt9a.m.ctthe refuge. |will have signup sheets atour next meeting and also more details.|nthe meantime,ifyou think you'd David Beaumont like cocome,pencil it in onyour calendar. --|oyceDe|aneXchairman From: Janet DeVnes To: Utterback.Theresa Cc: Anne Rimler;Breese.Ed;Kam Balcer;Sarah Thomas Bollenbacher;Shutt.Thw;raiII240 aaaol.com Subject: Re:Historic Woman's Club of Boynton Beach-fid Floor Stage Mural Data: Monday,August 19,2019 1:04:55 PM Attachments: aae002.Dna aae003.Dna ae004.Dna aae005.Dna ae006.Dna ae00].Dna aae008.Dna aae8SD607.Dna aae329281.Dna aae785278.Dna aae036123.Dna aae223731.Dna aae462661.Dna ae000634.Dna Mr.Thomas first came to the Florida in 1953 under commission to paint the Cyclorama at James Melton's Autorama.In the following May,1956 article,(paragraph 5),the Rotary Club president states that Thomas had painted a backdrop for the Boynton Woman's Club stage.That definitively dates the artwork between 1953 and 1956.Since the"America the Beautiful"Cyclorama took 36 months to complete,Mr.Thomas probably did not paint the Woman's Club piece until'56. hLtps://www.newspapers.com/clip/35062559/bemard thomas mural at the bow I will look into a conservator for the advertising curtain. Janet On Mon,Aug 19,2019 at 10:53 AM Utterback,Theresa<UtterbackT4bbfl.us>wrote: Good Morning Janet, The drop down advertisement curtain has been taken down and protected. I believe there is minor water damage to the it. Can you please provide me with information on the restoration/repair of the curtain as you mention below. Specifically,names of restoration experts the BBHS would recommend. Yes,the story Anne references is what I have received from several people. What I have not been able to verify is the approximate year/years the mural was done. Any further information is always appreciated. I can't thank everyone enough for the responses,it is greatly appreciated! Sincerely, Theresa l America's Gateway to the Gulfstream From:Janet DeVries<janetdevriesl a(Dgmaitcom> Sent:Saturday,August 17,2019 12:52 PM To:Anne Rimler<anne.rimler(cDgmail.com> Cc:Breese,Ed<BreescF a(pbbfl us>;Kay Baker<kav anaboardki bon_com>;Sarah Thomas Bollenbacher<flossyJ74a(Dao Ecom>;Shutt,Thuy<ShuttT a(Dbbflus>;Utterback,Theresa <UtterbackT a(Dbbfl.us>;rgiII240 anaol.com Subject:Re:Historic Woman's Club of Boynton Beach-2nd Floor Stage Mural A preliminary search of newspapa ers.com did not reveal information about the stage curtain.The information Anne shared is the story I have heard for 32 years.I will let you know what other evidence I can find. By the way the hand painted curtain with the 1926-1932 local merchants/sponsors is historically valuable.I recommend professional restoration for the curtain.Perhaps the BBHS might co-sponsor such project. Kind regards, Janet On Thu,Aug 15,2019 at 10:55 AM Anne Rimler<anne.rimler4gmail.cont>wrote: Hi Theresa The Woman's Club website says"A mural depicting the history of Boynton Beach,painted by noted muralist,Bernard P.Thomas(1918-1994),for the Boynton Woman's Club is hung in the dining room.Mr.Thomas also conducted art classes at the clubhouse. His students painted the background scenery for the ballroom stage.Mr.Thomas also conducted art classes at the clubhouse and his students painted the background scenery for the ballroom stage." I don't know for sure if this piece was also done by Mr.Thomas and/or his students. I see a Woman's Club newsletter dated March 2015 that speaks about a restoration effort by the Group. Have you reached out to the President of the Woman's Club,Kay Baker,or to Sarah Thomas Bollenbacher(the artist's daughter)or Janet Naughton? I'll cc all here to see if they can provide further information. Good luck on your search Anne Rimler 201-815-6379 On Thu,Aug 15,2019 at 9:31 AM Utterback,Theresa<UtterbackT4bbfl us>wrote: Good Morning Mr.Gill and Ms.Rim ler: The CRA Board has requested CRA Staff to provide them with information regarding the stage mural at the Woman's Club. Picture below. Specifically,do you know when the mural was painted and by whom? If not,could you direct me to someone that may have information on it? I appreciate your help and look forward to hearing from you. t l � I f eresa Utierback Levelopmer 1 Servu t�s f I'r eoer [§o';�r for C3eer E l'ommur ii,6eceyeloprr er 1,gency 710 N.Federal Hwy. I Boynton Beach-Florida 33435 `irl i 9"'m ri,I f'I 31;3 Ile 4rar trn irir`s-u^ ` .IIr ratr bo' Ii,:-co s 13 0 COO- America's Gateway to the Gulfstream C k ese N, c., >ec 111"I F Ion(.,,t es broec public ret ores I'll"er c 11I corresfurr cencr io rr e via err iI rr e;r he s ibier t to cast 10,01W cer 1 Iona r<c orrs Iewr,<rr eiI eccresses ere p iblie ret ores 1 herefore,your e ar c'fo ire-m"iI�r.r.ress n�,he s ibjer 1 lo p iblie cIv Iosure. From: Janet DeVries To: Anne Rimler Cc: Breese,Ed; Kay Baker;Sarah Thomas Bollenbacher;Shutt,Thuv; Utterback.Theresa; rgi11240@aol.com Subject: Re: Historic Woman"s Club of Boynton Beach-2nd Floor Stage Mural Date: Saturday,August 17,2019 12:52:11 PM Attachments: imaae700202.nna imaae173924.nna imaae472975.una imaae123124.nna imaae506312.nna imaae366122.una imaae159139.nna A preliminary search of newspaaners.com did not reveal information about the stage curtain. The information Anne shared is the story I have heard for 32 years. I will let you know what other evidence I can find. By the way the hand painted curtain with the 1926-1932 local merchants/sponsors is historically valuable. I recommend professional restoration for the curtain. Perhaps the BBHS might co-sponsor such project. Kind regards, Janet On Thu, Aug 15, 2019 at 10:55 AM Anne Rimler<anne.rimlermail.com>wrote: Hi Theresa The Woman's Club website says "A mural depicting the history of Boynton Beach, painted by noted muralist, Bernard P. Thomas (1918-1994), for the Boynton Woman's Club is hung in the dining room. Mr. Thomas also conducted art classes at the clubhouse. His students painted the background scenery for the ballroom stage. Mr. Thomas also conducted art classes at the clubhouse and his students painted the background scenery for the ballroom stage." I don't know for sure if this piece was also done by Mr. Thomas and/or his students. I see a Woman's Club newsletter dated March 2015 that speaks about a restoration effort by the Group. Have you reached out to the President of the Woman's Club, Kay Baker, or to Sarah Thomas Bollenbacher (the artist's daughter) or Janet Naughton? I'll cc all here to see if they can provide further information. Good luck on your search Anne Rimler 201-815-6379 On Thu, Aug 15, 2019 at 9:31 AM Utterback, Theresa<UtterbackT(O-,,bbfl.us>wrote: Good Morning Mr. Gill and Ms. Rimler: The CRA Board has requested CRA Staff to provide them with information regarding the stage mural at the Woman's Club. Picture below. Specifically, do you know when the mural was painted and by whom? If not, could you direct me to someone that may have information on it? I appreciate your help and look forward to hearing from you. Theresa LitterLmck Developi ert Services N/lrinager Boynton Beach Coinii7unit;' Reclevelo piper t Agency 710 N. Federal Hwy. .- Boynton Beach, Florida 33435 561600-�-,V-Yl 561- 7-3,25 http,Hw ,(aC_(�hL�c)yttC_c)rt.(�t)rtt PAW '"ACH PMT Man.. May 7, 1,9so Pago 17 VotheisDay` Program Held By Rotarians BOYNTON B A ll-'1''hei atary Club's annual illotherl, l)a ob- servance was held on the lawn of the James Itteltou Autorama, with, the mer bers' wives, and mothers as guests., The Rev. Keith Love paid a brief tribute tai the mothers present and urged the member "to grow in likeness,to the ideals they have, for us", Mrs. Clara White — termed by President Walter Elienemaan one of the cotutaiunity's most beloved mothers — and who annually at- tends the club's observance, gave he invocation. -President Bieneman also paid' tribute to Bernard P. Thomas, who arranged for the club to meet' at the, Autoraama. Bienern n said Thomas came—here from Sheridan, Wyo., at the request of"lames Mol. ton, to paint the Autorarna,s "America the Beautiful" moral, Thornas was a 'Rotary Club mem. leer in Sheridan and "made tip" attendance with the Boynton elute" Slater, when Mr, and Mrs, Thomas decided to make Boynton Bench their permanent borne, they Purchased a residence here and Thomas was inducted into mem. best"ship in the local club. Blenenum said the artist bad de- s e_ signed a. new format for the club bulletin, and lied painted a resolu. tl In tribute to the late )4ark ell,, the organization's asecrew th Y, w blch was presented to his family. Thomas is a club director, leuotrito added that Tornas had Painted a bark-drop for the Worn. art's Club stage. Following the luncheon, the trternbers and guests viewed the mural, which cowers a lame, cir• iular roam its the Autorama. The artist told the story of the painting, which, he said, took him 4 rnontlis to complete. He said the theme came from the line in "America the Beautiful," which treads "from sea to shining sea." Marrying out the theme, he has pictured the nation's history, be- ginning with the Pilgrim fatbers. The lower portion of the mural, Which stands out slightly froari the historical section, shows types of, terrain found its the country. Thomas said he did this ,,but cut-' ting sheet amctAl to the desired shape and sire, aacquifing rauiraer- acus blisters in the process. The Sheet inetaal wvas covered with can. vas to complete the painting, Two pillars in the room, which the architects agreed could not be, removed, have been converted in- 'to picturesque tree trunks with branches reaching to the ceiling. Prior to viewing the mural, guests and visiting Rotarians were Introduced by Joe D. l aarless.. A. LIET. Nt9Tifi''x;R r �il II III III II s� t 1 F 4 4 ft IM1 S 4� BERNARD PRESTON THOMAS [1918-1994] Bernard Thomas was bom in Sheridan, Wyoming to a large homestead family and utilized his upbringing, along with a natural artistic ability, to bring to others the colorful history of the west. He attended Woodbury University in Los Angeles where he received a B.S. degree in Art and was the recipient of the Leo Youngsworth Award as the Outstanding Art Student. Thomas then served in the army in Europe during World War II and was recognized for his artwork by General George Paton,who encouraged him to continue his art studies at the Ecoie de Beaux Arts in Paris where he studied under Jon Dupas. While known primarily as a painter of Western scenes he gained national recognition -as a muralist and became a member of the prestigious National Society of Mural Painters. Examples of his murals are found in Sheridan, Wyoming, at the Dahl Fine Arts Center in Rapid City, South Dakota and in several locations in Florida. His individual paintings are in numerous Corporate,Museum and Private collections through the United States. Thomas, while living in Wyoming, had spent hours watching Gollings, the well known and noted Sheridan Artist and they both shared a love and deep interest in painting the west as they had known it in their youth. Many of the scenes that Thomas painted were of Native Americans,Cowboys and of historical events that had taken place in the late 19,hcentury. In 1953 Thomas and his family moved to Florida to undertake a commision of a large mural. He fell in love with Florida's natural beauty and subsequently made it his home, while continuing to return to Sheridan each summer. While in Florida he was commissioned by the Department of the Interior to paint a large mural at the Everglades National Park that illustrated the ecology of the Everglades,which was subsequently destroyed by hurricane Andrew. His art was a product of his natural artistic ability, his formal training and, above all, his unique understanding of the natural beauty of the West and those Native Americans and early Settlers who chose to call it home. z v o: `1V 0 S anti t n - l' t4 •r" .e a st,. '.;8 Ea � 't�`P }a. ara !r`'a 'aJ "'n e. was MRS y� AyNA d1 ¢ r sJ>r a j f sit Y L M t k s y r ud a -4i, .� x y � t p A �7�'s3"� �+�f'°`' `' s r+° � �. i :: �,, 'S+ �', r,�e� i+ p` ;s t�"`aN, ,� •,.'��'+!+, �t ii+ null ow-whirs,- -jj te�+� *,', �e. n - gga•tp`� .a yrfr- 4 y A `t' x' pV4tn'Cj +1 W. .........." �aq q T d5 ��+. x dam- ,m s.�•. µ �,� � NSA, ,,;�".J�;��`'� � r ��d y# d x t*'i3'i'�:�r �s :+i ��G 1 a WK- was Ag m +7}' • �r es " n s wAi 4r'�i r ''S"*„"4�A' �'fi�. ;"SA 4t ,.v(,�'h y,r�'� aA,w N 9f y. �' r• i �HrS A d 9�3 �{, �ri ,z n P x 4 - +,� ii ra a 4 a 3W`sr,4Sr� vp 'e,.W Tn ' V�,�` °< �dE �`' cook K� INI ; � �,r�. R N"Z � v F 3 e k {, r Wr NNW t I 1o /rte`• "�`' ------ _._..._._._._. s Ii n Iz To accomplish a research task that went back into 3000 years of middle east history, muralist Bernard Thomas, not only traveled to the natural sites, but always followed closely the Old Testament, I Kings, chapters 5. 6, and 7 for reference. This Masonic mural portrays in the foreground what is referred to as "Men of the Craft". On the left, in the Cedars of Lebanon section, there are hewers of wood, the stages of transporting the wood, the sawing, shaping, and finishing of the wood products. The large figures are Hiram, King of Tyre, and some of his superintendents. "The Bronze Works", located in the southern end of the Jordan Valley on the banks of the Jordan River, depicts the "Men of the Craft" fashioning unbelievably large castings of bronze from the clay soil. There are the great Temple pillars, the huge water bowl — The Molten Sea —which sat upon twelve bronze bulls. King Hiram's men, clad in purple, contributed the skills which accomplished these tasks for Solomon. King Solomon's quarries provide the carefully hewed stone for all you see in the original walled City of .Jerusalem_ Those who were fortunate to visit the Lake Worth Scottish Rite Masonic Temple whsle mural artist Bernard F. Thomas worked his marvelous talent on the composition of the 65 foot mural, saw a tall westerner, always in his roughed-up cowboy boots topped by western pants and shirt. Around his waist was the hand-tooled leather belt ` fastened by a unique silver buckle, featuring his J distinctive signature in raised gold. If you looked around, you would have seen the "cowboy" hat f" hanging nearby. Don't let the Guest fool you. True, he is a real native of the west, born in Sheridan, Wyoming. ° But, behind the friendly smile and soft voice, you soon realize that there is a great artistic talent which goes far beyond the ordinary_ taicot. His creative mind never seems to rest. His trip to the ^diddle East was part of his zest for research. He wanted to uncover all the dusty pages of the past_ Before your eyes, the history comes to life from the colors on his palette. Y I s , f n F 4 Here you see the "Men of the Craft" as they labor to move the numbered stones to the Temple site. As the mason chisels the stone to the exact measure required by Hiram Abiff, Solomon's chief architect, both men are seen discussing the construction project. Pure white limestone, for use in the Ternple only, was quarried from the underground caverns below the cave entrance. Solomon's Temple was erected as a House of the Lord. In the holy of holy chamber was placed the Ark of the Covenant which contained God's Ten Commandments given to Moses, Solonion's father, King David, had his palace to the far upper left in what was known as the City of David. For 400 years the city of Jerusalem stood, but in 856 B.C. it was completely burned and leveled to the ground by Nebuchadnezzar. In 33 centuries of history. Jerusalem has suffered at the hands of man and of nature. It has been rocked by earthquakes and sacked by man. The City has endured over 20 sieges and blockades, 18 reconstructions, and two periods of complete desolation. The City has passed from one religion to another six times. The valleys around Jerusalem have been filled, the hills have been leveled, the streets and the buildings destroyed, and the people slain and exiled. His studies in academic art at the the Ecole de Here, muralist Thomas blended the element of Beaux Arts in Paris, following World War 11,gave him nature for public understanding. The Department a sound foundation for the. art he. has created since. of theinterior,which commissioned the mural,has It is very apparent, as you see sweaty male figures been well-pleased with the public response- The struggling to move large stones, that tie knows the versatility of Thomas is evident from his western hurnvri form. canvases,his portraits, seascapes. and his animal paintings- Bernard Thornas's big physical size has been beneficial in his mural work. He is mentally and Thomas is a member of the National Society of physically strong. His hours on the scaffolding have ;Plural Painters. He has served two terms as presi- been long and tiring. Yet, his great love to create has stent of the Boynton Beach Art League.He is a long kept him going. time member of the Rotary Club. In 1983, he and his wife.Betty, were honored by the Citv of Baynton His credits in the mural field are too numerous to Bear_hwhenthey wereappointedasGrandjPlarshalls list. However, his huge cyc.lorarna mural of the na- of the Annual Christmas Parade. tion's 200 near history, moused in the Dahl Fine Arts Center in Rapid City, South Dakota. was a oicenten- Thomas is also a member of the Bovnton Beach nial masterpiece- !Masonic Lodge. the Like `X(orth Scottish Rite Temple, 33. inernber of,Amara Shrine. and i:; the ThOLJ;ands of visitors each year are ,ivCn a n+..w director of the 7th Degree. insight on the ecology of the Everglades at the nations southernmost National P,-ar'.c at the Visitors Bernard'Thomas leads a busy and an active life Centt_r of E'serylade5 N.-Itiumil Palk. Bernard P. Thomas a , �p man y�r I s�ig I i a n F �r This is the entrance foyer to the Temple, which has the warmth and comfort of your own home, with comfortable furnishings which include the walls being decorated with canvas and oil reproductions of the Masters, The Lake Worth Scottish Rite Bodies were founded August 5, 1918 by fourteen Scottish Rite Brothers, five of whom had only progressed to the 1 ". since that meager beginning, these Bodies have survived a national depression, World War 11, the Korean conflict and Viet Nam, each of which has taken its toll on our Brothers of the Rite. The present Temple was begun in 1967 and Phase III or the Final Phase was completed in 1981 The building has 37,000 square feet under roof and now serves as the house of over 4,500 Scottish Rite .Masons, " .K 'i' a The Lodge Room contains 600 plus comfortable theater type seats and was designed to have the best acoustics possible, as well as having a modern soured control system to operate the many microphones to assure that all can both see and hear the Degree Work.Also,we have a modern kitchen facility,which is manned by dedicated Brothers, with outstanding culinary abilities. Our dining room is capable of seating up to 500 persons comfortably and has a sound system that has been designed and installed by profdssionls. The Temple contains a beautiful Blue Lodge Room, which is available to Blue Lodges that might require its use, and is currently being utilized by Lantana Ledge to conduct their meetings.We have a special area set aside as a Class roorn which will arcomndAtp 2nO randidates rlurinrd reunions. We have a wardrobe room, in which all of the robes and paraphernalia for.the Regress are distributed to members of the casts, as well as a makeup department to assure that the character in the Degrees portray the work berth verbally and in appearance. We also have our staging area where a dedicated group of Brothers attend to the preparation of the floor work with ail of the necessary paraphernalia.. We also have one of the most outstanding and beautiful Libraries you will find anywhere, with many old and rare books, masonic and otherwise for your, reading and .studying needs. The Scottish Rite meetings are held the pith Wednesdav of each month, two reunions are held each Year where the Degrees are conferred in the Spring and the Fall. 2000 North D. Street - Lege Worth, Florida 33460 • (40 7) 582-6I L' � a ' P r % I sYIM h I IMI ... .�• u a. - t d �Y � g d i E + r a � r FRATERNAL ORDER OF POUCE Boynton Beach, Fla. G93 _ . sponsoring . A cornriun.lty projec suopo;rtng your Family rf Y10CA of G.•ccrer Boynton Beach. A non-pro=;r orgonizarion to raise Tunas tc wring a permanent - site anv ;ccilities to the community I IN w I I ' 4 r t a � I t 'f ...................... EJ -0 0 L U U) 4-3 W ® d a OPIJOId 'goeag 003OAO®jaieai9 iO VoWA Allwej moA Aq pogsllQnd _a 1 p Dist. by Evwylmdms Nwwol History Ac,ocimtion s •` CO c W -a -LL O U ® V 3 LL- a `� .r ® 'O j L O C w CO u u ft A O LL. O Q O ad s m a O O O .w u ._ } O ® a o a C C C A ® O S, :c e m a C O CL w Q No.ac•_ c p Q 0 a — o _ m E = C O O o AC E >. U d N a O s G) $ E�ro• o Cd p w > LU CO d a O o c o C W j d) O s Q o nd„ �3 a Q Em a '•` A� < s C C y` r ® p O m a O °� p LC t 3t IL aro v c o c o c p Y 3 c g opw w= ° Your contribution is tax deductible z A d as L f > >ro 2 p W 3E O u a tl ? o t r j Contributor Z u Y N „ �m...,� ®gWroo ° tA » rm aoo „ „ c 1. aaamAddress = rx n w 4 a a A F, J 0 IF - 4-1 a '. {rn' x a 4-0 r r x L ,1 L m I About the Boynton Woman's Club. . ... am FP i4l'i v 7 4"r 7 -7 7 a a F Y ` B , l n t , 5a Iso -Pl °e - sgio cs e ' h tion TJ 1R a ,• �« ilt i t n� t P. w t pt . A v s i� , I � j r" �g �t µ v 1 I I pj �m vas r' 1 � w 4 , 4 Side view of buildingr • Federal Highway r = § EVERGREENE Architectural Arts August 30, 2019 Thuy Shutt Assistant Director Boynton Beach Community Redevelopment Agency 710 N. Federal Hwy. Boynton Beach, FL 33435 RE:Historic Woman's Club of Boynton Beach Murals Dear Thuy, Thank you for speaking with Chad regarding the murals at the Historic Woman's Club of Boynton Beach.The conservation and repair of these murals is exactly the type of work that we at EverGreene specialize in and we would be very pleased to bring our skills and experience to assist you in the preservation of these historic murals. All work will be performed by Conservators and Artisans overseen and directed by a Professional Associate of American Institute forthe Conservation of Historic and Artistic Works(AIC).Work and documentation will be performed to the Standards for Practice and Code of Ethics of AIC. SCOPE The scope forthe Mayor mural(photographed below)would consist of: • Mobilization • Documentation • Testing(small scale mock ups to determine effective means and methods • Cleaning to remove surface soiling • Touchups and in-painting to areas that can be identified in the documentation provided by your photographs. • The results of the findings and work will be incorporated in a report to be submitted at the completion of the work. Based on the photograph you shared with us,this particular mural seems to have the least amount of damage. Y Mayor Mural I i t t lov 253 36h Street,Suite 5C Brooklyn,IVY 11232 212.243.2800 212.244.6204 fog NEW YORK•CHICAGO- WASHINGTON DC• LOS ANGELES SODJ F ONS www.eevergreene.com The scope forthe fountain mural(photographed below)would be: • Mobilization • Documentation • Testing • Cleaning • Repairs • Inpainting The results of the findings and work will be incorporated in a report to be submitted at the completion of the work. F S I Fountain Mural Regarding the scope forthe oleo curtain with advertising(photographed below),we need to know if it is an asbestos curtain or canvas drop.As you noted,and as visible from the photograph,there are some water stains. We need to know if you would like forthe back of it to be cleaned.The scope for the oleo curtain also excludes any repairs since we are not aware of any based on the photograph. Based on what we can tell,our scope would be: • Setup • Documentation • Clean the front with wishab • Inpaint the water stained damage The results of the findings and work will be incorporated in a report to be submitted at the completion of the work. 2 4 IM Oleo curtain with advertising r r s w. x - & qy :r�.ron xn rsr W t li bpY 4treats '� AKA �,N�� r rt ACCESS Access, in pa rti cu la r for the Fountain mural would be needed in order to complete the work. EverGreene looks to the Boynton Beach Community Redevelopment Agency to provide OSHA-safe access for our crew.Access is not included in this proposal. PRICING Pricing presumes that all items will be awarded,and work will occur during a single continuous mobilization. The price for the Mayor mural would be$9,451 The price forthe Fountain mural would be$34,488 The price forthe Oleo curtain with advertising, not including cleaning the rearwould be $21,628 forthe conservation and inpaint damage of loss forthe front. If it is an asbestos curtain and we would have to clean and encapsulate the rear,it would be an additional $5,000. These prices include labor,travel,and necessary insurances.These price do not include taxes or access. TERMS&CONDITIONS EverGreene's Standard Terms and Conditions apply to this proposal and are attached. We are happy to discuss this proposal further with you,please feel free to contact me at either rabinowitz@evergreene.co or 301-943-8249• Acceptance&Approval to Proceed Best regards, Initial& Scope Price f Date ✓� Mayor mural $9,451 Mark Rabinowitz Fountain $34488 VP Conservation, Principal Conservator mural Oleo curtain $21,628 (add alt rear) ($5,000) 3 STANDARD TERMS AND CONDITIONS 1. General 8. Warranty These Standard Terms and Conditions, together with the attached EverGreene warrantiesthe work performed within the requirements of proposal,constitute the Agreement between EverGreene and Client to the contract documents for one year.All defects occurring within that perform basic or additional services. period shall be corrected at no cost to Client.This warranty excludes z. Indemnification damage caused by fire, smoke, weather, water damage, humidity, To the fullest extent permitted by law, the Client shall defend, condensation,natural catastrophe,abuse,modification, improper or indemnifyand hold harmless EverGreene,its officers,directors,agents insufficient maintenance, improper operation, or normal wear and and employees from any claims,damages, losses, causes of action, tear. legal or administrative proceedings,costs and reasonable attorneys' g. Existing Conditions fees for injuries or damages(including economic losses)to the extent An initial site visit will be performed to assess existing conditions.This caused by the negligent acts,errors or omissions of Client,its officers, visual assessment will not include any destructive testing,opening of employees, agents, independent contractors or consultants, except concealed areas, probes, soundings or other exploratory or that Client shall have no duty to indemnify EverGreene for investigative measures unless requested by Client as an additional EverGreene's own negligence or willful misconduct.This clause shall service. Ifthe observed existing conditionsvary from those depicted in not have the effect of extending the time period within which a claim the bid documents("Changed Conditions"), we will promptly notify must otherwise commence underthe applicable statutes of limitations you in writing ofthe Changed Conditions and the estimated impact on or repose.This agreement to indemnify and defend shall survive the scope,schedule and price. termination,expiration or completion of thisAgreement. 3. Suspension of Work and Termination lo. No Withholding of Payment If Client fails to make payment to EverGreene in accordance with this Payments to EverGreene shall not be withheld, postponed or made Agreement, such failure shall be considered substantial non- contingent on the construction,completion,acceptance or success of performance and cause for termination or, at EverGreene's option, the project or upon Client's receipt of off-setting reimbursement or cause for suspension of its work under this Agreement.If EverGreene credit from other parties who may have caused delays,necessitated elects suspension,EverGreene shall give seven(7)days'written notice additional services,increased expenses or delayed completion of the to Client before suspending work. In the event of a suspension of work, Work or the Project. No withholdings,deductions or offsets shall be EverGreene shall have no liability to Client for damages for delay,lost made from EverGreene's compensation for any reason unless profits or loss of use.Before resuming work,EverGreene shall be paid EverGreene has been found to be legally liable for such amounts in a all sums due prior to suspension and any expenses incurred in the binding dispute resolution proceeding. interruption and resumption of our work. EverGreene's fees for the remaining services and the time schedules shall be equitably adjusted. 11. Entire This Agreementment,, sent along with any exhibits, appendices, addendums, 4. Limitation of Liability schedules, and amendments hereto, encompasses the entire To the fullest extent permitted by law,the Client agrees to limit the agreement of the parties and supersedes all previous understandings liability of EverGreene to the Client for any and all claims,causes of and agreements between the parties, whether oral or written. The action, losses, costs, expenses (including attorneys' fees and parties hereby acknowledge and represent that they have not relied on expenses),damages of any nature whatsoever,and claims expenses any representation,assertion,guarantee,warranty,collateral contract from any and all causes,arising out of, resulting from or in any way or other assurance,exceptthose set out in this Agreement,made byor related to breach of contract by,or negligent acts,errors or omissions on behalf of any other party or any other person or entity whatsoever of, EverGreene and its subcontractors, so that the total aggregate priorto the execution of this Agreement. liability of EverGreene shall not exceed the fee earned by,or paid to, EverGreene (whichever is less). It is intended that this limitation 12. No Third Party Rights applies to any and all liability or cause of action described herein, Nothing inthisAgreement shall be construed to give any personother regardless of the legal theory alleged unless otherwise prohibited by than Client and EverGreene any legal or equitable right, remedy or law. claim under this Agreement.This Agreement represents the entire and 5. Waiver of Consequential Damages integrated agreement and supersedes all prior negotiations, Client and EverGreene waive claims as against the other for representations or agreements,either written ororal. consequential,indirect or special damages arising out of or relating to 13. Force Majeure th is Agreement,including but not limited to loss of use,lost profit,lost Neither party to this Agreement will be liable to the other party for opportunity costs,or claims for delay,impact or disruption damages delays in performing the work,or for direct or indirect costs resulting made by Client or any others for whom Client is legally responsible. from such delays that may result from labor strikes or disharmony, This mutual waiver is applicable, without limitation, to all riots, acts of war or terrorism, acts of governmental authorities, consequential damages due to the termination of this Agreement. extraordinary weather conditions or other circumstances beyond the 6. No Responsibility for Third Parties reasonable control orcontemplation ofeither party. EverGreene shall not be responsible for the acts or omissions of the Client, Owner, Contractor, Consultants, Subcontractors, agents or 14. Severability employees of any of them,or other persons performing any of the If any of these Terms and Conditions are adjudicated in a court of Work. EverGreene shall not be responsible for a Contractor's or competent jurisdiction and determined to be invalid or unenforceable Subcontractor's schedule orfailureto carry outtheWork in accordance in whole or in part,the remaining provisions shall remain in full force with the Contract Documents. and effect,and remain binding upon the parties. 7. Waiver of Damages Covered by Property Insurance 15. Survival To the extent damages are covered by property insurance,Client and These Terms and Conditions shall survive the completion of EverGreene waive all rights against each other and their respective EverGreene's work on this Project and the termination of this officers,directors,agents and employees for damages, except such Agreement for any reason. rights as they may have to the proceeds of such insurance. 16. Governing Law This Agreement shall be governed and construed in accordance with the laws of the state where the project is located,without giving effect to principles of conflicts of law. Client Initials EverGreene Architectural Arts, Inc. www.evergreene.com 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.A. SUBJECT: Financial Report Period Ending August 31, 2019 SUMMARY: Attached is the Agency's monthly financial and budget report representing the Agency's revenues and expenses for August 2019 (Attachment 1); Statement of Revenues, Expenditures and Changes in Fund Balance Report (Attachment 11); and, Budget Comparison Schedule- General Fund (Attachment III). CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY2018-2019 CRA Budget CRA BOARD OPTIONS: Approve the C RA's monthly financial report for the period ending August 31, 2019. 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Q1 Q1 Q1 Q1 m *KI' lL L15 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 m *.i' *.i" LX L15 Lt5 Lt5 Lt5 Lt5 N hl hl hl hl hl hl hl hl hl hl hl hl hl hl hl hl hl cn M M M M M M M D 0 O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O 0 0 0 0 0 m A e4 uq N O N m .� 00 Eco E Q O m3 N O N c 0�0 aNno N C 7 c M o M I- 00 N C -ii O n n L' coM M Ln co 3 W a a O O LL W to 00 d to qq O m m ma m� d O to N W u N Ol 00 Ln Q Ln 00 M N m o Ln r, a N M W o to O^ l0 m a '6 LI) W 00 I, O Ln 7 O O ci c-I O cn U N N cn Q O M (h N I� C1 m ti a C N N F u n LLQ W m u M O M o Ln 00 00 N m O O n W c o^ 000 m a c Lr c n to w m It O O O o e4 O O O o a o 0 0 o cac 0 m oo Go H N N O Ln O Ln u 0 N O W C m n O W N � oo Ln T r, o v E o N 3 ti N u C W f6 0 0 F t O G d 00 Z Z D U_ W W n w Q u W W W n W Q m W � W CL C LL O O O O w d �- w bb � m Css tV m �+ CIO d N BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach,Florida) Statement of Revenues,Expenditures and Changes in Fund Balances Through Year to Date-August 28,2019 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 12,549,087 12,549,087 Marina Rent&Fuel Sales 1,148,622 1,148,622 Contributions and donations - - - - Interest and other income 268,198 203,604 12,795 484,597 Total revenues 13,965,907 203,604 12,795 14,182,306 EXPENDITURES General government 4,429,204 - - 4,429,204 Redevelopment projects - 2,642,148 2,642,148 Debt service: - Principal - - - Interest and other charges - - 210,476 210,476 Total expenditures 4,429,204 2,642,148 210,476 7,281,828 Excess(deficiency)of revenues over expenditures 9,536,703 (2,438,544) (197,681) 6,900,478 OTHER FINANCING SOURCES(USES) Funds Transfers in - 8,102,303 2,136,465 10,238,768 Funds Transfers out (10,238,768) - (10,238,768) Total other financing sources(uses) (10,238,768) 8,102,303 2,136,465 - Net change in fund balances (702,065) 5,663,759 1,938,784 6,900,478 Fund balances-beginning of year 2,402,302 11,105,679 91,183 13,599,164 Fund balances-end of year 1,700,236.80 16,769,437.96 2,029,966.82 20,499,641.58 Footnote: Transfers between funds include monies received from TIF and carryover from general fund balance. The notes to the basic financial statements are an integral part of this statement. I BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Budgetary Comparison Schedule General Fund Through Year to Date - August 28, 2019 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 12,421,686 $ 12,421,686 12,549,087 Marina Rent&Fuel Sales 1,000,000.00 1,000,000 1,148,622 Interest and other income - - 268,198 Other financing sources(uses) - 640,000 - Total revenues 13,421,686 14,061,686 13,965,907 EXPENDITURES General government 3,822,918 3,822,918 4,429,204 Total expenditures 3,822,918 3,822,918 4,429,204 Excess of revenues over expenditures 9,598,768 10,238,768 9,536,703 OTHER FINANCING SOURCES(USES) Carryover fund balance - Transfers out (9,598,768) (10,238,768) (10,238,768) Total other financing sources(uses) (9,598,768) (10,238,768) (10,238,768) Net change in fund balances $ - $ - (702,065) Fund balances-beginning of year 2,402,302 Fund balances-end of year 1,700,237 The notes to the basic financial statements are an integral part of this statement. 1 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.13. SUBJECT: Approval of CRA Board Meeting Minutes -August 13, 2019 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the August 13, 2019 CRA Board Meeting Minutes ATTACHMENTS: Description D August 13, 2019 Minutes MINUTES OF THE COMMUNITYMEETING HELD IN THE INTRACOASTAL PARK CLUBHOUSE 2240 N. FEDERAL HIGHWAY, TUESDAY,ON AUGUST ! ! Steven B. Grant, Chair Michael Simon, Executive Director Justin Katz, Vice Chair Tara Duhy, Board Counsel Mack McCray, Board Member Christina L. Romelus, Board Member Ty Penserga, Board Member 1. Call to Order Chair Grant called the meeting to order at 6:31 p.m. 2. Invocation Board Member McCray gave the invocation. 3. II Call A quorum was present. . Agenda Approval A. Additions, Deletions, Corrections to the Agenda. Mr. Simon explained the CRA added an item to New Business, Item 15 B, Consideration of the CRA's letter of interest to purchase the property located at 100 E MLK Jr., Boulevard. B. Adoption of Agenda Motion Board Member McCray moved to approve the revised agenda. Board Member Penserga seconded the motion. The motion unanimously passed. 5. Legal Tara Duhy, Board Attorney, commented on the MLK Jr. Corridor Purchase and Development Agreement and explained the developers were out of the country, and did Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 not execute the contract. Mr. Simon met with them, and there were some technical and non-substantive changes to the document. She pointed out the closing date in the original draft that was approved and scheduled for July 31, 2019. There is still a remaining deadline to close no later than August 31, 2019, so they moved the date to August 15th. Staff expects the agreement to be executed tomorrow. The final draft was voted on at the July meeting. 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 Chair Grant visited the Harbormaster and spoke with the attendant who indicated they are pleased with what is occurring at the Marina. He toured the Historic Women's Club of Boynton Beach and took a tour before the painting commenced. He encouraged the Members to tour the facility and thought the Board should have a discussion regarding the building when finished. Board Members Romelus and Penserga had no disclosures. Board Member McCray attended the Dedication of the Model Block on NW 11th Avenue. He praised staff on a job well done. Vice Chair Katz had no disclosures. 7. Announcements and Awards 8. Information my A. Marketing and Business Development Campaign B. Public Relations Articles Associated with the BBCRA 9. Public Comments Bernard Wright, 713 NW 2nd Street thanked Andrew Mack, Public Works Director. He commented the Palmetto East Park was closed earlier in the day, which caused him concern. He was glad to see it opened later on. Chair Grant announced he received a request to have public comments on the budget. No one else coming forward, Public Comments was closed. 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 10. CRA Projects in Progress A. CRA Economic Development Update Mike Simon, CRA Executive Director, advised the update for the Economic Development Program and Business Development activities for this fiscal year were on the agenda cover sheet. The budget for the program this year was $544,356. Grant dollars awarded to-date were $240,804 and the remaining fund balance as of today was about $303,552. Mr. Simon noted there were several businesses who are applying for funding and he hope to review those applications at the September meeting. Three businesses in the CRA District also received their Business Tax Receipts (BTRs) as contained in the meeting materials. B. Sara Sims Park Project Update Thuy Shutt, Assistant CRA Director, provided an update in the staff report. Substantial completion was obtained as of August 7th and the walk through last week. An aerial of the park was viewed showing the construction completed to-date. The pavilions, restrooms, paving, sidewalks, lighting, landscaping and the performance pavilion are substantially complete. Staff was working on the irrigation, the park and cemetery portions. The security components, decorative fencing and access gates will be the last items installed. The completion date is early September and the ribbon cutting will occur towards November. Board Member McCray asked what would occur on the north side of the cemetery. Colin Groff, Assistant City Manager, explained the cemetery was roped-off. The old fence around the cemetery will be replaced to ensure the cemetery is protected and separate from the rest of the park. The entire park will be fenced. Mr. Wright spoke about the Performance Pavilion and commented for years, it was known as an amphitheater. He announced he was running for City Commission and the pavilion will bring about what the community envisioned. He did not think anyone's quality of life would be upset if concerts were held. He hears noise in his living room from the Tiki Bar behind him, and he did not think it was really a problem. He thought adding concrete would not be expensive and there would be no liability, but thought leaving the amphitheater the way it was, was an offense. He announced he would pursue the issue, if he was elected, because the amphitheater was the highlight of the park and no one wants to perform at ground level. He understood the City does not want a liability, and asked why because he is asked about it all the time. He would like to see a grand opening like never before and announced it is a great park. Chair Grant stated he was in Greece and saw an amphitheater and what was on Ocean Avenue was not an amphitheater: it was a raised stage with a canopy. He commented the park has not been used, and they have no idea how good or bad the pavilion is. It is all an assumption right now. He commended him for running for City Commissioner and i 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 commented if elected; Minister Wright could help make those changes. The CRA in the budget meeting will talk about a Unity in the Community event for the opening of Sara Sims Park. First, the City needs to allow for special permits for those types of events because currently there is a total block out for any event at Sara Sims. The special events block at Sara Sims has occurred since January 2016. The City will have to determine what type of special events would be allowed. Minister Wright explained his vision was similar to Club Continental, where celebrities would come as they have an open concert type area. It would be great for the Black community and the people want entertainment. Chair Grant commented there are concerns about the neighbors and recommended speaking to the City Commission about Special Event permits. Minister Wright stated a stage would be good. Board Member McCray pointed out the City has not established rules for the park and they will vote on what can and will take place. Until then the discussion was moot. Board Member Romelus agreed with Minister Wright. When the statement to repurpose or move the amphitheater to Sara Sims Park was made, the public assumed the entire amphitheater would move, not just the overhead cover. It bothered her and she spoke to the City Manager. She agreed, the amphitheater was not budgeted and done quickly, but it is about setting expectations for the public. She requested the City get back to the Board about what it would cost to restore it to what the public expected and what other amenities or items will have to be taken into account, such as permitting and ADA requirements. She requested seeing the plans and layout of what the City will do and the Board could discuss future plans for the park in terms of events. She asserted MILK Jr., Boulevard is the epicenter of District II and Sara Sims Park will be an anchor for the redevelopment on MILK Jr. Boulevard. If the Board says there will be restrictions on the park, it will dilute the purpose of what was trying to be accomplished on MILK. Her vision for the Park and others was holding activities such as Jazz in the Garden or other events that bring the community together. The ban that occurred at the park was because of ATV usage and property destruction. Enforcement through the Neighborhood Police program could prevent that. She did not think it was fair to put a jewel in the community and not allow the community to use it to the best of its ability. Vice Chair Katz advised, he would not support additional funding for a performance pavilion or amphitheater. The expectation of the community prior to City staff repurposing the canopy was there would be no amphitheater or performance pavilion at all. It was not included in the master plan or discussed and not a single Board Member advocated for it during their approvals. It was fine if the Board wanted to budget more money for it in the future, but he disagreed with the characterization that the canopy, that cost $80K to $100K, was a hand me down. He disagreed with Board Member Romelus, it was not just ATVs that led to prohibitions at the park; it was unsanctioned parties, violence and shootings that occurred there. The community should celebrate the park as a $2M revitalization project. There are greater needs in the HOB than the amphitheater. The investment is sufficient and in the future, they can discuss an expansion. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Board Member Penserga thanked staff for being proactive and for salvaging the cover. He contended people are grateful for it, but when building with taxpayer funds, people expect the job to be done right. It is compounded by its location and the history of the area. He supported Board Member Romelus' view and thought if there was an affordable solution, it should be pursued. He favored something comparable and doubted it would cost more than $10K. Chair Grant explained the City Commission voted not to issue permits at Sara Sims Park in February 2016, in part because someone was shot the day after Christmas. The City needs to make sure the park is safe. C. The Ocean Breeze East Project Update Mr. Simon explained the developer of the Ocean Breeze East Project, Centennial Management, submitted drawings to the Building Department and received their first round of comments. They will respond before the end of August with revised drawings, and they are still on schedule to begin construction in November 2019. There was brief discussion about a potential ground breaking event for the project start, which was proposed for November 2019. A potential groundbreaking event commencement of the project could be tied to the parks opening. It could highlight both the projects and was a great opportunity to do two things at the same time. The proximity of the park was close to the building site. Mr. Simon will apprise the Board of the dates for both opening celebrations. Chair Grant noted the estimate for the construction of Ocean Breeze East was $17AM, and the cost of a washer dryer was $50 a month. He inquired if the fee was something the tenant would pay. One item repeatedly drawn up at community meetings was the washer and dryers and how the rent would reflect the appliances if the tenant wants to rent those appliances. If so, $50 a month would be included. Mr. Simon offered to speak with the developer how to offset the $50 a month times the 123 units and report to the Board. Chair Grant noted the amount in question was $73K a year. He asked if the rents included utilities including cable. He wanted to ensure the project is affordable and the management is not charging the tenants for utilities and application fees or if the CRA needed to provide a greater subsidy to make it cost effective for tenants. Board Member McCray agreed noting $50 a month was $600 more rent for tenants annually. He wanted to ensure the tenants who rent could afford it. Board Member Romelus recalled the Board was given information rents ranged from $400 to $1,200, depending on family size, income and number of bedrooms. She requested seeing those numbers again and wanted more information publicized how residents in Boynton Beach can start reaching out to Centennial or the property manager to be placed on a first come, first served wait list. 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Vice Chair Katz understood basic appliances would be included. It is workforce housing and there is a level of expectation and dignity with having basic appliances included. In regard to utilities such as electric, water and cable, those should be the tenant's responsibility. He wanted the washers and dryers included. Chair Grant noted the developer had not requested tax incremental funding. The Board may be able to use the increased taxes from the development to pay for improvements to the development. D. Historic Woman's Club of Boynton Beach (HWCBB) Project Update Ms. Shutt advised that last month the Board approved a contract with Specialized Property Services for the interior and exterior painting and waterproofing for the building. The contract was executed by the August 1St deadline. A preconstruction meeting followed on August 9th and the work will commence by August 19th. The bond and insurance is in place. In order to have the painting done, the CRA had to fix all the windows and doors that were badly deteriorated, at approximately $24K including an owners contingency so all would be ready for the painters to start. The hardware will not be replaced until the painting is finished. Weather permitting; the project will be completed by December 1St. Part of the expense will be paid for using the Solid Waste Authority grant of $66K in addition to CRA funds. Chair Grant noted there was a mural at the back of the stage. He wanted the see if the mural had historical value and requested consensus to have the painters delay painting over the mural until staff could ascertain the cost to store or repair it. Vice Chair Katz asked if it would delay the job. Ms. Shutt responded it was not a problem. The issue is the plaster repair. Board Members Romelus, Penserga and McCray had no objections to delaying painting the mural. Ms. Shutt explained staff would assign fees and programming for the building in the next few months. Vice Chair Katz was not opposed to considering preserving it, but wanted further details. There was an original mural in the back that was painted over, and there was a curtain that is historic, which staff kept. Board Member McCray suggested painting around the mural so the rest of the painting could proceed. Presently, the building is losing money. Mr. Simon wanted to move the work forward. The Board bought the building with all the furnishings. Chair Grant wanted the Board to get an appraiser to see if there was anything of value in the building. He asked if the building would have new furniture as some people do not like to use old items and the Board could keep or sell the item after they learn if the items have historic value. Board Member McCray did not want the building to lose its historic effect. Ms. Shutt explained staff would keep the historic contents. Chair Grant suggested itemizing the contents, and taking inventory and pictures to create a record of the artwork and furniture. Vice Chair Katz suggested making those types of decisions when the Board determines a use for the building. If the Board tries to retain the decorum of the building, it may limit use of the building to individuals who favor that style. He thought the building should have a flexible and neutral interior. Chair Grant agreed. 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 E. The Model Block Infill Housing Project - NW 11th Avenue Roadway Project Ribbon Cutting Mr. Simon explained a ribbon cutting for the above project associated with the Model Block Infill Housing project occurred. The project was a joint collaboration with the City and the CRA, which despite the heat was well attended and the newspapers carried it. The CRA appreciated the Community Caring Center, Habitat for Humanity, and the City's involvement with the project. An image of the project was viewed. Mr. Simon noted the grassy area where the next 10 new homes would be built by Habitat for the Model Block. A groundbreaking ceremony was held for Habitat for Humanity at the east end of NW 11th. It was a moving experience. He thanked the Board for their participation and partnership. Board Member McCray thanked the CRA for the fence on the north side next to Poinciana Elementary School and he was glad to see the Principal of Poinciana attended. Board Member Romelus was excited about the partnership with Habitat for Humanity and other community partners. F. Palm Beach County Housing Authority Project Update Mr. Simon explained the CRA received a letter from the Housing Authority to schedule a meeting. A meeting was planned for early July, which did not occur and it was rescheduled for August 30th at 10 a.m. at the CRA office. The City Manager, Mr. Simon, and Ms. Jones-Gilbert, Executive Director, Mr. Larry Greenberg, Chief Operating Officer, and the Property Asset Manager from the Housing Authority will be present. A report about the meeting will be made at the September meeting. Chair Grant noted the Housing Authority has their next meeting on August 19th and he planned to attend and explain the Board's position to build something together. It is a big undertaking to do all things at once, based on the letter the Board wrote. There were no objections from the Board for Chair Grant to attend and provide the Board's position based on the letter. 11. Consent Agenda A. Financial Report Period Ending June 30, 2019 B. Financial Report Period Ending July 31, 2019 C. Approval of CRA Board Meeting Minutes - July 9, 2019 12. Pulled Consent Agenda Items Motion Board Member McCray moved to approve the Consent Agenda. Board Member Penserga seconded the motion. The motion unanimously passed. 7 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida August 13, 2019 ® Public Hearing 14. Old Business A. Consideration and Discussion of Fiscal Year 2019/2020 Budget Jobara Jenkins, Accounting and Finance Manager, noted page one of the budget report and announced staff found additional funding in reference to the DIFA that could be reallocated. The amount was $237,296. This was due to a decrease in the DIFA from Casa Costa at $43,500, Walmart at $100, Seaborn Cove Phase I at $8,250, Seaborn Cove Phase 11 at $10,500, and 500 Ocean at $174,946. As of the July meeting and with the additional funding, the amount available to reallocate was $499,505. Vice Chair Katz noted an upcoming item regarding a property on MLK Jr. Boulevard. He recommended, if there was any desire to try to acquire or appropriate funds to acquire the property, the Board use most of the unallocated money. One property could use up a majority of the available funds and there would be much less money to acquire other parcels. Board Member McCray agreed and wanted public input before voting. Board Member Penserga wanted to increase funds for the Art Walk. The walks receive about 1% or less of the total events budget and the walks have been successful. He supported a prior discussion to increase the allocation from $6K to $20K, pending data from staff. Mercedes Coppins, Business Promotion and Events Manager, placed information on the dais that outlined the request at the last meeting for the In Culture Art Walk in January. She provided a budget breakdown, which gave a full overview of funds spent and a recap of the event provided last February 2019. Board Member Romelus requested a year-to- year analysis, but there was only one In Culture Art Walk in January 2019. Additionally included was an overview of the Rock the Plaza events with the dates and locations for fiscal year 18/19 and the estimated attendance for each event. Board Member McCray agreed to support the Art Walks, but only for$10K. Board Member Romelus queried why a $20K allocation was requested. Board Member Penserga estimated $6K per event, which was about $6,500 per event. If the event was doubled, it was $13K. There are marketing costs and he believed $4K would cover marketing for both events. The request was for $20K because there would be two events. Mr. Simon thought $17K for two events was appropriate. Chair Grant noted the CRA Advisory Board wanted to add an additional officer to the Neighborhood Officer Program (NOP). Chair Grant supported adding a Community Service Officer (CSO), not necessarily a sworn officer. He was happy to see the economic development grants. The CRA Advisory Board wanted to increase the allocation to $289K. Chair Grant wanted the Board to consider having a safety grant so 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 certain CRA businesses could apply for a 50% reimbursement for security cameras and floodlights. The maximum reimbursable amount was $5K on a $10K investment. He felt it would help improve safety, especially with the new Real Time Crime Center. Vice Chair Katz supported the $17K or $20K for two Art Walks and more advertising, noting the art area was included for a reason and the Board should pay attention to it since the last event was successful. He liked the Chair's idea about reimbursement for security upgrades as long as recipients agree in writing to a tie into the Police Department, effectively becoming part of the Real Time Crime network. Vice Chair Katz expressed his concern over who pays for the NOP and who the appropriate funding source was. The CRA Advisory Board increased the cost. A CSO is less, but at some point if they have a CRA Police Force, it would raise questions as to if it was an appropriate use of the funds. Those funds could be used to alleviate slum and blight in the future. He thought the program would expand and the City Commission should allocate City funds so CRA funds could be used to rehabilitate slum and blight. Marsha Levine, 625 Casa Loma Boulevard, was present. Board Member McCray asked Ms. Levine if the $20K increase was too much money. Ms. Levine advised she was a new resident, but she recognized how special Boynton Beach was with so much public art. She joined the Arts Commission as an art lover and serves as Vice Chair. She works in the Cornell Art Museum and is aware of how successful the Delray first Friday Art Walk is as she visits other South Florida Art walks. The Boynton Beach Arts District is currently, the only thriving outlet for community artists. It needs funding to grow. Parking is challenging as the crowds grow. She recommended a shuttle service during the event. When funding brings in quality vendors, which occurred with the last Art Walk, attendance rose. She attended every art walk since she moved to Boynton Beach. The crowd size is growing and it needs marketing and funding. Boynton Beach is hungry for events like this and it will take more funding to make them successful. Susan Oyer, 140 SE 27th Way, reiterated Ms. Levine's comments. The event became very large very quickly and she believed the District could benefit from the CRA's expertise. She agreed a shuttle bus or crossing guards is needed and parking is the big hindrance. Board Member McCray asked if the NOP needed a Sworn Officer or CSO. Captain Paul Deale explained the CRA Advisory Board wanted four Sworn Officers and one CSO. A Sworn Officer has arrest powers and can respond to certain calls that a CSO could not. CSO's cannot take sworn statements or issue criminal citations. They can only handle non-criminal activities, parking violations and traffic crashes. Captain Deale advised Chief Gregory would have to make the final decision. From a Police Department standpoint, they would love the suggestion of another officer. Board Member McCray thought there was one Sworn Officer and one CSO approved by the City Commission. Captain Deale agreed. He clarified Sergeant Diehl would be taken off the CRA budget and a third officer added to the CRA budget. There will be three officers and one CSO. 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Board Member Romelus was fine with the original proposal for three Sworn Officers, and one CSO Officer. Policing is important, but she would rather see the $100K for the Officer be used for other items. As to Board Member Penserga's request for the $20K for the arts, she would like to see numbers. If the numbers justified the results, she would support. She wanted to see a proposed budget and an itinerary. Her concern with the Art Walk was about safety and she thought the Board should consider another location. She did not want a shuttle and wanted to move the Art Walk. Board Member Penserga was in favor of the Safety Program and agreed with Vice Chair Katz they need more officers, but he did not think they needed their own police force. He supported the Art Walk. Chair Grant noted there is a cross walk with a lighted signal for people to cross to the Art Walk. He requested looking into the free shuttles popping up in different locations. He noted a representative from Habitat for Humanity was present and requested he present how they use their non-profit grants and the Board explore raising the allocation as well. Mohamed Abdalla, Habitat for Humanity, 181 SW 5th Avenue, Delray Beach, explained they are interested in a grant for $75K. He distributed historical data from 1998 to the present day in Boynton Beach, noting they completed 76 projects. Three projects are still under contract and five were pending, bringing the total projects to 84. They want to use the grant and grow their neighborhood revitalization program. This past year, they completed 11 projects. Their goal is to double the projects to 25 this year. From 2010 to 2019, they completed 72 Brush with Kindness projects, 23 critical repairs, one community master project, four community cleanups, and one Resource Fair. They want to continue the close relationship they have with the City and CRA and double the amount of projects, if awarded the grants. As of July, the Board allocated $95K. Mr. Simon explained the Board could decide if they want all of the funds in the line item or a percentage of it to be used by applicants of the economic and business incubator type, non-profits and housing and rehab and affordable housing non-profits annually. Last year, the CRA Advisory Board decided 80% of the funds would go for rehab or housing, bricks and mortar, and 20% for other types of economic development programs. Vice Chair Katz commented the Board has grants. Every year, the Board gives the bulk of their grants to the Community Caring Center and Habitat for Humanity. In addition to qualifying for the grants, which are open to any non- profits, the Board typically gives land to the entities as the Board is financing the expansion of the Community Caring Center and the relocation of it. He worried if they create a grant for these two organizations, they should name the grants for them because it gives the perception the Board has set aside an allotment for them. These grants should be available to entities who may not be as competitive or well established. Attorney Duhy announced the 2019 Legislative issue resulted in changes to language in the Statute regarding what was an allowable CRA expenditure. There was a clause stricken and non-profit grants was an area they are researching. The work done with 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Habitat is within the parameter, but not the job training. It is more of the other non-profit events. The CRA mandate is for private enterprise. Chair Grant asked if it was better to have non-profit grants for rehabilitation and economic development. Ms. Shutt explained there are four categories under the grant and one is to eliminate slum and blight. There was some inquiry from Community Greening about planting trees. Staff will bring it back to the Board and it would be fine if the Board wanted to eliminate a category. Attorney Duhy explained what the Board has been doing has been fine. It is specific to the activity. Items that were questionable were items not expressly listed in the language. Chair Grant felt outcomes for non-profit grants was fine, but if called a non-profit grant, it may be murky. Chair Grant requested further clarification on all categories and thought grants should be open to all businesses: not just non-profits and the Board can determine if the total of $95K was for all the categories or specific ones. Currently it is the total for all categories. Chair Grant requested the categories be discussed at the next meeting and thanked Habitat for all they do. Ms. Oyer explained the Boynton Beach Arts District is privately owned and moving is not an option. She explained she had suggested the CRA Advisory Board add an extra officer as she gets calls from people in District II and INCA as they are upset about security and they are not in the HOB. He:-thought was another officer would patrol the entire District, excluding the HOB, as it is already covered. The south end of the CRA District would like another officer. Mr. Simon advised the Board funded all of the recommendations staff made at the last meeting but the Professional Services line item (Development Services, Architecture Engineering). If approved, the allocation would fund engineering services for NW 3rd Street leaving $65K in professional services. Mr. Simon suggested the allocation be increased $35K for a total of$100K. The line item in the current year budget for the Economic and Business Development Grants has about $175K to $200K worth of requests pending approval before the end of the fiscal year. If that occurred, staff would only have $150K on October 1st. With the current amount available, there would be $272K for October 1st. The Board could allocate a different amount. Mr. Simon wanted the Board to be aware that given the importance of the project on MILK Jr. Boulevard, it would take precedence over funding programs, but the Board could or decide not to increase the funding. Vice Chair Katz supported per the Executive Director's request adding $35K to Professional Services. He assumed the budget already included the $5K for the Art Walk and adding $12K to the line item for a total of $17K. He supported allocating $200K for MILK Jr. Boulevard in anticipation of a potential property acquisition that is on the agenda later in the meeting. Those three items totaled $247K out of $499K leaving $250K. He supported allocating some to the Economic Development Grants, but did not want to allocate all of the funds as other Board members could make allocations. There was $174K left. 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Board Member McCray was in favor of Board Member Penserga's recommendations, but he supported a $20K allocation for the Art Walk. There was consensus for $20K for the Art Walk. Board Member McCray favored the status quo with three Sworn Officers and one CSO. Sergeant Henry Diehle explained that on March 13th the Police Chief made a presentation to the Board for three Sworn Officers and one CSO. He will still be in charge of the unit, but the City of Police Department will pay his salary. Sergeant Diehl reiterated the change was the one CSO added on. Board Member Romelus did not want a fifth officer, but wanted to know what the difference in cost was if the CSO was replaced with a fourth Officer, and learned it would be about $50K. Board Member Romelus was fine with the three officers and one CSO. She agreed the remainder of the cash should to go towards the Business and Economic Development line items. Chair Grant advised V-J Day at Veterans Park in the CRA was forthcoming and the CRA has not promoted those events. He would like to see that changed. He also saw no May event, and they have Armed Forces Day on the Third Saturday in May. He wanted to see if they could partner with the Fish Depot Bar and Grill and Veterans Park for an Armed Forces Day and give special promotions to Boynton Veterans and surrounding areas. He suggested adding $15K to $20K to the Marketing and Events line item. Attorney Duhy explained one question on CRA allowable expenditures had to do with marketing and events. The law on that is from Attorney General Opinions that relied on a clause that was deleted. Some events are within the realm of allowable expenditures, but they have to be directed to marketing businesses and economic development. She would bring back additional information, but some events may be questionable. Mr. Simon commented he also anticipated the second Art Walk would be scheduled in May. The CRA could offer social media and cross marketing for veterans events because it does not involve spending money and it markets the overall CRA. Chair Grant commented when they attend Palm Beach County Days that they would see if they are eliminating Veteran events, He supported adding $50K to Business and Economic Development Grants and the remainder to the MILK Corridor area. Vice Chair Katz asked if the Lionfish Derby continuation was included in the Events line item and learned it was. Board Member McCray agreed with Chair Grant and did not want all the monies going to Business and Economic Development grants. Board Member Romelus agreed with the others about Business and Economic Development Grants. She learned of a pilot project from North Miami to help prevent crime at the Sister Cities Conference. The program purchases cameras for people who 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 want to stop crime but cannot afford to buy one. They form a partnership with the local Police Department to provide Ring cameras and video feeds to help crimes to be solved. The program effected a significant decrease in crime rates. Ring cameras cost $150. She thought about purchasing 100 cameras for $15,000 to fund the program and placing them at the homes of a few interested volunteers per street would be appropriate, spanning from the Intracoastal area to the Heart of Boynton. There was consensus. Vice Chair Katz would support it, as long as the grant was used in the CRA area, as there are some areas that were more crime prone. There would need to be criteria. He did not know what the qualifications would be, but it was essential the cameras be used for the intended purpose. Chair Grant thought the Safety Grant he had mentioned earlier for businesses could include residential properties as well. Mr. Simon explained they are involved with affordable housing with partners that focus on income levels. He thought they might want to fund Ring Cameras for the Model Block, Ocean Breeze West and other income eligible residences, through Habitat for Humanity. Staff should bring the item back for discussion and tie it into income eligible recipients, targeting affordable areas or other areas needing additional security measures. Attorney Duhy advised there is an additional cost for the Ring owner to maintain an archive of videos, but agreed it is an overall deterrent. Board Member McCray supported marketing the program to anyone who would like one, but did not favor giving Rings to all Habitat homes. He favored providing the cameras to the elderly and anyone else who qualified. It was noted Wi-Fi is required. Commissioner Romelus did not feel Wi-Fi was an issue because most families having students receiving free or reduced school lunches qualify for internet from Comcast for $10 a month. The Wi-Fi issue could be resolved. Board Member Penserga supported the initiative. He recommended staff approach the company as it is a pilot program and they may want to contribute cameras as part of a pilot program or give a group discount. Board Member Romelus directed staff to speak with the Police Chief because they were doing something with the cameras and she thought this could expand the effort with a much lower cost. There was agreement to add $124,363 to the MLK Corridor item. There was also consensus on the draft budget for the next meeting. B. Approval of the FY 2019 - 2021 Boynton Harbor Marina Dockage Lease Agreement Tabled 7/9/19 Motion Board Member McCray moved to remove the item from the table. Board Member Romelus seconded the motion. The motion unanimously passed. This item was tabled pending information on transient dockage and comparable marina lease increases. The rents generated $14,800 in transient slip rentals outside of annual dockage agreements at the $2 pricing. The 50-cent increase would provide an additional 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 $7,400 if the same amount of transient rentals occurred. They are adding advertising to the Marina as boaters can register and find transient slip rentals on the go. There are services and location benefits the CRA Marina has over other marinas, which go well with restaurants and Ocean Avenue. He did not believe the 50-cent difference put the Marina in any danger of turning away boaters. (Board Member Romelus left the dais at 8:35 p.m.) Chair Grant asked Bryan Smith, Harbormaster, if he noted an increase in transient dockage now that the Marina rent is less than other marinas. Mr. Smith, Harbormaster, explained the increase occurred after the building was complete and the addition of the store. Rentals have been steady since then. (Board Member Romelus returned to the meeting at 8:37 p.m.) Chair Grant noted the Marina competition increased their rental rates and thought the $2.50 rate would add value. In a discussion earlier in the day with the Harbormaster, it was suggested the CRA staff start providing event items for the different CRA events for people to buy. It could be a marketing tool. Mr. Smith noted they sell out of cuzzies. The Marina was looking for different cuzzies for the season, but would welcome the Chair's suggestions. Chair Grant wanted the non-transient dockage fee to remain the status quo. Motion Board Member McCray so moved. Vice Chair Katz seconded the motion. The motion unanimously passed. C. CRA Board Discussion and Consideration of Executive Director's Annual Performance Review Chair Grant did not recall seeing an email about the item. He was able to fill out the review earlier in the day. He asked if the other Board Members wanted to fill out the review before the next CRA meeting. There was agreement to do so. Attorney Duhy asked Mr. Simon if he agreed to the postponement and he did. His contract ended in May and any increase would be retroactive. Motion Board Member McCray moved to table to the next meeting. Board Member Romelus seconded the motion. The motion unanimously passed. Attorney Duhy noted Mr. Simon's contract does not have a fixed term, but he still has an annual review to consider pay and expenses. 14 Meeting Minutes Community e evelop ent Agency Board Boynton Beach, Florida August 1 , 2019 D. 211 E. Ocean Avenue Project Update Mr. Simon explained the Board had requested staff provide an update about the 211 E. Ocean property and potential redevelopment activities around the parcel. In July, it was suggested the property be used as a CRA office, but the discussion ended as the CRA is moving to City Hall when the current lease expires. The 211 E. Ocean Avenue building is there and no new funds were invested in it. Mr. Simon had several meetings with adjacent property owners about them combining their properties and Mr. Simon met with individuals who noticed the proximity to the Town Square and redevelopment opportunities. If the CRA Board wants to continue those discussions, he could bring back a letter of interest, or issue an RFP. Chair Grant was not ready to go to RFP and thought speaking with adjacent property owners was best. Chair Grant noted the City moved the Kapok Tree and the building was older than the tree. He suggested the Board Members tour the building, which he thought, could be used for a Visitors Center for the new green space. The City does not have a Visitors Center and he did not know if the City Hall Library would serve that function. Barring the costs, the property value could be used to defer those costs to the adjacent property owners. Board Member McCray favored the Visitor's Center and pointed out the Chamber of Commerce had information years ago. He wanted visitors to know what was going on downtown. Vice Chair Katz commented the house needed to be moved one way or another, whether it is demolished or not. After years of exhaustive attempts to find a use above someone cleaning up the building and occupying it as a gift shop or other low intensive use. It was prime real estate towards the eastern development of Ocean Avenue and the Town Square. The house needs to go whether the building was repurposed or used as a welcome center. He did not support placing in on greenspace in the Town Square because they will lose the green space. He was concerned about spending additional money into relocating the building for the estimated $125K. He felt the home was on the local historic register to access historic building grants, although the building has no purpose. The home is 728 square feet. Chair Grant suggested Mr. Simon explore the two options using the two adjacent property owners to see what they are willing to do. G. Neighborhood Officer Program 2nd Quarter Report for FY 2018 - 2019 Motion Vice Chair Katz moved to approve. Board Member McCray seconded the motion. Chair Grant commented in the future, part of the program will not have a Sergeant specifically assigned, but they have access to the Captain from the Crime Prevention Unit. The new location will be in the CRA District in Ocean Palm Plaza. He wanted to see how the CRA could help with the conversion of that location. Board Member McCray asked when the office would move. Sergeant Diehl responded the Board approved 1 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida August 13, 2019 authorization to sign the lease. The tentative move-in date is October 1st of this year. He noted the report was the 3rd Quarter Report. Motion Vice Chair Katz amended his motion to accept the 3rd Quarter Report. Board Member McCray seconded the motion. The motion unanimously passed. H. Consideration of the October 8, 2019 Board Meeting Date Mr. Simon noted the October 8th meeting falls on Yom Kippur and asked if the Board wanted to move the date meeting date. There was consensus to meet on Monday, October 7th, 15. New Business A. Consideration and Discussion of the Letter of Interest Submitted by Bride of Christ Tabernacle Church for the CRA Owned Property Located on NE 10th Avenue Mr. Simon provided the location of the lot. The Church purchased the lot and approached the CRA about acquiring the CRAs vacant lot for a childcare center for 40 children, Monday to Friday from 7 am to 7 p.m. The Church provided a site plan and the plan meets the City's requirements. There was prior discussion about the need for childcare and with the new development from Centennial Management providing 125 to 130 more housing units, there would be an increase in children. The plan meets the City's zoning requirements. The Church has not provided a purchase price, but the property appraised for $49K on August 6t". Staff could ask for a price and bring it back with a formal offer of purchase. The CRA originally acquired the property through a land transfer between the City and CRA in 2010. It was an equal transfer. Board Member McCray noted the Church expanded. As for the child care development center, the property they own is fenced off and thought if the CRA sells them the property, the CRA could have access to the property for any event on MLK when nothing going on at the Church. Chair Grant commented Centennial Management is looking to expand NE 1St Street toMLK. If they need any right away or easement from the Church, they should include it. The Church was using city lots for parking on Sunday. He felt available child care helps economic development. He wanted the CRA Advisory Board to review the different day care facilities the CRA District has to see if they need to expand. He was aware of the Lutheran Non-Profit Florida Head Start. He wanted it broad reaching because of the new development that is ongoing at the Town Square and HOB. He requested a motion for the Advisory Board to review those two items. 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Motion Board Member McCray so moved. Board Member Penserga seconded the motion. Board Member Romelus was aware childcare was an issue and questioned what it had to do with the agenda item. She did not want to delay the issue for two months. Chair Grant explained he was trying to get all the information before making a decision. Board Member McCray agreed with giving it to the CRA Advisory Board. Currently, the property the CRA owns is fenced. There was no urgency to give the property away. Dara Marie Verna, Project Manager, explained the Church is a Mission Church which means they give away all of their funds. They had to tear down the other Church in 2016. They are a poor church, which created a problem when Ms. Verna attempted to obtain a mortgage to build the church. They wanted a day care and wanted to open it to the public. Ms. Verna conducted a review of the 18 day care centers in the area, excluding the YMCA, to decide what would work and learned the day care centers are pricey. The prices ranged from $150 for day care in a private home for up to six children to $290 a week. The area across the street is low-income. She spoke with the Church about giving the youth the best care, best teachers and programs that everyone else was offering, while offering it at a very low price, and they agreed. They can charge and still have a new state of the art facility with meal programs, Head Start and programs for single moms. Ms. Verna, when conducting the survey, noted most of the pricier centers had no vacancies. The day cares on the lower end did, but did not provide meals or the appropriate number of instructors for each class. The Church intends to have high quality teachers. Day care facilities have to be certified for Head Start and for other state programs. The Church only has services once a week and used the parking when the new Church was built in 2016. The builders, architect and others who built the Church charged reduced rates. The Church decided it was good to give a little back. Accessible local day care is needed at prices residents can afford. She offered to show her report of the 18 day cares surveyed and hoped the Board would consider their request. Vice Chair Katz asked if the Church was planning to operate the day care and learned the Church would hire the teachers and directors for the day care and they would be paid. If the CRA gives the Church the property, the Church will operate the day care and Unity of Title would be needed. Vice Chair Katz noted the Church members have children that would utilize the day care. He asked what percentage of the day care slots would be available to the public, versus the Church member youth. The parishioners live far away. A bus picks them up to attend services, so day care for parishioner youth would occur where the parishioners live. They only have one service a week. She thought having people moving across the street that are low income would keep the day care full. They need 40 people. They only use the parking on Sunday and when they have their service during the week after 5 p.m. The day care would be 7 a.m. to 5:30 p.m. or a little longer, because many day cares charge a dollar a minute if parents pick up their children after 6 p.m. Some cities also allow day care on Saturdays, but some do not. The plan was to offer day care five days a week, 6 a.m. to 7 p.m. or 6 a.m. to 8 p.m. 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 13, 2019 Board Member McCray was concerned the day care would be used by the parishioner's children and noted CRA dollars would be spent. He had a problem with what was presented and wanted the Advisory Board to review the item. Board Member Romelus asked to see the survey, which Ms. Verna agreed to forward, Ms. Verna reiterated a majority of the students would be local children because the parishioners live far away. Board member Romelus suggested Ms. Verna forward the information to the CRA Advisory Board and talk about the parking lot that is not used five out of seven days. Vote The motion unanimously passed. B. CRA letter of interest to purchase the property. Mr. Simon explained at the Board's direction, staff was monitoring activities with the closing of the Family Dollar store and spent time with Ken Dodge from Legal, trying to stay in front of the Family Dollar Corporate entity. A property owner and investor owns this property. Staff was able to locate the owner and Legal conveyed the Board's interest in seeing the property be successful. The owner was contacted and open to the CRA's efforts. He would use the CRA's assistance to find a tenant, sell the property if they found a purchaser, or even if the CRA was interested in purchasing the property. The owner is actively negotiating a lease buy-out with the Family Dollar, as they are an active tenant under the terms of the lease. If the CRA wanted to purchase the property, he would want $1.1 M to $1.2M, which is the difference between what Family Dollar Corporation is willing to pay the owner to release them from their obligations under the lease. He was giving the CRA the right of first refusal. Board Member McCray asked how much the CRA spent on the property and learned they spent about $800K for two vacant lots that comprised the site plus $103K in Economic Development grants. Boos Development constructed the building. Board Member McCray thought the CRA was suckered. He did not want to pay another$1.1 M or$1.2M. Board Member Penserga support keeping the property under the CRA's control and favored purchasing the property. Chair Grant noted the appraised value of $1M to the Boos Family and placed a soft second on it so they could not just turn around and sell it. He thought it was an opportunity to obtain an 8,000 square foot building that could be used for a grocery store the community always wanted. He thought it was foolish to think the owner would do anything in the range of$1.1 to $1.2M and thought the Board should offer the $1.2M as their highest bid to avoid negotiating back and forth. Board Member Romelus agreed with Board Member McCray. When Family Dollar was built, it was all they could get. At this point, the CRA has a much better layout of what 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 1 , 2019 MILK Jr. Boulevard would b-- and can recreate an anchor on MILK Jr. Boulevard and Seacrest. The food dessert in the HOB would also be alleviated. Vice Chair Katz commented many of the properties have not turned out the way they wanted. He felt the CRA should wash their hands of the matter, but recognized the value in trying to control the property, which is adjacent to a major project. If the CRA does purchase the property and discuss a grocer or a green market, they would spent $1.2 million and just hand it to someone or sell it to someone at a discount. He could not support making a decision at this time because he did not know enough about it to allocate $1.2M. Chair Grant did not know what the owner would get from Family Dollar. If he only gets $300K or $400K, the CRA's offer would not be good enough and he would ask for more. If he gets $1.5M, he would take the CRA's offer. The property sold in 2016 for $2.5M, so the CRA would be getting the building for less than it would have cost the CRA to build. If they do not make the offer, they have no chance to control the outcome. Acquiring the property would allow the Board to decide what would occur at the site. They have a myriad of options and it will add value to the Centennial Management project by allowing for additional parking. He noted Centennial can only build three stories because do not have a parking garage. The property is Mixed-Use II, which allows height up to 65 feet. He did not think the developer has any issue of paying property taxes, which are $40K a year. Chair Grant asked for a motion to approve spending $1.2M to move ahead with the letter of interest. Motion Board Member Penserga moved to approve the letter of interest. Board Member Romelus seconded the motion. The motion passed 3-2 (Board Member McCray and Vice Chair Katz dissenting.) C. Consideration of an Interlocal Agreement between the Boynton Beach CRA and City of Boynton Beach for Engineering Services Related to the NE 3rd Street Roadway and Utility Improvements Project. Motion Vice Chair Katz moved to approve. Board Member McCray seconded the motion. The motion unanimously passed. D. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2019 Annual Conference on October 16-18, 2019 in Tampa, Florida 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 1 , 2019 Chair Grant requested confirmation the item would permit all five Board Members to attend the Conference. Vice Chair Katz and Board Member McCray advised they could not attend. Chair Grant attended last year and thought it was very beneficial. He noted there are two CRA Advisory Board members that would attend and he requested they provide a report on the sessions they attended, what they learned and what they would like to see the CRA Board change. Board Member Penserga would like to attend, as did Board Member Romelus. Board Member McCray requested Board Members Romelus and Penserga also provide a report. Motion Board Member Romelus moved to approve. Board Member Penserga seconded the motion. The motion unanimously passed. E. Consideration of the Invitation to the 37th Annual Business Development Board Gala for Palm Beach County Chair Grant commented he requested this item be put on the agenda, noting there is a significant cost to attend the award ceremony. He requested, since he was not attending the FRA Conference, to attend this function instead in order to meet and work with high level businesses in Palm Beach County. Board Member McCray thought the price was high and the cost for the ticket should be used for the CRA mission. He thought Chair Grant had networked long enough. Board Member Penserga agreed and commented he will not attend. The ticket cost was high and it is not a work related event. Board Member Romelus disagreed. She will not attend, but thought Chair Grant could. It is a coveted board and she thought he could meet employers to help grow the City. Vice Chair Katz thought it was extravagant. He thought it an irony for a Business Development Board to throw an event for the CRA and charge the highest ticket price. He could not support the event at this time. David Katz, 67 Midwood Lane, explained the meeting backup states there is a budget for meetings and conferences. He asserted the event was a gala. He thought it was a meet and greet and attending may go outside the constraints of Chapter 163. He requested the Board not approve the request. The FRA is a much more important event and it has lectures and workshops. This event was just a dinner. Ms. Oyer opposed attending the event. She asked if other cities were attending. She commented it is expensive and overpriced even for the Breakers. She thought if Chair Grant truly wanted to go, he could use his expense funds. Boynton Beach is the third largest City in Palm Beach County, and the City is on every radar. She questioned how 20 Meeting Minutes Community Redevelopment Agency Board Boynton each, Florida August 13, 2019 the event matched the CRA's mission and requested the Board vote against it as it is not a good use of taxpayer dollars. Seeing there was no agreement on the issue, Chair Grant moved to the next item. 16. CRA Advisory Board A. CRA Advisory Board Agenda - August 1, 2019 B. CRA Advisory Board Meeting Minutes - July 8, 2019 C. Notice of Relocation of the September 5, 2019 CRAAB Meeting D. Pending Assignments E. Reports on Pending Assignments F. New Assignments Child Care and Bride of Christ Letter of Interest. 17. Future Agenda Items A. Consideration of Terms for the Purchase and Development Agreement with the Community Caring Center Boynton Beach, Inc. (CCC), for their property located at 145 NE 4th Avenue B. Discussion of a Joint Venture Agreement 18. Adjournment Motion There being no further business to discuss, Board Member McCray moved to adjourn. Board member Romelus seconded the motion. The motion unanimously passed. The meeting was adjourned at 9:37 p.m. Catherine Cherry Minutes Specialist 21 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.C. SUBJECT: Approval of Renewal for Delray Finest Signs & Graphics, LLC's Consultant Agreement for Graphic Design Services SUMMARY: On August 3, 2018, a Professional Graphics Design Services Agreement was executed with Delray's Finest Signs & Graphics (DFS) in an amount not to exceed $34,465 for the Boynton Beach CRAAnnual Creative Marketing Campaigns and Annual Report (see Attachment 1). These services include the design of marketing materials for the CRA events described in Exhibit A of Attachment 11, Annual Report, and occasional electronic or print marketing materials for projects. The CRA has the option to renew the Agreement for three (3) additional one (1) year terms, subject to a renegotiated fee and mutually agreed upon terms and conditions in accordance to Paragraph 30 of the Agreement. This will be the first renewal term and will expire on August 11, 2020 unless the CRA exercise its option to renew for a second one-year term. DFS has met or exceeded the CRA's expectations with respect to completing the deliverables on time and within the budget this past year. The CRA would like to renew the existing Agreement subject to the revised Exhibit A, Scope of Work, and Exhibit B, Consultant Fee Schedule. These Exhibits were revised to accommodate Board direction on the number and types of marketing campaigns needed for the business promotional events in FY 2019-2020. The new not to exceed contract amount is $39,845 (increase of $5,380) and may be adjusted by the CRA pursuant to Paragraphs 2 and 3 of the Agreement. All other terms and conditions shall remain the same. FISCAL IMPACT: FY2018-2019 Budget, Project Fund, 02-58400-445, $10,600 FY2018-2019 Budget, Project Fund, 02-58500-480, $26,945 FY2018-2019 Budget, General Fund, 01-57400-216, $2,300 Total: $39,845 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (pages 128 — 131) CRA BOARD OPTIONS: Approve the first renewal term, FY 2019-2020, of Delray's Finest Signs & Graphics, LLC's Consultant Agreement for Graphic Design Services in an amount not to exceed $39,845. ATTACHMENTS: Description D Attachment I - DFS Executed Contract for Graphic Design Services D Attachment II - DFS Renewal Letter Final Boynton_Beach Community Redevelopment Agency Consultant Agreement for Graphic Design Services This Consultant Agreement (hereinafter "Agreement") is made by and between Delray Finest Signs & Graphics, LLC (hereinafter the "Consultant") and the Boynton Beach Community Redevelopment Agency, located at 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "Parties"). In consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties acknowledge, the Parties agree as follows: 1) Notice and Contact. Contact Person for the Consultant: Lola Swanson Business Name: Del ray's.,Finest Signs & Graphics,_._LLC Address: 101 S. Congress Ave. Suite H Delray Beach, FL 33445 Telephone Number: 561-900-0235 Email Address: Lola&dfsgraphics.com a. Contact Person for CRA : Name: Tracy Smith-Coffey Address: 710 North Federal Highway, Boynton Beach FL 33435 Email Address: Smith-CoffeT@bbfl.us Telephone Number: 561-600-9096 Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the persons listed above as the respective places for giving of notice. 2) Description of the Consultant Services: The Consultant will perform the graphic design services as described in the Scope of Work (attached hereto as Exhibit "A" and hereby incorporated herein), and Consultant's Proposal (attached hereto as Exhibit "B" and hereby incorporated herein). The CRA may make additions, deletions, or other changes the Scope of Work at any time by providing notice to the 01009005-2 Consultant. Any additions to the Scope of Work will be consistent with the Request for Proposals (RFP) to provide Graphic Design Services for the Boynton Beach Community Redevelopment Agency (CRA) on an Annual Basis issued by the CRA in June, 2018 and Consultant's Proposal (Exhibit "B"). The obligations of the Consultant described in this paragraph shall be referred to in this Agreement as the "Consultant Services." In the event of a conflict between Consultant's Proposal (Exhibit "B") and another term in this Agreement, the terms outside of Consultant's Proposal shall control. 3) Compensation. The CRA shall pay the Consultant for the performance of the Consultant Services in an amount not to exceed Thirty-Four Thousand Four Hundred and Sixty-Five and 00/100 Dollars ($34,465.00) for the Boynton Beach CRA Annual Creative Marketing Campaigns and Annual Report as described in Sections A and B of the Scope of Work, attached hereto as Exhibit "A". Payment for each individual campaign shall not exceed the amount described for each individual campaign in Exhibit "B". Payment for the Annual Report shall not exceed the amount described for the Annual Report in Exhibit "B". Other graphic design services as described in Sections B - F of the Scope of Work in Exhibit "A" shall be provided at a rate of Sixty and 00/100 Dollars ($60.00) per hour. The compensation described in this paragraph shall be referred to in this agreement as the "Compensation." In the event of additions, deletions, or other changes to the Scope of Work as described in Paragraph 2 of this Agreement, the amount of Compensation may be adjusted, but the hourly rate of Sixty and 00/100 Dollars ($60.00) per hour shall not be adjusted without an amendment to this Agreement. 4) Form of Payment of Compensation. All payments of Compensation shall be made in the form of a CRA check made payable to: Delray Finest Signs & Graphics, LLC Payment of Compensation is dependent upon sufficient time having been allowed for processing. Payment shall be made within 30 days after submittal of an invoice for the Consultant Services, and in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance under this Agreement by the Consultant, either wholly or in part, and no Payment shall be construed to be an acceptance of or to relieve the Consultant of liability for the faulty or incomplete rendition of the Consultant Services. 5) Equipment, Etc. All equipment, transportation, and anything else necessary to provide the Consultant Services shall be provided by and at the expense of the Consultant. The CRA shall not be responsible for any equipment or other property of the Consultant brought to or left on CRA property. 6) Personnel. Consultant represents that Consultant has, or will secure, all licenses, certifications, and necessary personnel required to perform the Consultant Services under this Agreement. Such personnel shall not be employees of, or have any contractual relationship with, the CRA. All of the Consultant Services shall be performed by the Consultant, or under Consultant's supervision, and all personnel 01009005-2 engaged in performing the services shall be fully qualified and, if required, licensed or permitted under state and local law to perform such Consultant Services. Consultant warrants that all Consultant Services shall be performed by skilled and competent personnel in accordance with all applicable federal, state, and local professional and technical standards. 7) Cancellation. The CRA reserves the right to cancel or postpone the performance of the Consultant Services, or any portion thereof, for any reason. The CRA shall not be liable to Consultant for payment for any Consultant Services not yet rendered, but shall be liable for payment of goods (including materials and documents) received and Consultant Services rendered and accepted by the CRA prior to the date of notice of cancellation. 8) Default. The failure of the Consultant to comply with the provisions set forth in this Agreement or the parameters provided by the CRA for a specific project shall constitute a default and breach of this Agreement. If the Consultant fails to cure the default within seven (7) days of notice from the CRA or prior to a project deadline, whichever is sooner, the CRA may terminate this Agreement and refuse Payment accordingly. Nothing in this paragraph shall be construed as a limitation on any damages the CRA may incur or is entitled to as a result of Consultant's breach or default. If the CRA breaches the Agreement, the CRA shall have seven (7) days from the receipt of written notice of such breach to cure the breach. 9) Waiver. The CRA shall not be responsible for any property damages or personal injury sustained by the Consultant from any cause whatsoever related to the Consultant Services, whether such damage or injury occurs before, during, or after the performance of the Consultant Services. The Consultant hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by the Consultant. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 10) Indemnification. The Consultant shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property damages or personal injury, including death, sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment installation and removal) of the Consultant. 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 Consultant 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. 01004005-2 11) No Transfer. The Consultant shall not subcontract, assign, or otherwise transfer this Agreement to any individual, group, agency, government, non-profit or for-profit corporation, or other entity without express, written, prior permission from the CRA. 12) Time is of the Essence. The parties acknowledge that time is of the essence in the performance of the provisions in this Agreement and projects undertaken as a result of this Agreement. 13) Insurance. The Consultant shall obtain all insurance required by the CRA as described in Exhibit "C" to this Agreement, and provide proof thereof prior to performing the Consultant Services.The CRA and the City of Boynton Beach shall be named as an additional insured on the Consultant's policies (including products) with respect to liability arising out of work performed by the Consultant or acts or omission of the Consultant in connection with the Consultant Services or this Agreement. A waiver of subrogation shall be provided for all policies. All Insurance must remain in force for so long as is necessary to cover any occurrence relating to, resulting from, or arising out of this Agreement or the work performed as a result of this Agreement. The following information must be included in the Certificate of Insurance for the additional insured: Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 City of Boynton Beach 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 14) Tax Forms. The Consultant shall provide the CRA with completed W-9 forms in order receive Payment. The CRA shall provide the Consultant with an IRS Form 1099 where required under law. The Consultant further acknowledges that the CRA is neither paying Social Security benefits nor withholding taxes from the Consultant's compensation for the Consultant Services. The Consultant assumes all liability and responsibility for payment of the Consultant's (and the Consultant's individual members) own FICA and Social Security benefits and all taxes resulting from this Agreement. 15) No Discrimination. The Consultant 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. 16) CRA to Own Materials. The Consultant agrees that the CRA shall be the owner of all materials and other documents created by the Consultant on behalf of the CRA as part of its performance of the Consultant Services. Any and all documents, files, reports, programs, developments and innovations, whether written or electronic, which are developed, maintained, utilized or conceived by Consultant during the 01009005-2 term of this Agreement and in the course of the performance of Consultant Services hereunder shall be the exclusive property oft CRA and shall be submitted to the CRA along with the final invoice in a for acceptable to the CRA; and Consultant hereby assigns all right, title and interest in same tot CRA. 17) No Partnership, Etc. The Consultant agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that the Consultant is an (a) 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 of Consultant Services. The Consultant will exercise its own judgment in matters of safety for itself and attendees of the Event. The Consultant attests that it possesses a current personal accident and or personal health insurance policy. 18) No Infringement. The Consultant represents that in performing the Consultant Services under this Agreement, the Consultant will not infringe on the property right, copyright, patent right or any of right of anyone else; and if any suit is brought or a claim made by anyone that anything in conjunction with the ownership or the presentation of said Consultant or appearance as part of the Consultant Services is an infringement on the property right, copyright, patent right, or other rights, the Consultant will indemnify the CRA against any and all loss, damages, costs, attorney fees or of loss whatsoever. The Consultant shall not use the CRA's logos, or marks without the CRA's prior written approval. 19) Entire Agreement. This Agreement represents the entire and of 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. 20) Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shaII 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 for document sent via electronic mail), is transmitted document shall be deemed an original document for all purposes hereunder. 21) 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 oft fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to is shall be resolved by construing the terms of 01009005-2 this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 22) 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 oft 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. 23) 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. 24) Severability. If any part of this Agreement shall be declared unlawful or invalid, the remainder oft Agreement will continue to be binding upon the parties. 25) Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement oft Consultant contained inti Agreement. No waiver by the CRA shall be deemed a continuing waiver unless expressly stated in writing, and no action orinaction by the CRA shall be deemed a waiver. All waivers by the CRA must be expressly stated in writing. 26) Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: a. Keep and maintain public records required by the CRA to perform the Consultant Services described inthis Agreement. b. Upon request from the CRA's custodian of public records, provide the CRA with a copy oft requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law fort duration oft Agreement term and following completion of the Agreement if the Consultant does not transfer the records tot CRA. d. Upon completion oft Agreement, transfer, at no cost, to the CRA all public records in possession oft Consultant or keep and maintain public records required by the CRA to perform the service. If the Consultant transfers all public records tot CRA upon completion oft Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion oft Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided tot CRA, upon request from the 01009005-2 CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway, Boynton Beach, Florida 33435; or Simo _ bfl.us. The Consultant also understands that CRA may disclose any document in connection with performance of the Consultant Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. 27) Agent. If this Agreement is signed by the Consultant's agent, the agent warrants that he/she is duly authorized to act on behalf of the Consultant, that he/she is authorized to enter into this Agreement, and that the agent and Consultant are jointly and severally liable for any breach of this Agreement. 28) Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, expenses, and costs, including those at the appellate level, in addition to any other relief to which it may be entitled. 29) Compliance with Laws. In the performance of the Consultant Services under this Agreement, the Consultant shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including any applicable ethics and procurement requirements. 30) Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement("Effective Date"). Unless extended pursuant to this paragraph, this Agreement will automatically terminate after the performance of the Consultant Services and final payment by the CRA, or on August 11, 2019, whichever occurs first. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Consultant Services pursuant to this Agreement. The CRA may terminate this Agreement for any reason (including convenience) upon 30 days notice to the Consultant. The CRA has option to renew this Agreement for three (3) additional one (1) year terms, upon a renegotiated fee and at terms and conditions to be mutually agreed upon by both parties subject to the CRA's right to terminate. Should the CRA desire to renew the term of this Agreement, it must provide written notice, in accordance with Paragraph 1 herein, to the Consultant at least 30 days prior to the expiration of the one-year term. 01009005-2 31) Survival. The provisions of this Agreement regarding infringement, indemnity, waiver, insurance, agents, and cancellation shall survive the expiration or termination of this Agreement and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. 01009005-2 BOYNTON BEA HI CO Y REDEVELOPMENT AGENCY p 3 1 By. - - ate: ... _ Print 'me: Steven B. Grant, Chair STATE OF huA COUNTY s S TO ubscrib bef re me this_3!!day of 20 by�j k.N Suc person(Notary Public must check applicable box): is personally known to me [ ] produced their current driver license [ ]produced 'i e tificatt n. (NOTARY PUBLIC ) Notary Publi � k--' ' (Printed, Typed or Stamped Name of Notary Public) JAL-- Commissiono.: THERESA UTTERBACK F,!Y" ary Public-State of Floriday Commission Expires: ommission#GG 182820 Comm.Exp74 ires Feb 574 ,2022hrough National Notary Assn. EL Y' FINEST SIGNS& GRAPFHCS, LLC By: : �..w _ .. ® ate: Print e. Lola Swanson STA OF l O � COUNTY OF SWORN TO and subscribed before me this ° day of—R, , 20u person of Public y .............._ ..._ _ must check applicable box): i's person ly o to e [ ] produced their current driver license [ ]produced as identification. (NOTARY PUBLIC ) Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission o.: My Commission Expires: Meircedes n NOTARY PUBUd STATE O ... Comrn# 16242 01009005-2 Expires 6/19/2021 Blarney Bash • Design one 1-95 billboard 14'x48' • Design promotional collateral —Tx 9" postcards & 11"x17" posters • Design utility bill Insert 8 '/s" x 11" • Design street signs —4'x8' and 4'x4' • Design a full-page ad 10"x 13" for the Delray Newspaper • Design a full-page ad 7.25" x 9.5" for the Neighborhood News • Design two quarter page event ads 7.96" x 5" for the Coastal Star • Design a full page ad 10"x10.5" for the Gateway Gazette • Design one full page ad 9" x 11.5" for the Atlantic Current magazine Rock the Plaza • Design utility bill Insert 8 '/2" x 11" • Design promotional collateral —6"x9" postcards & 11"x17" posters • Design street signs —4'x8' and 4'x4' • Design six full-page ad 7.25" x 9.5" for the Neighborhood News • Design six full-page ad 10"x 13" for the Delray Newspaper • Design six quarter page ad 7.96" x 5" for the Coastal Star • Design six full page ad 10"x10.5" for the Gateway Gazette Boynton Harbor Marina • Waterway Guide Annual ad 7" x 4.875" • Design six quarter page ads 3.7625"x 5.0125" for the Coastal Angler • Design four quarter page ads 3.375 x 4.75 for the Marina Life Magazine • Design one full page ad 4.625" x 7.625" for the Discover the Palm Beaches Annual Magazine • Design three quarter page ads 3.5625" x 4.8125" for Florida Sport Fishing Magazine • Design a promotional rack card 5" x 10" • Design one custom tri-fold brochure 8 '/z " X 14" Historic Woman's Club of Boynton Beach • Design two full page ads 10"x10.5" for the Gateway Gazette • Design two full page ads 7.25" x 9.5" for the Neighborhood News • Design two full page ads 10"x 13" for the Delray Newspaper • Design two quarter page ads 7.96" x 5" for the Coastal Star newspaper 01009005-2 Exhibit "A" Scope of Work Section A Boynton Beach CRA Annual Creative Marketing Campaigns Boynton Beach Haunted Pirate Fest& Mermaid Splash • Design three 1-95 electronic billboards 14'x48' • Design utility bill Insert 8 '/" x 11" • Design promotional collateral —6"x9" postcards & 11"x17" posters • Design street signs —4'x8' and 4'x4' • Design a full-page ad 10"x 13" for the Delray Newspaper • Design Everydoor Direct mailer 8.5" X 11" mailer • Design a full-page ad 7.25" x 9.5" for the Neighborhood News • Design the Pirate Fest event map with the schedules of the performances • Design two 36"x20" Pirates Fest banners • Design two 4'x4' sponsorship event signs • Design a quarter page ad 7.96" x 5"for the Coastal Star • Design a 8 Y2" X 14" Treasure Hunt brochure • Design 8"x24" booth signage for businesses and sponsors • Design two full page ads 10"x10.5"for the Gateway Gazette • Design t-shirts for the event - One Pirates t-shirt pirates and one mermaids tank top • Design one full- page ad 9" x 11.5" for the Atlantic Current magazine • Design social media #BBPirateFest cards • Design a quarter page ad 3.7625"x 5.0125" Coastal Angler • Design a bus wrap for the Recreation & Parks school bus 86"X 42.5" broken up in two parts 35.75" x 21.75" and 35.75" x 14.75" Holiday Boat Parade • Design one 1-95 billboard 14'x48' • Design utility bill Insert 8 %2" x 11" • Design street signs —4'x8' and 4'x4' • Design two full-page ads 10"x 13" for the Delray Newspaper- Calling All Captains and event ad • Design a full page ad 10"x10.5" for the Gateway Gazette • Design two quarter page ads 7.96" x 5" for the Coastal Star- Calling All Captains & event ad • Design two ads for the Coastal Angler quarter page 3.7625"x 5.0125"—Calling All Captains & event ad • T-shirt design for the event 01009005-2 • Design one half- page ad 7" x 4.312" for the Discover the Palm Beaches Wedding & Honeymoon Annual Guide • Design one custom tri-fold brochure 8 %" x 14" Business Development Profile Magazine • Design one full page ad 8.62"5 x 11.125" Art District Event • Design promotional collateral —6"x9" postcards & 11"x17" posters • Design six full-page ad 7.25" x 9.5" for the Neighborhood News • Design six full-page ad 10"x 13" for the Delray Newspaper • Design six full page ad 10"x10.5"for the Gateway Gazette Valentine Heart Ball • Design promotional collateral —6"x9" postcards & 11"x17" posters • Design six full-page ad 7.25" x 9.5" for the Neighborhood News • Design six full-page ad 10"x 13" for the Delray Newspaper • Design six full page ad 10"x10.5" for the Gateway Gazette 80's Prom Night • Design promotional collateral —6"x9" postcards & 11"x17" posters • Design six full-page ad 7.25" x 9.5" for the Neighborhood News • Design six full-page ad 10"x 13" for the Delray Newspaper • Design six full page ad 10"x10.5" for the Gateway Gazette Business Development Business Promotion • Design six full-page ad 7.25" x 9.5" for the Neighborhood News • Design six full-page ad 10"x 13" for the Delray Newspaper • Design six full page ad 10"x10.5" for the Gateway Gazette • Design one custom tri-fold grant brochure 8 Y2" x 14" Section B Annual Report- The annual report is a high priority project. The annual report is due for publication in January of each year. The report will highlight the CRA's major accomplishments in the last year, and progress made on significant projects around the CRA Area. The report is used to give residents, property owners and other community 01009005-2 stakeholders a better understanding of the ongoing work that the CRA does, and will be widely distributed throughout the community. The Consultant will be responsible for providing copy and graphic design layout of the report. The report must be delivered in both print-ready and web-ready electronic formats. Section C Social Media Account - The CRA uses social media to inform the local and regional community of CRA news and projects; to increase awareness of the CRA mission, projects and initiatives; to engage stakeholders in various aspects of the redevelopment process; and to encourage an ongoing dialogue about redevelopment and economic development in the Boynton Beach community to increase transparency. The CRA currently maintains a total of four (4) accounts on four(4) social networks: 1. Boynton Beach CRA Facebook Page (hftps-//www.facebook.com�/BoyntonBeachCRA/ ) 2. Boynton Beach Haunted Pirate Fest & Mermaid Splash ( hftps://www.facebook.com/BBPirateFest/ ) 3. Boynton Instagram Page (hftr)s-//www.instaqram.com/?hi=en) 4. Boynton Beach CRA Twitter(hftps-//twifter.com/?1angfen) Additionally, the CRA also provides social media outreach to local businesses and organizations in the CRA area through our Social Media Outreach Program (SMOP). The Consultant, if requested, will be responsible for developing graphics for social media marketing campaigns or blogs for the above accounts and SMOP on an as needed basis. Section D Quarterly Email Newsletters-The CRA created an electronic newsletter as a way to bring awareness to the activities and important information regarding the CRA to its stakeholders. The newsletter is emailed to the CRA's iContact list of 1,612 subscribers on a quarterly basis, is posted on the CRA website, and is shared through a link on the CRA social media sites. Assistance with graphics in the Quarterly Email Newsletters will be on an as needed basis. Section E Website: wwmcatchboynton.com - Assistance with the CRA's website will be on an as needed basis. Section F Bonus Services - In addition to the above functions and services, the CRA may occasionally have a need for specialized marketing or promotional services, including photography, videography, printing, and website design and maintenance services. As it is not anticipated that the CRA will need these services on an ongoing or otherwise 0]009005_2 predictable basis, the Consultant may directly provide or assist in procuring these services. The Consultant shall provide the most competitive pricing when assisting the CRA in the procurement of these services. The CRA shall have sole discretion on the selection. 01009005-2 Exhibit "B" Consultants Prop al dam—paign (Flat fee) (Attachment "A ) Amount Boynton Beach Haunted Pirate Fest& Mermaid $4,650.00 Splash Holiday Boat Parade $1 ,455.00 Blarney& sh............ $1 ,815.00 the Plaza $4,780.00 Boynton Harbor Marina $2,805.00 Historic Woman's Club of—Boynton Beach $2,335.00 .. .......................... Business Development Profile Magazine $ 325.00 Art District Event $2,900.00 Valentine Heart Ball $3,530.00 .......... 80's Prom Night $3,530.00 Business Development $4,040.00 I of Annual Campaigns $32,165.00 ............ Annual Report(Flat Fee) (Paragraph III.A) $2300.00 Other As Needed Services (Hourly) (Paragraph III.C) $60.00 ---- son nt's Signature Lola Swanson Print Name Owner Title JUne25,X- )18 to 01009005-2 Exhibit "C" Insurance Requirements-The Consultant shall provide a certificate of insurance meeting the requirements prior to contract execution. The CRA reserves the right to ensure and require that the insurance coverages provided by the successful respondent are proper and that the insurers are licensed or otherwise qualified to do business in Florida. If at any time during the term of the contract the CRA determines that it is in its best interests to insist on an alternative insurance provider, it may do so and respondent (and sub consultants) agree to comply with the CRA's decision. The CRA also reserves the right to review, modify, or amend any required coverages, limits, and endorsements during the life of a contract and any extensions thereof. The CRA further reserves the right, but not the obligation, to review and reject any insurer providing coverage on the respondent's behalf because of the insurer's poor financial condition or due to the insurer's failure to operate legally in the State of Florida. Insurance Resuirements Without limiting any of the other obligations or liabilities of the Consultant, the Consultant shall, at his/her/its own expense, provide and maintain in force, until all of its services to be performed under the Standard Form of Agreement have been completed and accepted by the CRA (or for such duration as it otherwise specified herein),.the following insurance coverages: A. Worker's Compensation Insurance to apply to all of the Consultant's employees in compliance with the "Worker's Compensation Law" of the State of Florida and all applicable Federal Laws. Employer's Liability with limits of$100,000 per person, $500,000 per occurrence and $100,000 per each disease. B. Comprehensive General Liability with minimum limits of one million dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and $1,000,000 minimum Property Damage Liability. Additionally, coverage shall also include $1,000,000 aggregate on products and completed operations; $2,000,000 general aggregate. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements other than ISO Endorsement GL 2106, as Filed by the Insurance Services Office and must include: 1. Premises and/or Operations 2. Independent Consultants 01009005-2 3. Broad form Contractual Coverage applicable to this specific contract, including any hold harmless and/or indemnification agreement. 4. Personal Injury Coverage with employee and contractual exclusions removed. C. Business Automobile Liability with minimum limits of three hundred thousand dollars ($300,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: 1. Owned Vehicles 2. Hired and Non-Owned Vehicles 3. Employers' Non-Ownership D. Professional Liability Insurance with minimum limits per occurrence applicable to CRA projects as follows: Contract Cost Range Limit 1. $0 - $99,000 $ 250,000 2. 100,000 - 299,000 500,000 3. 300,000 -499,000 750,000 4. 500,000—Above 1,000,000 Coverage shall be afforded on a form acceptable to the CRA. Consultant shall insure that sub-consultants used for any portion of the project, maintain adequate levels of Professional Liability Insurance. E. The CRA and The City of Boynton Beach shall be named as an additional insured on the Consultant's policies and a waiver of subrogation shall be provided for all policies. Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 City of Boynton Beach 100 E. Boynton Beach Blvd. Boynton Beach, FL 33435 01009005-z CERTIFICATE OF LIABILITY INSURANCE f j=Z, 08 t, THIS CERTIFICATE18 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTSUPON THE CERTIFICATE .T CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELYT Y THE POLICIES BELOW. TI ETIF T F INSURANCE DOES NOT CONSTITUTE CONTRACT E 1 INSURER(S ),AUTHORIZED REPRESENTATIVE OR PRODUCTHE CERTIFICATE IMPORTANT: If the certificate bolder Is an ADDITIONAL INSURED,the polfcy(ies)must be endorsed. ff SUBROGATION IS WAIVED,subject to the terms and aonditians of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to ties cartificate holder In lieu such endorsement(s). -.CONTACT v Il, _ CU Ie E..LsIL 1964) 1- 0 I•• 7 ®507. 1921 NW 150 Ave. ' . inf0 camicinsurance.com 101SUR DISI VaR,DutGCOv GE NAIC B Pembroke Plan FL 330 INSURER A: n• ri IN SU R D _..._ F- B DELRAY'S FINEST SIGNS&GRAPHICS,LL IP6J c 101 S CONGRESS AVEUNIT ra I INS URI.9I t DELRAY BEACH FL 33445 IN5URER COVERAGES CERTIFICATE NUMBER- REVISION f IST CE iFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED D ABOVE FOR THE POLICY PERIOD-� INDICATED. NOTWITHSTANDING Y REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENTWITH RESPECT TO WHICH THIS CERTIFICATE Y BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CLUSIO D CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POUCY EFF TYP�. E'OF IN E P_ FCY NUMBER.._. S ...__.. ._ �.[ �IA� Y�'��L� d. 'W"Y� m �U X COMM-RCKLGEN ERALLUIMLITY I I } I ACH OCCURRENCE 5�� A CLA&G-UADE OCCUR I DrU G> rvRENrEQ .,10M PAC7058694 0705[201 02ilSF2019 WED EXP An,onet _... j PERSONAL&- V INJURY I$1 GEN L AGGREGATE LIMIT APPuES PER! ? I GENERAL AGGREGATE I$ PO LFCY ElJECT _j LOC ,DUCTS-CO Aor. F;Included t a. ., n.a:'T!{€wR .... ...................... .... _..._....._ . .., ....:. $ AUTOMOBILE LIABILITY COMBINED SINGLE L ..,_..._....... ..w.....=.a.m...................m. ANYAUTO BDDILYINJURY(Per pemen) $ ALL OWNEDSCHEDULED OILY INJURY( accident)I$ AUTOS a AUTOS INON-OWNED PROPMTYDAMAGE $ G WRED AUTOS AUT t I$ — . UMBRELLA LIA$ _ EXCESS LIAR I OCCUR EACH OCCURRENCE S CLAIMS-MADE; AGGREGATE L.y; I _ T PER DTH. _ IA LOYERS'L YIN! w I. LEL ANY OP r R,EXECUT,VEE L.EACH AG�DENT $ €=may in NH)EXCLUDED? j N 1 A l E.L.DISEASE EA EMPLOYEE describe under i 3 DESCRIPTION OF OPERATIONS 1 LOCATIONS!VEHICLES(ACORD 101,Additional Ra *r Schedule, y be attached 0 mane space Is ui ) I CERTIFICATE HOLDER C L TI BOYNTON BEACHCRA ISHOULD ANY OF THE ABOVE DESCRIBED LICIES BE CANCELLED BEFORE THE EXP{ TION DATE THER F, NOTICE V41LL BE DELIVERER IN 710 N FEDERAL HWY ACCORDANCE WITH THE POLICY PROVISIONS. BOYNTON BEACH,FL 33435 AUTHORIZED REPRESENAr _. _.....�� 0 I9811-2MA ACORD CORPORATION. All rights reserved. ACORD 25(20i t) The ACORDname and logo are i of ACORD DATECERTIFICATE OF LIABILITY INSURANCE (t lair rm THIS CERTIFICATE ISSUED AS A MATTER OF INFORMATION LY A140 CONFERS NO RIGHTSTHE CERTIFICATEHOLDER.THIS CERTIFICATE DOES T AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTERF Y THE POLICIES BELOW. iS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE . IMPORTANT: I the certificate holder is an ADDITIONAL INSURED,t is u endorsed. SUBROGATION ,sub o the policy, in policiesmay requirea o er n. Astatement on this certificate does not confer rights to the certificate holder In lieu of such a ). PRODUCER IiCONTACT C&C Insurance,Inc. .'EA FAX I 7 .(954 ,. 1- ; 07 1921 1Ave. InIIJ�c Pembroke Pines FL 33028E 4 ePoftn'AMofta URED INSURER - DELRAY'S FINEST SIGNS&GRAPHICS,LL se sR: 101 S CONGRESS AVE ,! DELRAY BEACH FL 33445 �i RERF� COVERAGES CERTIFICATE NUMBER: REVISION NUMBER. IS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMED A13OVE FOR THELICY RIOD INDICATED. NO I ST DING A REQUIRE RM OR CONDITION OF Y CONTRACTOR OTHER DOCUMENTWITH SP CTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCWSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Omsk- _ POLICY EFF POLICY TYPE OF am�. ,.e....... .....�.,_.... .,.,,,,,...- E .. �....�.. .✓1.;5 .�.�„I.w.,.... I�, � �" 0M°Ll W..4•e Y,�.:.�Yf@AAP R.n _ .... X COMMERCIAL GENERAL LIABILITY :EACH OCCURRENCE 81000000 d"GE TO RENTED A CLAIN&MADE ,"`kS OCCUR PRP I�� Een,)_ f$100W PAC705MG94 0211=118 0211'.4!2019 ME-D exp an one i 8 500Q PERSONAL s AoV INJURY $1000000 LAGGREGATER LIL#T APLIESPER, G AG EGATE 82 F-1 PRO-ICY JECTL--- LOG _ DUCTS-COW.IOPAGr. >Included AUTOMOBILE L NED St if LIK91T 5 _..._ — ... --- ANY AUTO jBODILY INJURY(Per pemenj ;S ALL OWNED SCHEDULED AUT AUT BODILY INJURY(Per accident)I$ - '. � a HtREDAUT I _AUTOS N FO t PERT`.®DAMAGE UMBRELLA Lt" I EXCESSUAB CLAYMSdfIAnE! ; AGGREGATE $ WORKERS COWENUTIONFR OTE!- AND EM PLOYERS LIABILITY YIN Af4YPROPRIETOPJPARTNEPJEXECUTIVE NIA E.L.EACH ACiDENT OFF EXCLUDED? 9 If (Mandatory inenbe )under t E L = EA E, , OYES S ....... _. O ,IS HcRv, _.___ a E L E LICYLINT S �IONDISEASE s._ _ _......m .. . .., _,.. 1 -_ ... _._.. ... _ .. v . _., � DESCRIPTION OF OPERATIONS f A NS I VE LES(ACORD 101,Additional R s Schedule,may be attached if more space Is ulred) CERTIFICATE HOLDER CANCELLATION CITY OF BOYNTON BEACHSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 100E BOYNTON BEACH BLVD. THE EXPIRATION DATE THEREOF, NOTICE ILL BE DELIVERED IN I ACCORDANCE WITH THE POLICY PROVISIONS. ` BOYNTON BEACH,FL 33425 AUTHORRED REPRESENTATIVE 988-2014ACORD e."ORPOR f N. Ail rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Formwe-9 Request for Taxpayer Give or to the (Rev.November 2017) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service No-Go to wwwJmgov1FormW9 for instructions and the latest information. I Name(as shown an your income tax return).Name is required on this line;do not leave this line blank. pIra 's Finest Si ns& ics�LLq 2 Business name/disregarded entity name,if different from above DeIraq's Finest Siqns&Graphics cli 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to CD following seven boxes. certain entities,not individuals;see M M instructions on page 3): CL 0 r_ [I Individual/sole proprietor or [I C Corporation El 8 Corporation El Partnership ElTrust/estate M single-member LLC Exempt payee code(it any) 0 C t0 0 Limited liability company.Enter the tax classification(C=G corporation,S=S corporation,P=Partnership)110s 2 Note-Check the appropriate box In the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC if the LLC Is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC Is another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code(it any) is disregarded from the owner should check the appropriate box for the tax classification of Its owner. O Other(see instructions)0- (Applies 1.a=.at. .i.WMd outside Um U.S) E] CLress(numand-apt.orsuiten-to)-See instruction-s" I Requester's name and address(optional) cn -----....... 101 S.C99,gress Ave! Suite H...... 6 City,state,and ZIP code Delray-,Beach,Florida 33445 ................... 7 List account number(s)here(optional) Enter your TIN in the appropriate box. a TIN provided must match the name given on line 1 to avoid [_ ial secu' number backup withholding.For individuals,this is generally your social security number(SSN}.However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Palt I,later.For other - — entities,it is your employer identification number( IN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Empi ar idnum Number To Give the Requester for guidelines on whose number to enter. E21, F5 a 4 7] 4 6 3 01 -1- 11 - i Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(f any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,yoqAm1pot required to sign the certification,but you must provide your correct TIN.See t ie instructions for Part 11,later. 7 Sign Signature of Here I U.S. mson I I Date 0, C) •Form 1099-DIV(dividends,including those from stocks or mutual General Instructions funds) Section references are to the Internal Revenue Code unless otherwise a Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments e Form 1099- (stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go tow .lrs.gov/For9. 9 Form 1099-5(proceeds from real estate transactions) Purpose of Form -Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an -Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number -Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption a Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number Use Form W-9 only if you are a U.S.person(including a resident ( IN),to report on an information return the amount paid to you,or other alien),to provide your correct TIN. amount reportable on an information return.Examples of information returns include,but are not limited to,the following. !f you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.11-2017) JIMMY PATRONIS CHIEF FINANICAL OFFICER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF WORKERS'COMPENSATION **CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS' COMPENSATION LAW' NON-CONSTRUCTION INDUSTRY EXEMPTION This certifies that the individual listed below has elected to be exempt from Florida Workers'Compensation law. EFFECTIVE DATE: 7/26/2018 EXPIRATION DATE: 7/25/2020 PERSON: LOLA M SWANSON EMAIL: LOLA@DFSGRAPHICS.COM FEIN: 205847463 BUSINESS NAME AND ADDRESS: DELRAY'S FINEST SIGNS&GRAPHICS, LLC DELRAY'S FINEST SIGNS&GRAPHICS 101 S. CONGRESS AVE., SUITE H DELRAY BEACH, FL 33445 SCOPE OF BUSINESS OR TRADE: Clerical Office Employees NOC IMPORTANT:Pursuant to Chapter 440.05(14),F.S.,an officer of a corporation who elects exemption from this chapter by filing a certificate of election under this section may not recover benefits or compensation under this chapter.Pursuant to Chapter 440.05(12),F.S.,Certificates of election to be exempt...apply only within the scope of the business or trade listed on the notice of election to be exempt.Pursuant to Chapter 440.05(13),F.S.,Notices of election to be exempt and certificates of election to be exempt shall be subject to revocation if,at any time after the filing of the notice or the issuance of the certificate,the person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate.The department shall revoke a certificate at any time for failure of the person named on the certificate to meet the requirements of this section. DFS-F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT REVISED 08-13 QUESTIONS?(850)413-1609 DATE(MMATDIYYYY) __. CERTIFICATE OF LIABILITY INSURANCE 07r24r2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING IHSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER 800-444-448 C014TAET _yAw PROGRESSIVE COMMERCIAL PHO� "�En'Exn:800-444-448 PO BOX 94739 ADDRESS: — CLEVELAND OHIO _ INSURER(S)AFFORDING COVERAGE INSURER A; PROGRESSIVE EXPRESS INS CO ;10193 INSURED ...........INSURER B: DELRAY'S FINEST SIGNS&GRAPHICS INSURERC:____ ,-_ ---- 101 S CONGRESS AVE S H INSURER D: ..... ......... DELRAY BEACH FL 33445 INSURERE: INSURER F: ------- COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, RXCLUSION5 AND CONDITIONS OF SUCH POLICIES. SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ItNS _�,-.POLICY EFF i poiacY EXP i LTR I TYPE OF INSURANCE NSOI I POLICY NUMBER 0MMUNYYY1 I'UMmormy LWITS COMMERCIALGENERAL LIABILITY - ) "- I EACH OCCURRENCE 1$ _........._ i D D R NiED I CLAIMS-MADE OCCUR I PREArtfSES(Ea acruarenc�ep I S MED EXP(Any one person) I$ PERSONAL 8 ADV INJURY $ `OWL AGGREGATE LIMIT APPLIES PER: 1 I GENERAL AGGREGATE $ PRP I � — _ _ _ _ POLICY i I JECT I_I LOO PRODUCTS COMP/OP AGO is - OTHER: II I I S AUTOMOBILE LIABILITY -_-. _ I C rweiNED KIR7XE umrr A _ 07895189-0 07/20/20181 07/20/2019 ANY AUTO ( I 1 BODILY INJURY,Per person) is _ OWNED S SCHEDULED w ! I I I /1 BODILY INJURY(Per asient)I S 1 AUTOS ONLY 3;i AUTOS ; I HIRED I AUTOSNON-OWNEOONLY 1 j i PROPERTY DAMAGE I g �AUTOS ONLY ,,,.�AUTOS ONLY I -! UMBRELLA UAB_. I - - I I f OCCUR � 1 !EACH OCCURRENCE 6 exceSS LIABCLAIMS-MADE AGGREGATE -- ! i ss I I r --- ---TS _ I DED 1 {RETENTiONS I ! $ WORICERSCOMPENSATIONar-s• AND EMPLOYERS'LIABILITY YIN j„R ANYPROPRIETOR(PARTNER/EXECUTIVE -..,.-,--- IjE L EACH AOCDENT S ERMERECLUED7 NIAOFFIC (Mandatory In NH) 9 I j I£.L DISEASE-EA EMPLOYE s --- I yes.descMa under --- DESCRIPTION OF OPERATIONS below 1 E.L.DISEASE-POLICY LIMIT i$ A (HIRED AUTO LIABILITY (I 07895189-0 i 07/20/2018 i 07/20/2019 $300.000/ACC 1 NON-OWNED AUTO LIABILIT ! 07895189-0 07/20/2018 i 07/20/20191$300.000/ACC I I I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space In required) 1999 FORD ECONO/CLUB WGN 1 FTSE34L5XHA10213 CERTIFICATE HOLDER CANCELLATION ADDITIONAL INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF BONTON BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33436 AUTHORIZEDREPRESENTATNE ®1088-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMODIYYYY) _ 1 07/24/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER 800-444.448 NAAIETC PROGRESSIVE COMMECIAL PHONE y 800_444-448 _ IC PO BOX 94739 E-MAIL CLEVELAND OHIO INSURER(S)AFFORDING COVERAGEI NAICI IN MSURERA:PROGRESSIVE EXPRESS S CO j 10195 INSURED ..INSURER B: ---.- --.......... _... DELRAY'$FINEST SIGNS 8r GRAPHICS INSURER C: 1 101 S CONGRESS AVE S -RisuRERo: DELRAY BEACH FL 33445 INSURER E: I-___.. -- — ---- INSURERF: _ COVERAGES CERTIFICATE NUMBER; REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONSOF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ . --- ILT R E TYPE OF INSURANCE ACSDL 6U8Ri I POLICY EFF - POLICY E%P LTR, - I POLICY HUMBER I MMIDDIYYYYI.AAMIDD/YVYY9 i LIMITS ...------.. COMMERCIAL GENERAL LIABILITY - EACH OCCURRENCE & I 1 DAMAGE TORENTRL- i..S I ICi.AIMSMAPE �f OCCUR I i PREM$E$ _... MED EXP(Any one person) 1 S CE I I fI PERSONAL&ADV INJURY :$ I GE AGGREGATE LIMIT APPLIES PER: I ! I GENERAL AGGREGATE RO- POLICY�J'71JECCT Cf LOC ! I PRODUCTS-COMP/OP AGO!$ _ OTHER: f $ AUTOMOBILE --- COMBINED -It�S;LELORT I$ A ! 07895189-0 07/20/2018 07/20/2019 _ �I ANY AUTO 2 I I BODILY INJURY(Per person) $ — I j OWNED i i SCHEDULED AUTOS ONLY ��AUTOS I BODILY INJURY(Per accident) $ HIRED i NON-OWNED I I PROP RE TVTV RAMAGE -- AUTOS ONLY � AUTOS ONLY ! I I ��Pgl,aIdentl $ UMBRELLA LIAR OCCUR I ___1- EACH OCCURRENCE $ I EXCESS UAB j CLAIMS-MADE WORKERSCOMPENSATION I j PER I AND EMPLOYERS'LIABILITY Y A N I ! I �.5,,�-AtUTI ._....1 ER ------- ANYPROPRIETORtPARTNER/EXECUTIVE I I i EL EACH ACCIDENT I$ OFFICERIMEMBEREKCLUDEDT N l A I �._ ..,._ (Mandatory M NH) I I i E.L.DISEASE•EA EMKOYEd$ I yes, scr deibe under '- DESCRIPTION OF OPERATIONS below -I ! i C.L.DISEASE-POLICY LIMIT!S A HIRED AUTO LIABILITY 1 ,1 j 078951892012 - , I $300.000/ACC001"2NON-OWNED AUTO LIABILIT07895189-0 07/20/20181!07/ 00191$30000/ACC j I I j DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 107,Addidenal Remarks Schedule,maybe aftched It mom apece la requhed) 1999 FORD ECONO/CLUB WON 1 FTSE34L5XHA10213 CERTIFICATE HOLDER CANCELLATION ADDITIONAL INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN BOYNTON BEACH CRA ACCORDANCE WITH THE POLICY PROVISIONS, 710 N FEDERAL HWY - BOYNTON BEACH FL 33435 AUTHORREOIII PRESIINTATIVE T 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2018/03) The ACORD name and logo are registered marks of ACORD PROMMME WAIVER OF SUBROGATION ENDORSEMENT This endorsement modifies insurance provided under the following: Business Auto Coverage Form Motor Truck Cargo Legal Liability Coverage Form Commercial General Liability Coverage Form We agree to waive any and all subrogation claims against the person or organization designated below except for losses that are due in whole or part to the negligence or errors and omissions of the designated person or organization. Boynton Beach CRA 100 N Federal HWY BOYNTON BEACH,FL 33435 This endorsement applies to Policy Number: 078951890 Issued to: DELRAY'S FINEST SIGNS & GRAPHICS;DSS GR Endorsement Effective: 07/23/2018 Expiration: 07/20/2019 All other terms,limits and provisions of this policy remain unchanged. Form 8610(05/09) PROSREMYE' Additional Insured Endorsement Name of Person or Organization Boynton Beach CRA 100 N Federal HWY BOYNTON BEACH,FL 33435 The person or organization named above is an insured with respect to such liability coverage as is afforded by the policy but this insurance applies to said insured only as a person liable for the conduct of another insured and then only to the extent of that liability.We also agree with you that insurance provided by this endorsement will be primary for any power unit specifically described on the Declarations Page. Limit of Liability Bodily Injury each person/ each accident Property Damage each accident Combined Liability 300,000 each accident All other terms,limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number: 078951890 Issued to(Name of Insured): DELRAY'S FINEST SIGNS&GRAPHICS;DSS GR Effective date of endorsement:07/23/2018 Policy expiration date: 07/20/2019 Form 1198(01/04) WAIVER OF SUBROGATION ENDORSEMENT This endorsement modifies insurance provided under the following: Business Auto Coverage Form Motor Truck Cargo Legal Liability Coverage Form Commercial General Liability Coverage Form We agree to waive any and all subrogation claims against the person or organization designated below except for losses that are due in whale or part to the negligence or errors and omissions of the designated person or organization. City Of Boynton Beach 100 E Boynton Beach Boynton Beach, FL 33435 This endorsement applies to Policy Number: 078951890 Issued to: DELRAY'S FINEST SIGNS & GRAPHICS;DSS GR Endorsement Effective: 07/23/2018 Expiration: 07/20/2019 All other terms,limits and provisions of this policy remain unchanged. Form 8610{05!091 Additional Insured Endorsement Name of Person or Organization City Of Boynton Beach 100 E Boynton Beach Boynton Beach, FL 33435 The person or organization named above is an insured with respect to such liability coverage as is afforded by the polity but this insurance applies to said insured only as a person liable for the conduct of another insured and then only to the extent of that liability.We also agree with you that insurance provided by this endorsement will be primary for any power unit specifically described on the Declarations Page. Limit of Liability Bodily Injury each person/ each accident Property Damage each accident Combined Liability 300,000 each accident All other terms,limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number: 078951890 Issued to(Name of Insured): DELRAY'S FINEST SIGNS&GRAPHICS;DSS GR Effective date of endorsement:07/23/2018 Policy expiration date: 07/20/2019 Form 1198(01/04) 710 N. FEDERAL HIGHWAY BOYNTON BEACH, FL 33435 BOYNTO ' PH: 561-737-3256 1' CRA' FAX: 561-737-3258 ��,. September 4, 2019 Mrs. Lola Swanson Delray Finest Signs & Graphics 101 S Congress Ave, Delray Beach, FL 33445 RE: RFP FOR GRAPHIC DESIGN SERVICES — RENEWAL FOR TERM FY 2019-2020 Dear Mrs. Swanson: As previously stated in our email on July 9, 2019, the Boynton Beach CRA would like to renew the existing Agreement for an additional one (1) year for FY 2019-2020, which would be our first renewal term under the Agreement, as allowed in the RFP document and the Agreement. The renewal would be under the same terms and conditions, except that Exhibits A and B would be replaced with the attached revised Exhibit "A", Scope of Work, and Exhibit "B", Consultant Fee Schedule, respectively. Please indicate your response on the following page and return it to Tracy Smith-Coffey, Marketing & Business Development at your earliest convenience. If you should have any questions, please do not hesitate to contact Tracy Smith-Coffey at 561-600-9096 or email: mit . µ" . Sincerely, Y Michael Simon Executive Director 01181432-1 710 N. FEDERAL HIGHWAY r BOYNTON BEACH, FL 33435 BOYNTONCRA PH:561-737-3256 FAX:561-737-3258 COMMUNITY ter F$O °r ' IvadhCRA,CC�n) RE: Agreement between the Boynton Beach Community Redevelopment Agency and Delray Finest Signs & Graphics AGREEMENT RENEWAL TERM: FY 2019—2020 fir= Yes, I agree to renew the existing Agreement for an additional year under the same terms and conditions, except that Exhibits A and B would be replaced with the attached revised Exhibit "A", Scope of Work, and Exhibit"B", Consultant Fee Schedule, respectively. No, I do not wish to renew the Agreement for the following reason(s): rc 'srn�s� >� i7s � Name of Company Name of Representative (please print) Signature Title Date Email 0110x432-1 Exhibit "A" Scope of Work Revised 8/19/19 Section A Boynton Beach CRA Annual Creative Marketing Campaigns Haunted Pirate Fest & Mermaid Splash Design Outdoor Billboards 3 billboards s14' x 48' I Design utility bill 8.5" x 11" 2 sided ........� _.. . .. Design Poster & postcards i 11" x 17" & 6" x 9" 2 sided �.-_ . ......._...... ..... .............. Design Signage 9 4x8 signs reskin,( 5) 44 signs .. Design Delray Newspaper/ Boca News 10" x 13" with sponsors Design Everdoor Direct 8 .5" x 11" with sponsors .M.M.M.M Design Neighborhood News7.25"x9.5" .a.. i Design Event Map 11" x 17" Design two 36" x 20" banners N/A ........ ......... -------- Design - _-Design two sponsorship event signs 4' x 4' - - Design Coastal Star Ad 7.96" X 5" ----------------Design Treasure Map 8.5" x 14" Design Gateway Gazette 21.75" x 10.5" .Fn,_.-... ...v-._ ..n .. ..... Design t-shirts for event N/A _.. _— ,... ® ....---_.._w,. _. . Design Atlantic Current 9" x 11.5" .. ...... Design Social Media #BBPirateFest cards N/A 1 Desian Coastal An " " .�_ ___ I-W ler 3.7625 x 5.0125 Design Business Development signage Booth signage _------.. w....._. ..........._ ... ---- ............ Design a Bus Wrap for Recreation & Parks school bus N/A f Design New Times digital campaign 10x20 Large Mermaid Banner at Hampton Inn Repatch 2 half pages 4.91" x 10.5" or 10" x Design Sun Sentinel 3 ads 5.25" and 1 page strip 10" x 3" .M.=.. Design 1-95 city Billboard14' x 48' Alco Theater 22" x 10" Treasure Map Clues - r. �.. _... _. .......... Holiday Boat Parade Desin 195 Billboard 14' x48' � _............. �. a�......� _. Design Utility Bill N/A ------- Design -.Design Signage1 _ 4x8 sit 4x4 si Design Delray Newspaper/Boca News Calling All Capt. & event ad 2ads 10" x13" ....� Design Gateway Gazette 10" x 10.5" . ..__... .. ....v v w .. .. �M... Design Coastal Star 2 ads 7.96" X 5" Design Coastal Angler 2 ads 3 7625" x 5 0125" _ ._._._. .� �_e�m... T shirtdesign N/A 1 u .. .. _. - Design Neighborhood News 7.25"x9 5" _.� _ _ -- .e Design Posters & Postcards 11" x 17" & 6" x 9" 2 sided 2 "Blarny Bash .... Design 1-95 Billboard ( 14' x 48' Design Posters & Postcards 11 x 17 & 6" x 9" 2 sided r . _ � F I Design Utility Bill 8.5" x 11" 2 sided Design Signage 9) 4x8 signs reskin,( 5) 44 signs Design Delray Newspaper/ Boca News 10" x 13" Design Neighborhood News .M.M.M 7.25"x9.5" ... _ Design Coastal Star 2 Ads 2 7.96" X 5" Design Gatewa Gazette10" x 10.5" Design Atlantic Current9" x 11.5" l _ bu,uu.....,......,m u.um ..A.....� Design Alco Theater 22" x 10" Design New Times Digital Campaign LuckrGold Hunt Maps ( 8.5" x 11" . ............. Lucky{ Gold Hunt Clues —� Rock the Plaza Revise existing design as directed by CRA as needed Utility BillN/A Postcards 4 6" x 9" postcards - Posters 4) 11" x 17" posters ®.�.® m.. . i , .r i Design sinae4 event signs 4 x 8 _.... _ Neighborhood News ----__ (4) 7.25" x 9.5" 3 i Delray Newspaper/Boca News 4 10" x13" � .,.... Coastal Star N/A [ s Gateway Gazette (4) 10" x 10.5" Alco Theater (4) 22" x 10" ,. ._. Atlantic Current (3 9" x 11.5" M.M.M Rockin Bingo Cards �. .....� ........ ro. �e . 8..5��_X..,1�.,��nv._.... _ Rock the Scrabble cards 3 8.5" x 11" Marina Marketing Waterway, Guide N/ Design Coastal Angler 6 ads Six (6) 3.7625" x 5.0125" Design Marina Life 4 ads (4) 3.375" x 4.75" Design Discover the Palm Beaches visitors Full page ad in the Discover the PalmBeaches Visitors guide book 8.5" x book ad 11" Design Florida Sport Fishing Magazine 3 Three (3) 1/4 page ad 3.5625" x ads 4.8125" Design Promotional Rack Card N/A Design Promotional Collateral a custom brochure and promotional rack card for the Marina 8.5" x 14" Full page color ad 10" x 10.5" (3) to promote the Marina businesses during April - Fishing, June - Diving, Design Gateway Gazette 3 ads and July- water recreation 4 Full page color ad 10" x 13" (3) to promote the Marina businesses during April - Fishing, June - Diving, Desi n Delray News /Boca News 3 ads and July- water recreation (3) ad 7.25" x 9.25" to promote the Marina businesses during April Fishing, June Diving , and July water Design Nei hborhood News 3 ads recreation (3) screen shot 22" x 10" Marina ad during April- Fishing, June- Diving, Design Alco Theater 3) and July _._..............._ ._............. __ ... His. toric Woman's Club Marketing (4) Full page color ads 10" x 10.5" Design Gateway Gazette 4 ads Grand Opening ad ,wedding, events ad, Holiday Corporate party ad (4)full page color ads 7.25" x 9.25" Design Neighborhood News 4 ads Wedding, Events (Bar/Bat Mitzvahs, sweet 16, Celebration of Life) and Holiday Corporate Party ad _.�...._ . ..... �. ...� (M.4m), Full page a e color ads 10" x 13" Grand Opening ad ,wedding ad, Design Delray Newspaper 4 ads events ad(Bar/Bat Mitzvahs, sweet 16, Celebration of Life), and Holiday ....... n. _ ... ... ......_„ Corporate party ad F .J Coastal Star N/A Discover the Palm Beaches Wedding & Honeymoon Annual Guide _ N/A Folder with 3 Inserts TBD ._. ......... - �1 Logo design TBD 11- s -- .................................. _ ---------.._...--. Design Florida Jewish Directory ad Full Page ad 5.25" x 9" 5 Revise existing design as directed by Art District In Culture CRA as needed Postcards ! 6" x 9" 2 sided ---- �.. r __..... . _ ............ _. 1-95 BillboardN/A . .. Delray Newspaper 10" x 13" _ _ ............ .......... Alco Theater 22" x 10" Gateway Gazette 10 x 10.5" ��..,_.� 1 Valentine Heart BallN/A Woman's Club Open House Mailer Postcards 6" x 9" 2 sided �� -. .M.M. . . ... ... ..... Design Delray Newspaper/Boca News 10" x 13" _._....___..._.................................................�. ._.....m a.. . art._ �....v Design GatewayGazette 10" x 10.5" Design sinaep _ 14x8 sign ,,,,,,,,,,,,,, �..... __-__----______ _ ........ _._. . Business Development . _ _ . .. - v ..0F —. .--9� (3) ull page color ad 7.25 x 9.5" to Neighborhood News 3 ads promote the businesses in the CRA district Holiday Gift Ideas / Mother's Day Outing/ Father's Day Adventure. (3) Full page color ad 10" x 13" to Delray Newspaper 3 ads promote the businesses in the CRA district Holiday Gift Ideas / Mother's Day Outing/ Father's Day Adventure .e . 6 ------------- (2) double page color ad 21.75" x 10.5 " to promote the businesses in Gateway Gazette 4 ads 2 double page & 2 the CRA district Mother's Day and Father's Day ads & (2) Full page 10" full page x 10.5" to promote the businesses in the CRA district Small Business Saturday and Service ad _� . . Economic Development Grants Custom brochure for economic development grants 8.5 x 14 Revise existing design as directed Rock the Marina b CRA as needed ---_ .. ........- ------ Posters 12" x 18" Neighborhood News 7.25" x 9.5" Delray Newspaper/Boca News 10" x 13" .. _. .. .. _ ....... 1-95 Billboard 14' x 48' _ ___ _ _.......... Gateway Gazette 10" x 10.5" Coastal Star 7.96" X 5" __ _-_.. .....__...,, .._ . _.._..... Alco Theater 22" x 10" w..M Postcards 6" x 9" 2 sided signage (9) 4x8 signs reskin, (5) 4x4 signs ............. Light u the Park . _ .� esi. n Nei hborho od News _ 7 25 x9.5. _ �__ _ _ ... ................. ....__. Design 1-95 Billboard 14' x 48' Design Gateway Gazette 10" x 10.5" Design Alco Theater 22" x 10" ___m.......... rj Design Signa a 9' 4x8 si ns reski� 5 ns 4x4 sig 7 ..... - Desin Postcards 6" x 9" 2 sided t I Additional Events such as Ribbon Cuttings �..� ......- ._...... . .- Design Signage (9)4x8 signs reskin,( 5) 4x4 sins Desi n Postcards M.M.. .� – 6" x 9„ 2µ ed I . _.M. sided Utility Insert 8.5" x 11" 2 sided Reef Clean up ...m___..., ,. .,..,...___._.,,.�.......,e,_.,.,.,.,.,M..,.., w........_. ........._( Design Postcards 6" x 9" 2 sided Neighborhood News 7.25" x 9.5" _ ... ...... Delray Newspaper/Boca News 10" x 13" -_ �... �. ..m �- Gateway Gazette 10" x 10.5" _—— �a __-------- -------m.... Coastal Star7.96" X 5" ....... M_... .. r_ ----_ Alco Theater 22" x 10" ��. _--__ _�__.ae .H __. ........... Art District Event _ _ - .e__... Postcards 6" x 9" 2 sided ._ _ ...� ....... __ .. . ..M.� M.M.v. Delray Newspaper/Boca News 10"x13" . ...... _ ..M. .M.M.M.M– Alco Theater 22" x 10" Gateway Gazette10" x 10.5" 8 Exhibit "B" Consultants Fee Schedule Revised 8/19/19 .............. Annual Campaign (Flat fee) (Attachment "A') Amount($) -------------------_................... ...... Boynton Beach Haunted Pirate Fest & Mermaid $5,895.00 Splash Holiday Boat Parade $2,310.00 Blarney Bash w � � � $3,265.00 Rock the Plaza ._. ..... $5,990.00 Boynton Harbor Marina $4,655.00 Historic Woman's Club of Boynton Beach ..... $4,400.00 _ a ...e . Business Development Profile Magazine $550.00 Art District Event In Culture $705.00 _ ......... s a Valentine Heart Ball $ N/A Woman's Club Open House $775.00 Business Development � �.._.. --$3,750 00 ... Rock the Marina $1 ,435.00 Light up the Park $1 ,170.00 Additional Event such as Ribbon Cutting $440.00 .... Reef Clean Up $1 ,250.00 Art District Event $ 955.00 Total of Annual Campaigns $37,545.00 Annual Report(Flat Fee) (Paragraph 1/I.A) $2300.00 Other As Needed Services (Hourly) (Paragraph /I/.C) $60.00 i 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.11). SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the amount of $21,000 for Coastal QSR, LLC d/b/a Taco Bell located at 2319 S. Federal Highway SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months and are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. CRA staff has received a complete grant application from Coastal QSR, LLC d/b/a Taco Bell located at 2391 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments 1-11). Once open and operating, Taco Bell, a fast-food chain serving a variety of Mexican inspired foods, anticipates employing one full-time general manager, four full-time shift leaders, and 30 part- time/full-time team members. Under the terms of their Landlord-Tenant Ground Lease agreement, the base rent required to be paid by the applicant is $7,500 per month (see Attachment 111). Coastal QSR, LLC d/b/a Taco Bell qualifies as a Tier I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 month period, whichever is less. If approved, Coastal QSR, LLC d/b/a Taco Bell would be reimbursed in the amount of$1,750/month for a period of 12 months or a total grant amount of $21,000 during its first year of business. Grant reimbursements to the approved applicant occur on a quarterly basis with proof of rent payments. FISCAL IMPACT: FY 2018 -2019 Budget, Project Fund, Line Item 02-58400-444, $21,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant in the amount not to exceed $21,000 to Costal QSR, LLC d/b/a Taco Bell located at 2391 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant D Attachment II - Location Map D Attachment III - Lease y X11 44 se BOYNTON ..wBEACK';�CRA 400kiloel' COMMUNffY REDEVELOPMENT AGENCY1? October 1, 2018 — September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by Initials Page 1 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com the Applicant(s) may be produced by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a quarterly rent reimbursement. New businesses are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a quarterly basis, the CRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the CRA District (see attached map). Initials . Page 2 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops/ Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores Initials w Page 3 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Alcohol and/or Drug Rehabilitation • Pawn Shops Centers/Housing • Medical Research Centers/Housing • Any other use that the CRA staff or . Massage/Personal Services CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four quarterly payments). Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four quarterly payments. Initial Page 4 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Clothing Boutique — clothing, shoes furnishings, art galleries, kitchen & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Bed and Breakfasts • Medical Offices • Marketing Offices • Insurance Offices • Fitness Centers • Florists (no more than 2 approvals • Specialty Businesses—stationary, per fiscal year) gifts, sporting goods Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the CRA for all grant money received up to that point and will not be eligible to receive any further grant funding. Initial s Page 5 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com For purposes of this grant, the CRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The CRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: Initi_ I�s � Page 6 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com 1. A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All re uired application documentation must be submitted no later than noon two weeks prior to the _second Tuesday of the month. CRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board Initials,. Page 7 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catch boynton.com may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant. Reimbursement will occur on a quarterly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next quarter beginning on January 1St, April 1St July 1 stand October 1St Months Eligible for Reimbursement Deadline to Submit for Reimbursement • October, November, December • January 30th • January, February, March • April 30th • April, May, June • July 30th • July, August, September • October 30th In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If appihicant does not submit its g,uarterly reimbursement reguest within 30 d@Ys following the end of the quarter in which applicant is reggesting reimbursement applicant forfeits that cuarter's reimbursement. Initials: Page 8 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments does not guarantee future payments. The CRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the CRA to award grant funding. Initial Page 9 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON , BEACH ,"','CRA APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Coastal QSR _LLC Current Business Address: 1340 HAMLET AVE, CLEARWATER FL 33756 Fed I D#:74-3237761 Business Phone Number: 727-443-4888 Cell: Website: Existing Business: Yes X No Number of years in existence: 12 Time at Current Location: New Business to Boynton Beach: Yes X No Do you have an executed lease agreement: Yes X No_ If so, monthly base rent: $7,000.00 New Business Address (if applicable): 2319 S. FEDERAL HWY BOYNTON BEACH FL Square footage of current location: Square footage of new location: _2,000 Type of Business: RESTAURANT Number of Employees: _30 Hours of Operation: _7AM - 11 PM Page 10 of 15 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON WWWM' BEACH 'C RA APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: Chris Suh, Executive Vice President Date of Birth: 12/4/1976 Email: cdsuh@earthlink.net Residential Address: 3261 Circle Oaks Drive SE Atlanta, GA 30339 Cell Phone Number: _ 773) 791-5006 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON BE A' C H "r APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes_ No X If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: KNUCKLES, LLC Landlord's Mailing Address: 5300 Broken Sound Boulevard NW Suite 110, Boca_Raton Florida 33487 Landlord's Phone Number: 561-994-2037 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. Initi Page 12 of 15 _.. Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com r. ,t B, OYN TON 7BEACHICRA �{ APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737 -3256 Fax: (561)737-3258 www.catchboynton.com d BOYNTON 2 {{ B EACH C RA APPLICANT INFORMATION APPLIC T-'SIG ATJRES: m 1. .Y Princ ner's nat a Date Chris Suh Executive Vice President Printed NameTitle 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF _ f t dG, COUNTY OF ) [AJO I CA,/ BEFORE ME, an officer duly authorized, by law to administer oaths and take acknowledgements, personally appeared—L )j' ':3 who t5/are Pers nal. ,,known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. ,u IN WITNESS OF THE FOREGOING, I have set my hand and official s0'a/l in t to and my aforesaid on this _ � day of L 6Al. � ,r20 NOfAR PUBLIC 00 Notary Public state of Florida My C l emission Expires: , Jessica H Brunal My Commission G' 224696 LYexpires 06/04/2022 Page 14 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 3 „ BoYNToN ' C n f ti�i}�I 1. __ 1BEACH R LANLORD INFORMATION LANDLORD 1 NATURES: Landlord's S gn 'U" D to Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authonz J by w to administer oaths and take acknowledgements, personally appeared T , who is/are personally known to meter produced.,,-,—,-- A R as m'htffi0atiom'an ac-knowiedged he/she executed the fo egoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I ave set my hand and fficial seal in the State and County aforesaid on this day of 20 t „ CARIDAD A.CARRILLO - Notary Public state of Florida NOTARY PUBLfC Commission#►FF 969367 My Commission Expires: ._` My Comm.Expires Jun 26,2020 -'' �_:•` Bonded through Nattiatal fJotary.Assn. Page 15 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 8/6/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}gziriFrfii } ir RTr ae44 4; vhf,,, 1 d yak, Vc,,c �� Search by Owner,Address or Parcel e 4 0019119i 00jk. View Property Record Owners d KNUCKLES LLC 7 � u Property Detail -o—aftiorl 2 31 9 S FEDERAL HWY ii t{p Muii BOYNTON BEACH e �J _. . .Paii No.;. 08434533060000010 Sulkdiviriorl ROBINSON ADD IN Book 28127 Page 293 Sale Date FEB-2016 5300 BROKEN - SOUND BLVD NW Mailing STE 110 - Adatess BOCA RATON FL 33487 3519 1000-VACANT U; e. I yPe COMMERCIAL 1 S E 23rd Ava Sales sl £ InformationSales Date Price w Irl, . 20616 975000 IJjttss 1 � FEB- .2007 1760166 t, ...Coa ta[Bay Blvd - - JUN- 2005 1960000 ,E JAN 1 975 'r', 165000 �1�'�JS��,�,'tzi'� e =)1973 150000 �i GaastalBay Blvd c - ,eun,�e,.r i Appraisals Tax Year 2018 ve e... $75 O'oastal, ayi�lvd- Otragtala . Value 4 Blvd r F Larld Value $927125 q s, ., al oj,t'.wee=- $927200 All values are as of -- January 1st each year Assessed/Taxable; values Tax Year 2018 . . Ass sec s https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434533060000010 1/1 GROUND LEASE THIS GROUND LEASE (hereinafter referred to as "Lease" or "Ground Lease") dated as of &QU , .2-1 2017 ("Effective Date"), is made by and between KNUCKLES, LLC, a Delaware limited liability company, with a mailing address 5300 Broken Sound Boulevard, NW, Suite 110, Boca Raton, FL 33487 ("Landlord"), and COASTAL QSR, LLC, a Delaware limited liability company, authorized to do business in Florida, with a mailing address of 520 D Street, Suite C, Clearwater, Florida 33756 ("Tenant"). NOW THEREFORE, in consideration of Ten and 00/100 Dollars ($10,00), and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,Landlord and Tenant agree as follows: 1. Premises Landlord hereby demises and ground ]cases to Tenant and Tenant hereby ground leases from Landlord up to 0.7 acres of the 1.27 acre parcel ("Entire Property") located at 2319 South Federal Highway, Boynton Beach, Florida (Palm Beach County, Florida) together with any and all improvements presently located thereon and such of Landlord's rights, easements, and appurtenances in and to such property and in and to such rights as Landlord may have in highways, roads, streets, lanes, whether public or private, which are contiguous to the property necessary to construct the Improvements, as defined herein, thereof, without Landlord waiving any rights to use a portion of the Premises for the development of the remaining portion of the Entire Property (collectively, the "Premises"). The preliminary legal description of the Premises is set forth on Exhibit A attached hereto and Exhibit A-1 is attached hereto as a preliminary site plan. Upon completion of the Improvements, the Premises will be re-surveyed and the legal description of same shall be substituted at attached hereto. 2. Definitions This section shall define certain terms and basic provisions to be used in this Lease: (a) The "Initial Term" of this Lease shall commence on the earlier of (i) the close of the Construction Period, as defined herein; or (ii) the date Tenant opens its Taco Bell Res taurant,("Commenceme n t Date") and end at the very end of the day on the last day of the month in which occurs the twentieth (20) anniversary of the day before the Commencement Date ("Expiration Date"). The Parties agree to execute a Lease Term and Occupancy Acknowledgement,the form of which is attached hereto as Exhibit"F', within fifteen (15) days following the Commencement Date. (b) The "Extended Term(s)" of this Lease are additional, successive extensions of the Initial Term or any prior Extended Term of this Lease, as the case may be, at the option of Tenant as referenced in Section 3(b) of this Lease, (c) The "Necessary Permits" are all approvals, permits and licenses necessary or deemed by Tenant to be advisable for the use of the Premises as provided herein, including, but not Knuckles-QSR Groundi-ease 110717.6 limited to,site plan approvals,building permits,driveway or curb cut permits. Tenant shall apply promptly for all Necessary Permits after the expiration of the "Inspection Period" and completion of Tenant's Plans, assuming Tenant has not terminated the lease within or at the expiration of the "Inspection Period," and Tenant shall diligently pursue obtaining the Necessary Permits. Tenant shall have two hundred and ten (210) days from the earlier of the waiver or expiration of the Inspection Period to receive all Necessary Permits, (the "Permitting Period"); provided, however, to the extent the Permitting Period is about to expire and Tenant does not have all Necessary Permits but is diligently and in good faith pursuing such Necessary Permits, then Tenant shall have the option of extending the Permittinc, Period for up to two (2) additional thirty (30) day periods by providing written notice thereof to Landlord, no less than rive (5) days prior to the expiration of the Permitting Period or any prior extension.Tenant shall submit completed plans no later than seventy-five (75) days after the commencement of the Permitting Period for approval by Landlord, which approval shall not be unreasonably withheld,delayed or conditioned, and if not approved within ten (10) days after Landlord's receipt, said plans shall be deemed approved. If Tenant is unable to obtain all Necessary Permits that are satisfactory to Tenant in its sole discretion by the end of the Permitting Period and any extensions, then Landlord shall have the right, but not the obligation, to assist in obtaining the Necessary Permits on Tenant's behalf and at Tenant's expense. If Tenant fails to obtain all necessary permits by the end of the Permitting Period and any extensions exercised by Tenant, then, either Landlord or Tenant may terminate this Lease by providing written notice to the other party. If Tenant fails to provide notice to extend the "Permitting Period" or does not waive the receipt of all Necessary Permits, then this Lease shall terminate and the parties shall have no further obligations hereunder. (d) The "Rent Commencement Date" shall occur on the earlier of the following dates: (i) the date on which Tenant opens for business with the retail public from the Premises; or (ii) One Hundred and Fifty (1 0) days following the commencement of the Construction Period, as defined herein. (e) "Construction Period"shall mean a one hundred fifty(150) day period commencing on the earlier(i) waiver of the balance of the Permitting Period;or(ii)expiration of the Permitting Period, in which Tenant shall construct its Taco Bell restaurant. (f) The first "Lease Year" shall be the period beginning with the Commencement Date and ending on the last day of the twelfth(12"') full calendar month thereafter. Subsequent Lease Years shall be consecutive twelve (12) calendar month periods thereafter. (g) An "Interest Holder" is any mortgagee or assignee (conditional or otherwise) of any interest, or holder of any security interest, in any portion of the Lease or the Premises, derived from Tenant or any parent, affiliate or assignee of Tenant. (h) Landlord will provide Tenant, a Tenant Allowance of One Hundred Thousand Dollars ($100,{100.00) ("Allowance") as partial reimbursement for Tenant's site preparation. Notwithstanding this payment, Tenant shall be fully responsible for all connections to utilities to the Premises. The Allowance shall be payable as follows: (a) Upon Delivery Date, Landlord shall deposit the entire Allowance in the Trust Account of Les H. Stevens, P.A. ("Escrow Agent"), who shall act as escrow agent, without liability, for distribution of the Allowance in accordance with the provisions hereof, (b) Upon notice from Tenant to, Landlord and Escrow Agent, of the groundbreaking for its construction, which commencement shall be verified by Landlord within three (3) business days, a sum equal to $33,333.33 shall be released to Tenant. Failure of Landlord to inspect or otherwise advise Escrow Agent that said construction has begun, Escrow Agent shall be entitled to release the payment under this Paragraph (b) to Tenant; M Upon receipt from Tenant to Landlord and Escrow Agent of a copy of the first draw request from the primary contractor for the construction, Escrow Agent shall release to Tenant, within three (3) business days of said notice, the sum equal to $33,33333; (d) Upon notice from Tenant to Landlord and Escrow Agent of completion of all site work for the property through "pad" completion, which completion shall be confirmed by Landlord within three (3) business days from the receipt of said notice, Escrow Agent shall release the balance of the Allowance to Tenant. Failure of Landlord to inspect or otherwise Escrow Agent that said work has been completed, Escrow Agent shall be entitled to release the payment under this Paragraph (d) to Tenant. (i) The term "Delivery Date" shall mean the fifth day following the date Tenant provides written notice to Landlord that it is prepared to commence construction of its Taco Bell restaurant with drive-thru service capability Notwithstanding anything to the contrary contained in this Paragraph 2(i) or in this Lease, if said notice is not received by Landlord within three hundred thirty (330) days from the Effective Date of this Lease, Landlord, at its sole and absolute discretion, shall either (i) agree to any extension of time to provide the notice of commencement of construction by Tenant; or (ii) terminate this Lease, with the parties having no further obligation to each other thereunder. The term "Improvements" shall mean any structures or improvements now or hereafter erected or situated on the Premises, including without limitation, the foundations and footings thereof, title and ownership of which, during the Term of this Lease, shall be in the name of Tenant, its successors and/or assigns, any and all fixtures, equipment and machinery of every kind and nature whatsoever now or hereafter affixed or attached thereto, or now or hereafter used or procured for use in connection with the operation, use or occupancy thereof, and the appurtenances thereto, but excluding from the foregoing all fixtures and articles of personal property, title of which, pursuant to any lease of space in the Improvements, shall be vested in the tenant under such lease; (k) The term "Inspection Period" shall mean the period ending ninety (90) days after the Effective Date. During the Inspection Period, Tenant shall be permitted to enter the Property for the limited purpose of making appropriate engineering and boundary surveys and environmental tests, inspections, and other reasonably necessary investigations (collectively, the "Investigations and Tests") that Tenant may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Premises. In the event that Tenant determines, during the Inspection Period, that the Premises are not appropriate for Tenant's intended use in its sole discretion,Tenant decides not to commence its tenancy of the Premises, then Tenant shall have the right to terminate this Lease without penalty upon written notice to Landlord at any time during and prior to the expiration of the Inspection Period. Upon completion of any such inspection, examination or test, Tenant shall repair any damage to the Premises caused by Tenant's inspections. Tenant hereby agrees to indemnify and hold Landlord harmless from all loss, cost or expense, including, but not limited to, reasonable attorneys' fees and court costs resulting from Tenant's inspections in connection with the Premises including those performed by third parties. (1) A "Non-Disturbance Agreement" is a written agreement, in form satisfactory to Tenant and its counsel,by the terms of which a mortgagee under any mortgage (or a trustee under any deed of trust) on the Premises agrees (i) to furnish Tenant and any Interest Holder of which Landlord has knowledge with any notices of default under the mortgage or deed of trust, (1i) not to disturb Tenant's possession and quiet enjoyment of the Premises or Tenant's rights under the Lease so long as Tenant is not in material default under this Lease beyond any applicable notice and cure period, and (iii) that any purchaser at any foreclosure sale or the mortgagee or trustee upon entry, shall assume and perform the obligations of Landlord hereunder, including obligations to any Interest Holder of which Landlord has knowledge. 3. Term (a) The Initial Term of this Lease shall commence on the Commencement Date and end on the Expiration Date. (b) At Tenant's option, Tenant may extend the Initial Term of this Lease for four (4) successive extended terms of five (5) years each (each, an "Extended Term"), commencing upon the expiration of the Initial Term or prior Extended Term, as the case may be, under the same terms and conditions as set forth in this Lease for the Initial Term (the Initial Term and any exercised Extended Term(s) hereinafter referred to collectively as the "Term"). In the event Tenant desires to so extend the Term, it will do so by providing Landlord at least one hundred eighty(1 g0)days' written notice prior to the expiration of the Initial Term or prior Extended Term, as the case may be. 4. Rent (a) From and after the Rent Commencement Date, throughout the Term,Tenant agrees to pay annual rent ("Rent"or"Base Rent") in equal monthly installments during the Term of this Ground Lease in the following amounts: Lease Years Annual Rent Monthly,Rent 1-5 $84,000.00 $7,000.00 6-10 $88,200.00 $7,350.00 11-15 $92,610.00 $7,717.50 16-20 $97,250.50 $8,103.38 21-25 (1-` Extended Term) $102,113.02 $8,509.42 26-30(2' Extended Term) $107,218.67 $8,934.89 31-35 (3'Extended Term) $112,579.60 $9,381.63 3640(4 1h Extended Term) $118,208.58 $9,850.72 Such payments of Rent shall commence on the Rent Commencement Date and continue thereafter to be paid in advance on the first day of each month during the Term. Rent for the first and last months of the Term shall be prorated if the Term shall begin or end on a day other than the first or last day of the calendar month. All payments of Rent are to be made to Landlord at the address set forth in Section 20 or such other place as Landlord may direct to Tenant in writing by certified mail, (b) This is a pure and absolute "Triple Net Ground Lease". All Rent payments, together with any other payments or charges that may be due or payable under this Ground Lease (collectively, "Additional Rent"), shall be due and payable, without notice and without offset, abatement or deduction, at Landlord's Address or at such other place as may be designated in writing by Landlord, in advance without demand, on the first day of each month during the term of this Lease, together with applicable sales tax on all such payments. In the event any amounts due hereunder have not been received by Landlord by the fifth (P) day of the applicable month, Tenant shall pay a late fee in an amount equal to 5% of the payment then due and owing to cover Landlord's administrative costs, and all unpaid amounts shall bear interest from the first day of the month at the highest rate permitted by law. If the rent payment due on the I`day of any month has not been received by the fifth (5'h), Tenant is deemed to be in default under this Ground Lease. Tenant shall be permitted two late payments in any 12 (twelve) month period and shall not be in default if after notice from Landlord Tenant pays any such rents within 5 (five) days. All rights and remedies available to Landlord under Florida Law shall take effect and be implemented. Adjustments to the Base Rent shall be made every five(5) years as provided in subsection (a) above. The term "Rent" as used in this Ground Lease shall include both Base Rent and Additional Rent. Tenant's obligations to pay Rent under this Ground Lease are completely independent of any of Landlord's obligations under this Lease, (c) Each twelve (12) month period commencing on the Commencement Date or any anniversary thereof is referred to in this Ground Lease as a "Lease Year"; provided that, if the Commencement Date is other than the first day of a calendar month, then the first Ground Lease Year shall include such partial month together with the next succeeding twelve (12) months, and each succeeding Ground Lease Year shall begin on the first day of the calendar month that corresponds to the month following the Rent Commencement Date. For the Ground Lease Year, the amount of Base Rent shall be as provided in Section 4(a) above and in Section 3 of the Rent Addendum to Ground Lease Agreement, (d) Payment of prorated Rent from the Commencement Date of this Ground Lease until the first day of the following month (when the first full monthly payment is due) shall be due and payable on the Commencement Date, together with applicable sales tax. (e) All taxes, charges, costs, assessments, and expenses that are due and payable by Tenant hereunder, together with all interest and late charges that may accrue thereon in the event of the failure of Tenant to pay those items, and all other damages, costs, expenses, and sums that Landlord may suffer or incur, or that may become due by reason of any default of Tenant or failure by Tenant to comply with the terms and conditions of this Ground Lease, shall be deemed to be Additional Rent, and in the event of non-payment Landlord shall have all the rights and remedies as herein provided for failure to pay the Base Rent (the "Base Rent"). (f) Tenant will pay all sales/use tax imposed on the total Rent, any amounts payable as may be required for Real Property Taxes, if any, and any other amounts paid under this Ground Lease. In addition, Tenant shall pay all sales, use, and other taxes imposed by any governmental authorities upon the manufacture, sales, use, transmission, distribution, or other services to, the Premises. All such taxes shall be paid by Tenant even though the taxing statute or ordinance may purport to impose such sales tax against Landlord. Tenant shall pay before delinquency all personal taxes and assessments on the furniture, fixtures, equipment, and other property of Tenant located in the Premises and on additions and improvements in the Premises belonging to Tenant. (g) Tenant shall not cause any form of tax lien to be assessed against the real property [eased under the Lease, and shall either satisfy or bond same within thirty (30) days' notice of the imposition of said lien, 5. Taxes (a) Definition of"Real Prop I rty-Taxes". For purposes of this Ground Lease, the phrase "Real Property Taxes"shall include ad valorem and non-ad valorem general real estate taxes and assessments payable with respect to the Premises that are imposed by any authority having the power to tax any legal or equitable interest of Landlord in the Premises; provided, however, that assessments shall be prorated and divided into the maximum number of installments permitted by law and only the current portion shall be included in Real Property Taxes for any Ground Lease Year. Notwithstanding the foregoing, Real Property Taxes shall not include: (a) any inheritance, estate, succession, transfer gift, franchise, or capital stock tax; (b) any gross or net income taxes; (c) any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it; (d) Real Property Taxes assessed against the Premises for periods of time prior to the Rent Commencement Date; (e) late payment penalties, fees or interest; or (f) capital or other tax assessments upon Landlord or the Rent payable under this Lease. (b) Payment of Real Property Taxes. As of the Rent Commencement Date, Landlord represents and warrants that- (a) Landlord has paid in full all Real Property Taxes currently due as of the Rent Commencement Date, and (b) to the extent obtainable by Landlord, the Premises will have a separate tax parcel ID number for the Premises. (c) Tenant agrees to pay all Real Property Taxes directly to the taxing authority, before interest and penalties accrue, that may be imposed on or become due and payable with respect to the Premises during the Term, and shall provide to Landlord written evidence of the timely payment of same. Landlord and Tenant agree that the bill for Real Property Taxes shall be sent directly to Tenant by the taxing authority, if a separate parcel number can be assigned by the Property Appraiser of Palm Beach County, Florida. If, however, the bill for Real Property Taxes is sent directly to Landlord or if a separate parcel number cannot be assigned, immediately upon Landlord's receipt of the same, Landlord shall forward such bill to Tenant, together with a pro-ration of said taxes reflecting the proportionate share of said Real Property Taxes attributable to the leased property and the remainder, in which case Tenant shall pay to Landlord said amount within twenty (20) days' receipt of the tax bill, and Landlord shall pay the tax bill, and provide written evidence of payment of same prior to penalty to Tenant. Real Property Taxes for the first and last years of the Term shall be apportioned so that Tenant shall pay only that portion as shall be the same as the portion of the tax year of the taxing authority concerned during which Tenant was obligated to pay Rent under the provisions of this Lease. Tenant may, at its own expense and in the name of either or both Landlord and/or Tenant, initiate and prosecute proceedings for an abatement or review of any Taxes and any real property assessments and Landlord agrees to promptly cooperate with Tenant in any such proceedings. The parties shall proportionately split any proceeds from such abatement of assessment protests or proceedings, if there is only one tax bill for the Entire Property; however, if there is a separate tax bill for the Premises, then, in that event, Tenant shall be entitled to retain the full amount of any abatement/refund. i. The provisions of this Section 5(c) are predicated upon the present system of taxation in the State of Florida. Should any governmental authority having jurisdiction over all or any portion of the Property impose a tax and/or assessment of any kind or nature upon, against, measured by or with respect to the Rent payable to Landlord under this Ground Lease or with respect to the ownership of the Premises or any part thereof by Landlord (or any individual or entity forming Landlord), either by way of substitution for all or any part of the present ad valorem real estate taxes or in addition thereto, then such tax and/or assessment shall be deemed to constitute Real Property Taxes for purposes of this Lease and Tenant shall be obligated to pay Tenant's Proportionate Share thereof as set forth in this Section 5(c). ii. 'Personal Property Taxes, Tenant shall pay, prior to delinquency, all personal property taxes assessed against Tenant directly and applicable to its personal property located in the Premises, iii. Rent Tax. If required by Florida law, the Tenant shall also pay sales or rent tax on each item of Rent with each payment of Rent to the Landlord. 6. Purpose and Use The Premises may be used for the operation of a Taco Bell restaurant or any lawful use. 7. Utilities Tenant shall pay, at its sole cost and expense, all utility connection fees (including without limitation all water and sewer connection fees), traffic impact fees and any other impact and extraordinary fees that are associated with the construction of Tenant's improvements or use of the Premises. Tenant shall have the right to sufficient utilities and ventilation to support its intended use of the Premises. Commencing with the Permitting Period,Tenant shall pay directly to the applicable utility provider the utility charges for all water, sewer, gas, trash removal and electricity used by Tenant. Tenant shall prepare and obtain any and all easements needed in connection with utility service to the Premises and required by utility providers and/or governmental entities. To the extent the same affect the Premises, Landlord shall join into any such easements that have been approved by Landlord,such approval shall not be unreasonably withheld,conditioned or delayed,and Landlord shall be listed in said easement as an intended third party beneficiary of said grant. Notwithstanding anything in this Section to the contrary, Landlord will be retaining a portion of the subject property to the rear of the proposed Taco Bell site plan attached hereto. This portion of the property retained by Landlord shall be developed separately from the proposed Taco Bell portion of the property so that no mutual access to parking or access shall be provided by Landlord during Tenant's lease term and any extensions exercised by Tenant. 8. Landlord's Warranties and Covenants (a) Subject to the foregoing, Landlord further represents, warrants, covenants, and agrees that Landlord has full right and lawful authority to enter into this Ground Lease for the full term hereof-, that the Premises are free from any encumbrance, easement, or restriction under which Tenant's rights to possession and use of the Premises may be affected, disturbed, or terminated, subject to those recorded instruments identified on Exhibit C. Except for mortgages and assignments of rent and, Landlord covenants that no lien or other encumbrance, easement or restriction will be placed against the Premises by Landlord prior to the recording of this Ground Lease or a memorandum or notice of this Ground Lease without the prior written consent of Tenant. On the date hereof, all mortgages (or deeds of trust) and assignments of rent and other documents recorded against the Premises are identified on Exhibit C. With respect to any mortgage or deed of trust now or hereafter recorded against the Premises by Landlord,Tenant shall execute a Subordination, Non-Disturbance and Attomment Agreement (an "SNDA") as provided in Section I I below. If there is an existing mortgage identified on 'Exhibit Q, Landlord shall procure an SNDA as provided in Section I I below for Tenant's benefit. (b)Landlord represents, warrants, covenants and agrees that it has never generated, stored, handled or disposed of any Hazardous Substance in or upon the Premises; it is not aware to the best of its knowledge and investigation of the generation, storage, handling or disposal of any Hazardous Substance in or upon the Premises, at any time, by anyone else, and that it shall indemnify and hold Tenant harmless from and against any and all damages, losses, demands, claims,enforcement actions, costs and expenses, including reasonable attorney's fees, arising out of any Hazardous Substance in existence in or upon the Premises prior to the date of this, Lease. Landlord represents, warrants, covenants, and agrees that no improvements shall be erected by Landlord on the Premises that would interfere with Tenant's access to sufficient parking, visibility, access or unduly burdensome on tenant with parking demands that would interfere with Tenant's access to sufficient parking for its business; (c) Landlord represents, warrants, covenants, and agrees that during the Term, so long as Tenant is not in material default under the terms of this Ground Lease past any applicable notice and cure period, Tenant shall have quiet, peaceable, and undisturbed enjoyment of the Premises; and 9. Improvements, Maintenance, and Repair (a) Tenant shall be responsible, at its sole cost and expense, for the construction of the Improvements which shall be done in accordance with applicable law. (b) Tenant agrees to make all repairs and replacements to the Improvements that may be necessary during the Term of this Ground Lease, including but not limited to repair and replacement,if necessary,of footings,foundations,roofs,roof coverings,beams,and walls. Tenant shall also shall maintain, repair, and replace, as necessary, the parking lot and parking lot lighting fixtures and all utilities and utility lines serving the Premises. (c) Tenant agrees to make all non-structural repairs and replacements to the interior of the Premises, which may be necessary during the Term of this Lease. (d) Tenant shall not cause any code violations to exist which may result in a lien against the Premises. In the event of said code violation lien, Tenant shall have same paid in full or otherwise bonded within thirty (30) days' of the placement of same. Failure to remove same as provided herein shall be deemed and event of default. 10. Tenant's Covenants Tenant covenants and agrees as follows: (a) Except as otherwise provided herein, Tenant agrees to keep the Premises in as good order, repair, and condition as the same were in at the Delivery Date or may be put thereafter, except for reasonable wear and use, damage resulting from fire or other casualty and damage resulting from default, action, or inaction by Landlord; and (b) Tenant agrees to keep the building constructed on the Premises insured against loss or damage by fire, with extended coverage, for its full replacement cost value; and (c) Tenant agrees to pay when due all charges for water, gas, electricity and other utilities furnished to the Premises; and (d) Tenant agrees to comply promptly with all applicable laws, rules, regulations, ordinances, requirements and orders of public authorities, Boards of Fire Underwriters and similar organizations relating to Tenant's particular use of the Premises; and (e) Tenant agrees not to overload or deface the Premises; and (f) Tenant agrees to save Landlord harmless and indemnified from and against any and all injury, loss, claim, damage, or liability due to the neglect of Tenant and not due to the neglect, negligence or willful act of Landlord, to any person or property while on the Premises; and (g) Tenant agrees to remove its goods and effects within twenty (20) days after the expiration or earlier termination of this Ground Lease and to peaceably yield up the Premises and Improvements thereon in as good order, repair and condition as the same may have been in at the Commencement Date or may be put in thereafter, except for reasonable wear and use and damage resulting from fire or other casualty and damage resulting from default or negligence by Landlord. Within ten (10) days after the expiration or earlier termination of this Ground Lease,Tenant shall have the right but not the obligation to remove all fixtures, signs and equipment installed by it or on its behalf and shall also have the right but not the obligation to remove or change any particular features of the Premises which may be distinctive of a Taco Bell restaurant with drive through, irrespective of the degree or character of annexation to the realty(all fixtures, signs and equipment being deemed at all times to be personal property), provided that any damage caused by any such removals or changes shall be repaired forthwith by Tenant at its expense; (h) If Tenant shall abandon the Premises due to a casualty, Tenant shall be responsible, at its sole cost and expense, to either demolish the remainder of the Improvements, and remove said debris from the Premises, or to restore the Improvements to the Premises. (i) Tenant covenants and agrees not to generate, store, handle or dispose of any Hazardous Substance in or upon the Premises during the term of the Ground Lease other than those normally associated with the operation of a restaurant. In the event, however, that any substance used in Tenant's business shall, during the Term, becomes designated as a Hazardous Substance, then Tenant shall, to the extent practicable, discontinue use of the Hazardous Substance on the Premises. If it is not practicable for Tenant to discontinue such use, then Tenant agrees that it shall only continue use of the Hazardous Substance on the Premises in a manner consistent with all standards and regulations for the safe use of such Hazardous Substance promulgated by governmental agencies having jurisdiction thereon. Tenant shall maintain all licenses required to store or used said material on the Premises. Tenant shall indemnify and hold Landlord harmless from and against any and all demands,claims,enforcement actions,costs and expenses, including reasonable attorney's fees, arising out of the breach of this subsection (h) by Tenant. 11. Subordination and Non-Disturbance This Ground Lease shall be made subject and subordinate to any future mortgages or deeds of trust on all or any part of the Premises, provided that the mortgagee or trustee thereunder shall execute, acknowledge, and deliver to Tenant a Non-Disturbance Agreement (as hereinafter defined). Landlord shall promptly give Tenant and any assignee of which Landlord has knowledge, notice of the creation of any such mortgage or deed of trust. A "Non-Disturbance Agreement" is a written agreement, in a form reasonably satisfactory to Tenant and mortgagee and their respective counsel, by the terms of which a mortgagee under any mortgage (or a trustee under any deed of trust) on the Premises agrees (i) to furnish Tenant and any assignee of all or any part of Tenant's interest of which Landlord has knowledge, with any notices of default under the mortgage or deed of trust, (ii) not to disturb Tenant's possession and quiet enjoyment of the Premises and its rights under this Ground Lease so long as Tenant is not in material default under this Ground Lease past any applicable notice or cure period, and (iii) that any purchaser at any foreclosure sale or the mortgagee or trustee upon entry, shall assume and perform the obligations of Landlord hereunder. Tenant shall accept a Non-Disturbance substantially in the form attached hereto as Exhibit F with such reasonable modifications as Landlord's lender shall require. Landlord shall provide an Affidavit of No Mortgage on the Delivery Date or shall be responsible for obtaining the Non-Disturbance Agreement. 12. Tenant's Rights of Mortgage,Assignment,,and Sublease (a) Tenant shall have the right from time to time to mortgage its leasehold interest hereunder with the consent of the Landlord, which shall not be unreasonably withheld. (b) Tenant shall not assign this Ground Lease or sublease the Premises with the exception of those "permitted assignments or subleases" as specified in subsection (c) of this Section, or any part thereof, without the Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event of any approved assignment or sublet, Tenant and any guarantor shall remain obligated under the Ground Lease. Any transfer of an interest in Tenant shall be deemed an assignment for the purposes of this Ground Lease and shall be subject to Landlord's consent with the exception of those "permitted assignments and subleases" as set forth in subsection (c) of this Section. (c) Notwithstanding anything to the contrary in this section, Tenant shall have the right, without Landlord's consent (upon written notice to Landlord), to assign or sublease the leased premises to (i) Taco Bell Corporation ("Franchisor"), or (ii) an approved in good standing franchisee of Franchisor that that is operating at least fifteen (1 5) Taco Bell restaurants and is not in default to Taco Bell Corporation under any franchise agreement, or to any lender, (the "Permitted Franchisee); provided, however, as a condition to any such transfer, the assignee or subtenant shall assume all of the obligations of Tenant hereunder and the Premises shall continue to be operated as a Taco Bell restaurant. If an assignment is made to Franchisor or any such Permitted Franchisee pursuant to this paragraph, Tenant shall be released of liability under this Ground Lease upon the later to occur of(x)the Effective Date of such assignment, and (y) Landlord's receipt of the written assumption prepared by Landlord and required pursuant to this Section. The Permitted Franchisee in this section may be related or unrelated to Tenant and may include, among others, any entity affiliated with Tenant by conversion, merger or otherwise. In such event Tenant and guarantor will be fully released from any obligation subsequent to the actual assignment date. 13. Alterations.,Additions,Improvements, Equipment, Signs, and Advertising Devices (a) Subject to compliance with applicable law and the prior written consent of Landlord,which consent shall not be unreasonably withheld, conditioned or delayed and deemed approved if not approved by Landlord within ten (10) days after written notice from Tenant, Tenant shall have the right to install its signage, in the maximum size permitted by applicable law, on any and all pylon signs, monument signs, and/or directional signs now existing or hereinafter installed on the Premises, as well as on the exterior of the building erected on the Premises. Landlord covenants and agrees that it shall reasonably cooperate and authorize Tenant to execute, acknowledge, and deliver such permit applications as well as other documents as may be customarily required by any authority having jurisdiction over the Premises and/or any such work on behalf of Landlord. To the extent Tenant is not allowed to submit such documentation on Landlord's behalf, then Landlord agrees to execute, acknowledge, and deliver such permit applications as requested by Tenant to allow for the Permitted Use. (b) All fixtures, equipment, signs, advertising devices and other changes made or installed by Tenant shall not, under any circumstances, be considered as the property of Landlord and may be removed by Tenant at any time during the Term. Landlord agrees to deliver to Tenant, within ten (10) days after request by Tenant, a waiver, duly executed and acknowledged by Landlord and within such reasonable time as any mortgagee or other person holding an interest in the Premises derived from Landlord may require, of all right, title and interest in the equipment, signs and fixtures installed or to be installed by Tenant or its successors or assigns, or any tenants thereof, in or upon the Premises provided, however, that Landlord will not be required to execute any instrument subordinating its interest in the Premises, 14. Liens Tenant shall not permit any mechanics',construction,suppliers or materialmen's liens to be levied against the Premises for any labor or material furnished to Tenant or to its agents or contractors; provided, however, that Tenant shall not be required to pay or otherwise satisfy any claims or discharge such liens so long as Tenant, in good faith and at its own expense, contests the same or the validity thereof by appropriate proceedings and posts a bond or takes other steps reasonably acceptable to Landlord that remove such lien or stay enforcement thereof. Neither Tenant, nor anyone claiming by, through, or under Tenant shall have the right to rile or place any construction lien or other lien of any kind of character whatsoever upon the Premises, or, upon any building or improvements or fixtures thereon, or upon the leasehold estate of Tenant herein; and notice is hereby given that no contractor, subcontractor, or anyone else who may furnish any material, service or labor for the Premises or any building, improvement, fixtures, alteration, repairs or any part thereto, shall at any time be or become entitled to any lien thereon; and Tenant covenants and agrees to give actual notice thereof, in advance, to any and all contractors and subcontractors who may furnish or agree to furnish any such material, service or labor. Notwithstanding the foregoing, should any construction or other liens be filed against the Premises or any part thereof for any reason whatsoever by reason of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after notice by Landlord. 15. Fire or alto If the Premises or any part thereof, shall be damaged by fire or casualty,Tenant shall proceed with reasonable dispatch to restore the Premises to substantially the same condition as existed prior to the damage without any abatement of Rent. If insurance proceeds, if any, recovered in respect of any insured damage or destruction, less any cost of recovery, shall be insufficient to pay the entire cost of such restoration,repairs,replacement or rebuilding,Tenant covenants to pay the deficiency. 16. Insurance; Inde nits (a) Tenant's Insurance. During the Initial Term and Extended Te (s),Tenant shall obtain and keep in full force and effect the following insurance which may be provided under blanket insurance policies covering other properties, the Improvements as well as the Premises and shall be maintained with an insurance company with an A.M. Best Company ("Best's") rating of at least A-and a Best's financial performance rating of at least VU. Upon Landlord's request, Tenant will provide Landlord with a certification of Tenant's current insurance coverage in a Memorandum of Insurance. Tenant's insurance shall name Landlord and any lender to Landlord from time to time holding a mortgage (or deed of trust) lien against the Premises as an additional insured and mortgage loss payee(as to such mortgage or deed of trust holder). (b) Liability Insurance, bodily injury, personal injury, property damage, fire, lightning, hurricane, and such other perils that are covered under a special form of "extended coverage" or "all risk" insurance endorsement, naming Landlord, as well as Landlord's managing agent upon Landlord's written request, as additional insureds, against liability arising out of Tenant's use, occupancy, or maintenance of the Premises and Tenant's outdoor seating area (if any). Such insurance shall include an "each occurrence" limit of not less than One Million Dollars ($1,000,000) and a general aggregate limit of not less than Two Million Dollars ($2,000,000) for bodily injuries and/or property damage, which may not exclude coverage for assault and sexual battery. Landlord reserves the right to change the policy limit requirements for all insurance requirements in this Section 16 in its reasonable discretion from time to time to comport with typical industry standards for fast food restaurants and retail shopping centers such as the Premises and the Shopping Center. (c) Business Interruption Insurance. Business interruption insurance in such amount as will reimburse the Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 16(a) and Section 16(b) and other perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or the Shopping Center as a result of such perils. (d) Worker's Comp Insurance., Keep in force, at its own expense, workers' compensation, insurance in the statutorily mandated limits of the state of Florida, and employer's liability insurance with limits which are required from time to time by Landlord in respect of any work or operations on or about the Premises, or in connection with the Premises or its operation (if applicable) but in no event less than $500,000.00. (e) Property Insurance. Commercial property form insurance insuring the Premises and Improvements(for the full replacement value,as such value may change from time to time) as well as a special form endorsement providing coverage on a replacement cost basis for Tenant's trade fixtures, equipment and inventory in the Premises. During the Initial Term and Extended Term(s), Tenant shall use the proceeds from any such policy or policies of insurance for the repair or replacement of the insured property. (f) Waiver of Subrogation. Notwithstanding any other provisions of this Ground Lease to the contrary, neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) for any loss or damage to the Premises or other tangible property,or any resulting loss of income and benefits(even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees) if any such loss or damage is covered by insurance benefiting the party suffering such loss or damage, or which would have been covered by insurance required to be maintained pursuant to this Lease. Landlord and Tenant shall require their respective insurance companies to include a waiver of subrogation provision in their respective policies in order to implement the provisions of this Section. (g) Indemnification by Landlord. Landlord covenants and agrees to pay, defend, indemnify and save harmless Tenant, unless due to Tenant's willful acts or negligence, from and against any and all liability, loss, damage,cost,expense(including all reasonable attorneys' fees and expenses of Landlord), causes of action, suits, claims, demands or judgments of any nature whatsoever to the extent arising from any negligence on the part of the Landlord or its agents, contractors, servants, employees, licensees, or invitees, or resulting from the violation by Landlord of any term,condition,or covenant of this Lease. The obligations of Landlord under this paragraph shall survive any termination of this Ground Lease and any transfer or assignment by Landlord or Tenant of this Ground Lease or any interest hereunder. (h) Indemnification by Tenant. Tenant covenants and agrees to pay, defend, indemnity and save harmless Landlord, unless due to Landlord's willful acts or negligence, from and against any and all liability, loss,damage,cost,expense(including all reasonable attorneys' fees and expenses of Landlord), causes of action, suits, claims, demands or judgments of any nature whatsoever to the extent arising from any negligence on the part of Tenant, Tenant's activities on the Premises,or its agents,contractors,servants,employees,licensees or invitees, or resulting from the violation by Tenant of any term, condition or covenant of this Ground Lease. The obligations of Tenant under this paragraph shall survive any termination of this Lease and any transfer or assignment by Landlord or Tenant of this Ground Lease or any interest hereunder. 17. Environmental Liability (a) Environmental Law. The term "Environmental law" means any federal, state, local law, statute, ordinance, regulation, or order and all amendments thereto pertaining to health, industrial hygiene, environmental conditions, or Hazardous Substances. (b) Hazardous Substance. The term "Hazardous Substance" shall mean any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous, including without limitation: (a) asbestos, polychlorinated biphenyls, and petroleum (including crude oil or any fraction thereof); and (b) any such material classified or regulated as "hazardous" or "toxic" pursuant to an Environmental Law. (c) Tenant's Use of Any Hazardous Substance. The only Hazardous Substances Tenant may use in its operations in or around the Premises are cleaning solutions and other substances as are customarily used in Tenant's business. Tenant will manage such use in accordance with the Environmental Laws. (d) Indemnities. Tenant shall protect, defend, indemnify, and hold harmless Landlord and Landlord's employees, agents,and subsidiaries from and against any and all loss,damages, costs, claims, damage, expense, or liability, including, without limitation, reasonable attorneys' or other professional fees, and the costs of repairs and improvements necessary to return the Premises to the physical condition existing prior to undertaking any activity related to any Hazardous Substance ("Claims") actually incurred by Landlord directly arising out of or attributable to Tenant's or Tenant's agents, contractors, or employees use, manufacture, storage, release, or disposal of a Hazardous Substance on the Premises. This indemnity shall survive the termination of this Ground Lease. Tenant shall not be responsible for any Hazardous Substance existing on the Premises prior to Tenant's Initial Term of this Lease. Additionally,Tenant shall not be responsible for any Hazardous Substance introduced to the Premises during the Initial Term or Extended Term(s) of this Ground Lease by Landlord, Landlord's employees, agents or contractors. 18. Eminent Domain If the Premises shall be taken by the exercise of the right of eminent domain, then Tenant shall have the option to terminate this Ground Lease if the taking is of such character as to impair or prevent Tenant from conducting its business substantially as theretofore conducted in Tenant's sole discretion, provided said election, if available, shall be made within thirty (30) days after the receipt of notice of said taking. If Tenant shall not so elect to terminate this Ground Lease in writing, then a just proportion of Rent and Additional Rent and any other charges due under this Ground Lease shall be abated according to the nature and extent of the taking or damage or destruction until the Premises or what may remain thereof have been put by Landlord in the proper condition for use and occupation by Tenant. If this Ground Lease shall not be so terminated and Tenant shall remain in occupation hereunder then there shall be a reduction of the then-current Rent ("Adjusted Base Rent") and any other charges due under this Ground Lease according to the nature and extent of the deprivation to Tenant of the Premises as previously constituted, subject, however, to the five percent (5%) increases in the Adjusted Base Rent accordance every five (5) years under this Lease as set contemplated in Paragraph 4 hereinabove. It is agreed that the interests of each party hereto in any condemnation award shall be dealt with according to law and that each party shall have the right to represent his/her/its own interest in any such condemnation proceeding and that Tenant shall be compensated out of the amount of any recovery awarded for the then-unamortized value of any leasehold improvements installed on the Premises by Tenant at Tenant's cost, damages, including therein damages sustained to any of Tenant's property on the Premises, the business conducted thereon,and relocation expenses. Landlord hereby represents to Tenant that,as of the date Landlord signs this Ground Lease,Landlord has no actual or constructive knowledge of any proposed condemnation of all or any part of the Premises, which has not been disclosed in writing to Tenant. Landlord further agrees to promptly notify Tenant of any proposed condemnation of the Premises, whether total or partial, temporary or permanent, of which Landlord becomes aware during the Term. 19. Provisions of Default Tenant's Defaults. The occurrence of anyone or more of the following events shall constitute a default and breach of this Ground Lease by Tenant: (a) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of five (5) days after Tenant's receipt of Landlord's notice in writing of such failure; provided- however, that if Landlord has sent Tenant two (2) notices pursuant to this provision in any twelve (12) month period, then Landlord shall not be required to send Tenant notice under this provisions for any subsequent failure by Tenant timely to pay Rent or other payments due under this Lease during such twelve (1 2) month period; or (b) The failure by Tenant to observe or perform any of the covenants,conditions,or provisions of this Ground Lease to be observed or performed by Tenant, other than the payment of sums due hereunder, where such failure shall continue for a period of thirty (30�) days after Tenant's receipt of Landlord's written notice thereof-, provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such thirty(30)day period and thereafter diligently pursues such cure to completion; or (c) A petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or substantially all of Tenant's assets is filed against Tenant in any court pursuant to any statute either of the United States or any state and Tenant fails to secure a discharge thereof within sixty(60) days, or if Tenant voluntarily files a petition in bankruptcy or makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with creditors. In the event any installment of Rent is not received by Landlord within five(5) days after Tenant's receipt of written notice from Landlord that such installment has not been received on or before its respective due date, there shall be an automatic late charge due to Landlord from Tenant in the amount equal to Five Percent(5%)of the sums due and owing. All such late charges due hereunder shall be deemed Additional Rent, and are not penalties but rather are charges attributable to administrative and collection costs arising out of such delinquency; further, any such defaulted amounts shall accrue interest at a the maximum rate permitted by law until paid and shall not be deemed fully paid unless such amounts, together with any late fee and interest are fully paid. All such late charges and interest due hereunder shall be deemed additional rent and are not penalties but rather are charges attributable to administrative and collection costs arising out of such delinquency. If applicable law limits the amount of any late fee or interest rate provided in this paragraph to an amount or interest rate less than provided herein, such limited fee or interest rate shall be applicable and this paragraph shall be deemed to be amended to conform with applicable law. (d) Remedies in Default. In the event any such default which remains uncured after the expiration of the applicable notice and cure period(s) specified above, if any, Landlord may, in accordance with the procedures required by law, pursue any one of the following remedies: i. Terminate this Ground Lease by giving Tenant notice to end the Term of this Lease on a specific date and this Lease, as well as the right, title, and interest of Tenant hereunder shall cease and expire(except as the rights remedies of Landlord upon the Lease termination as provided for herein), and Tenant shall surrender the Premises to Landlord. Notwithstanding such termination, Tenant's liability and obligation under all provisions of this Ground Lease, including the obligation to pay Rent and any and all other amounts due hereunder shall survive and continue subject to the provisions of this Section 19. ii. If this Ground Lease shall terminate as provided hereinabove,Landlord may re-enter the Pren-dses, opening locked doors if necessary, to effectuate such entrance, and remove Tenant, its agents, and subtenants, together with all or any of its property, by suitable action at law without being liable for any action or prosecution of any kind for such entry or the manner thereof or loss of or damage to any property upon the Premises. Notwithstanding such re-entry or removal,Tenant's liability under this Lease shall survive and continue subject to the provisions of this Section 19. Tenant waives any right to the service of any notice of Landlord's intention to re-enter, and Landlord shall not be liable in any way in connection with any action it takes pursuant to law. Notwithstanding such re- entry or removal,Tenant's liability under the provisions of this Ground Lease shall survive and continue subject to the provisions of this Section 19. Landlord may, in addition to the other rights and remedies, store Tenant's property in a public warehouse or at a place selected by Landlord, at the expense of Tenant. iii. In case of repossession or termination of this Ground Lease, Tenant shall remain liable for Rent, any Additional Rent and all other charges provided for in this Lease for the otherwise remaining term of this Ground Lease (which shall not include any extensions), and any and all reasonable expenses which Landlord may have incurred in taking possession of the Premises including,but not limited to,allocable overhead, leasing, legal and accounting fees, warehouse storage fees as noted above, subject to the provisions of this Section 19. Tenant shall reimburse Landlord immediately upon demand for any expenses which Landlord incurs in thus effecting compliance with this Ground Lease on Tenant's behalf, together with interest thereon at the lesser of eighteen percent (18%) per annum or the maximum rate allowed by law from the date Landlord incurs the expense in question until Landlord is reimbursed therefore. iv. Upon such removal of Tenant from the Premises, Landlord shall use commercially reasonable efforts to re-let the Premises during the twelve (12) month period following such removal of Tenant to any other person upon such terms as Landlord may deem reasonable, in its sole discretion, and for a term within or beyond the term of this Lease. If Landlord is able to re-let the Premises for all or a portion of the remaining term of this Lease (which shall not include any extensions), then Tenant shall be liable to Landlord for: (1) the full amount of Rent through the date rent begins pursuant to the new lease reduced to its present value; and (2) the amount (reduced to its present value) by which the Rent for the remainder of the Ground Lease term (which shall not include any extensions) exceeds the rent to be paid under the new lease for such period, plus (3) the amounts specified in Sub-Paragraph (iii)above,plus (4) all reasonable and actual expenses incurred by Landlord in re-letting or attempting to re-let the Premises; plus (5) any other amounts which are due to be paid by Tenant pursuant to any other provisions of this Ground Lease,excluding the amounts contemplated in Sub-Paragraph 19(d)(v)below. In the event Landlord is unable, after reasonable efforts, to re-let the Premises during the period of twelve (12) months following the date on which Tenant has been removed from the Premises, then Landlord shall have no further obligation to re-let the Premises (except as provided by law), and may accelerate the Rent for the remainder of the term of the Ground Lease (which shall not include any extensions), as provided in the next Paragraph. V. In the event Landlord is unable to re-let the Premises as provided in Sub- Paragraph (iv) above, then Landlord may, by notice to Tenant, accelerate the monthly installments due hereunder for the applicable period provided in this Sub-Paragraph 19(v) reduced to its present value, in which event such amount, together with any sums then in arrears, shall immediately be due and payable to Landlord. Landlord may, if permitted by law,prosecute its action for damages for accelerated or lost Rent simultaneously and in the same action as that for removal of Tenant. vi. The rights and remedies of Landlord set forth herein shall be in addition to any other right and remedy now or hereinafter provided by law, and all such rights and remedies shall be cumulative, except to the extent limited in Sub-Paragraph 19(iv) above. No action or inaction by Landlord shall constitute a waiver of a default, and no waiver of default shall be effective unless it is in writing, signed by the Landlord. vii. The rights and remedies of Landlord set forth herein shall be in addition to any other right and remedy now or hereinafter provided by law, and all such rights and remedies shall be cumulative. No action or inaction by Landlord shall constitute a waiver of a default, and no waiver of default shall be effective unless it is in writing, signed by the Landlord. viii. In the event of a dispute between Landlord and Tenant regarding this Ground Lease, the prevailing party shall be entitled to recover its reasonable costs and attorney and paralegal fees (including costs of appeal and fees and costs related to any hearing for the determination of said fees/costs) in addition to any other relief to which it may be entitled. ix. For purposes of this Section 19, the terms "reduced to its present value" shall include as part of the computation thereof a discount rate equal to the prime rate of interest in effect at such time, as published in the Wall Street Journal, plus one (I%). X. Landlord is hereby granted a valid lien, for all Rent and other sums of money which may at any time be owed by Tenant to Landlord, upon all furniture, fixtures (excluding trade fixtures), equipment, inventory, and other property of Tenant which may at any time be in or about the Premises. Such property shall not be removed from the Premises without the consent of Landlord until all arrears in Rent, as well as any and all other sums of money due hereunder, shall first have been paid, provided further that the lien herein granted may be enforced in accordance with the provisions of Article 9 of the Uniform Commercial Code as in effect in the State of Florida, or in any other manner provided by law. Tenant shall, at the request of Landlord, execute and deliver such additional documents as may be reasonably required to perfect this security interest. Landlord shall have all of the rights of a secured party under the Uniform Commercial Code as in effect in Florida. Tenant hereby waives any requirement under law that Landlord post any bond or surety for issuance of a distress writ with respect to any property located at the Premises. Notwithstanding the foregoing, Landlord shall, subject to Section 19(e), subordinate its lien to the lien of financing obtained by Tenant from an institutional lender for property located in the Premises, so long as the subordination is in form and substance reasonably acceptable to Landlord. This Lease shall constitute a security agreement, as that term is defined by the Florida Uniform Commercial Code. Tenant acknowledges that five (5) days' written notice of a sale under this Security Agreement shall be reasonable notice. Any sale made pursuant to the enforcement of said security interest shall be considered to have been a public sale conducted in a commercially reasonable manner if held in the Premises after the time, place, and method of sale and a general description of the collateral to be sold have been advertised in a local major daily newspaper published in the county in which the Property is located for five(5)consecutive days before the date of sale. xi. Tenant shall not interpose or assert any claim or non-compulsory counterclaim in any action or proceeding brought by Landlord under this Ground Lease. Tenant acknowledges that any such claim or counterclaim would be inconvenient to Landlord and would prejudice the rights of Landlord under this Ground Lease. If Tenant violates this subsection, Landlord and Tenant stipulate that any such claim or counterclaim shall be severed and tried separately from the action or proceeding brought by Landlord if permitted pursuant to applicable rules of civil procedure or other applicable law. This subsection 19(d) shall in no way impair the right of Tenant to commence a separate action against Landlord for any violation by Landlord of the provisions of this Ground Lease or to which Tenant has not waived any claim pursuant to the provisions of this Lease, so long as notice is first given to Landlord and any Mortgagee, and a reasonable opportunity is granted to Landlord and/or the Mortgagee to correct such violation. In no event shall Landlord or any Mortgagee be responsible for any consequential damages incurred by Tenant, including lost profits or interruption of business, as a result of any default by Landlord. xi . No receipt of money by Landlord from Tenant after default or cancellation of this Ground Lease shall. (1) reinstate, continue, or extend the Term or affect any notice given to Tenant, (2) operate as a waiver of the right of Landlord to enforce the payment of Rent then due or to become due, or (3) operate as a waiver of the right of Landlord to recover possession of the Premises by suit, action, proceeding,or other remedy. After: (A) service of notice of termination and forfeiture as herein provided and the expiration of the time specified therein, (B) the commencement of any suit, action, proceeding, or other remedy, or (C) final order or judgment for possession of the Premises, Landlord may demand, receive, and collect any monies due, without in any manner affecting such notice, order, or judgment. Any and all such monies so collected shall be deemed to be payment on account of the use and occupation of the Premises or, at the election of Landlord, on account of the liability of Tenant hereunder. No custom or practice that may develop between the parties in the administration of this Lease shall be construed to waive or lessen Landlord's right to insist upon strict performance of the terms of this Ground Lease. No act or thing done by Landlord or its agents or representatives shall constitute an acceptance of an attempted surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless made in writing and signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute an election by Landlord to terminate this Ground Lease unless a written notice of termination is given to Tenant. Notwithstanding any such re-letting or re-entry or taking possession, Landlord may at any time thereafter terminate this Ground Lease for a previous default. No waiver by Landlord of any breach of this, Lease shall constitute a waiver of any other violation or breach of any other terms hereof. Forbearance by Landlord to enforce one or more of the remedies herein provided upon a breach hereof shall not constitute a waiver of any other breach. Landlord Defaults and Remedies. The occurrence of anyone or more of the following events shall constitute a default and breach of this Ground Lease by Landlord: (a) Landlord's failure to do, observe, keep, and perform any of the terms, covenants, conditions, agreements, or provisions of this Ground Lease required to be done, observed, kept, or performed by Landlord, within thirty (30) days after written notice by Tenant to Landlord of said failure (except when the nature of Landlord's obligation is such that more than thirty (30)days are required for its performance, then Landlord shall not be deemed in default if it commences performance within the thirty (30) day period and thereafter diligently pursues the cure to completion); or (b) the failure of any representation or warranty to be true when deemed given hereunder. Limitations of Landlord's Liability. Tenant's sole recourse under this Ground Lease against Landlord is to the interest of Landlord in and to the Premises (including all equity, rents, profits, proceeds, issues, and other income therefrom). Tenant shall have no right to satisfy any judgment which it may have against Landlord from any other assets of Landlord or from any other assets of any partners, member,joint venturer, or shareholder of Landlord. The provisions of this Section are not intended to limit Tenant's rights to seek injunctive relief or specific performance, or Tenant's right to the proceeds of insurance (if any) specifically maintained by Landlord for Tenant's benefit. The foregoing limitations shall also apply to any successor to Landlord's interest in the Premises. 20. Notices Whenever a provision is made under this Lease for any demand, notice or declaration of any kind (even if the provision does not expressly require notice in writing), or where it is deemed desirable or necessary by either party to give or serve any such notice, demand or declaration to the other party, it shall be in writing and served either personally, or sent by United States mail, certified, postage prepaid, or by prepaid nationally recognized overnight courier service, addressed at the addresses set forth below or at such addresses either party may advise the other from time to time. In the event a party refuses to accept delivery of a properly issued notice, the date of rejection shall be deemed the date notice has been received. Any such notice, demand or declaration which does not comply with the foregoing requirements above shall be ineffective for the purposes of this Lease. As to Landlord: Alan Ruiner, President Knuckles, LLC 5300 Broken Sound Boulevard, NW Suite 130 Boca Raton, Florida 33487 With a copy to: Les H. Stevens, Esquire Les H. Stevens, P.A. 5301 North Federal Highway Suite 130 Boca Raton, Florida 33487 As to Tenant: COASTAL QSR, LLC Attn: Nicholas Peters 5201;1 Street, Suite C Clearwater, Florida 33756 With a copy to: Marshall C. Beason, Jr., Esquire Older, Lundy & Alvarez 1000 West Cass Street Tampa, Florida 33606 21. Right of First Offer. Notwithstanding any other option contained herein, Tenant shall have the right of first offer ("Right of First Offer") to purchase the Premises. If Landlord desires to sell the Premises, but not as part of a sale of other properties (i.e., a portfolio sale), then prior to the sale of the Premises by Landlord, Landlord shall notify Tenant in writing of the terms and conditions under which Landlord would agree to sell the Premises to Tenant (including providing to Tenant the form of Purchase and Sale Agreement Tenant will be required to execute)(the "Offer").Tenant shall have ten (10) days within which to elect to negotiate the terms of the purchase with Landlord. If Tenant agrees to the terms and conditions contained in the Offer within such 10-day period or Landlord and Tenant agree upon the basic business terms of such a sale within the 10-day period, then Landlord and Tenant agree to negotiate mutually acceptable terms of a purchase and sale agreement for up to twenty (20) days; provided, however, Landlord shall not be required to negotiate any terms already agreed to by Landlord and Tenant). If Tenant does not elect to purchase the property within the 10-day period or Landlord and Tenant are unable to agree upon the terms within the 10-day period, or if Landlord and Tenant have not entered into a written purchase and sale agreement within such 20-day period, then the Right of First Offer shall lapse and Landlord shall be free to sell the Pren-dses free and clear of the Right of First Offer. However, should Landlord fail to sell the Premises within one (1) year following the later to occur of the expiration of said 10-day or 20-day period above and Landlord is not under a sale contract with a prospective buyer, then Landlord must reinstate the Right of First Offer and offer the Premises to Tenant again pursuant to the terms of this provision should Landlord still have the Premises on the market for sale or should Landlord put the Premises on the market again. 22. Miscellaneous (a) It is further agreed by the parties hereto that the covenants and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executor, administrators, successors and assigns. The captions in this Ground Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Ground Lease. This Ground Lease represents the final agreement between the two parties and any other representations, other than what is in the Lease are not valid. (b) Nothing contained in this Ground Lease shall render Landlord and Tenant in anyway partners, joint venturers or associates with each other in the operation of the Premises or subject either party to any obligation, loss,charge or expense in connection with or arising from any matter pertaining to or resulting from the other party. Notice is hereby given to all whom it may concern of the foregoing. (c) Whenever either party's consent or approval is required hereunder, such party shall not unreasonably withhold, condition or delay the granting of its consent or approval. (d) All insurance policies required to be carried by either party hereunder shall be written in the names of Landlord and Tenant as their respective interests may appear,with appropriate endorsements in favor of any other parties who may have an interest in the Premises, by responsible insurance companies authorized to write insurance in the state where the Premises are located, and shall contain provisions denying to the insurer acquisition by subrogation of rights of recovery against Landlord or Tenant. Each party shall be entitled to duplicates or certificates of the insurance policies and satisfactory evidence of prompt payments of premiums. (e) Each party doing any construction, maintenance or repair work shall pay for the same and shall promptly discharge or bond any liens arising therefrom, (f) Upon request of either party, the other party shall execute, acknowledge and deliver an appropriate recordable instrument giving notice of this Ground Lease. Recording costs shall be borne by the requesting party. (g) If either party shall default in any of its obligations hereunder, the other party may at its option cure the default at the expense of the party in default. Any sums expended by Landlord under this paragraph shall be deemed to be additional Rent,nonpayment of which Landlord shall have the same remedies as in the case of nonpayment of Rent hereunder. (h) Except as expressly set forth in this Ground Lease, neither party shall be liable to the other party, or to any insurance company(by way of subrogation or otherwise) insuring the other party, for any loss or damage to any building,structure or other tangible property, or losses under worker's compensation laws or benefits, even though such loss or damage might have been caused by the negligence of such party, its agents or employees. (i) All schedules, exhibits, site plans, plot plans, legal description of property, title work, rent schedules and any other document(s) that may clarify the intent of the parties should a dispute arise must be attached prior to the parties executing the Ground Lease. Waiver of Jury Trial. With respect to any litigation arising out of or in connection with this Ground Lease, Landlord and Tenant hereby expressly waive the right to a trial byjury. (k) Authority. Each of Landlord and Tenant hereby represents and warrants that this Ground Lease has been duly authorized,executed and delivered by and on its behalf and constitutes such party's valid and binding agreement in accordance with the terms hereof. (1) Severability. The invalidity of any provision of this Ground Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. (m) Time is of the Essence. Time is of the essence in all provisions of this Ground Lease and to the parties executing this Lease. (n) Interpretation. Article and section headings are not a part hereof and shall not be used to interpret the meaning of this Ground Lease. This Ground Lease shall be interpreted in accordance with the fair meaning of its words and both parties certify they either have been or have had the opportunity to be represented by their own counsel and that they are familiar with the provisions of this Ground Lease, which provisions have been fully negotiated, and agree that the provisions hereof are not to be construed either for or against either party as the drafting party. (o) Incorporation of Prior Agreements; Amendments. This Ground Lease contains all agreements of the parties as of the date hereof with respect to any matter mentioned herein. No prior agreement, correspondence or understanding pertaining to any such matter shall be effective to interpret or modify the terms hereof. Oral commitments or promises are not enforceable and shall not be binding or made part of this Ground Lease. Any revisions or modifications to this Ground Lease must be in writing and mutually accepted by persons with full and complete authority to bind the party, as designated by this Ground Lease. Landlord waives the right to claim or assert the existence of any other modifications to this Ground Lease. This Ground Lease may be modified only in writing, signed by the parties in interest, at the time of the modification. Landlord specifically acknowledges that Tenant's employees at the Premises do not have authority to modify this Ground Lease or to waive Tenant's rights hereunder. (p) Waivers. No waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Tenant or Landlord of the same or any other provision. A party's consent to or approval of any act shall not be deemed to render unnecessary obtaining such party's consent to or approval of any subsequent act. No waiver shall be effective unless it is in writing, executed on behalf of Landlord or Tenant by the person to whom notices are to be addressed. (q) Holding Over. If Tenant remains in possession of the Premises or any part thereof after the expiration of the Initial Term and Extended Term(s), with or without the consent of Landlord,such occupancy shall be a tenancy from month-to-month at a rental in the amount one hundred fifty percent (150%) of the Rent payable in the last month of the Initial Term and Extended Te (s),plus all other charges payable hereunder,and upon the terms hereof applicable to month-to-month tenancies. (r) Cumulative Remedies, Except where otherwise expressly provided in, this Ground Lease, no remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. (s) Binding Effect; Choice of Law. This Ground Lease shall be binding upon and benefit the parties,their personal representatives, successors and assigns. This Ground Lease shall be governed by the laws of the state of Florida. Venue for any proceedings with respect to this Ground Lease and the parties' obligations and rights hereunder shall be in Palm Beach County, Florida. (t) Estoppels. At any time and from time to time (but no more than once in any 12-month period), each of the parties hereto shall, within ten (10) business days after receipt of written request from the other party, execute, acknowledge, and deliver to the requesting party an estoppels certificate, stating, if true, (i) that this Ground Lease is a true and exact copy of the Ground Lease between the parties hereto, (ii) that there are no amendments hereof(or, if amended, specifying the amendments hereof), (iii) that this Ground Lease is then in full force and effect and that, to the best of the certifying party's knowledge, there are no offsets,defenses, or counterclaims to the payment of Rent reserved hereunder or the performance of the terms, covenants and conditions hereof on the part of Tenant or Landlord, as the case may be, to be performed (or, if not so, setting forth the nature of the offsets, defenses or counterclaims then existing), (iv) that as of such date, no default has been declared hereunder beyond any applicable notice and cure period by either party or, if not true, specifying the nature of such default, and (v) Tenant is in possession of the Premises. Attached hereto as Exhibit C is a form of estoppel that is acceptable to Landlord and Tenant. If Tenant fails or refuses to give an estoppel certificate as required herein within the time period specified herein, then the information contained on such estoppel certificate as submitted by Landlord shall be deemed to be correct for all intents and purposes, but Landlord shall have the right to treat such failure or refusal as a default by Tenant. (u) Memorandum of Lease. Upon the occurrence of the Delivery Date, and prior to the Commencement Date, the parties shall execute and record a Memorandum of Lease, the form of which being attached hereto as Exhibit E. (v) Landlord's Access. Landlord and Landlord's agents shall have the right to enter the Premises upon forty-eight (48) hours prior written notice for the purpose of inspecting same, showing the same to prospective purchasers or lenders, and making such repairs to the Premises as Landlord is obligated to make pursuant to the terms of this Ground Lease. Notwithstanding the foregoing, in the event of an emergency requiring Landlord's entry into the Premises, Landlord may give Tenant shorter notice in any manner that is practicable under the circumstances. When entering or performing any repair or other work in,on,or around the Premises,Landlord, its agents,employees,and/or contractors: (a)shall identify themselves to Tenant's personnel immediately upon entering the Premises, and (b) shall not, in any way, affect, interrupt, or interfere with Tenant's use, business, or operations on the Premises or obstruct the visibility of, or access to, the Premises. In the event of interference with Tenant's operations in the Premises, the Rent shall be equitably abated if the interference continues for more than twenty-four (24) hours. (w) Only LandlordlTenant Relationship. Nothing contained in this Ground Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venture, or any association between Landlord and Tenant. Landlord and Tenant expressly agree that neither the method of computation of rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of Landlord and Tenant. (x) Attorney's Fees. If either party brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, proceeding, trial, appeal, bankruptcy or post judgment enforcement proceedings shall be entitled to its reasonable attorneys' and paralegals' fees (including costs of appeal and any hearing to determine said fees/costs) to be paid by the losing party as fixed by the court. (y) Force Majeure. In the event that either party shall be delayed or hindered in or prevented from the performance of any covenant, agreement, work, service, or other act required under this Ground Lease to be performed by such party other than the payment of rent and other amounts payable hereunder (a "Required Act"), and such delay or hindrance is due to causes entirely beyond its control such as riots, insurrections, martial law, civil commotion,war, fire, flood,earthquake,or other casualty or acts of God(a"Force Majeure Event"), then the performance of such Required Act shall be excused for the period of delay, and the time period for performance of the Required Act shall be extended by the same number of days in the period of delay. For purposes of this Ground Lease, the financial inability of Landlord or Tenant to perform any Required Act, including (without limitation) failure to obtain adequate or other financing or Landlord's failure to become the fee simple owner of the Premises, shall not be deemed to constitute a Force Majeure Event. A Force Majeure Event shall not be deemed to commence until ten (10) days before the date on which the party who asserts some right, defense, or remedy arising from or based upon such Force Majeure Event gives written notice thereof to the other party. If abnormal adverse weather conditions are the basis for a claim for an extension of time due to a Force Majeure Event, the written notice shall be accompanied by data substantiating: (i) that the weather conditions were abnormal for the time and could not have been reasonably anticipated and (ii) that the weather conditions complained of had a significant adverse effect on the performance of a Required Act. To establish the extent of any delay to the performance of a Required Act due to abnormal adverse weather, a comparison will be made of the weather for the time of performance of the Required Act with the average of the preceding ten(1 fl) years climatic range based on the National Weather Service statistics for the nearest weather reporting station to the Premises. No extension of time for or excuse for a delay in the performance of a Required Act will be granted for fain,snow, wind, cold temperatures, flood or other natural phenomena of normal intensity for the locality where the Premises are located. (z) Existing Encumbrances Expenses. Landlord hereby discloses to Buyer that there are Existing Encumbrances which are: identified in Exhibit 1113". As provided in Section 2(k),Tenant shall determine during the Inspection Period whether the Existing Encumbrances, and the expenses that may be allocated to the Premises, are acceptable to Tenant as Tenant will be responsible to pay those expenses during the Term of this Lease. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written. Witnesses. "Landlord" KNUCKLES, , a Delaware Limited Liabi t om - y: awe: ' Teffre itetz, Manager "Tenant" COASTAL QSR, LLC, a Delaware limited liability company By: COASTAL QSR HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By: PROMIETHEUS FRANCHISE - k RESTAURANT HOLDINGS, LLC, a Delaware limited lima` company, its Sole embe By: _ 1`dam a Nic alas Pete + . EC) y T.a Name: _ �" Exhibits: Exhibit A Legal description of the Premises Exhibit A-1 Preliminary Site Plan of the Premises Exhibit B Existing Instruments Exhibit C Form of Estoppel Exhibit D Form of SNDA Exhibit E Form of Memorandum of base Exhibit F Form of Lease Commencement Certificate Exhibit A Legal Description To be provided and attached per the final subdivision and survey process Exhibit A Exhibit A-1 (Sketch or Site Plan) i4MBW IR ------------- ---- p G - ------------- ---------------- 3 4t it "A A Vs. kHWAY NC) Exhibit Existing Mortgages and Encumbrances NONE Exhibit C Form of Estoppel 20[—] Re: Lease dated between as Landlord, and as Tenant, for the property known as (the "Property"). Ladies and Gentlemen: The undersigned certifies to, and agrees with, you, and your respective successors and/or assigns (collectively, "Lender"), as of the date hereof as follows: 1. It is the tenant under a lease dated [_], [ (collectively, with all documents listed on Exhibit A hereto, the "Lease") between I ]' as landlord (together with its successors and assigns, "Landlord"), and the undersigned, as tenant("Tenan "),covering approximately L—] square feet of space (the "Leased Premises") at Landlord's property located at I (the "Propert "). 2. The Lease is in full force and effect. The Lease has not been amended, modified or supplemented except as set forth on Exhibit A. There are no other agreements or understandings, whether written or oral, between Tenant and Landlord with respect to the Lease, the Leased Premises or the Property. 3. Tenant has accepted possession of and occupies the entire Leased Premises under the Lease. The term of the Lease commenced on ], and expires on subject to the following renewal options: 4. The monthly fixed, minimum or basic rent under the Lease is $[_] and has been paid through the month of [_]. All additional rent, percentage rent, Tenant's proportionate share of real estate taxes and insurance, common area maintenance charges,contributions to any merchant's association or promotional fund and all other sums or charges due and payable under the Lease by Tenant have been paid through the month of I -- J and no such additional rents, percentage rents or other sums or charges have been paid for more than one (1) month in advance of the due date thereof. 5. The amount of the security deposit is$L.. 1. 6. There are no defaults by Tenant or Landlord under the Lease, and Tenant has no knowledge of any event that with the giving of notice, the passage of time or both would constitute a default by Landlord under the Lease. 7. Tenant has no claim against Landlord and any offset or defense to enforcement of any of the terms of the Lease. 8. All improvements required to be completed by Landlord have been completed and there are no sums due to Tenant from Landlord and no allowances from Landlord to Tenant that have not been paid. 9. Tenant has not assigned the Lease and has not subleased the Leased Premises or any part thereof. 10. Tenant has no right or option pursuant to the Lease or otherwise to purchase all or any part of the Leased Premises or the Property. Tenant does not have any right or option for additional space in the Property. 11. No voluntary actions or,to Tenant's best knowledge,involuntary actions are pending against Tenant under the bankruptcy laws of the United States or any state thereof. 12. Tenant has no right to terminate the Lease except, to the extent contained in the Lease, in connection with a casualty or condemnation and except, to the extent permitted by applicable law, in connection with an actual or constructive eviction of Tenant. 13. Tenant is not currently in discussions or negotiations (directly or indirectly) with Landlord with respect to any material modification of the Lease,including,without limitation, any reduction in the rent or the term thereof. Any material modification or amendment of the Lease including, without limitation, any reduction in the rent or the term thereof, shall be null and void and of no force and/or effect (and, without limiting the generality of the foregoing, none of Lender, its designee and/or any purchaser at the sale mentioned in paragraph 14 below shall be bound thereby), unless and until Lender has consented to any such modification or amendment in writing. 14. If Lender or its designee succeeds to Landlord's (or any successor to Landlord's) interest in the Property or if a sale by power of sale or foreclosure occurs,Tenant shall attorn to Lender, its designee or a purchaser at such sale as its landlord. The undersigned individual hereby certifies that he or she is duly authorized to sign, acknowledge and deliver this letter on behalf of Tenant. Tenant acknowledges that Lender will rely on this letter in making a loan or otherwise extending credit to Landlord. The information contained in this letter shall be for the benefit of Lender. Very truly yours, By: Name: Title; Exhibit D Form of SNDA THIS INSTRUMENT PREPARE SY, AND,WHEN RECORDED, RETURN TO: SUBORDINATION. NON-DISTURBANCE AND TT NT AGREE MIENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the "Agreement") is made by and among ("Mortgagee" or"Lender"), ("Landlord"),and COASTAL QSR, LLC, a Delaware limited liability company ("Tenant"), WITNESSETH: WHEREAS, Mortgagee is the holder of that certain Mortgage and Security Agreement(the "Mortgage"), and that certain Assignment of Leases, Rents, Profits, Permits,Deposits, Approvals, Licenses, Warranties and Other Agreements (the "Assignment") both dated on or about even date hereof and recorded simultaneously herewith in the Public Records of Palm Beach County, Florida, which Mortgage and Assignment encumber the property described on Exhibit A attached hereto and made a part hereof(the "Property"); WHEREAS, the Mortgage and Assignment secure that certain Promissory Note dated on or about even date hereof in the principal sum of$ executed by Landlord in favor of Mortgagee (the "Note"); and WHEREAS,by that certain Lease dated between Landlord and Tenant (the "Lease"), Landlord leased to Tenant a portion of the Property as more particularly described therein (the "Premises"); and WHEREAS, the parties hereto are desirous of entering into a Subordination, Non- Disturbance and Attomment Agreement with respect to the Lease and the Premises. Exhibit D NOW, THEREFORE, for $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: I. Recitals• Subordination. The above-referenced Recitals are true and correct and incorporated herein by this reference. Landlord and Tenant do hereby subordinate the Lease and all rights, liens or charges created thereby, to the Mortgage and the lien created thereby and to any advances made thereunder and to any extensions, modifications, replacements or renewals thereof and any other mortgage on the Premises which may hereafter be held by the Mortgagee or any future mortgagee, provided, in each instance, a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of this Agreement is duly executed and delivered with respect to any such future mortgage. 1 In the event any proceedings are brought by the Mortgagee (a) to foreclose the Mortgage or any renewal, modification, consolidation, replacement or extension thereof, for any reason whatsoever,or(b) to succeed to the interest of Landlord by foreclosure,deed in lieu thereof or otherwise, Tenant agrees and, provided no default under the Lease shall have occurred and be continuing beyond any applicable period of cure, the Mortgagee agrees that the Lease and any extension thereof shall, in accordance with its terms, remain in full force and effect as a direct indenture of lease between the Mortgagee and Tenant, with the same force and effect as if originally entered into with the Mortgagee; and provided no default under the Lease shall have occurred and be continuing on the part of Tenant beyond any applicable period of cure, Tenant's possession of the Premises and Tenant's rights and privileges under the Lease and any extension or extensions thereof shall not be diminished, interfered with or disturbed by the Mortgagee by such foreclosure under the Mortgage or by any such attempt to foreclose or to succeed to the interests of Landlord by foreclosure, deed in lieu thereof or otherwise. 3. In the event of any such foreclosure or succession to the interests of Landlord by foreclosure, deed in lieu thereof or otherwise and the resulting succession to the interests of Landlord by the Mortgagee or any other party through foreclosure sale or any other means as a result of the existence of the Mortgage (which Mortgagee or such other party shall hereinafter be referred to as the "Successor Landlord"), Tenant shall attom to and shall be bound to Successor Landlord under all of the terms in the Lease for the balance of the term plus any extension or extensions thereof exercised by Tenant without the execution of any further instrument on the part of the parties hereto and Tenant shall waive the right to make claims against any Successor Landlord for any defaults of Landlord which occurred prior to the Successor Landlord obtaining title to the Premises,but any Successor Landlord shall be bound as Landlord or Landlord under all the terms in the Lease for the balance of the term plus any extension(s) thereof exercised by Tenant without the execution of any further instrument on the part of the parties hereto. 4. Notwithstanding anything to the contrary provided herein, in no event shall the Mortgagee or any Successor Landlord be: a. liable for any act, omission or default of any prior Landlord (including Landlord) (but the foregoing shall not obviate or diminish Successor Landlord's obligations under the Lease); b. bound by any payment of rent or additional rent made by Tenant to any prior Landlord (including Landlord) for more than one month in advance; C. bound to or liable for refund of all or any part of any security deposited by Tenant with any prior Landlord (including Landlord) unless and until such security shall have been delivered to, and received by, the Mortgagee. In the event of receipt of such security, the Mortgagee's obligations with respect thereto shall be limited to the amount actually received by the Mortgagee, and the Mortgagee shall be entitled to all rights, privileges and benefits set forth in the Lease with respect thereto; d. bound by any amendment or modification of the Lease made without the consent of the Mortgagee; e. personally liable under the Lease and Mortgagee's or its successor's or assignee's liability under the Lease shall be limited to the interest of Mortgagee or its successor or assignee in the Premises, E subject to any offsets or defenses arising prior to the Successor Landlord obtaining title to the Premises; or 9- bound to complete any improvement or construction on the Property or to pay or reimburse Tenant for any tenant improvement allowance,construction allowance or leasing commissions. 5. Landlord and Tenant hereby each agrees for the benefit of the Mortgagee that neither this Agreement nor the Assignment shall, prior to the Mortgagee's acquisition of Landlord's interest in the Premises, operate to place responsibility for the control, care, management, or repair of the Premises upon the Mortgagee, or impose responsibility for the carrying out of any of the terms and conditions of the Lease, nor shall said instruments,operate to make the Mortgagee responsible or liable for any waste committed on the Premises by any party whatsoever or for any dangerous or defective condition of the Premises or for any negligence in the management, upkeep, repair or control of said Premises resulting in loss or injury or death to any Tenant, licensee, employee or stranger. 6. Tenant agrees that at such time as notice is given by Tenant to Landlord of any default on the part of Landlord under the Lease, Tenant shall, in like manner, provide such notice to the Mortgagee and Tenant further agrees that the Mortgagee shall have the right, but shall not be obligated to, sure such default on behalf of Landlord within the grace period available to Landlord under the Lease plus an additional thirty (30) days or, if such default cannot be cured within that time, within a reasonable period provided Mortgagee is proceeding with due diligence to cure such default. 7. Landlord and Tenant each certify to the best of their knowledge and belief that as of the date hereof. (a) the Lease has not been modified or amended; (b) the Lease is a complete statement of the agreement of the parties thereto with respect to the Premises; and (c) all of the agreements and provisions contained in the Lease re in full force and effect. 8. Without limiting any of the forgoing provisions of this Agreement, nothing in this Agreement shall impose upon Mortgagee any liability for the obligations of Landlord under the Lease unless: and until Mortgagee takes title to the Property. Anything herein or in the Lease to; the contrary notwithstanding, in the event that Mortgagee shall acquire title to the Property or the portion thereof containing the Premises, Mortgagee shall have no obligation, nor incur any liability, beyond Mortgagee's then interest, if any, in the Property, and Tenant shall took exclusively to such interest, if any, of Mortgagee in the Property for the payment and discharge of any obligations imposed upon Mortgagee hereunder or under the Lease, and Mortgagee is hereby released or relieved of any other liability hereunder and under the Lease. Tenant agrees that, with respect to any money judgment which may be obtained or secured by Tenant against Mortgagee, Tenant shall look solely to the estate or interest owned by Mortgagee in the Property, and Tenant will not collect or attempt to collect any such judgment out of any other assets of Mortgagee, 9. EACH OF TENANT, MORTGAGEE AND LANDLORD HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 10. All notices,communications and demands under this Agreement shall be in writing and shall be served either by personal delivery (including courier service) to the other party or by mailing in United States mail by certified mail,return receipt requested, post prepaid,to the parties at their addresses herein set forth; To Landlord: Attention; To Tenant: Coastal QSR, LLC Attn: Nicholas Peters 520 D, Suite C Clearwater, Florida 33756 To Mortgagee: Attention: Notice shall be deemed received upon hand delivery or three days after being mailed as above provided. Notice of any change of address shall be given in the same manner as any other notice. 11. This Agreement may not be modified other than by an agreement in writing signed by the parties hereto or by their respective successors in interest. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, beneficiaries, successors and assigns, including without limitation, any person who shall obtain,directly or by assignment or conveyance; (a)any interest in the Mortgage; (b) any certificate of purchase following foreclosure of the Mortgage; (c) any certification or redemption following such foreclosure; or (d) any interest in the Premises, whether through foreclosure or otherwise. 12. This Agreement shall not be considered construed or interpreted as a modification or amendment of the Lease. This Agreement shall be considered a contract separate and apart from the Lease. 13. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which when taken together shall be deemed one and the same original instrument. 14. This Agreement shall be construed in accordance with the laws of the State of Florida. (Signatures to Follow On the Next Page) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the day and year written below. WITNESSES: "Landlord" By Print Name: Printed Name Title: Printed Name STATE OF FLORIDA ss.: COUNTY OF This instrument was acknowledged before me this day of 2017, by as of I a company,on behalf of the company, who is personally known to me or has produced as identification. Notary Seal Notary Public, State of Florida Typed, Printed or Stamped Name of Notary WITNESSES: "Tenant" COASTAL QSR, LLC, a Delaware limited liability company By: COASTAL QSR HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By: PROMETHEUS FRANCHISE RESTAURANT HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By: Name: Nicholas Peters, as,CEO Name: STATE OF ss,: COUNTY OF This instrument was acknowledged before me this—day of—.—, 2017, by Nicholas Peters,as Chief Executive Officer of Prometheus Franchise Restaurant Holdings,LLC, a Delaware limited liability company, as sole member of Coastal QSR Holdings, LLC, a Delaware limited liability company, as the sole member of Coastal QSR,LLC,a Delaware limited liability company, on behalf of such entities. He is personally known to me or has produced as identification. Notary Sea] Notary Public, State of Florida Typed, Printed or Stamped Name of Notary WITNESSES: "Mortgagee" By Print Name: x Title: Printed Name Printed Name STATE OF FLORIDA } ss., COUNTY OF This instrument was acknowledged before me this day of 2017, by as of on behalf of the bank, who is personally known to me or has produced as identification. Notary Seal Notary Public, State of Florida ,,,. ... Typed, Printed or Stamped Name of Notary EXHIBIT E FORM OF MEMORANDUM OF LEASE This Instrument Prepared By., Les H.Stevens,Esquire Les H.Stevens,P.A. 5301 North Federal Highway Suite 130 Boca Raton,Florida 33487 [ABOVE THIS LINE FOR RECORDING PURPOSES ONLY] MEMORANDUM OF GROUND LEASE THIS MEMORANDUM OF GROUND LEASE ("Memorandum") is made and entered into effective the — day of , 2{ _ between KNUCKLES, LLC, a Delaware limited liability company ("Knuckles") and COASTAL QSR, LLC, a Delaware limited liability company ("Coastal"). Knuckles is the owner of that certain real property located in Palm Beach County,State of Florida, known as 230, South Federal Highway, Boynton Beach, Florida ("Leased Land"), more particularly described as follows. [TO BE COMPLETED] Coastal is the owner of the building and other improvements(collectively"Improvements")located on the Leased Land, subject to the terms of an unrecorded Ground Lease ("Ground Lease") between Knuckles, as lessor and Coastal, as lessee, which Lease is dated 20—. Subject to the terms therein, the Ground Lease commences on 20 -- and terminates on 20 The Lease provides for the transfer of title of the Improvements to Coastal upon termination of the Ground Lease. The Lease grants Coastal a right of first offer to purchase the Leased Land. This instrument is intended to constitute a Memorandum of Ground Lease. In the event of any conflict or inconsistency between the terms hereof,and the terms of the Lease,the terms of the Lease shall govern and control. The terms and provisions of the Ground Lease are incorporated herein by reference. IN WITNESS WHEREOF,the parties have executed this Memorandum of Ground Lease effective on the day and year first written above. KNUCKLES,LLC, a Delaware limited liability company By: Jeffrey Levitetz, Manager COASTAL QSR,LLC,a Delaware limited liability company By: COASTAL QSR HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By: PROMETHEUS FRANCHISE RESTAURANT HOLDINGS, LLC,a Delaware limited liability company, its Sole Member By: Nicholas Peters,as CEO STATE OF FLORIDA )SS: COUNTY OF I HEREBY CERTIFY that on this day before me, an officer duly qualified to take acknowledgments, personally appeared JEFFREY LEVITETZ, as Managing Member of KNUCKLES, LLC, a Delaware limited liability company, [ ] who is known to me [ ] who has produced as identification to be the person described in and who executed the foregoing instrument, [ ] who took[ did not take an oath,and acknowledged before me that they executed the same on behalf of said Company. WITNESS my hand and official seal in the County and State last aforesaid this day of . 20 Notary Public, State of Print Name: My Commission Expires. STATE OF FLORIDA )SS: COUNTY OF I HEREBY CERTIFY that on this day before me, an officer duty qualified to take acknowledgments, personally appeared NICHOLAS PETERS, as Chief Executive Officer of PROMETHEUS FRANCHISE RESTAURANT HOLDINGS,LLC,a Delaware lirnited liability company, its sole member, by Coastal QSR Holdings, LLC, a Delaware limited liability company, its sole member, by Coastal QS , LLC, a Delaware, a Delaware limited liability company, [ ] who is known to me [ who has produced — as identification to be the person described in and who executed the foregoing instrument, who took[ ] did not take an oath, and acknowledged before me that they executed the same on behalf of said Company. WITNESS my hand and official seal in the County and State last aforesaid this . day of , 20—. Notary Public, State of Print Name: My Commission Expires: EXHIBIT "F" LEASE TERM AND OCCUPANCY DATE ACKNOWLEDGMENT To the Lease dated . 2017 between KNUCKLES, LLC, a Delaware Bruited liability company ("Landlord") and COASTAL QSR, LLC, a Delaware limited liability company ("Tenant") dernising certain Premises located at 2319 South Federal Highway, Boynton Beach, Florida. Pursuant to the provisions of Section 2(d) of the Lease, Landlord and Tenant, intending to be legally bound, hereby agree that the Term of said Lease commenced on the day of , 20—, and shall end at 11-59 ET on 120 9 unless sooner terminated or extended as therein provided. Tenant hereby acknowledges that it took Delivery of the Premises on 20 Tenant agrees that, as of and through the date hereof, Landlord has fully and timely complied with and performed each and every of its obligations as set forth in the Lease and that Tenant has no claim or claims or cause or causes of action against Landlord whatsoever and has no right to any setoff(s) against any and all sums due Landlord. IN WITNESS WHEREOF, the parties hereto have duly executed this Exhibit "F' to said Lease as of the—day of T 20 Witnesses: "Landlord" KNUCKLES, LLC, a Delaware Limited Liability Company By: Name- Jeffrey Levitetz, Manager Name: "Tenant" COASTAL QSR,LLC, a Delaware limited liability company By: COASTAL QSR HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By: PROMETHEUS FRANCHISE RESTAURANT HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By:_ Name: Nicholas Peters, as CEO Name: FIRST AMENDMENT TO-GROUND LEASE THIS FIRST AMENDMENT TO GROUND LEASE("First Amendment")is made this 14 day of September, 2018, between KNUCKLES, LLC, a Delaware limited liability company ("Landlord") and COASTAL QSR, LLC, a Delaware limited liability company ("'Teriant")(Land lord and Tenant sometimes collectively referred to as"Parties'"). WHEREAS, Landlord and Tenant entered into that certain Ground Lease dated November 21, 2017 ("Ground Lease") for the Premises set forth therein; and WHEREAS, Tenant requires an additional .1 acre of the remaining portion of the Entire Property not otherwise subject to the Ground Lease ("Additional Parcel"), in order to accon-u-nodate the improvements therein; and WHEREAS, in consideration or subjecting the Additional Parcel to the terms, conditions and obligations of the Ground Lease., the Parties have agreed to modify- certain terms of the Ground Lease including, but not limited to (i) Rent; (ii) increases in Rent; and (iii) cost for additional irnprovernents, which modifications are more particularly set forth herein. NOW TBEREFORE, in consideration of Ten and 00/100 Dollars and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged. the Parties agree as follows: I. The Recitals set forth above are true and correct and are incorporated herein by reference. 1 The Premises is hereby amended to include the Additional Parcel as designated on the revised Legal Description and Site Plan, attached hereto as Exhibits "A" and "A-l", which Exhibits shall supersede those currently associated and affixed to the Ground Lease. 3, The term"Improvements"as set forth in Paragraph 20)shall include the Tenant's responsibility to installing of the driveway entrance that will lease to the Landlord's remaining property(and to be fully responsible for the cost of maintenance of same until such time as Landlord nlav improvement the remaining property and require access through said entranceway, at which time the a mutual access and maintenance agreement shall be established). 4. Paragraph 4(a) is amended to reflect the below schedule of Rent/Base Rent as substituted and superseding that which is Currently contained within said Paragraph 4(a)of the Ground Lease: Lease Years Annual Rent Monthl Rent 1-5 $90,000-00 $7,500,00 6-10 $96,750-00 $8,062.50 11-15 $104,006.25 $8,667.19 16-20 $111,806.75 $9,317.23 21-25 (V Extended Term) $120,192.22 $10,016.02 26-30 Gnd Extended Term) $129,206.64 $10,767.22 1-'5 ( d Emended Term) $128,897.14 38,897.14 $11,574.76 36-40(41i1 Extended Term) $149,314A33 $12,442.87 All other portions of said Paragraph 4(a) remain unniodified and in full force and effect. 5. The Ground Lease, except as modified herein shall be deemed incorporated herein by referenced. 6. Tenant affirmatively represents that, as of the execution hereof, there are no uncured defaults in Landlord's performance under the Ground Lease and that Tenant has no right of offiet, Counterclaim or deduction against Rent,as said term is defi 17. Tenant understands and agrees that Landlord has no intention or obligation whatsoever to further discuss, negotiate or to agree to any modification, arriendment, or restructuring of this First Amendment, and if there are any future discussions among the Parties concerning any such modification or amendment, then no modification,oi-amendment shall constitute a legally binding agreement or contract or have any force or effect whatsoever unless and until reduced to writing and signed by an authorized representative of the Parties, and the Parties are precluded from claiming that any such agreement has been reached until those conditions are inet. 18. The invalidity, illegality or unenforceability of any provision of this First Anlendment, pursuant to judicial decree or otherwise, shall not affect the validity or enforceability of any other provision of this First Amendment,each of which shall remain in full force and effect. 19. This First Amendment,together with the Ground Lease,collectively represents the final agreement among the parties with respect to the subject matter of th is First Amendment and the Ground Lease, and may not be contradicted by evidence of any prior, contemporaneous or subsequent oral agreement among the parties and the parties represent that there are no unwritten oral agreements among them. 20. WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDFR OR IN CONNECTION WITH THIS FIRST AMENDMENT, THE GOUND LEASE OR ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS FIRST AMENDMENT. 21. Except as provided herein, all other terms, conditions and obligations of the Parties as set forth in the Ground Lease remain in full force and effect and are incorporated herein by reference. 22. All capitalized terms not defined herein shall have their meaning as set forth in the Ground I-ease. IN WITNESS WHEREOF, the parties have executed this First Amendment to Ground Lease effective an the day and year first written above. Witnesses: "Landlord" KNUCK L C,a Delaware Limited J� inited t� y Company N afil e J1 fefr Levitetz, Manager "Tenant" COASTAI,QSR, LLC, a Delaware limited liability company By: COASTAL QSR HOLDINGS, LLC,a Delaware limited liability company By: PROMETHEUS FRANCHISE RESTAURANT HOLDINGS, LLC, a Delaware limited liability company, its Sole Member By. N a r un e,: Chris S Nicholas Peters,as CEO 4a-nKe:----J'e—ssica Brunai Knuckles\fIrstamcal dgent 081818.2 EXHIBIT"A" LEGAL DESCRIPTION (REVISED) LOTS I AND 2,LESS THE EXISTING RIGHT-OF-WAV FOR US HIGHWAY NO. I (STATE ROAD 5)OF ROBINSON ADDITION,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 23,PAGE 144 OF THE PUBLIC RECORDS,OF PALM BEACH COUNTY,FL. CONTAINS 33,552.7 SQUARE FEET OR.7703 ACRES, MORE OF LESS. EXHIBIT "A-1" REVISED SITE PLAN AND SURVEY (ON FOLLOWING PAGES) Nliil --------------- ---------- ............. N HP A VOJI�?O'W rmo ra, ........ ------........ -------- Il g 4- J1 T im Ali N?, 10 IN AY WAY KA �E, 44 C >z § 0 z AE c > Tt A '14 DITION INSON AD :y _AY: TERR T HIGHWA AME RIX ar�C _L ON �,FL GOYN AOTA LANO TITLE SUAVEY COASTAL F #�II �+Jf�14 d 5k. F co i '� wMk.yl 1 u a; yr v� a - 2 �!1 1 a 0418 Avg IVISVOO t i + � t I x f ` I t t t 1 a i i I t 4 j I I ' 11'; VFW'�i O.Q'v 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.E. SUBJECT: Approval of Commercial Property Improvement Grant Program in the amount of $50,000 for Coastal QSR, LLC d/b/a Taco Bell located at 2391 S. Federal Highway SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Coastal QSR, LLC d/b/a Taco Bell located at 2391 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - 11). Once open and operating, Taco Bell, a fast-food chain serving a variety of Mexican inspired foods, anticipates employing one full-time general manager, four full-time shift leaders and 30 part- time/full-time team members. As the tenant of the vacant lot, the applicant falls under the terms of a Tier I business, as outlined in the grant application. The applicant is seeking reimbursement for a complete construction of a 1,927 square foot restaurant which will be the future home of Taco Bell. The cost of eligible property improvements for items including windows, doors and hardware, HVAC and roof is approximately$119,559 (see Attachment 111). If approved, the applicant is entitled to receive a maximum grant of $50,000 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY 2018-2019 Budget Project Fund, line item 02-58400-444 - $50,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Property Improvement Grant not to exceed the maximum grant award of $50,000 to Coastal QSR, LLC d/b/a Taco Bell located at 2391 S. Federal Highway Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Project Quote 1 3 WWI Q�ep em t � "BEACHBOYNTON ' CRA p COMMUWY REDEVELOPMENT AGENCY 01?4 October 1, 2018 — September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the CRA Community Redevelopment Plan. Improvements paid for by the CRA must be permanent and stay with the building. The CRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initials ,. Page 1 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the CRA District (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. Initials Page 2 of 16 , Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcyto be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the CRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a CRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the CRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • The property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. If CRA Board Approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent) and application for Initials .J Page 3 of 16 ,. Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award. Only one 60 day administrative extension will be permitted, and the CRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the CRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • CRA Board approval of this grant results only in funding. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the CRA the rights and use of photos and project application materials. • The CRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood & fire • Signage including lighting suppression . Doors/windows • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding • Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and stations — See attached water heating — See ReNew PACE Eligible attached ReNew PACE Product List Eligible Product List Initials. n« Page 4 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Firearm Sales/Shooting Ranges • Convenience Stores • Religion-Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Medical Research Centers/Housing • Adult Entertainment • Massage/Personal Services • Vapor Cigarette, E Cigarette Stores • Any other use that the CRA staff or CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the CRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval, plus an added 20% for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Bakery • Gourmet Food Market Initials Page 5 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax:(561)737-3258 www.catchboynton.com Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Boutiques— clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) • Bed and Breakfast • Medical Offices • Marketing Offices • Insurance Offices • Fitness Facilities—yoga, dance • Take Out Restaurants exercise, martial arts, etc. . Tattoo Parlor/Body Piercing/Body • Specialty Retail Businesses — Art Shop (no more than two stationary, gifts, sporting goods approvals per fiscal year) • Florists (no more than two approvals per fiscal year) Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to CRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Auto Services Facilities— repair, . Pawn Shops storage, sales, etc. . Liquor Store • Kava Tea Bar Initials` Page 6 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737-3256 Fax: (561)737-3258 www.catchboynton.com Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. i- Initials`' " Page 7 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737-3256 Fax: (561)737-3258 www.catchboynton.com 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 3310 Quantum Boulevard, Suite 101, Boynton Beach, FL 33426. Phone (561) 742-6000. Approval of Funding Request All re uired documentation must be submitted no later than noon two weeks rior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. I nitia is Page 8 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737 -3256 Fax: (561)737-3258 www.catchboynton.com The CRA Board meets on the second Tuesday of each month at the Intracoastal Park Clubhouse located at 2240 N. Federal Highway, Boynton Beach, FL 33435. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work must be completed and paid for by the applicant prior to the release of CRA funds. The CRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the CRA (3) days prior to the grant expiration date. The CRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the Reimbursement Request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed.contractor(s) that have been marked "paid in full." Proposals for"work to be completed" or"bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee Initia Page 9 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 4. A minimum of 4 color "after" photos of the project. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the CRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the CRA to award grant funding. Initials ." Page 10 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com �.r 3"34 1 n BOYNTO mmBEACH ",' CRA APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Coastal QSR, LLC Current Business Address: 1340 HAMLET AVE CLEARWATER FL 33756 Fed ID#: 74-3237761 Business Phone Number: 727-443-4888 Cell: Website: Existing Business: Yes X No Number of years in existence: 12 Time at Current Location: New Business to Boynton Beach: Yes X No Do you have an executed lease agreement: Yes X No_ If so, monthly base rent: $7,000.00 New Business Address (if applicable): 2319 S. FEDERAL HWY, BOYNTON BEACH FL Square footage of current location: Square footage of new location: 2,000 Type of Business: RESTAURANT Number of Employees: 30 Hours of Operation: 7AM - 11 PM List of improvements seeking reimbursement for: EXTERIOR IMPROVEMENTS INCLUDING WINDOWS, DOORS, HVAC UNITS SOLAR PV CANOPY Requested grant amount: $50,000.00 Page 11 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561) 737-3258 www.catchboynton.com BOYNTON NNUMBEACK CRA { APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: Chris Suh, Executive Vice President Date of Birth: 12/4/1976 Email: cdsuh earthlink.net Residential Address: 3261 Circle Oaks Drive SE, Atlanta, GA 30339 Cell Phone Number (773,791-5006 _ 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the CRA? Yes No X If yes, what additional programs are you applying for: Page 12 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON V , P a A i . APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes_ No X If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: KNUCKLES, LLC Landlord's Mailing Address: 5300 Broken Sound Boulevard NW Suite 110, Boca_Raton„ Florida 33487 Landlord's Phone Number: 561-994-2037 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. Initials�''�a F Page 13 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com I BOYNTON ", C A BEACH "I"i APPLICANT INFORMATION I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the CRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the CRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initia Page 14 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com tr BOYNTON' ' NOMBEACH APPLICANT INFORMATION APPL ICANT SI A RES: Principa ner ignatur Date Chris Suh Executive Vice President Printed Namel Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF -CriOL COUNTY OFj,"taj BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared_c - z _ who is/are er ,,a known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. o� IN WITNESS OF THE FOREGOING, I have set my hand and ic' I s al ' e a ° a d County aforesaid on this 2. day of 6 20 ' Notary Public state of Florida TA P1I LIC YJJessica H Bruna! My C mission Expires: My Commission GG 224696 Expires 06/0482022 Page 15 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON' CRA BEACH LANDLORD INFORMATION LANDLORD NATURES: � Landlord's SignalIr Date Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used►f signing Individually STATE OF COUNTY OF BEFORE ME, an officer duly authorize b law to administer oaths and take acknow_led ements, personallyappeared who is/are �personallyg known o m r produced as �� ition, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this ho day of 20 t a.►AY'P"n,, CARIDAD A.CARRILLO Notary Public-State of Florida NOTARY PUBLI oP _ Commissiop#FF 969367 My Comm.f;xpiee:_Jun 26,2020 My Commission Expires: Bended thcouyb Banat Nafary Assn. Page 16 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 8/6/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}gziriFrfii } ir RTr ae44 4; vhf,,, 1 d yak, Vc,,c �� Search by Owner,Address or Parcel e 4 0019119i 00jk. View Property Record Owners d KNUCKLES LLC 7 � u Property Detail -o—aftiorl 2 31 9 S FEDERAL HWY ii t{p Muii BOYNTON BEACH e �J _. . .Paii No.;. 08434533060000010 Sulkdiviriorl ROBINSON ADD IN Book 28127 Page 293 Sale Date FEB-2016 5300 BROKEN - SOUND BLVD NW Mailing STE 110 - Adatess BOCA RATON FL 33487 3519 1000-VACANT U; e. I yPe COMMERCIAL 1 S E 23rd Ava Sales sl £ InformationSales Date Price w Irl, . 20616 975000 IJjttss 1 � FEB- .2007 1760166 t, ...Coa ta[Bay Blvd - - JUN- 2005 1960000 ,E JAN 1 975 'r', 165000 �1�'�JS��,�,'tzi'� e =)1973 150000 �i GaastalBay Blvd c - ,eun,�e,.r i Appraisals Tax Year 2018 ve e... $75 O'oastal, ayi�lvd- Otragtala . Value 4 Blvd r F Larld Value $927125 q s, ., al oj,t'.wee=- $927200 All values are as of -- January 1st each year Assessed/Taxable; values Tax Year 2018 . . Ass sec s https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434533060000010 1/1 STANSELL PROPERTIES & S DDEVELOPMENT COMMERCIAL CONSTRUCTION Proposal Taco Bell Boynton Beach 9/5/19 Work requested by: Mark France Description: 1. Windows $27,500.00 2. Doors & Hardware $8,815.00 3. HVAC $53,100.00 4. Roofing $30,144.00 Total: $119,559.00 Proposal Prepared By: Chris Sands Stansell Properties & Development, LLC. Accepted by: Date: Approved by: Date: 11607 PROSPECT RD, ODESSA, R-33556 1727,372,0781. 1 WWW,SPD-JTS.COM 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.F. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the amount of $21,000 for Common Grounds Brew& Roastery, LLC located in One Boynton at 1517 S. Federal Highway SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months and are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Reciept. CRA staff has received a complete grant application from Common Grounds Brew & Roastery, LLC located in One Boynton at 1517 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - 11). Common Grounds Brew & Roastery, LLC currently operates a storefront coffee shop in downtown Lake Worth. They have been open and operating for the past five years and are looking to open a second location in downtown Boynton Beach. Common Grounds Brew & Roastery is committed to providing high quality coffee while cultivating a community-drive environment. Their mission is to create spaces of 'common ground' that engage the local community. Under the terms of their Landlord-Tenant Lease agreement, the base rent required to be paid by the applicant is $4,243.09 per month (see Attachment 111). Common Grounds Brew & Roastery, LLC qualifies as a Tier I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 month period, whichever is less. If approved, Common Grounds Brew & Roastery, LLC would be reimbursed in the amount of$1,750/month for a period of 12 months or a total grant amount of $21,000 during its first year of business. Grant reimbursements to the approved applicant occur on a quarterly basis with proof of rent payments. FISCAL IMPACT: FY 2018 -2019 Budget, Project Fund, Line Item 02-58400-444, $21,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant in the amount not to exceed $21,000 to Common Grounds Brew& Roastery, LLC located at 1517 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Application D Attachment II - Location Map D Attachment III - Lease rMF i BOYNTO �.FN . BEACH COMMUNITY REDEVELOPMENT AGENCY October 1 , 2018 — September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of'the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by Initials Page 1 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561) 737-3258 www.catchboynton.com the Applicant(s) may be produced by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a quarterly rent reimbursement. New businesses are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a quarterly basis, the CRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of I� payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. 3 • Must be located within the CRA District (see attached map). r Initials 0 Page 2 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. IneligUe Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops/ Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores Initiali Page 3 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435 Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Alcohol and/or Drug Rehabilitation • Pawn Shops Centers/Housing . Medical Research Centers/Housing • Any other use that the CRA staff or • Massage/Personal Services CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval Tier One Business Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four quarterly payments). Tier One Businesses must be one of the following types of businesses: Restaurant • Bakery • Gourmet Food Market 1 yj 4 Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four quarterly payments. I Initialdo Page 4 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com f 1 Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Clothing Boutique— clothing, shoes furnishings, art galleries, kitchen & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Bed and Breakfasts • Medical Offices • Marketing Offices • Insurance Offices • Fitness Centers • Florists (no more than 2 approvals • Specialty Businesses— stationary, per fiscal year) gifts, sporting goods Lease Terms i If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises 'F of the grant recipient, for which the applicant or grant recipient is seeking rental p reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the CRA for all grant money received up to that point and will not be eligible to receive any further grant funding. InitialsJo Page 5 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com For purposes of this grant, the CRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The CRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required a documentation is submitted to the CRA office. a Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: InitialsJO Page 6 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com P k a A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. . Resume for each principal/owner of the business. U� 3 Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). V5. Copy of executed multi-year commercial lease agreement. /k. Two years of corporate tax returns (for existing businesses only). V 7. Two years of personal tax returns for the principal/owners of a new business. V8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. If an existing business must expand to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). /11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All required application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board Initials /(J Page 7 of 15 v Rent: Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant. Reimbursement will occur on a quarterly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next quarter beginning on January 1St, April 1St, July 1St and October 1St Months Eligible for Reimbursement Deadline to Submit for Reimbursement • October, November, December * January 30th • January, February, March 9 April 30th April, May, June • July 30th • July, August, September a October 30th i In order to receive quarterly rent reimbursement the grant applicant must submit the following: i 1. Written request for reimbursement. t 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). i If applicant does not submit its quarterly reimbursement request within 30 days following the end of the quarter in which applicant is requestinq reimbursement, applicant forfeits that quarter's reimbursement. Initials Page 8 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments does not guarantee future payments. The CRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the CRA to award grant funding. i Initials �© Page 9 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com i BOYNTON BEACNTH APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): im1l�7C? Gro oases i Current Business Address: Fed ID#: Business Phone Number: Fax: Website: Cornync k ✓l�[A'1LR 13rr Gam Existing Business: Yes 1/ No Number of years in existence: E4e2L5— Time at Current Location: 1(71,e i 2 New Business to Boynton Beach: Yes Jf No Do you have an executed lease agreement: Yes No If so, monthly base rent: New Business Address: f7 < 33 Square footage of current location: Square footage of new location: 1?a� Type of Business: fee ,obihop Number of Employees: 5-- Z Hours of Operation: I m lin Page 10 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com B%f.-NOfvl NTO BEACHICRA APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner N me: , �('W Date of Birth: (,1 VEmail: Residential Address: " Cell Phone Number: �1- `� 2. Principal/Owner Name: Aj'ke ©h'K Date of Birth: 0,T/ 1/14,611 Email: Yh��<<ri,8 r)a,`/Gil trahm Residential Address! I Al ,Vr Waflh Ll- Cell Phone Number: A��/_ 3ffiffD14 3. Principal/Owner Name: a/i'Ie Date of Birth: Q O Email: _ oAzzu s c,lakauen,M .©✓ Residential Address: I'Dlo 6 N Khmk Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 I Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTO BEACNNTHCRA APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the CRA? Yes _�No If yes, what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes_ No,U/ If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: a - - -n Landlord's Mailing Address: ��yl' ,�jm�,�f �'th° Sr�► 30 6a,, l teololk5 EL b 31 Landlord's Phone Number: 561-3y7--kffl CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). 1, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com i' BOYNTO BEACtH RA APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, 1 hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYN TC BEACTH . APPLICANT INFORMATION APPLICANT SIGNATURES: 1. 1�hqhy— al wner's SI ature Dat cane f Printe a Title 2. r - S l Principal/Owner's Signature , y��Dp e fVI, C /-.,* B � � 0/1 46-r 'L'hei' Printed Name Title 3. Ada er' ignature D to h er Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF�� COUNTY O �rn��cac�� BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared -�\ �Ne (hk01oe. who is/are personally known to me or produced'�c\b.�� i�� v as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this � `� day of a 20 I NO RY PUBLIC RHEIEN 0.PINKNEY My Commission Expires:lic-State of Floridaion#GG 332392 Ex ires Jun 4,2023p Page 14 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com t HiTt oyik 0 K ffoh, 1 A ` RA 13 EA(� LANLORD INFORMATION LANDLORD SIGNATURES. Lan.it ' ignat e Date "drl Oe: ry 'y Printed Name Me 2. Landlord's Signature -- Date Printed Name Title Notary as to PrincipallOwner's Signatures-Multiple,notary pages may be used if signing individually " STATE OF r' COUNTY OFell BEFORE ME, an officer duly authorized by lav to administer oaths and take acknowledgements, personally appeared , 2 W f J s` :-L14-eF ' - „ who is/are personally known tee e or produced 1-/ as identification, and acknowledged he/she executed the foregoing Agreement For the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, t have set my hand and official sea in the State and County-aforesaid on this - - ) day of „ JUANAHIRALDO C X + OQrnmlarlan i#GG 25f4663 MOO rARY PUBLIC �, Expires October 28,2022 Commission Expires.NoO�y Page 15 of 15 Rent Reimbursement 7101 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com 9/2/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } ir RTr ae44 4; ,.ho,,,? 1 e yak, Vc,,c Search by Owner,Address or Parcel - ..., s View Property Record H f11t � I e{l( t♦ Owners CH REALTY VII PSREG BOYNTON BEACH LAS VE Property Detail Loxca...,,i, 1 331 5 FEDERAL HWY 102 Muii BOYNTON BEACH Pai . .e 08434528450010000 e n t Sulkdiviriorl LAS VENTANAS B .. by � ,< 28776 .Page 1084 t '7`}i it A' `ale.Date=. DEC-2016 5605 GLENRIDGE DR NE .�• STE775 ra rAcie.ss i��i}� t} ATLANTA GA 30342 1 378 . {rt lh Yrrt�� LL fl U,e.`yPe. 1200' STORE/OFFICE/RESIDENTIALSquare r--ee- k , 822044 „ Sales Information d Wrollrnhrt Rd- 4 ar a Woadbrd hdRd - �- Sales Date Price DEC 2016 109350000 y _ - ................................... - Appraisalss"" h 1 t Tax Year 2019 Plim - o m,. a Value=. $0 -� .,..�... Market Value $87,000,000 P= All values are as of January '< Preliminary 1 st each year Assessed/Taxable values Tax Year 2019 P ?' A^sessed Value $87,000,000',, r_xem ..Ari $0' axabie Value $87,000,000;`. Brei,,,,,,.............................................. Taxes Tax Year 2019 Ad Valorem $1,880,009 . ,,.. A ! .,;re ooro $140,786 cqaix $2,020,795 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528240000040 1/1 LEASE AGREEMENT BETWEEN CH REALTY Vll'-PSREG BON REACH LAS VENTANAS, L.L.C., AS LANDLORD,AND COMMON GROUNDS BREW & ROASTERY LLC, AS TENANT DATED J'ulyg A,2019 THE Hf. PP AT LASVENTANIAS BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA BASIC LEASE INFORMATION Lease Dow July ll 2019 Landlord: CH REALTY VII-PSREG BOYN,rON REACH LAS VENTANAS, L.L.C., Delaware limited liability,miripany Tenant: COMMON GROUNDS BREW' & ROASTJERY LLC, a Florida limited liability company Premises- The area known as 1517 S, Federal. Highway, Boynton Beach., Florida 33435 containing 1,726 rentable square feet described ari the plan attached as Exhibit A being part of the shopping,center commonly known as The Shopper at Las Ventanas (die "Shoppigg Center"), which is situated, on the property described in Exhibit B. The Shopping Center is part of a mixed use development known as Las Ventanas, which is comprised, of retail and residential uses. The term "Shopping Center' includes the retail Portion of the property described in �Exliibit B� together with the improvements thereon, including the First floor of the building in which the Premises are located (the and such additions and other changes as Landlord may, ftorn tine,to time, designate as being included within the Shopping Center., Exhibit.A is attached hereto solely for the purpose of locating the t"remises within the Shopping Center and do&fing the general layout of the Shopping Center, and shall not be doomed to be a representation, warranty or agreement by Lsindloi-d as to any information shuwn thereon or that the Shopping Center or stores be exactly as indicated thereon. Term, 84 full calendar months, plus any partial month from the Comiricncernent Bate to the end of the month in which the Cornmencernent Date falls, starting, on the Commencement Date and ending, at 50 pi.m, local time on the last day of time 84th, full calendar manthfollowing the Commencement Date, subject to adjustment and earlier termination as provided in the Lease. The "Commencement Date" means the earlier of the following dates. (a) the date upon which'renant oMs the Premises to the public For Nosiness,or (b) 1210 days,after the date on which Laadlord, tenders possession of the Premises to Terga rat:. Minimum Rents Minimum Rent shall be the fol owing amounts for the following Mriods of time; Annual Minimum Rent Rate Per Rentable Square Monthly Minimum Lease Month Foot Rent 1-24 S2LOD $3,020.50 25-36 $21.84 $3,141-32 37-48 32171 $3,266.97 49-60 $23.62 $3,397.65 61-72 $24.57 _U3,53156 73-84 $25,55 $3,674.90 As used herein, the term,"LeaseMonth" means each calendar month during the Term (and if the Commencement Date does not occur on the first day of a calendar month-, the period frorn the Cummencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthly Minimum Rent rate applicable for such partial month). i Peroentage'Rent Rate,. ONE Security DePosit: $4,243�09 Rent: Mininnurn Rent and Additional Rent and all other sums that Team may owe to Landlord or otherwise be required to pay uncles the txaso. Pen-Mved Use: The operation of a coffee bar serving coffee drinks, smoothics, and pastries with arwilJaxy sales of breakfast and lunch sandwiches of quality and presentation consistent with other Common Grounds Coffee bars, provided however,, in no event shall the operation of Tenant's business within the Premises violate any exetusive or prohibited use set forth on Exbibit I attached hereto. Tenant may permit live rnusic to be performed in the Premises, subl jact to the rules and regulations of the, Shopping Center, Trade Name- Common GrDunds Coffee Bar Tenant's Proportionate 4-090/a, which is the,percentage obtained by dividing(a)the nurriber of rentable square Share. :feet in the Premises as stated, above by (b)the 42,256 rentable square feet in the Shopping Center. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Shopping Center set forth above is conclusive and shall be binding upon them. Tenanfs Proportionate Share is subject to adjustment as provided in Section 6(c,)of the Lease, Common Area S5 00 per square foot annually, for the period from Lease Month I through and Charge: including Dewe Month 12 (the "First Lease, Xe_qr`, and I such First Lease '"ear and each 12-month period during the Term thereafter, each, a "Lease Vear"), payable $719.17 per month in,accordance with Sggtn_6(b of this Lease, Commencing on the first day of each Lease Year following the First Lease Year, the annual Common Area Charge shall increase by five pereent (511/�) over the Common Area Charge for the previms Lease Year, Initial Liability VMOXO Insurance Amount! lnitial Manihl y The following shall constitute Tenant's initial monthly payment of Rent required Payment of Rent PtIrSllant tDa"_dOng 3, k4j, and fM of the Lease, which shall he adjusted as and when rNuired under the terms of the Lease: Minimum Rent $3,020.50 Additional Rent, Tenant's Monthly Common Area CbaTge VM 17 Tenant"s Proportionate Share of Retail Area Expense's S50142 Total Initial Monthly Payment 34,243.09 Tenant's AddressPrior to Commencement Date; Following Commencement Date;, 2400 SW 19th Avenue, 136 1:517 S Federal Hwy, Boynton Beach, HonWa 33426 Boynton Beach, Florida,3,3435 Attention, Justin A. Olive Attention. Justin Olive Telephone; 561-568-0433 Telephone.561-568-04�3 Telecopy.561-568-0433 Telecopy- 561-569-0433 Landlord's Address.,, For all Notices: W111h,a copy to: CH Rtalty VII-PSREG BoyntDn Beach Las CH Really VII-PSREG Boynton Beach Ventanas,L.L4 C. Las Ventanas,L.L.C. cto Southeast Centers, LLC 3811)Maple Avenue 1541 Sunset Drive, Suite 300 Dallas,Texas 75214 Coral Gables, Florida 33143 Amention: Asset M.anager—Las Attention' Property Manager Vern anas(Re ta i 1) Telepbunv56[-34?-0888 Telephone;214-661-$000 Telecapy561-347-1669 Teleoupy;214-4,45-0949 The foregoing Basic Lease Information is incorporated, into and made a pan of the Lease identified abDVe. Ifany conflict exists between any Basic Lease Information and the Lease,then the Lease shall.Control, LANDLORD: CH REALTY x°11-PSR ROYNTONUACH LAS VENTANAS, L.1—C., a Detaware limited liability I :�Issl W TN S` company rV, i-ft c,, LL) t4 a 0 By: PS KEG Las Ventanas, LLC., Printed Name a Georgia limited habiRty company, its manager ?rintco Name AyPollack Shores Real Estate Group, LLC, a Georgia limited liability company, its manager By, Name; 6A!4��, Qli2-y SWI% M62M4 TENANT, COMMON GROUNDS BREW& ROASTERY LLC,a Florida limited kabirlily Company SES: By: Inted,Na 'i'i e:- f A14 Printed Nam TABLE OF CONTENTS 1, Definitions and Basic Provisions....... ..............,...................... ...... ........ ......... ......... „...,,,...I. 24 Premises; Construction ®.»..... ........ . „_....._.. ..._..., .,...... ......... ........... .......... ......... »,,.»..,.1 (a) Lease Grant.........:............,.,,. .,.,..... .....,,,. ,»„..... ........., ,...,.,,: ................. ,... ..:,.... ...........l (b) Construction amid Acceptance of Premises.... .... .. ......... .. ... ............... ,...... ,I (c) Tender of Possession...., ....,. . ......... ...... .. ..,,,....». ......... .... .......... . ., .,. ..:.,,I 3, Rent,.». .:... ........ .:....... ............ ..................... ..... ......... ......... ............................. ,.,...... (a) Payment.......... ....... ............................:...... .......,. .»....... .....,:. .,»»,.,.. ...,...,. ___............ ,,,..,,' OMinimum Rent ......... .....x.,.. ........ ........®. ....,..... ................................................»..,..., (e) Intentionally ,,, ...... ..:... ..,......: .......:. . .....,,. ........, ......... .,......, .........' : (e) $ales Reports and Records.., ,.,,» ......... »........ .......». .,,; .,.,,,,,, .,a........................ ,. .., ( Additional Rent,„....... ................ . . . ... ... . .. ..... ......... .....,.,. 4. Delinquent Payment, Handling #u rges,.,,,,...................................... . , ............................ .......,. .,....,................,. S. scoority Dtpt it ........... ......:. _........ .......... ..,.».... .,.,..... ........ .......,,, ...................................... ........... . . Common Area:. ........ ............ .......... ,....... ........ ..,,,,,., ., .,..,...,...............,,.,...... ..........,. .....,, .........; (a) Cor mmon Area.....................:. ............. ........... ....:.... . ........ ........ ......».. .......... (b) Common Area Charge.................... ......... ......... ..»»..»».. .».,,,.,,, ,,..,........, , ...,,. ........, .., (c), Right to Convert:Method of Reimbursement for Common Area Casts...... ......... ...»..,e. . ...,...... (d) Retail Area Expenses ................................ ......... ........... ..,. ,,.......,_ _ ,,.,,....... ......_...,. (e) Tenant's Proportionate Share.............................................................. .,.,...,, ... .,.....,. ............ 7, 1mprovernents, Altera tions I Repair , Maintenanet; Utilities ..».:.... ...:.... .......».. ... »... .........» ,.,,....... (a.) Improvements,Alterations,., .„,. ......».. ...,.,®:.. ®,......., ...,. ,, (b) Repairs, ..... ......., ... .. .... .....:.. ........... .....,,.. ........., ....,.,.... ( ) Performance of Work......... .......... ........ __...... .......,... , ......... .,.....,. ,,..,.,., ,,....»®.. ('ri) Mechanic's Liens....... ......... ......,,.. ...,.,.,.,, .,».....,.,. ....................d,_.------ .... ... ......... ....i......6, (e) Use of Roof.,__.. .. ..... . ........» .,......, .,,..,,,, ......., ........, ........ .,,,.,.... ,,...,...,R ( Signs. Store Fronts—. ......... „»,,..,, ,...,.,,—...,.......,.. ..:.:... ........ .,................. ......,.. . �r (g) Utilities ............................,......................................................., ,,.........,....,,»,. ..,....,, ......____,..,....»,7' S. Use area Care of the .......__ .........» ..........,........ . .....,,..., ...-......” (a) Use and Operations... »....,.., .,..... .....»,.. ..»»,,,, ,,, ,,,,,,,, ,,,,,,........ ,..m.....,........ ,... .........,,7 (b) Impact on Insuranee........... ::....:.: ....::...: ......... ..,..:, .,.....,. ..,..,,.. .,.,,,,,. ....., (c) Limitations on aper tions,.., .,».... ......... ......—......,.,,„ »,.,.,., ..... .... ........ ,....... .. ..,......7 (d) Care of the Premises ............. ..... ........ ..: . .. ....r,. .......,.........,................ ......... ......... (e) Display Windows....................___...........,,..,. .......... ......... ..,,,, .,,,,.,.. .........,,,,,,.,,......... ( Permits and ........................... ,, ..®., _.._....... .,....,........-........... ._.,,.: (g) ,Allocation of Space within Premises ........ ......... ........,. ............ ......... ..__.., ....,.,,.,. . (h) Open for Business..,.. ....... ......... ......... ... ...............» . ....... .......... ...... .. ...... ._....... (i) No So lic its tions . ....... .......»,» .......... .....,.., ......... .........» .—.,, » »»........ »,»...».; ............_8 ) Conapli nce with Law.....,................. .......... „»,.,.., ,..,.,..,. .......,...........................,. . .......... » :,..N..... 9. Assignment and Subletting.-........... . ..».... .,.,a,... ...,,,._..,...........,........—....... : . :.. .::.®.. ...,,,,.,. (a) Transfers......... ......... ..».....», ....,.,,».....,.....................,,.... . _.......: ..:,,:.... .,.:.... ..»»..... :.,..r..... (Ir) Consent Standards.................. ......... . ......... ............., .,,,..,. »...,.. ,,.....,.;.,.,.,,,, :_.,.. ... ......»..», (c) Request for .,,,,.. ..... ...4....... ..,..,..: .,....».. ........... i TABLE CP CONTENTS (eontioned) Iia a No. (d) Conditions to Consent....................... »....... .......,, ......».. ,.,...».. ........,., ,,.,,.a.,.,,, ... ..... ,,.,.....10 (e) Attornment by Subtcoants.....................:...... .::. .:.......:.. ._...,. . ........, ...a..... ......... .,...:....10 (0 Cancellation... . ........ ......... .......... ........ ......... ......... ......... ..................................... ........1 (g) Additional Compensatiron....... ............. ........ .......,., ,,,,,,......, ..,. .....,------ M , .(k) Permitted Transfers.............. ......... .......... ......... .......... .........---................. .......................,1 10, Insurance; 'Waivers, ubrngation, Indemnity........................ ......... .............................................................. 11 (a) Tenaut's losorau+a„4. .,,,...................,................,, ::;.,a a ....... ..a........ ....: :........ ......... ,..:.:11 (b) Landlord's insnrau ce ......:: .:.®...,. ..a..... .......... ......................... ............. ........ . ....,.,...12, (c) No Subrogation; Waiver of Property Claims,........:, ,:<.............:... . ........,. .....:. ...._.... ...,....1 (d) Indemnity.....:. .....::,. .a.a..::. .......:. .,...... ........................ ........ .,.....,.....,.....,, ,,.,, .,. ..,.,,.1 ( ) Cost of Landlord's Insurance....................... ..,......... .......... ........,,..:, ..... ......... , a.....,,12 It. Subordination; Attornment„Notiee to Landlord's Mort a ,ee........ ......I... .........................a...,..... ... ...,.1 (a) Subordination............. ........ ..,.. ,........ ...,.......................................................... ............... .....1 (h) Akttornmeett.,.. ........A........ ........ .....—.—.... .... ......... ......... .,........ ......... ,...13 (c) Notice to Landford's Mortgagee-..... ......... ......... .......... ................................. .......... .........13 (d) Landlord's Mortgagee's Protection Prowislon's,,,.,,,, ,....... .,...:,,..,.;.a..: ......:.: : ......... , .,;....13 12. Mules and ........................................... ., .,;:. ,.., ,........-,—.............................. ......,,.1.3 13. Condemnation,. ........... ......... ......... .. ..............,.... ,.......; .......,.. .......... .,....... .......... ,........ ...,..,..1 ( ) '"dotal Taking. ......... ......... ........ ......... ............... .. ... .......... .. .... ......... ...... ......14 (b) Partial Taking¢Ten ant's nights...:.. .:.:..... a....,..: ....a.t... .:a.:.... ......... .......... ......... .........1- (c) Partial Taking- Landlord's Rights............... ......... ......... ......... ......... .......... .... .... ....,.,....14 (d) Temporary Taking---....... ....,—.4--... .... .......... ..a.::.. ..::::.... :.a..a., ,. ..:..,.. .......................:14 (e) Award. ......... .---........»..... ...........,.......,.----:.............. .....,.. ,,.,... ... ,,,,,,,., ,:,, „ 14 14, Fire or Other Casualty .......... ......... ......... ......... ......... ........ .,....,.,.,,,, ,, .....,,,.,.,. .. .....,.,..14 `a) Repair Estimate..... ........ .... ... . ............ . .. ...................................................................... ..,......14 (b) Tenant's Rights.......... ..................................... ...,....w .......... .......a.-. .....,.... ........... ......... ......,..1 (r) Landlord's Rights............... ....... ....... ....., . ........ . ......... .... .... ......... .......... . ....... .........14 ( ) Repair Obligation............ . ........ ......... .....,.... ....., , ......... ................ .... ..,.......I (e) Continuance of Tenant's Rusine si Rental Abatement_........ ..:...:. :...:.:.. ......... :.:.1 a 1 . Taxes--. ......... .....r., a) Personal Property Taxes....... <.,<..... ......... ......... .......... ....,,.. ......,.. .,,,....,. ......._... .........15 (b) Taxes.. ....:.... ......... ........: ...... ..,., .,., .:.........,_ ,,. .;., ... a ::..... ..,..:... ....n,... ..,,, .n,I (c) Tax Consultant; Contest of Tries by Landlord............................... ......... .,........ ......... ..........1 , 16. Events of Default........ •....... ......... . ................:....... ..,..,.It (a) Payment Defaull............,,.,.,,, ,,,....,,,,<.... . . ........v.. ..........., ... aa.......... ....::a:: ..:...... ........,.1 (b .......... .,........ ........ .........- . ........ ............................----....,...1 : (c) Attachment . ......... .....®,,. ...,,., .,;®.:,,., ,.,,...,,, ,,,,,,,,..,,. ..,.,..a„ .,,...,:.,...a,. : _.:.:..:. ..........1 (d) Estoppel--......... ..., ..... ..........:: .......... ..:,:®::. .....a:.:, ......................................... ---...1 . (e) insurance........ .--. .-..... ..I....... .......... ......... ........... ......... ........ ..... ....,,,,...... ,...,.,,.1h ( l "Itanic's Diens,.....,.....,., a..., ...a ................... .a...a.:. , ........ .......... ......... ...----.:......1 ( ) Other Defaults .......... ......... ........... ......... ............ ......... .......... ,,,....,.,,...............,., ......,,l h (h) Insolvency.,...... ......... ......... ......... .......... ......... ............... .... .........., ........ ......... .........17' 17, Remedies ......... . ........ ......... .....—. .......... ......................---.......—....... ....---,.......,,. ...,s .......,,1. (a) Termination of L.ease.-.,.......................... .....a: .....,,, ,. :...:. ......,a ......... . ...:.... .,,...... :.1.7 (b) Termination of Possession.::. .,....... ......... ...... ......... ......... ..,,,.,,., ...a..1. ( ) Perform Accts on Behalf of Tenant.—............................. . ........... .a. ..,.,..,,,.. ...,.... .a:..„.:.. ....:,:.1. ii. TABLE OF CONTENTS (continued) Pgge_N u� (+d) Suspension of er+gires .,»..............»_,....., .... ., „ ,.:....,. ..,...,. .,. ,.,. .,...... .......... .....,.. ,....::...1'7 (e) Distren for Rent......... ........ . .......... ......... ............ ......... ......_.......__ ., ....,.....18 (f) Alteration or'Laclts... ......... .......... .,»,,..,...................................,.................................,,..... ..........1 I& Payment by Tenant- Non-Waiver; Cumulative ...... .......... ..-....,. ....,...4.18 (a) Payment by Ten ant:::........... ....:................» ......... .......... » ........». .................. ... . ».,.,...,18 No Waiver__.. .......... ........,, .,., ,..... ,,.,., ,, .... ......,...::.:,, .................... .....,... I.-.... ..........18 ('c) Cumulative eared ees ,.:..:...». .....,... ......... .......,.. ,........ ..»»»...» ......... ,.............., . ................ 1 (d) Tenant 4 alver.».....,, ,...,»... ............................._..... ...... ... ....: .....::.. .. .,..::. ........., ......::..1€3 19. Landlord's Lien ........ ......... ............ ,........,..,... ...,..... ................. .......... . ..»..... .....,,,., ..........113 . Sia rreud+er of Pre mil$es... . .............. ........ ..---_---------------- ..........., ........ ,........ .......... ....... ,.........T9 LHolding Over.. ..... _.... ......... ........ ...................... ......... .......... ......... ......... ....,...........................i , Certain Rights Reserved ley L andlord ......... ......... ......... .......... ......... ........ .,.,................................19 ( ) Shopping Center peratioris .:....... ............ ....... ..._:... .._...... ,...,.e.. ..... ......... ....:.:...1J` MSecurity ......... ......... ........ .......... ........ ......... ..................... ............................,..... ..........19 (c) Prospective Purchasers and Lenders.......... »»,.,., ,,.,.... ... .,..................... :.....: ..........1 (d) Prospective Tenants... . ........... ..... .................. .....„.. ......... ....,.... ...... .........» ...........2Q 3. Substitution Space........ ......... .,....... ......... .......... .......... ...»...... .......,.. ......... .,,..,... ,..,..,:. ,....._20 14. .......... .......... ......... ......... ......... ......... .,................... ..................... ....,.....Z0 (h) Landlord Transfer.,.,-...... .... . .. .......... ..... ........ . ........... ....... ........ ................ ..........20 MLandlord's Liability.._..... .... ......................___......................,,.,....,...,.,,» .., .....,......20 (c) Force Majeure........... .....,,, .,........................._... ......:. ...........................................,.2T1 (d) Brokerage......... .:..:: ....., . ........ .......... .......... .....,... ........, .,,...,. . .,......... .,..,....24 (e) EstoppelCertificates. ... _..... ....................... ..,..,.. ..*...., . .:..:, .........y ......................... ,,... 20 Notices ........... ....:.. ........ ......... . ........ ......... ................. ,........ ...,..... ...,...... .........211 ( ) Separability.... ......-... ......».. .......____...........,..,..., .................................., ... ...... . ....... ........21 (h) Amendments; Binding Effect; No Electronic Records.,..... .......... ...»...., .....»... ......... .....»..21 (i) Quiet Enjoyment......... ......... ........... ...,...®. ............... .................. ......... ........... .........21 ) No Merger...... ......... ....... .. .»,........,... ... ........ ......... .....,.,.., ........ .......... .......... .,.......21 (k) No Offer__.. ....:.... ........... ......... ......... ......... ........., ...,,__.... ....._....... ......... ....,.....21 (1) Entire Agreement...,___........ .. .......,..... , ............. :..„, ......... ......,... .......,. ......... �1 (m) Waiver of Jury Trial.....:.:.. . ........ ......... . .......... ........ ......... ......».. ......... ..,,..,........»..,.... 22 (n) Governing ...... ,....................,..,....._r, , .,:,...,, .:,.:.. .._...... ...,...... .:a_ (o) Recording.-.................,....... .,,,,, ................. ........ ....... . ......»... .......,.. ..,... ....� (li) Water or Mold Not rication... . ......... ................................ .......,, .....,...,,. ...,.„ . ....,. .., ....,.2 (q) Joint and Several Liability:.,.,.„ . .:... ............................ . ........ ......... ..,...... ......... ........... ,».......2 (r) Financial Reports....... ............___.................. »,..,.,.. ........: .............. .,................................................. 22 (s) Landlord's Fes ........ .,.._....... .... ........... ....: .......:... .. .... ..a.»,e,. ....... ....»..».. ,...,..,.2:2 (t) Telecom rr unicatioits,................... ........ » ».... .......... ...,.,,.. ......... ...... .,,.,..., .; .,..,,.,.. (u) Confidentiality ......... ....... .. ..,.,a... ............ ...,..., ..,........ ..,..... . ..................... .......... ..,......2 (w) Authority........ . ......... ... ...... ......... . ........ ......... .....»... .......,. ...,»..,, .......,......,....: .....».... 23 ( ) Hazardous Materials..._..... (y) gist of Exhibits.»... ..............,........... .. .. ...:.... ......... ......... .............................................. 23 ( ) Prohibited Persons and Transactions ......... ......... ......... ...,......... ........................., ... .. .......24 (aa) Radon Notice............_ .__............ ....................... . ...--.. ...,.....24 S. Other Provisions .......... ..............................., ., ...,::: ....._:.:: ......._ .. :_.:... ,..,,_:.. _»....... ..,.®.. ... (a) GGuaranty................................ ......,.. ......... ...,.,.»» ........... ..........................24 ii TABLE OF CONTENTS (continued) Paystar Restaurant Provisions.................... ..............................—...........---24 IIST OF DEFINED TERM$ Nve No or 'Exhibit No- AdditionalRent-~-_--_-__-___--_~_~^_^^__^.~..^^.^.~.~.......-...^~.^.~....^.~^~^.,..........~~~.~...~^~^.� .......................... Basic Lm-e|nfonmatinn ... .................... ........-__'_'__------- -....... .---.-_^__---.___--~_--_] ........................................ - ........ ~-~...~.~..~~_�^_-] Structure........... ...................... _____.-_-.~_._......~...... ...___... -..... __ ........._ ........ _l 3mddiug'mSywteom -_...................... _.... '__ ....... _''_ ......._.____- ...... ceswity ......~~......_-...--~...^....l _ ........ _....... ........................ ___ ....... Code .................... ...... --~--~^~—.—^'`'--^—^8 Collateral ........ ....... .._. ..........._ ........ .......... Commencement _�8 Dmtc'.'`'~^^...~....... ............. _ ...............____....................... ______-_.____...... _._.i Common Area___.......-...~.....~..-~_.~-_'. ........ ............ __~_~'.--......... _. ......... ........... ...... --~'� Common Area Charge...._.__.____._...,.~..~.-_~.__'_....... _..---_---_--_.......-.... -'_d (bmmmmAna Costs-.~~-~.-_...... _--_ ....... _-_-.'__._~_-.-..,.......-...-.......... ---'—.,~__3 Damage NmfimC.... ........ 14 Estimated Delivery Date ^-........ ......~-.------------- ........--.......... ...... -_'---~— .......... -^-.I Event ofDefamk ... _......... ....... ....... -- .... ~..._16 First,Lease Year... -___-...... ... ..... . ............. __............. -....... ............................ i GAA?..'--._-_—_.................. _ ......_--_ ...... __---.___-------.-^...._-_-~__-......... -~---Ul ............ .__........ -_-_-_--~_'_-1-] Hazardous Materials.................................. .................. __.__--..._-_-....'...~^......~-__.__ ...... including.... -.-~..�� .~~.__....____-- .................. Initial Liability Insurance Amount............ _-__........ '_---___-_.-.^...~ -------- -_ .... ...... '-_-~_-� InitialMontNy Payment ofRent....___---__ ..........-....... ........................... -- ........---~--^'-----� lnmmcance'Costs~.~~.........~~~_..~.,~~.....^ ........... ~..._........._^.___^-^.,12 Landlord....... ........ ,~.......-._.................. ...___...... .......... . .............................. ...___..... --'^—^-^--^~-J Landlord's Mortgagee-.-~.-.- .... ...-____.................-_ ............-__~_ ...... ......-........ ...... _.--..~.-l3 Landlord's Wmdk.__ ......................._-_ ........'.-~_ ............___... ~..^._'..--.~-..~--.—__----_---I Law.... �........... ...................~...-.~..^...."............ .^^..°,°...... ......... ^.......... ] Laws................ ..................... ___~_____---__...__..~......~~~~�~~.......~~.~.........~-...~..................Q Lease ........................... ....... Lease Date-...............- ..... .................. ............. -----~~~^-^^`^^~^'^^^~~~~'^^-^`'`------....... ......... -~^^� LeaseMonth__-__...... _-__^....~~_--~ ~.~—___---_--______--'__—__.___..'_—.-.N LeaseYear.......... . ........ ........ ................................. -------- _.-... ...... .........--..�i� Ioem .......... ----------------12 Minimum Rent..........__ .................... ............. - ...... ------~-^^^-'^~''^^^~^~^^^--^------'-^^~~� MmmffilyCommon Area Charge...-__—_--_-..-._-_._.__^----........ -............ ......... ...... ..........-....... _'3 Mortgage.... ~.._-____...^...._.....~......... .....~,....-..-.....-. .......... .....,.~~..~~.~-_-_-.,_.~..~~.l3 UFAC........... ..~.~....~...~~.~..~~.......~~.~.............-...~~~._,..~._-__.. ....................- .................. .... .9 PercentageRent Rate._ .........____~..-_^~~.......'~~'.--'....... .---'--'.......... — ....... -~ ___............... ~h Permitted ...... -_--__-_--__--._._-._ ......-.--- ..~~~.--'___ ......--...-I0 PermittedTransferee............. -_-~.....^~~~.....~._._---_---____---_-_.-_'__........_-.'10 Perm i.11edUse,-_.._~,^~_ ...... ___._-__ ............... ____._^,,___ ...... ^_,_,^~.~,^~.,,,.__~~_.~..~.~,,,,~^� Pmwmim- _ .......... .................... _-_-__--__^—^--^_-._----___---.......--............ _'.'_--_.0 PrevaiYingRery,talRate....~... .................~___.- ....... .............. ......'-__-__-'___.--_~-_-____04 Primary'Lease................____......................... __-....... -_-, ____.............-----_--.- ............ ... --,I3 Punch|kst Items...... _-__--'__._.-_._'_-...... ....... ...... -__-____--_~_......~.............._C-I @ent.~..___..~~~~~~~.. .............. ....................... ....... ...................._-. ...........-... .-. ....h RepairPeriod..__ .................................. --.......................---- ...... -... ^ ... ......-1 4 Retail,Area -_ ...... .........____...... ...___........___........~.,~...... -__-......4 Security _....~_...~.........~...........~~~.~........ .............___................. .......... .......... ...............-- ......ji LIST OF DE FINED TERMS Page,No_2t- Exhibit'ND. Taking ...... _~....................... ~-.-__...... _-..~........_.....-~~^.................... ......----......... ........-.~.|4 TangibleNet 'Worth...... ~^.~.~...~..~..........~.. ............~.~.~_.... ........_--...~_~'.~......~ ..............~.^....]\ 1a#e»~__......... ........... ...... -- ........ ............. 15 Telewmmunip-ations .............. ............. ........ _~-~.~~.~...~......... ~~........~.~...2� Tenant.........____-_.---.-._.__~. ........_.~..._~.^' .......... . ...................... -~^--^'^-~~-^~^~~~-~�^^'^� TenantParty........ ..~-_.-__-~- ............-.-^- ........ ~^......................^^'~^~~~^^^^^^^^^^'^~^'^~`^'^^^`~~'^~'^'^'^� ]emwofsOff-Premmises ........... ____~ -------- .~__^....... __ ........... ___~~_,_,~.~,.,^~~^~_�� Tenant's Proportionate Shorr_,~...........__—__-_-_--_-__---_....^-.~...__-_- .............- ......i� Tenant's|Work___........................... ................ ....... _-'__....-.~...._..-.-_.'_ ......-_-_ ........._'_ ....... I Term_~—.~..__~.~..........~_~_. ............ ___'_----'---............----~-^--~^^~^^'~^^^^^~^~'~^^^^J Trade -.~- ...... Transfer._~.~.~~._..................~~._..---_-.~-----.......... -----.~---^.......... ^-------~^~`� .,.,,~.~,,,~,,'~,~,,,~_~.~,_,-__-_........_-_ ....... ......-'__l8 A LEASE This Lease Agreennent(this "Lease"') is entered into as of Ju1YA1 2019 between,C11 REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C,, a Delawaye, limited liability company ("Landlord"), and COMMON GROUNDS DREW&ROASTERY LLC, a a Florida limited liability company("Tenant"). I Deft"itions and Basic Provisions, The definitions and basic provisions sions set forth UVI the Baste Lease Information(the"Hasic Lease Information") executed by Landlord arid Tenant comemporaneoosly herewith are incorporated berelo tyy reference for all purposcs. Additionally, the following terms shall have the fullo wing meanings when used in this Lease: "Affiliate"" means any person or entity which, directly or indirectly, controls, is controlled by, or is tender common control, with the party in clucslion:, "BuIldinles Structure" means the Building's exterior walls, roof, elevator shafts (if any), footings, foundations, structural portions of toad-bearing, walls, st,mmural floors and subfloors, and structural columns and beats; "Building's Svstenrs" means the Buildings H,VAC system (if it serves portions of the Shopping Center in addition to or other than the Premises) and the Building's life-safety, plumbing, ellectricaland, mechanical systems; " " means including-, without limitation; "Laws" means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants affecting this Lease or the Shopping, Center, and "Law" means any of the 'aregoing, 'Tenant's Off= Premises Eguipmen " means any of Tenants equipment or other property that may be located on or about the Shopping Center(other than inside die Premises);and""Tenant Party"" means any of the following persons: Tenant; any assignees C13iTning by, through,at under Terrant; arty subtenants claiming by, through,or reader Tenant and any of their respective agents,,contractors,employees, licensees, guests and invitees. 21 Premises; Construction. (;a) Leas rant, Subject to the terms of this lease, Landlord leases to Tenant, and Tena nt Gee s,from Landlord, the Premises. (b) Construvtion and Acceptance of Premises. If Error' Reference source nut found. hereto provides for Work- to be perfornned by Landlord, then Landlord shall construct improvements in the Premises to the extent, provided in Errorl Reference source not found. (such Work, if any, to be perf6rimied by Landlord being herein sometimes referred to as 1'LApdIor_d1§ "Yqr -nant shall accept possession of the Premises upon irk'"), Tu -rearm tender of possession thereof to Tenant(with Landlord's Work, if any, Substantially Completed)and shall diligently perform the Work, if arty, mquirod to be performed by Tenant pursuant to Error! Reference source n2t found, (such Work, if any,to be performed by Tenant being he sir sometimes,r Ork I , referrer'to as "Tenant"s W ") in accordance with Section 7 and Error! Reference suitirce not fuund. and install its fixtures, hi rni lure and equipment, Tenant shall pay all utility and similar costs inc reed in performlrig Tenant's Work, By initiating Tenant's Work in the Premises(or if no Tenant's,Work is to be per Formed by Tenant, then by occupying the Premises),Tenant Aal I be deemed to have accepted the Premises in their condition as of the date of such initiation of Tenant's Work (or the date of such occupancy, as the case may be), subject to the performance of punch-list items that remain to be performed by Landlord, if any, Occupancy of the Premises by Tenant prior to the Commencement Date.shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Minimum Rent and Additional Rent. (c) 'Tender PC Possyssio-P. Landlord and Tenant anticipate that "session of the Prernises will be tendered to Tenant in the condition required by this Lease on or about the dam that is five business days following the date of this Lease(the"Estimated Defivery Date!'). If Landlord is unable to tender possession of the Premises in such condition to Tenant by the Estimated Dchycry Date, then (1)the validity of this Lease shall not be affected or impaired thereby, (2) Landlord shall not be in default hereunder or be liable for damages therefor, and (3)Tenant shall accept possession of the Premises when Landlord lenders possession thereof to Tenant. Within ten days after request by Landlord, Tenant. shall execute and deliver to Landlord a letter substantially in the form of Exhibit Q hereto confir6ng (A)the Commencement Date and the expiration date of the initial Term, (13)that Tenant has accepted the Premises, and (C)that Landlord has performed allof its obligations(If any) with respect to the Premises (except for punch-list items,, if any, specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Tenant:shall forrush RETAIL LEASE, Page I to Landlord a certificate of occupancy from applicable authorities before commencing business in the Premises. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; no estate shall pass out of Landlord, and Tenant has only a usufruct which is not subject, to levy or saic, Landlord discloses to Tenant, and Tenant acknowledges, that Landlord is the owner of record of the Building and of the Pircrmses and that Southeast Centers LLC (the "Mattager") is authorized to manage the Building and the Premises on, behalf of Lanftrd. Ttte address of Landlord and the address of the Manager are each set forth in the Basic Lease Wbrmation. 3. Rent, (a) Pavment. Tenant shall timely pay tDLaridlord Rent, without notice, demand, deduction or set-off(except as otherwise expressly provided herein)by good and sufficient check drawn on a national banking association, at Landlord's address provided for in this Least or as otherwise specified by Landlord and shall Cc accompanied by all applicable state and local sales or use taxes. The obligations of Tenant, to pay Rent to Landlord and the obligations of Landlord under thws Lease are independent obligations. i(b) Minimum Rent, Minimum Rent shall be payabic montlily 4t advance. The first monthly installment of Minimum Rent shall be payable contemporaneously with the execution of this Lease; thereafter, Minimum Rent shall lac payable on the first day of each month beginning on the first day the second Lease Month.The monthly,Rent for any partial month at the beginning of the Term shall equal the product of 16365 of the annual Rent in effect during the partial month and the number of days in the partial month, and shall be due on the Commencement Date, Payment of Rent for any fractional calendar month at the crid of the rerm shall be similarly prot-aled, (c) Itntentionally Delviled- (0) Sales Rep_prts,and Records. Within 30 days after the expiration of each calendar year, Tenant shall deliver to Landlord a like statement of Gross Sales for the preceding calendar year for partial calendar year), certified to be correct by an independent certified public accountant or by an offilicer of Tenant if Tenant is a publicly held o-orporatiort, and shall pay to Landlord any Percentage Rent due for such calendar Year for partial calendar year)- Tenant shall furnish Sirrillax statements: f6r any licensees, concessionaires and stibrenaus, All such staternents;shall be in such forrn and shall be accompanied by such supporting information as Landlord may require. As used herein, the term "Gross Sales" shall include the entire amount of the gales price, whether for cash Or otherwise, of all sales of merchandise (including gift and merchandise certificates) and services, and all other receipts whatsoever(including interest, time priee differential, finance chat-Res, service charges, credit and layaway sales), of all business conducted 11 in or from the Premises, includitig mail air tele,phone orders received or filled.at the Prerni5es, deposits not refunded to purchasers, orders taken, although filled elsewhere, sales to employees,, sales through vending machines or other devices, sales by any suNessee, concessionaire or licensee or otherwise in, the, Premises,and proceeds of business interruption or similar insurance. (e) 'Additional Rent. In addition to Minimum hent,Tenant shall pay, as "Additional Rent" hereunder: (1)Tenant's Common Area Charge, as set forth in Section 6fib), ('22)Tenant's proportionate Share of Retail Area Expenses, as set forth in Section 6�d , (3) if applicable, Tenant's Proportionate Share,of Common Area Costs, as set forth,in Section 6(c),and(4)any othet monetary obligations due under the terms of this Lease. 4Delinguent Palojeati,HandjlngI -QjWs. All payments required of Tenant hereunder not received within five business days of the due date shall bear interest from the dote due unti I paid at the rate of eghl (80/�) percent per annum (such amount is referred to herein as the "Default Rate"), In no event, shall the charges permitted under this Section 4 or elsewhere in this Lease, to the extent they are considered to be interest under applicable,Law,exceed the maximum lawful rate of interest. 5� Security Deposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secave Tenant's performance of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default (as defined herein),. Landlord may, from time tc time following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform, any obligation Tenant, falls to perform hereunder. Following any such application of the Security Deposit, Tenant shall RE-TAIL LEASE,Page 2 pay to Landlord on demand the artsount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits, Lander commercial leases, Landlord shalt, within the time required by applicable Law, rcturn to Tenant the portion of the S=urity Deposit remaining after deducting all damages,charges and other ar°zzounts permitted by Law. Landlord and Tenant agree that such deductions shall include,without limitation,all damages and losses that Landlord has suffered at that Landlord reasonably estimates that it will staffer as a result of any breach of this Luse by 'Tenant. The Security Deposit may be commingled with other funds,and no interest shall he paid thereon, If Landlord.transfers its interest in the Premises, Landlord wil I assign the Security Deposit to the transferee and, upon such transfer and the delivery to Tenant of an acknowledgement of the transferee's responsibility for the Security Deposit as provided by Last, Landlord thereafter shall have no further liability fir the return of the Security DeposiL (a) tgornmun Area_ As used herein, the "Cerrxrrraon Area" means the part of the Shopping, Center designated by landlord from time in time for the common, use of all tenants, including parking areas, sidewalks, lundscaping, curbs„ loading areas, ,private streets and .alleys, lighting facilities,, hallways, malls., arta restrooms, all of which are subject to Landlord's sole control: Landlord may from time to, time: change the dimensions and location of the Common on Area, as well as the location, dimensions, identity and type of buildings, construct additional buildings or additional stories on existing buildings or either improvements in the. Shopping Center, and eliminate buildings. Tenant and its employees, customers, subtersants, licensees and concessionaires shall have a nor-exclusive license to use the Common Area in common with Landlord, other tenants of the Shopping Center and other persons permitted by Landlord to use the same. Landtord may promulgate and rnodity from time to time rules and regulations for the safety, care or cleanliness of the Shopping Coater which shalt be cornplied with by Tenant and its employees, agents, visitors and invitees, Landlord may temporarily close any pall... of the common.Area for such periods of tittle as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations Landlord may designate areas in which Tenant's employees shall be required to park, arld f'enant shall cause its employees to park in such ares. (b) Comm2n Area Charge, During each month of the Term, Tenant shall pay a suer equal' to one-twelfth (1/12) of Tenant's their applicable annual Common Area Charge (the "Manthll+ Common Area C hal e') monthly in advance, concurrently with fvlinimurrr Kent. The annual Common Area Charge for the First Luse Year shall be the annual Common Area Charge spcciffled in the Basic Lease larfo=mation. Commencing on the first day of each Lease Year following the first Lease Year, the annual Common Area Charge shall increase by five percent (5%) over the annual Common Area Charge for the previous Lease Year. The Common Area Charge represents Tenant's share of Landlord's cost(or contribution)to own,operate,administer, manage, maintain, replace, improveand repair the Common Area, plus an administration charge of fltiren percent 15'%)of all such costs, and includes, without limitation, the items specified on Exhibit C (crallectively, "CraMtrtr)ts ,area Firsts"). The first Monthly Common Area Charge shall be payable contemporaneously with.the execution of this Lease:thereafter,the Monthly Common Area Charge shall be payable on the first day of each month beginuing on the first day of the fso Lease Month..The Monthly Common Area Charge for any partial imonth,at the beginning of the Term sball equal the: product of 1/365 of the annual Common area Charge in effect during tine partial month and the number of days itr the partial month, and shall be due on the Comracrtcemorit Date- Payment of the Common Area Charge for an, fractional calendar month at, the end of the Term shall be similarly prorated, Tenant acknowledges and agrees that Tenant's Common Area Charge is an agreed-upon amount, adjusted annually by fixed percentage and not subject to actual casts; it is non- ont.estable., not subject to review arta subject only to the adjustment as set forth in this Section Tenant shall have no right to audit Landlord's books and records. tcj Right to ]Convert Method of Reimborsement Jar Common ,Area Costs. Notwithstanding anything contained in this lease to the contrary„ Landlord may, upon thirty (3) days` notice. to Tenant, convert the method by which it is reimbursed For Common Area Casts in accoPdanee with the following; Tenant shallpay its Proportionate Share of the Common ,arca Gists, as Additional Rent. Tenant's Proportionate Share of Common Area Costs shall be (said in monthly installments, concurrently with Minimum Merit,, based upon Landlord's good faith estimate, from time to time,, of Common ,area Costs. Tenant's initial payment is based upon Landlord's estimate of Common Area Costs for Ilia Lease Year in question, and the monthly payments thereof(and future payments) are subject to increase or decrease as dewrmirted by :Landlord from time to time to refect an accurate estimate of actual Common Area Costs:: Within 120 days (or a reasonable time,thereafter) after the end of UTAtL Lt ASE, page 3 each calendar year, Landlord shall deliver to Tenant a statement of Common Area Costs for such calendar year and renant shall' pay Landlord or Landlord shall credit Tenant (or, if such adjustment is at the end of the Term, pay Tenant), within 30 days Of receipt of such statement,the amount or any,excess at deficiency in Tenant's payment of its Proportionate Share of Common Area Costs for stich calendar year. If Landlord converts the method, of reimbursement for Common Area COSIS to the method set forth in this paragraph, the Common Area Costs will be calculated using tfiis manner effective ninety(90)days after notice of such conversion is received by the Tenant. (d) Reta.11 AreaExM. nses. During each month of the Term, 'Tenant shall make a monthly payment to Landlord equal to 1,/12 of its Proportionate Share of Rota 4 Area Expen sea(as deftned betow)that wi�I be due and payable for the fiscal tax year or calendar year, as applicable, in which such month occurs. For purposes hereof, "Retail Area Expenso" shall 'mean., collective y, the Taxes and Insurance Costs. Tenant authorizes Landlord to use the funds deposited with Landlord under this Section§(d) to pay the Taxes levied or assessed against the Shopping Center and the cost of the propery and liability insurance carried by Landlord for the shopping Center. Each payment of Retail Area Expenses shall lie due and payable at the same titsals, and in the same manner as, the payment of Minimum Rent as provided herein. The initial monthly payment of Retail Area Expenses is based upon, Landlord's good faith estimate of(1)with respect in Taxes, Tenant's Proponionato Share of Retail Area Expenses for the fiscal tax year in which the Cornmericeruent Date is to riccur and 00 With respect to ,Insurance Costs, Tenant's Proportionate Share or the estimated Insumce Costs for the remainder of the first calendar year. The monthly payment of Retail Area Expenses is subject to increase or decrease as determined by Landlord to reflect accurately Tenant's Poporrionate Share of Taxes and/or Insurance Costs., as applicable. If following Landlord's receipt of all Tax bills andicir trills for the insurance premiums ror the applicable time period, Landlord determines that Tcriwit's total payments of Retail Area Expenses for such period are less than Tenant's actual proportionate Share of the Retail,Area,Expenses,Tenant shall pay to Landlord the difference upon demand; if Tenant's total payments of Retail Area Expenses exceed Teparit's actual 'Proportionate Share of the Retail Area Expenses, Landlord shall retain such excess and credit it to, Tenant's luture payments of Retail Area Expenses (unless such adjustment is at the end of the Term, in,which event Landlord shall refund such excess to Tenant). Any payment to be made pursuant to this Section fdl with respect to the real estate tax year in which this Lease commences or terminates shall bear the sane ratio to the payment that would be required to be made for the full tax year as that part of sue h tax year covered by the Term o f th is Lease bears to a full tax year. (e} Tenant's Pruggrilianate Share. Notwithstanding any contrary provision herein, in calculating Tenant's Proportionate Share of Retail Area Expenses, the following provisions shall apply (1) in the case of Insurance,Costs, Tenant's 'Proportionate Share of Landlord's cost of casualty insurance shall exclude from the rentable area of the Shopping Center(used in the calculation of Tenant's Proportionate Share-)the rentable square feet of any building In the Shopping Center which is separately insured by the tenant of such building, and which tenant as a result does not contribute to Landlord's cost of casualty insurance; and (2) in the case of Taxes, Tenant',.; Propoilionate,Share of Taxes shall exclude from the rentable area of the Shopping Center(used in the calculat[on of Tenant's Proportionate Share) the rentiable square feet of any leased building in the Shopping Center which, is separately assessed and whose tenant pays such separately assessed tax amount parsuant to its lease in lieu of paying a Proportionate Share of Taxes assessed for the Shopping Center as a whole. If buildings are added to or removed from the Shopping Center, or additional areas are leased to itenaBt5 whose rentable square footage is excluded From the rentable area of the Shopping Center under the foregoing calculations, Tenant's Proportionate Share, shall he appropriately adjusted. (f) Parkin . If permitted pursuant, to governmental and zoning ordinances and applicable law, Landlord shall provide Tenant non-exclusive access to two (2) short terra-parking spaces (15 minute designation)close to the Promises for the convenience of Tenant's customers. If permitted ptitsuant.to governmental and zoning Ordinances and applicable lawi W, dicird will place, small signs for each of these dedicated parking spaces indicating that they are for short-term use, with IS rninutes the suggested interval. Landlord will be responsible for the design and placement of the signs. Tenant's CUMMM can We all 044,01F available par-king on a first-come, first-serve basis subject w the terms and conditions of this Lease. Landlord will have no obligation to enforce,and Landlord will not be liable for,any use of such,parking space in violation of such short-term restriction, RETAIL LEASE, ?age 4 7, lmprov-oMtiqts-; Allerations; Repairs; Mainlvxqmcc,, Utilities, (a) Improvements; Alterations, Except for Landlords Work to any)(if I , be performed pursuant to Error! Referctice source not f'ound.R all alt=ationis and improvements to the P-rernises shall be installed at Tenant's expense only in accordance with plans and specifications which have been previously approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 7(a). No alterations in or to the Premises may be made without Landlord's prior written consent, which shall not be unreasonably withheld or delayed- however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of Landlord) the (1) Buildings Structure or the Buildings Systems (including the Building's resh-ooms or mechanical rooms), (2)exterior appearance of the Building, (3)appearance of the Common Area, or (4)provision of services to other occupants of the Shopping Center. A]I alterations, additions, and impravements shall be constructed,, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws, Lavd1ord's consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constiLute arepresentation or warranty by Landlord, nor Undlor*s acceptance, that the sante comply with sound architectural and/or engineering,practices 01"With all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. (b) Repairs, Maintenance. Tenant shall maintain the Premises in a clean, safe, and operable condition, and shalt not permit or allow any damage to any portion of the Premises. Without limiting the roregaing, Tenant shall (1)maintain the interior walls and the interior surfaces of exterior walls(including painting and other treatment themof), store fronts, plate glass windows, doors, door closure devices, window and door frames, molding, locks and hardware, 'floors, floor coverings and ceiling, ( )maintain, repair and replacc all plate and other glass, (3)famish, maintain and replace all electric tight Wlbrs, tobes andtobe casings,and(4)maintain all plumbing, and electrical systems and all equipment (including all air conditioning, heating and ventilating equipment) and Fixtures within or serving the Premises, Tenant's Off-Premises Equipment and all areas, improvements and systems exclusively serving the Prernises, in each case, in good operating; order and condition and in accordance with all Laws and the equipment manufacturers' suggested service programs;and Tenant shall,,at its We cost and expertise, makeall needed repairs and replacements to all of the foregoing items, ll" andlord elects, Tenant shall enter into a preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all air conditioning, beating and ventilating equipment serving the Premises. At Landlord's option., Landlord may enter into such a service contract covering Tenant's equipment along with other tenants of the Shopping Center, and Tenant shall pay its Proportionate Share, of the cost thereof as Additional Rent. Tenant shall keep all plumbing,omits,pipes and connections free from obstruaicit.and protected against ice and freezing. Tenant shall be responsible for the eleafting and maintenance of any grease trap serving (lie Premises and shall enter into, and furnish to Landlord upon request a copy of, a grease trap cleaning and maintenance contract reasonably acceptable to Landlord, Tenant shalt repair or replace, subject to Landlord's direction and supervisicyn, any damage to, the Shopping Center caused by a Tenant Party. If Tenant falls to make such repairs or replacements within rive business days after written notice from Landlord (or such longer period as may be reasonably required provided Tenant commences to perform such, required repairs, or replacements within such five business-day period and proceeds diligently to completion), then Landlord may make the same at Tenant's cost. If tiny such damage occurs outside of the Promises, then Landlord may elect to repair such damage at Tenant's expense, rather than having Tenant repair such, damage, Tie reasonable costs of all maintenance, repair or replacement work per-formed by Landlord under this Section 7 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor- (c) Performance al"Wark. All work described in this Section 7 shall be performed only by Landlord or by contractors and subcontractors approved in writing, 4y Landlord, which approval willnot be unreasonably withheld for contractors and sOcentractors that, maintain the insurance coverage required by Landlord. Tenant shall cause all contractors and subcontractors to procure and rnaintani insurance coverage nam ing Landlord, Landlord%, property management company and, Landlord's asset managernient company as additional insureds against such risks, in such amounts,and with such companies as,Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone rrilmhers cif all persons performing work or supplying materials, prior to beginning such construction and, Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work,shall be performed in accordance with.all Laws and In a good and workmarillke manner so as not to daniage the Shopping Center(Mcluding the Premises, the Building's Structure and the Building's Systems). All such work which may affect the Buildings Structure or the RETAIL LEASE, Page 5 auddings Systems must beapproved by the 8uildiiig's engineer of record, at Tenant's expense and, at Landlord's election, termist be performed by Landlord's usual contractor for such work. All work affecting the Buildingroof must 6e performed by Landlord's mofing contractor and will not be permitted if it would void or reduce the warranty on the roof (d) Meebank's Liens. All work perfort-ned, materials furnished, or obligations inctirred by or at the request of a Tenant Pattyshall be, doemed authorized and ordered by Tenant only, and 1-enant shall not permit any mechanic's liens to be filed against the Premises or the Shopping Center in connettion thete"A'011. Upon coitipletion of any such work,Tenant shall deliver to Landlord final lien waivers from all contractors,subcontractor's and materialmen who performed such work. If such a lien is filed,thenTenant shall, within ten days after Landlord has delivered notice of the filing thereof to Tenant(or earlier as necessary to prevent the forfeiture of the Shopping Center, or any interest of Landlord therein or the imposition of any fine with. respect thereto), either (I)pay the amount of the lien and cause the lien to be released of record, or (2)diligently contest such lien and deliver t.0 Landlord a bond or other security reasonably satisfactory to Landlord,, If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amormts so paid, including expenses and fliteresi, shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlord and Tenant ac,khowledge and agree that their relationship is and shall be solely that of"land I Drd-luriant" (thereby excluding a relationship of "owner-contractor," "owner-agent" or other similar relafionsblps) According y, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or afty other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Pre,mrscs,at any thne during the Term,arc hereby charged whir notice that: they look exclusively to 'Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any lions being placed upon the Shopping Center orl-andlord's interest therein due to any work performed by or for Tenant or deemed to give any contractor or' subcontractor or materialman any right or interest in any funds hold by Landlord to reimburse Tenant for any portion of the cost of such, work, Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, stilts,judgments, damages and expenses (including attorneys' fees) in any, way arising from or relating to the fai I ure by any Tenant Party to pay for any nark performed, materials furnished,or ob I igat.io ns incuffod, byerattlicreqijegtofaTennant Part,v, "This indemnity provision sinal I survive termination or expiration of this Lease. In order to comply with the provision of' Section 713.10, of the Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics and laborers, shall have any right to file of place, any meehanics'or materialmen's liens of any kind whatsoever upon (lie ("remises, the Shopping Center or improvements thereon, anal;such liens are hereby specifically prohibited, All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanic's or materhilinen's lien of any kind or character,and all such persons so dealing with Tenant nest look solely to the ere48 of Tenant, and not to Landlord's interest or assets. Tenant.shall deliver written rtofice of the foregoing provisions to all persons performing work in the Premises. Additionally, if requested by Landlord,, Tenant:shall promptly execute and deliver to Landlord a notice of non-responsibility, in a form provided by Landlord. (c) Use of RGof The roof above,the Prerrnses is not part of the Premises and is exclusively teset-ved to Landlord., and, Tenant shall not go on the roof nor install any antennae. satellite dish or other [niprovements on,die roof without Landlords prior written consent- (0 Signs; Store Frouls, Tenant shall not, without Landlord's prior written consent(1)make any changes to or paint the state front; or (2) install any exterior lighting, decorations or paintings; or (3)erect or install any signs, banners, window or door lettering, placards, de rations or advertising media of any type visible fi-oin the exterior or interior of the Premises, All signs, decorations end advertising media shall conform to the sign criteria attached as Exhibit,E. Landlord may designate a uniform type or sign for the Shopping Center to be installed and paid for by Tenant, Tenant shall, on or Woriz the Commencement Date, install all signs in accordance with Exhibit-E, At the end of the Terri or upon termination of Tenalifs right to possess the Premises, or upon the removal or alteration of a sign for any reason, Tenant shall repair, paint, and)OF replace the building fascia surface where signs are attached- Landlord hereby approved the signage plans and specification attachedhereto as Exhibit RETAIL LEASE,Page 6 (g) Utilities. Landlord shall provide and inaintain the facilities necessary to supply water, electricity, gas (if appliiable), telephone mvice and sewerage service to the Premises. Tenant shall be responsible for providing any rnLters or other devices for the measurement of utilities supplied to the designated point of service. Tenant shall promptly pay all charges for electricity, wafter, gas, telephone service, sewerage service and other atilities furnished to the Premises(including all tali fees and similar assessments made in connecting the Premises to such utilities)and any maintenance charges therefor. Laodlord shall rot be liable to Tenant,any Tenant party of any other person or entity whatsoever, for abatement of rent as a result uf,or for any father lose" or darrrages whatsoever occurring oft connection with,any interruption or Failure whatsoever in trtitity Services, and Tenant shall complywith all provisions of this Lease notwithstanding any such failure or interruption. g, U''se affil Care of the Prem,is " (a) Use ang g reratietn . Tmnt shall continuously occupy" and use the Premises ortly For the Permitted Use, easing only the Trade Name, and shall comply with all Laws relating to this Lease aned6r the use, maintenance, coudition, access to, and o cupareey of the Premises and will not coo- mit waste, ovedoad the Building's 'Structure or the Building's Systems or subject the Premises to use that would damage the Premises, Tenant shall, its good faith,continuously"throughout the Term carry on in the entire Premises the type of business for which the Premises are Imes, ope=rating its business with a complete line and sufficient stock of new merchandise of current style and type, attractive displays, and in an efficient and .reputable Manner and shall, except during reasonable periods for repairing, cleaning and d orating„ Deep the Premises open fon 'business with adequate and competent personnel in attendance on all days and during all hours (including evenings) established by Landlord from time to time as sure hours for the Shopping Center (which shall in no event be less than, from 6:30 3,m. to I l.tuft p.m. every day except Sundays and holidays, and 6e10 a.rn,to 7 p.m. an Sundays), and daring any other days nd hours when the Shopping Center is generally open to the public for business,except to the extent Tenant may be prohibited from being open for business by applicable Lave. (b) Impact on Insurance. The Premises shall not be used for any use that is disreputable, creates extraordinary fire havaTds,or results in an increased rate of insurance on the Shopping Center or its contents, or for the storage of any Hazardous Materials (:other than these in normal commercial and retail applications or sold as retail consumer products and then only to compliance with all Laws). If, because of a Tenant Party's acts or because Tenant vacates the Premises, the rate of insurance on the Shopping, Center or its contents increas , then Tenant shallpay to Landlord the amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord's outer rights, (c) Limitations an 0gerat ons Tenant shall conduct its business arid control each other Tenant Part"so as not to orcate any nuisance or unreasonably interfere with other tenants, invitees, or landlord in its: management of the Shopping Center. Tenant shall not conduct or operate within or about the Premises any(J)fire., auction, bankruptcy or "going out ofbusiness" sales, ( )a "wholesale" or "factory outlet" store. (3)a cooperative store;, ( )a "second band" store, ( )a "ilea market" store, ( )a "surplus:" stere, or(7)a sure commonly referred to as a"discount house," Tenant shall not advertise that it sells products or services at "di count," "cut-price' or "scut.® rate"" prices. Tenant shall not (Ae.)permit any objectionable or, unpleasant odors to emanate °from the Premises, ( place or permit any radio, television, loudspeaker aker car amplifier on the roof oroutside,utsirie the Premises or where.the same can be seen or heard from outside the Building or in the Common Area; (C)place an antenna, awning or other projection on tote exterior of the Premises; (D)solicit business or distribute leaflets or other sodvernsing material in the Common Area;, (E)take any other, action that would constitute a nuisance or would disturb or errdangeer vilt r tenants of the Shopping Center or unreasonably interfere with their Use Of their respedive Premises, or (I")der anything that would tend to Injure the reputation of the Shopping Center. Furthermore, the Premises may not be used len any manner,that would violate any exclusive use covenant or use restriction thcit in effect for the benefit of any tenant of the, Shopping Center or Violate any restrictive covenants or Other covenants and restrictions then. affecting,the Shopping Center, including the prohibited uses identified oft Exhibit 1. (d) Care of the. Premises. renant shall tale good care of the Premises and shall keep the Premises clean,safe and Free from,deterioration and waste,and shall maintain the Premises,and ocenrluct all laersit7e.ss there m, in accordance with this Lease and all laws and lawful directions of proper policed officials. Additionally,,, Tenant shall ;keep the Premises and sidewalks, serviceways and, loading areas adjacent to the Prernises re 1, clean and free from dirty rubbish, insects and puts at all times. Tenant will stare all trash and garbage within the area RETAIL LEASE,Page 7 designated by Landlord for trash pickup and rernoval, in receptacles of the size, design and color from time to time prescribed by Landlord and shall, at its soto expense, arrange, for the regular pickup of such trash and garbage at a frequency determined by Landlord.. Receiving and delivery of goods and merchandise and removalof garbage and trash shall be made only in the manner and areas from time to time prescribed by Landlord, Landlord may arrange for collectionof all trash and garbage and,should Landlord exercise such election,Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent, Tenant shall not operate an incinerator or burn,trash or garbage within the Shopping Center, Tenant shall, at Ter ant's sole cost and expense,obtain and maintain in effect at all times a pest control service to regularly exteriumnate the Pmrrnsus for all pests Such service shall exterminate the Premises as necessary to keep the Premises reasonably free from pests. If Tenant fails to providesuch service to Landlord's reasonable satisfaction,, Landlord shall have the right but not the obligation, ID provide such pest Control as Landlord, in its sole discretion,deems appropriate, and Tenant shall be liable for all reasonable costs thereof and al I shall pay all such,amounts to Landlord upon demand. (eDisglay Windows, Tenant shall maintain all display windows in a neat, attractive condition (as determined by Landlord in its sole but reasonable discretion), and shall keep all disptay windows and exteiior electric signs in front of the Premises lighted from dusk until 10,00 p,m. every day, including Sundays and holidays. Landlord reserves the right to connect all canopy signs in the Shopping Center, including Tenant's,to a common electrical line controlled by Landlord, in order to control the hours during which, such signs are 'kept lighted, and, should Landlord exercise such right, Tenant shall pay its Proportionate Share of all charges for the installation, maintenance and repair of such electrical; line, as welt as all electrical usage charges associated ilicrewitli,as Additional Rent, (f) Permits and Licenses. Tenant shall procure, art its sole expense, all permits and licenses required for its operations and the transsatian,of business in the Premises. W 'Allocation of Spove within Premises� Tenant shall warehouse, store or stock ae n th Premises only such goods, wares and merchandise as, Tenant intends to offer for sale at retail in or from- the Premises, and as is permitted under this Lease, and Tenant ma, y use for office or non-selling purposes only such space as is reasonably required for Tenant',s business. In no event, however, shall the aggregate amount of space in the Premises utilized for office or non-selling, purposes exceed 20% of the gross leasable area of the Premises. Without limiting the generality of the foregoing, areas used, for the storage or s(ucklng of inventory which are not publicly displayed shall be deemed used for "non-selling`" purposes, (1 1) Open for Businem. If Tenant shall fail to (1) open for business to the public in the Premises fixtured,stocked stied staffed as herein provided within sixty(60)days following,the Commencement Date, subject to force majeure, (2) open and remain open fet business as herein provided during such hours as herein required, or (3) mainlain during suO hours a staff of employees and stock of merchandise as herein required, and Tenant tails to cure,the same within three(3) business days following written notice from Landlord of such failure, such failure shall constitute an Event of Default hereunder. Nin,Solicitations, Tenant shall not engage, in., nor permit its employees,agents, Affiliates or customers to engage in, solicitations, denionstral,OnS oi- other activities inconsistent with first-class p l 11 sho,ping center standards, Com2liance with Law, (1) Existing Laws, If any Laws in existence as,of the date of thisi-case require an alteration, or modification of the Premises (a "Code, Modification,") and such Code Modification (i) is not made necessary as a result of the sped ric use be In 9 made by Tenant of the Prern ises(as distinguished from an alteration or improvement which would be required to be made, by the owner of any building,comparable to the Sbopping,Cenw irrespective of the use thereof by any particular occupant), and(u) is not made necessary as a result of any alteration of the Premises by Tenant then such Code Modification shall be performed by Undlord at Landlord's sole cost and expense, RETAIL LEASE, Page 8 (2) G overo menial.,Reetriadons,— Landlord ResponsibillUX If, as a result cif one or more Laws that are not inexistence as of the date of this Lease, itis necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that (1) Is nut made necessary as a result of the specific use being made by Tenant, of the Promises (as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant), and (iI) is not made necessary as a result of any alteration of the Premises by Tenant, such Code Modification shall be performed by Landlord and Tenant shall pay its Proporlionate 'Share of the cost thereof as Additional Rent, (3) Governmental Regulations—Tenant Respr nsibillift If, as a.result of one or more Laws, it is necessary from time,to time during the Tenn, to perform a Code lir odirtoation to the Shopping Center that is made necessary as a result,,of the specific we being made lay Tenant of the Premises or as a result of any alteration of the Premises by Tenant, such Code Modification shall be the sole and exclusive responsibility of Tenant in all respects; provided, however,Tenant shall have the right to retract its request to perform a pwpwed alteration in the event, that the performance of skjrb alteration would trigger the requirement for a Code Modification. 9. Assignment and Subletting. (a) Transftn Except as provided rn Section 2"h Tenant shall not. without the prior written consent of Landlord, (I)assign, transfer, or encumber this Lease or any estate or interest heroin, whether directly or by operation or law, (2)permit any other entity to becnme Tenant hereunder by merger,consoliclatioti,or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Teoant so as to result in a change in the current control of Tenant, (4)sublet any portion of the Premises, (5)grant any license, concession, Or other fight of occupancy of any portion of the Premises, or (6)permit the ust, of the Premises by any parties other than Tenant (Any of the events listed in Section 9(a)(1)through 2LajL0j being a,"Transfer"). (b) Consent Standards, Landlord shall not unreasonably withhotd its tonserit to any assignment or subletting of the Premises, provided that the proposed transferee (1)is creditworthy, (2)has a good reputation in the business community, (1) will use the Premises only for the Permitted Use and will not use the Premises in any manner that would, violate any exclusive use covenant or uso restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or, other covenants, conditions and restrictions then affecting the ShoppingCenter, es , (4) does not engage in a business that with the business of any of the then-existing tenants of the Shopping Center, ( )aloes not have excessive parking requirements,(0)is not agoverntnentat entity, or subdivision or agericy thereof, (7)is not another occupant,of the Shopping Center,(8) is in compliance with the regullations, of the Office of Foreign Assets Contra] ("QfAC") of the Department of the Treastuy (inIuding those named on OFACs Specia3y Designated Nationals and Blocked Persons 'List) and any statute, executive order (including the ScprembeT24, 2001, Executive Order Blocking, Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit:or Support Terrorism), or other goverrimental action telating thereto; and, (9.) is not a person or entity with whom Landlord is then, or has been within the six month period prier to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Shopping Center or any Affiliate of any such person or entity; otherwise, Landlord may withhold -Its consent in its sole discretion. Additionally, Landlord may withhold its consent to any proposed Transfer if any Event of Default by Tenant then exists. (c) Reguest for Consent. At least 15 business days prior to the erfealve date of (lie proposed Transfer,, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposod documentation, and the following information about the proposed transferee, name and address of the proposed transferee and any entities and persons who own, control or direct the proposer)transferee; reasonably satisfactory information about its business and business,history; its proposed use,of the Premises; banking, finaricial, and other credit Mrbrmationand general references sufficient to enable Landlord to determine the proposed traysf6ree's creditworthiness and character. Within 30 days after written notice from Landlord, Tenant will reimbum Landlord for its reasonable atlomc:ys' fees incurred in connection with considering any request for con scrit to a Transfer,not to exceed S2,5500 per request far consent- RETAIL LEASE,Page 9 Canditinus; to Consent. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement expressly assuming Tenant's obligations hereander, however, any transferee of less than all the Premises shall be liable only for obligations under this Lease that are Properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall rcl m—e Tenant fi-om, its obligations under this Lease;Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to arty Transfer shall trot waive Landlord's rights as to any subsequent Transfers, If an Event of Default occurs while any part of the Premises are subjW, to a Transfer, then Landlord, in addition to its other remedies, ;may collect directly h-orn such tran0crec all rents becoming due to Tenant and apply such rents against Rent. Tenant instructs its transferees 10 Make payment,, of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default- Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assigruncrit, W Attornment by Subtenards. Each sublease hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant,as sublandlord,under such sublease, and such"blenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such stiblease,except that Landlord shall not be(1)liable for any previous act Of DMISsion of Tenant under such sublease, (2)subject to any counterclaim, offset or defense of such subtenant against Tenant, (3),bound by any previous modification of such ruble noi.approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant has paid for mare than the current month kuTenarit, and all such rent shall remain due and owing, (4)bound by any security, or advance rental deposit made by such subtenant which is not, delivered to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement,or(5)obligated to perform ally work in the subleased space or to prepare it for occupancy., and in connection with such atiornment, the subtenant shall execute and deliver to Landlordany instruments Landlord may reasonably request to evidence and confirm such attornment- Each subtertant or licensee of Tenant shall be deemed, automatically as a condition of its occupying or rising any part of the Premises, to have agreed to be bound,by the terms of this Section 2(e). (0 Cancellation. Landlord may, within 30 days after receipt of Tenant's written request fbT Landlord's consent to anassignment or subletting,ear ml this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be efFective, If Landlord cancels this Lease 85 to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to such portion of the Premises. Thereafter, Landlord may lease such portion of tk Premises to the prospective transferee (or to any other pemn) without liability to Tenaiit. (g) Additional ComUensation. Tenant shall pay to Landlordimmediately upon receipt fliereDf, the excess of (I)all campensatinn rmeived by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with,unaffiliated third parties(i.e., brokerage commissions and tenant finish work) hi connection with such Transfer Ouch costs shall be amortized on a straight-line basis over the term of the Transfer in question.)over(2)the Rent allocable to the portion of the Premises covered thereby. (11) permitted Transfer& Notwithstanding Scctron9(a Tenant may Transfer all or part of its interest, in this Lease or all or part of the Premises(a "Permitted Tt a as 'I) to the following types of enfitim(a "Perm, itted TransfeEe—e")without,the written coisent of Landlord: (1) an,affiliate of Tenant; (2) any corporation, limited partnership, limited liability partnership, limited hability company or other business entity in which or with which Tenant, or its corporate, successors or assigns, is merged or consolidated, in rdance with applicable statutory provisions governing merger and consolidation of bosioess entities, so long as (A)Tenant's obligations hereunder are assumed by the entity surviving such merger or created) by such consolidations and (B)the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date hereA, or RETAIL LEASE,Page 10 (3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant's assets if such entity's Tangible Net Worth afler such acquisition is not less than theTangible,Net Worth of Tenant as of the crate hereof, Tenant shall promptly notify Landlord of any such Permitted Transfer, Tenant shalt remain liable for the performance of all of the obligations of Tenant hereunder, or if 'T'enant no hanger mists, because of a merger, consolidation,, or acquisition, the surviving or acquiring en ity shall expressly a3sume in writing the obligations of Tenant hereunder, Additionally, the Permitted Transferee shall comply with all of the terms and, conditions of'thi Lease, and the use of the Premises by the Permitted 'Transferee may not violate any other agreements affecting the Premises, the Shopping Center, Landlord or othcr tenants of theShopp ng Center. No lager than 30 days after the effective date of any Permitted 'Trtansiftr,. Tenant shall furnish Landlord with (A")copies of the instrument effecting such Permitted Transfer, (T )documentation establishing Tenant's satisfaction of tate requirements set forth .above applicable to any such Transfer,(C)evidence of insurance as required tinder this Lease with respect to the Permitted Transferee„ and ( evidence of compliance with the regulations, of OFAC and any statute, executive order (including the September`4, 200 1, Executive Order Blocking Property and Prohibiting; Transactions with Persons Who Commit, Threaten to Cbrirmit, or Support Terrorism), or other governmental action relating thereto, includin the name and address of the Permitted Transferee and any entities and persons who oven, control or direct the Permitted'Transferee. 1'be occurrence of a Permitted'Transfer shall not valve Landlord's rights as to any subsequent Transfers, "Tan iblc etWorth"means the excess of total assets over total liabilities, in each case as determined itr accordance with generally accepted accounting principles consistently applied("GAA "),excluding, however, from dre determination of total assets all assets which would be classified as intangible assets mider 0A.AP including. goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Arty subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 9, lu. Insurance; Waivem, SubrDIAtion, Inderrrpit . (a) errant's Insurance. Effective as of the earlier of (1)the dale'Tenant eaters or occupies the Premises, or [ ]the Commencement Date and continuing throughout the "Terni, Tenant shall maintain the Hollowing insura=nce policies; )commercial general liability insurance in amounts tat'$3,li00,000 per occurrence or, following the expiration of the initial Tenn, such outer amounts as Landlord from time to time reasonably requires (arid, if the use and occupancy of the Premises include any activity or matter, that is or may be excluded from coverage tinder a commercial general liability policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability Arising from such activity or matter including liquor liability, if applicable, in such an ounts as Landlord may reasonably require), insuring 'Terrain, Landlord, Landlord's property management company, Landlord's asset management company arid, if requested in writing by Landlord, Landlord's Mortgagee, against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy f the Premises and (without implying any consent by Landlord to the installation thercoo the installation, operation, maintenance, repair or removal of Tarrant" Off-Premises Equipment, (13)insurance covering the full value of all alterations and improvements and betterments in the Premises, naming Landlord and Landlord's Mortgagee as additional lass payees as their interests may appear, (C)insurance covering the fall value of all furniture,trade fixtures and personal property(including property of Tenant or others) in the Premises or otherwise placed in the Shopping Center by or on behalf of a 'T'enant Party (inctudin Terrain's Off-PromisesEquipment), fDi contractual liability insurance sufffieiant to. rnver Tenant's indemnity obligations hereunder (kart only if such contractual liability insurance is not already included to Tenanfs commercial. general liability insurance policy), ( )worker's compensations inwmame,and )business interruption insurance in an amount reasonably acceptable to Landlord. The commercial general liability insurance to be maintained by Tenant may have a deductible ofno triage than S5,NO per occurrence, the property insurance to be maintained 6t'Tenant mart' have a deductible of no more than $1D.ODO per occurrence; and,all other insurance to be maintained by Terrain shall have no deductible. Tenant's insurance shall provide primary coverage 'to Landlord when any policy issued to Landlord provides duplicate or similar coverage; Landlord's policy will be excess over Tenant's policy, Tenant shall furnish to Landlord certificates: of such insurance at least tett days prior to the earlier of the Commencement Date or the date Tenant enters or occupies the Premises,and at least 15 daysprior to each renewal of said insurance, and.Tenant shall notify Landlord at least 30 days before cancellation of any such insurance policies. All, such insurance policies shall be In form; reusaanubly satisfactory to Landlord, and issued by companies with an A.M. Blest rating of -i--VII or beta, If RETAIL LEASE, Page 1 I Tenant fails to comply with the foregoing ms"ance requitemenm or to deliver to Landlord the certificates or evidence of coverage required herein, and such failure continues for more than two business days after written notice from Landlord, Loodlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord within 30 days after written notice frona Landlord,the Premium costs thereof,plus an administrative fee or 15%of such cost. (b) LoadjorWs Insurance, Throughout the Term of this Lease, Landlord shall maintain,as a minimum, the following insurance policies- (1)property insiuran", for the Shopping Center's replac-ement value (excluding property required to be: 'Insured by Tenant), less a courimercially reasonable deductible if Landlord so ohoases, and (2)commercial general liability insurance in an. amount of not less than $3,1000,000, Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may,deem. necessary. The cost of all insurance carried by Landlord with respect to the Shopping Center shall be included in Insurance Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord's sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder, (0 No SubirojafioriWaiver of Prol2e,!,k Clgi . Landlord and, Tenant each waives any claim it might have against the other for any damage to,or theft,-, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance policy of the types dewribed in this Swition-1.L3,that covers the Shopping Center, the Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements, or b -nos usl �s, or is required to be insured against under,the terms hereof, regardless of whether the negligence of the other party caused such Loss (defined Wow), Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused,by a terrorist act, EachpaTty shall cause its Insurance carrier to endom all applicable policies waiving the carrier's rights of recover render subrogation or otherwise against the other party". Notwithstanding any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any party claiming by,through or under Tenant for(and Tenant hereby relcases Landlord and its servants, agents, contractors, employees,and invitees from any claim or responsibility for) any damage to or destruction, loss,or loss of use,or theft of any property of any Tenant Party located in or about the Shopping Center, caused by casualty, theft, fire, third patties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part'. Tenant acknowledges that Landlord shall not carry insur"ce on, and shallnot be responsible for dannage to,any property of any Tenant Party located in or about the Shopping Center. (d) Indemnity. Subject toSection 10(c) Tenant shall defend, Andemnify, and hold harmless Landlord and its repi-esentatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses fincluding reasonable attorneys' fccs)arising firorn any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a "Loss'") (1)occuff ing in or on,the Shopping Center(other than within the Premises,)to the extent caused by the negligence or willful rui-sconduct of any Tenant Party, (2)occurring in the Premises, or (3)arising, out, of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Shopping Center, including Tenant's fl Pre Equipment, It being agreed that clauses (2) and (3) or this indemnity are intended to indemnify Landlord and its agents against the consequences of their own negligence or fault, even when Landlord or its, agents are jointly, comparatively, contributively, or concurrently megiigent with Tenant,and twen though any surls claim,rause of action or suit is,based upon or alleged to he hasedupoin the strict liability at Landlord or its agents; however, such hidenanity shall not apply to the scife or gross negligence or willful misconduct of Loodtord and its agents, The indemnities set forth in this Lease,shall survive termination or expiration of this Lease arid shall not terminate or be waived, dimiruslied or affected in any manner by any abaternent or apportionment of Rent under any provision off utas Lease. If any proceeding Is filed for which indemnity is required hereunder, the indemniNiag party agrees, upon request therefor, to defend the indemnified patty in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party, (e) Cwtt of Landlord's Insurance. Tenant shall pay its Proponionate Share of the cost of the propWy and liability, itisorance carried by Landlord from, time to time with respect to the Sliopping Center (including all buildings, other improvements and the Common Area and Landlord's personal property used in connection therewith), which may include fire and extended coverage in5urarwe(including extended and broad form coverage risks, mudslide, land subsidence,, volcanic eruption, flood, earthquake and rent loss insurance) and RETAIL LBASE, Page 12 comprehensive general public liability insurance and excess liability insurance,.in such amounts and containing such terms.as Landlord deems necessary Of desirable(uol luotively, "I'llsoitrayee Costs"). Tenant will pay its Proportionate Share of Insurance Costs as a component of Teriant's payment of Tenant's Proportionate Share of the Retail Area Expenses, which shall be paid in accordance with Section O�dl. 11. S y bgrd in atign;,Afforn men t; Noliq to La ndl2rd's Mort Lalge. ,(a) Subordination. This Lease shall, be subordinate to any deed of trust, mortgage, or other- security thersecurity Instrument (each, a ''Murtgag "), or any ground le"e, master lease, or primary lose (each to "Primary Lusgl, that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a Landlord's Aage "). ,Mort Any Landlord's Mortgagee may elect, at any time, unilaterally, to no ake this Lease , superior to its Mortgage, Primary Uase, or other- interest in the Premises by so notifying Teriant in writing. The provisions of this Section. shall be self-operative aild, no further instrument of subordination shall be required-, however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in recordable form if required, as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Least (including a subordination,, non-disturbance, and attornment. agreernent)or, if the Landlord's Mortgagee so elects,the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease. (b) Antorriatcrit, Tenant shall attorn to any party succeeding to Landlorol's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise upon such party's request, and shall execute such agreements conforming such attorroment as such party may reasonably request, (c) Notice to Landlord's Mortgage . Tenant shall not seek to enforce any remedy it m.ay have for any default on the part of Landlord without first giving written notice by certified mail, rotors receipt requested, specifying the defbuft in reasonable detail,to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations horounder. (d) Landlord's Mo=rLoWsr)Protection Provisions,, If Landlord's,Mortgagee shall succeed to the interest of Landlord under this Lease,, Landlords Mortgagee shall not be (1)liable For any act at ornissioro of ,any prior lessor(including Landlord)-(2) bound by any Rent which Tenant has paid for more than the current mo nth to any prior lessor(including Landlord),and all such rent shall restrain due and owing; (3)bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely W Landlord for refund or rein bursvitient,- (4)buund by arty terininalion, amendment or,modification of this Lease made without Landlord's Mortgagee's cnnscint and written approval,except for those terrounations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent, pursuant to the terms of the loan documents between Landlord and Landlord's Mortgagee; (5)subject to the defenses which Tenant might have against any prior lessor(including, Landlord),and(6)subject to the offsets which Tenant might have against any prior, lessor (including Landlord) except for those offset rights which (A)are expressly provided in this Lease, (B)relate to periods of time following the acquisition, of the Shopping Center by.Landlord's Mortgagee, and(C)Tenant.has provided written notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or OthCrViSC after it GOUS05 to Own au interest in the Shopping Center Nothing in this Lease shall be construed to require Landlord's Mortgagee to see to the application of the proceeds of any loan,and Tenant's agreements set forth herein shall not be impaired on,account of any modification of the documents evidencing and securing any loan, 11 Rules and Regulations. Tenant shall comply with the rules and regulations of the Shopping Center which are attached hereto as Exhibix-F. Landlord,may, froom Curie to time, change such rules arod regulations for the safety, care, cat cleanliness of the, Shopping Center and related facilities, provided that such changes are applicable to all tenants of the Shopping Center, will not unreasonably interfere With Tenant's use of the Premises RETAIL LEASE, Page 13 and are enforced by Landlord in a non-discriminatory manner, Tenant shall be responsible for the compliance with such rules and regulations by each Tertant Party- 13, Conderrinatiew (a) Total Takin . If the entire Shopping Center or Premises are taken by right of eminent domain or conveyed in lieu thereof(a"Takigg"),this Lease shall terminate as of the,date of the Taking, (b) Partial,.Taking - Tenant's Rights If any part of the Shopping Center or Premises becomes subject to Taking and such Taking will prevent Tenant from conducting oil,a permanent basis its bt15ineSS i.n,the Prernises in a manvor reasonably comparable to that conducted immediately before such Takings then Tenant may terminate this Lease as of the,date of such Taking by giving written notice to Landlord within 30 days after the Taking, and Minimum Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, then Minimum Rtrit and Additional Rent shall be abated on a rewsonable basis as to that portion of the Premiws randered imtenantable by the Taking. (c) Partial Talking- - Landlord's Rights, If any matcrial portion, but less than all, of the Shopping Center becomes subject to,a Taking, or if Landlord is,required to pay any of the proceeds arising from a Taking to a Landlord's Mortgagee, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within 10 days after such Taking,and Minimum Rent and Additional Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease,then this Lease will continue,but if any portion,of the Premises has been taken, then Minimum, Rent and Additional Rent shall abate ,as provided in the last sentence of salon En—1 NO) (d) Terri gra Takin . If all or any portion of the Premises becomes subject to a Taking fora limited period of firrie, this Lease shall remain in full force and effect and.Tenant shall wirt-inue to perform all of the terms,conditions and covenants of this Lease, including the payment of Minimum Rent and all other amounts required, hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such ten,porary Taking, at Tenant's sole cost and expense. Landlord shall be entitled to receive the craire award for any such temporary Takin& except that Tenant shall be entitled to receive the portion of such award which (1)compensates Tenant for its loss of use of the Premises within the Term, and (2)reirribursee, Tenant for the reasonable out-of-pocket costs actually incurred by Tenant:to restore the,Pr nisi as required by this Section, (c) .award. If any Taking occurs, then Landlord shall receive the entire award or other oompemw*n for the land on which the Shopping Center is sittiated, the Shopping CeIACT, and other improvements taken; however, Tenant may separately pursue a claim(to the extent it will not reduce,Landlord's award)against the condemnor for the value ofTenant's personal property which Tenant is entitled to remove under this Lease,moving costs, loss of business., and other claims it may have. l4. 'Fire or Other Cosuol!11. (a) Rogair lEstintate, If the Premises or the Slicipping Center are darnaged by fire or other casualty(a "lCasigity"), Landlord shall. within 90 days after such. Casualty, deliver to Tenant good faith WIT11118te ;theI "Dania a Notice")of the time needed to repair the,damage caused by such,Casualty. (b) Tenant's Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented ftom conducting, its business in the Premises in a. manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the, damage caused thereby cannot be repaired within 180 days after,the commencement of repairs (the "Repair Pericid"), then Tenant may terminate this Leasee by delivering written notice,to Landlordof its election to terminate within 30 days atter the Damage Notice has been delivered,to Tenant. (c) Landlord's 'Righty, If a Casualty damages the Premises or a material portion of the Shopping Center and (1)Landlord estimates that the damage to the Pternises cannot be repaired within the Repair RFTAIL LEASE, Page 14 Period, (2)the damage to the Premises exceeds. 50% of the replacement cost lhureuf(excluding foundations and footings),as estimated by Landlord,and such damage occurs during the last two years of the Term, (3),regardless of the extent of dainage to the Premises, the damageis not fully covered by Landlord's Hisurarice policies plus applicable deductibles (provided lbatLandlord carries the insurance required hereunder) or Landlord makes,a good faith determination that restoring the Shopping Center would be uneconomical, or l Landlord is required to pay any insurance pmcceds arising out of the Casualty to a Landlords Mortgagee such that the, remaining insurance proceeds are insufficient to cover the costs of restoration, then Landlord may terminate this Lease by giving written notice of its election to,terminate within 30 days after the Damage Notice has beell delivered to Tenant. (d) __Repair ObliViion, if neither parry elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premr ses and shall proceed with reasonable. diligence to restore the Premises to sahstantially the same "ndition, as they existed immediately before such Casualty; however, Landlord shall net be required to repair or replace any alterations or bellermieiA5 within the Premises (which shall be promptly and with due diligence repaired and restored by Tenant at Tenant's sole cost and expense) or any furniture,, equipment, trade- fixtures or personal property of T"ant or others in the Premises or the Shopping Center, and Landlord's obligation to repair or restore the, Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casua.4 in question (plus applicable deductible amounts). if this Lease is terminated under the provisions of this Section-I Landlord.shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvcri-tcrits and, betterments in the Premises (and, if Tenant has railed to maintain ins�tuance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease), (c) Continuance of"Tenant's Business; Rental,-Alipttment, Tenant agrees that during any period of reconstruction or repair of die Premises it will continue the operation of its business wit iia the Premises to the extent practicable, and Minimum Rent and Additional Rent for the portion of the Premises rendered untenantable by the dairiage shall be abated ora a reasonable basis from the date of damage until the completion of Landlord"s repairs(or until the date of termination,of this Lease by Landlord, or Tenant as provided above,as the case may bei, unless the gross negligence of Willi ul misconduct of a Tenant Parry caused such damage, in which case,Tenant shell twntiaue to pay Rent without abatement. 15. Taxes. (a) Personal Property "pasts, Tenant shall, be hablc for all taxes levied or assessed against personal, property, Furniture, or fixtures placed by Tenant in the Premises or in or ort the Building or Shopping Center, if any taxes for which Tenant is liable are levied or assessed,against Landlord or Landlord's property and Landlord OjeCtS to pay the same,, or if the assessed value of Landlord's property is increased by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord, within 30 days following written request therefor, the part of such, tAxes, far which Tenant is primarily liable hereunder, however, Landlord shall not pay such amount if Tenant notifies, Landlord that it will contest the validity or arnount of such taxes before Landlord makes such payment, and thereafter diligently proceeds with such con-test in accordance with Law and if the non-payment thereof dots not pose a threat of loss or seizure of the Shopping Center or interest of Landlord therein or im -tant,and lot pose, any fee or penalty rd against Landlo , Tei Landlord, shallpay, when due and payable, the Florida State Sales Tax and any other sales or excise tax or assessment now or hereafter levied or assessed,upon or against Terrants or Landlord's interest in the Rent to be paid under this Lease, Dr any portion thereof. or Landlord's interest, in this Lease or its in ane flWTCfTOM. Should the appropriate taxing authority require that,any such sales or excise tax andJor assmmeril tm collected by Landlord for or oii behalf of such taxing authority, then such sales or excise tax and/or assessment shall be paid by Tenant to Landlord, as,Additional Rent, in accordance with the terins of any written notice front Landlord to Tenant W such effect, (b) Taxes. 'Tenant shall pay its Proportionate Share of all taxes, assessments and governmental charges of any kind and nature whatsoever levied or assessed against the Shopping Center, and env other charges, taxes and/or impositions now in,existence or hereafter imposed by any govemmenud aulhorky based upon the privilege of renting the Premises or upon the amount of rent collected therefor, whether they be by taxing districts or authorities presently taxing the Shopping Center or by others subsequently created. or otherwise RETAIL LrASE, Page 15 collectively, "°faxes"°). Taxes shall also be deemed to include any special taxing district assessment which is imposed in order to fund public facilities far the area in which: the Shopping 'enter is located, Taxes shall not include federal and state taxes on income, however, if the,present method of taxation changes sea that, in licit cif tar in addition to the whole,or any part ofany Taxes,there is levied*it Landlord a capital tax,sates tax, or use tax directly on the rents receiver) or a, franchise tax, assessment or charge based, in whole or in part, upon such rents 'for the Shopping Center, thea all Stich taxes, assessments and charges, or the part thereof so based, shall be deemed to be included within the.terns "Taxes"' Forpurposes hereof, For property, tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Shopping Center, and all rights to receive notices of reappraisertnent. Tennant will pay its Proportionate Share of Taxes as a component of Tenant's payment of Tenants Proportionate Share of the Detail area Expenses, which shall be paid in accordance with;Section 6(d). (c) TaxConsultant; Contest of Tuxes by Landlord- Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Shopping Center. Tenant shall pay to Landlord upon demand from time totimc,as Additional Rem,Tertaint"s Proportionate Share of tine reasonable cost of such service, Additionally, Landlord shall have the right to contest any tax assessment,valuation or levy against the Shopping Center, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and Tenant shall pay upon demand Tenant's Proportionate Share of any reasonable_ fees, expenses and,oasts incurred by Landlord in contesting any assessments, levies or tax tate-applicable to the Slopping Center-or portions thereof whether or not such contest is suedfid. If such contest results in a refund of Taxes in any year, Tenant shall be entitled to receive its Proportionate, Share of such refund, pro-rated for the period with respect to whichTeriant, paid its share of Taves for Sikh year, alter deducting from the refund all reasonable fees, experises and cats incurred by Landlord in such coarsest. 16. Events ofDefault. Each of the following occurrences shall be an "Event of fault" (a) Payment Default. Tenant's failure to pay Rent within five business days of the date due, which failure continues for five days after Landlord has delivered written notice to Tenant that slaw same is dire, however, an Event of Default shall occur hereunder without any obligation of Landlord to,give any notice if Tenant fails to pay stent within five business days of the date-due and, during thei 12 month interval preceding such failure, Lzndlord has,given Tenant written notice of failure to Pay Kent,on aura«or more occasions- 1 ) Abandonment. Tenant (1)abandons or vacates the Premises or any substantial portion thereofc,r(2) fails to continuously,operate its business ire flee Premises for the Permitted Use set forth hereim, (c) Attachment_ If any execution,levy, attachment,or caller process of law shall Mc!ur upon Tenant"s goods, fixtures or interest in the Premises. (d) Estogpel. Tennant fails to provide any estoppel certificate ager Landlord's written request therefor pursuant to Section'24tet,and such failure shall continue for five days ager landlor'd's second written notice thereof to Tenant. e) Insurauce Tertarit fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under_Segcio-q_1 tila). ( Mechanic's Liens. Tenant fails to pay and, release of record, or diligently Contest and band around, any mechanic's lien riled against the Premises or the Shopping Center, for any wane performed, materials furnished or obligation incurred by or at the request of Termist, within the time and in the manner required by Section 7fdt: ( ) Other Defaults. Tenant's fallure to perform, comply with, or observe any other agreement or obligation of enam under this Lease acrd the continuance of such failtrre for a period of more than 30 days after Landlord has delivered to Tenant written notice thcr f, however, if such failure cannot be cured within such D-day period (thus c cludin& for example, Tenant's obligation to provide Landlord evidence of Tenant's insurance coverage)and Tenant commences to care such failure within such 30-day period and thereafter diligently RETAIL LEASE, Page 16 pursues such cure to completion, thpan such failure shall not be an Event,of Default unless it is notfully cured within an additional 30 days after the expiration of the 30-day period. (h lttsrrlw errr The filing of a petition by or against Tenant (the term "Tenant" shall include, for the purpose of this SectionL 6LUi any guarantor of Tenant's obligations hereunder) (1) in any bankruptcy or other insolvency proceeding;(2)seeking any relief under any state or federal debtor relief law; (3)for rho appointment of a liquidator oi- receiver for all or substantially a]1, of Tenant's property or for Tenant's interest in this Lease; (4)fur the reorganization or modification of Tenant's,capital structure; or(5) in any assignment Cor the benefit of creditors proceeding; however, i(such a petition is filed against Tenant, then such filing shall riot be an Event ref Default andess Tenant fails to have the proceedings initiated by such petition dismissed within,9,0 days after the ri t,1 ng thereof 17. Remedies. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,take any one or more of the following actions: (a) Tvirinrination of Lease. Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to Landlord the sum of(1)all Rent accrued hc;eundcr through the date of termination, (2) all,amounts due under Septiort 18(a) and ( )stir amount equal to (A)the total Rent that Tenant would h C= required to pay for the remainder of the Tensa discounted to pr rat value.at a per annum rate equal to the "Prime Rate' as published on the date this Lease is terminated by The Wall Street Journal,Southeast Edition, in its listing of `Money Rates" minus one percent., minus (B) the then present fair rental value of the Premises for such period, similarly discountcdi (b) Termination of Possession. Terminate Tenant's right to possess the Premises without terminating this Lease by giving written notice thereof to,Tenant, in which event Tenant shall pay 10, Landlord(1)all Rent and other amounts accrued hereunder to the date of termination ol'possession,(2)all amounts due from time to time under Section 19 a d hereunder- to be paid by Tenant during the Lj�, and (3)all Rent and other net sums require remainder of the Term, duniniished by any net sums thereafter received by Landlord through reletting the Premises durinS such period, after deducting all reasonable costs incurred by Landlord in reletting the Premiscs. If Landlord efeers to proceed under this Section 17fbtP Landlord may remove all of Tenant's property from the Pternises and stem the same in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, wiffiout becoming liable for any loss or damage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sok reasonable discretion may determine(including a.term different from the Tenn, rental concessions, and alterations to, andimprovement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building or Shopping Center and Landlord shall not be obligated,to accept any prospective tenant unless such proposed tenant ineets all of Landlord's leasing criteria. Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to relet the Premises or to collect tent due for such releirting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant's obligations haretinder for the unexplrod Term; rather, Landlord may, from time to time, 'bring an action against Tenant to collect amounts due by Tenant, without the nocessily of Landlord's waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant, frorn the Premises shall be deemed to be taken under this Section 17(o If Landlord elects to proceed under this Lection 17'Lb3, it may at any _ time elect to terminate this Lease under Section j7( (C) Eerform,.Acts,an Behalf of Tenant, Perform any act 'Tenant is oblegated to perform under the terms of this Lease (and enter upon,the Prernises in connection, therewith if necessary) in Tenant's name And, on Tenants behalf, without being liable FOr any claim for damages therefor' except to the extent caused by Landlord's gross negligence or willful misconduct in performing such obligation, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in thus eff-ecting compliance with Tenant's obligations under this Lease(including, but not limited to,collection costs and legal expenses), plu5, interest thercon at the Default'Rate; fid) Suspension of Services. Suspend, any services required to be provided by Landlord hereunder without being liable for any clai I ro for damages therefor„ RETAIL LEASE,Page 17 (c) Distress for Rent. Institute a distress for relit action and obtain a distress writ, tinder Section 83,1,1 through 83.19,Florida Statutes-,or (ft Alteration sof L e.buritdotrotice,1 , and to the extent permitted by Law, Landlord may alter lo&s or rather security devices at the Premises to deprive Tenant of aaeCess thereto, and Landlord shall not be required to provide a new key or right of ac. ess to Tenant.. Ig. Nyment by Temaril Zwlrtu-Waiver;,CuMulatiye,Remedies. (a) Pay ment,k,Tenant. Upon,any Event of Default, Tenant shell pay to Landlord adl costs incurred by Landlord(including coGrt costs and reasonable attorneys'feces and expenses` in(1)obtaining possession ofthe Premises,( removing and storing TenantAs or any other occupant's property,(3)repairing,restoritrg,altering, remodeling,,or otherwise,putting the Preinkes into the condition required at the expiration of the Tears,Mi if Tenant is dispossessed of the Premises and this Lease is,not terminated, reletting all or any part of the Premises(including reasonable brokerage commissions, cost of tenant finish work, and other yeasts incidental to such reGet:ting),. (3)performing Tenant's obligations which Tenant failed to perform, and ( )enforcing, or advising Landlord of, its rights, remedies„ and recourses arising out of the default, To the full extent permitted by law ', Landlord and"fena.nt agree the federal and state courts of the state in which the Shopping Center is located shall have exclusive jurisdiction over any matter relating to or,arising from this Lease and the parties` rights and obligations under this Lsc. (b) No Waiver, Landlord's acceptance or Merit fullowving an Event of Default shall not waive L.aridlor&s rights regarding;such Event ofDefault. No waiver by :Landlord of any violation or breach of•any of the terms contained Herein shall waive Landlord's rights regarding any future violation of such term. Landlord's acceptance of arty partial payment.of pent shall not waive Landlord's rights with regard to the remaining portion of the .Merit that is due, regardless of any endorsement or rather statement on any instrument delivered. in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord arid satisfaction of The frill amount of the Rent that is due. (c) Curaq§ttve Remedies, Atry arid all mmudics set forth in this Leasc. (1)shall be in addition to any and all other remedies Landlord may have at lawn or in a u'Rty, (2`)shall be cumulative, and (3) may be pursued successively or concurrently as Landlord may elect, The exercise of any remedy by Landlord shall not be deerned an election of remedies or preclude.Landlord from exercising any other remedies in the future (d) Tenant Waiver, Tenant hereby expressly, unconditionally and frrevocably waives all constitutional, statutory or common laawx bonding r quirernents including the requirement milder Section 113.12, Florida Statutes that Landlord file a bond payable to Tenni, it being the intention of the parties that no board shall be required in any distress action.. 191.. Landlrrrd's1ien, In addition to any statutory landlord's Berl, now or hereafter enacted, Tenant grants to Landlord, to secure performance of Tenant's obligations hereunder, a security interest in all of Tenant's property situated in or upon, or used in connection with, the Premises or the shopping Center, and all proceeds thereof (except merchandise sold in the ordinary course of business) (collectively, the " oll teral°% and the ollateral skull not be removed from the Premises or the Shopping Center without the prior written consent o Landlord until all obligations of Tenant have been fully performed, Such personally thus encumbered inoludes specifically all trade and father �arttrres for the purpose of this Section I wild inventory, ecluipii art, contract rig,irts, accounts receivable and the proceeds thereof Upon the occurrence of an Event of Default, Landlord may:, in. addition to all other remedies, with five business days' notice, exercise the rights afforded to a secured party under the Uni ciriri Conamercial Code of the state in which the Premises are tocaterd(tire "l CC"). To the extent the UCC requires Landlord to give to Tenant more than five days'notice of any act or event,then such five days`prior written notice. thereof shall be deemed tvasonable notice of the net or event, In order to perfect such security interest, Landlord may file any financing statement or other instrument necessary at Tenanf&expense at the state and couriV Uniform Commercial Grade filing offices. Tenant grants to Landlord a power of attorney to execute and file any hna.nctng statement or oilier neve;ssary instrument to perfect Landlord"s security interest under this&CJinn I , which powver, is coupled with an interest and is irrevocable during the Tenn. Landlord may also file a copy of this Lease as a financing statement to perfect its security interest in the Collateral. Within tern days following written request RETAIL,LEASE, Page 19 therefor, Tenant shallexecute financing statements to be filed of record to perfect, Landlord's security interest,in the coflateraL 20. Surrender of Premises- No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement:to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord- At the expiration, or termination of this Lease., Tenantshall deliver to Landlord the Premises with all nriprovements located therein in good repair and condition, free of Hazardous Materials placed on the Premises during the Term, broom-clean, reasonable wear and War (and condemnation and Casualty damage not caused by Tenant, as to which Sections 13 and 14 shall control) excepted, and shall deliver to Landlord all. keys to the Premises. Provided that no default,by Tenant then exists tinder this Lease, Tenant may remove all unattached trade fixtures(which, for purposes of this sentence,shall not include carpeting, floor coyerings, attached shelving, lighting, Utures, wall coverings, or similar impi-overnents), furniture, and personal property placvd in the Promiscs or elsewhere in the Shopping Center by Tenant (but Tenant may not remove any such item which was paid for, in whole or in, part, by Landlord or any wiring or cabling, unless, Landlord requires such removal), Additionally, Tenant shall remove such alterations, additions, improvements, trade fixtures, personal property, signs, equipment, wiring,conduits, cabling and f4miture (including Tenant's Off-Premises Equipment) as Landlord requests;however, Tenant shall notbe required to remove any addition or improvement to the Premises or the Shopping Center if Landlord has specifically agreed in writing that the improvement or addition in question need not be. removed. Tenant shall repair all damage caused by such removal. All items not so removed shall, at Landlord's option,, 'be deemed to have beep abandoned b)) Tenant and may be appropriated, sold, stored, destroyed. or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items; any such disposition shall not be considered a strict foreclosure or other exercise of Landlord's rights in respect of the security interest granted under Section 19. The provisions of this Section 20,shall survive the end of the Terni, 21. H61illnr [)were If Tenant fails to vacate the Premises at the and of the Term,then Tenant shall he a tenant at sufferatice and (a)Tenant shall pay, in addition to the other Rent,, Mininium Rent equal to 150% of the Rent payable during the last month of the Term, and (b) Tenant shall otherwise continue to be subject to all of Teriant's obUgations under this Lease. The provisions of this Section 21 shall not be deemed to [limit or Constitute a waiver of any other rights or remedies of Landlord provided here-6 or at law, Ir Tenant Fails to surrender the Premises upon the termination or expiration of this 'Lease, in addition to any other liabilities to Landlord accruing theteffum, Tenant shall protect, defend, indemnity and hold Landlord harmless from all loss, costs (including rcaaonable attorneys' Bees) and liability resulting from such failurc, tricluding any claims made by any succeeding tenant founded upon such failure to surrender.,and any lost profits to Landlord resulting therefrom. 21 Certain Rights Deserver) by Landlord. Provided that the exercise of such rights does not unreasonably Interrere with Tenant's occupancy of the Premises, "ndlord shall have the following rights,, (a) Shopping Center OUrrifitins, To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Shopping Center, or any part thereof-,to anter upon the Premises(After giving Tenant reasonahte,notice thereof, which may be,oral notice, except in cases of real or apparent emergency, in which case no notice shall be required)and, during the continuance of any such work, to(emporarily,close doorsentryways,public space,and corridors in the Shopping Center; to interruplar Lg ,mporarily suspenz, Shopping Center services and facilities, to change the name of the Shopping Center; and t6 change the,arrangement and location of entranems or passageways, doors, and doorways, corridors, elevators, stairs, restrooms,or other public parts of the Shopping Center; (b) Setruth y. To take sucli reasonable measures as Landlord dooms advisable for the security of the Shopping Center and its occupants; evacuating the Shopping Center for cause,suspected cause, or for drill purposes; temporarily denying. ac ss to the Shopping Center; and closing the Shopping Center after normal business,hours and on Sundays and holidays, subject, however, to Tenants right to enter when the Shopping Center is closed afier normal business hours ,trader such reasonable regulations as Landlord may prescribe from timeto time-, (c) Prospective Purchasers and Lender To enter (,he Premises at all reasonable hours, upon reasonable prior notice,to show the Premises to prosyiwive purchasers or lenders;and RETAIL LEASE, Page, 19 (d) Prasgqfive Tensints. At any time during the 'last 12 months of the Tenn (or earlier if Tenant has notifled Landlord in writing that it does not desire to renew the Term) at at any time following the occurrence of an Event of'Dcfault which remains uncured, to enter the Premises at all reasonable hotrrs, upon reasonable prior notice, to show the Premises to prospective.tenants,. 21 Substitution Space, Landlord may, at Landlord's expense, relocate Tenant within, the Shopping Center to space which, is comparable in size, utility and condition to the Premises, If Landlord relocates Tenant, Landlord shall reimburse 71'enant for Tenant's reasonable out-of-pocket expertses for moving Tenant's furniture, equipment, and supplies from,the Premises to the relocation space and for reprinting Tenant's stationery of the same quality and quantity as Tenant's sltationery supply on hand in before Landlord's notice to Tenant of the exercise of this relocation, right. Upon such relocation, Landlord's depiction of the relocation space shall be substituted as Exhibit A. hereto and such relocation space shall be deemed to be the Premises and the terms of this Lease shall remain in Rill force and shall apply to the relocation space. No amendment or other instrument shall be necessary to effectuate the relocation contemplated by this Section, however, if requested by Laridlordjtriant shall CXCOLdean appTOproAtie amendment document within ten business days after Landlord's written, request therefor. If Tenant fails to execute such relocation amendment within such time period, or if Tenant fails to relocate within the time period stated in Landlord's relocation notice to Tenant (or, if such relocation space is not available on,the date specified in Landlord's relocation notice,as soon thereafter as the relmation space becomes available and is tendered to Tenant in the condition required by this Lease), then, in addition to Landlord's other remedies set forth in this Lease, at law and/or in equity, Landlord may terminate this Lease by notifying Tenant in writing thereof at least 60 days prior to the termination date contained inLarldlard's termination notice. Time is of the essence with respect to Tenant's obligations under this Section, 24. Mi%etlaneagg, (a) Landlord Transfer' Landlord may transfer any portion of the y Shopping Center and an of its rights under this Lease, If Landlord assigns,its,rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of trartsfcr, provided that the assignee assumes in writing Landlord's obligations Itercundw arising fromand after the transfer date. (b) Landlord's Liability. The liability of Landlord (and its partners, shareholders, cr m r t embers) to Tenant (or any person or entity claiming by, through or under Tenant) for arty default 4y Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises an4for otheT areas of the Shopping Center(including the Common Area shall be limited to Tenant's actual direct, but not consequential,damages therefor and shall be recoverable only from the interest of Landlord, in the Shopping Center,, and Landlord (and its partners, shareholders or members) shalt not be personally liable for any deficiency. The provisions of this Section shall survive any expiration or termination of this Lease. (c) Foece,Ma,"car . Other than for Tenant's obfigations under this Lease that can be perforl-fted by the payment of money (e.g, payment of ReTat and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto,such party shall not be liable or responsible for, and there shall be excluded from the computation of any suchperiod of time, arty delays due to strikes, riots, acts of Giod; shortages of labor or materials, war, terrorist acts or activities., laws, regulations, or restrictions,or any other causes of any kind whatsoever which are beyond the control of such party. (d) BroWme. Neither Landlord nor Tenant has dealt with any broker at agent In connection with the negotiation or execution, of this Lease, other than Katz& Associates, whose commission shall he paid by Landlord pursuant to a separate written agreement. Tenant and Landlord shall each indemnify the,other against all costs, expenses, attorneys' fees, Ilens and other tiabi'lity for commissions or other compensation claimed by any broker or agent claiming the same by, through,, or under the inderrinifying party, (e) Estoppel Certificates. From time to tirne, Tenant shallf4rinish to any parry designated by Landlord, within ten d I ays after Landlord has made a request thertfor, a certificate signed by "Tenant confirming and containing such factual ceritifications, and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord's Mortgagee or a prospective purchaser or mortgagee of the Shopping Center., the initial form of estoppel certificate to'be signed by Tenantis attached hereto as Exhibit H, IfTenant dons RIETAIL LEASE, Page 20 not deliver to Landlord the certificate signed by 'Tenant within such required time period, Landlord, Landlord's Mortgagee and, any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts: (1)this Lease is in full force and effect; (2)the terms and provisions of this Least have not been chapged except as,otherwise represented by Landlord,(3)trot more than one monthly instailunent of Minimum Rent and other charges have been paid in advance, (4)there are no claims against Landinird nor any defenses or rights of offsot against collection, of Rent or other charges, and (5)Landlord is not in, default under this Lease, In such, event, Tenant shall be,estopped from denying the truth of the presumed facts. (1) Notices, All notrecs and other communications given pursuant to this Lease shall be in, writing and -shall be (1)mailed by first class, United States Mail, , postage prepaid, certified, with returnreceipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2))hand deli =d to the intended addressee, (3)sent by a nationally recognized overnight courier service, or (4)sent by facsimile transmission during normal business hours followed by a confirmatory letter, sent in another Oranner permitted hereunder. Allnotices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties hereto may change their Hildresses by giving notice tire f to , reo the other in conformity with this provision, W Seyurabili(j. If any clause or provision of this Lease is illegal, invalid,or unenforceable under present or future laws,then the, remainder of this Lease shall Tiot be affected thereby and in lieu of such clause or provisim, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, MAmendments; Binding Effect; No Electronic Records. This Lease may not he amended except bp. instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deerned to have been waived by Landlord unless such, waiver is in writing signed by 'Landlord, and Tic custom or practice which may evolve between the parties in,the administratiun of the terms hereof shall waive or diminish the right of Landlord ID insist upon the perfoTinance by Tenant in strict accordance with the terms hereof Landlord and Tenant hereby agree, not to conduct the transactions or communications contemplated by this Lease by electroftic means, except by facsimile transmission as s ccifically set forth in Section 24 M;nor shall the use of the phrase "in p _14 I ss in writing" or the word "written" be construed to include, electranic communications �,-xcept by facsi:mri c tea, smi io s as spec 15 lically set forth in Section 24(D. The terms and,conditions contained in this Lease shall inure to the benefit of and be binding upon the parties here-to, and upon their respective successors in interest and legal rtpreseritativcy.. except as otherwise herein expressly provided, This Lease is ffir the sole benefit of Landlord and Terrant, and, other than Landlord's Mortgagee,no third Party'shall be deemed a third party beneficiary hereor 0) Quiet Ep joyment- Provided Tenant has performed all of its obligations herarinder, Terrain shall peaceably andeuhold and enjoy tire Premists for the Term, without hindrance from Undlord or any party claiming by, through, or under Landlord, but not othtrwise, subject to the terms. and conditions of this Lease. No MCT9C . There shall be no merger of the lease hold estate her bycreated with the fed estate in the Premises or any part thereof if the same person uzqu:ires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leaschold Promises or any interest in such fee estate. (k) No Orfer. The submission of this Lease to Tenant shall not be cans tied as an offer, and Tenant shalt not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to (1) Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thcretn Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord, or Tenant to the other with respect to this Least or,the obligations of Landlord or"Terrain in connection therewith, The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation ofthis,Lease or any exhibits or amendments hereto, RE-T ,IL L5 ASV,Page 2l (m) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE .IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO T141S LEASE OR ANY' OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION "EREWITH OR THE TRANSACTIONS RELATED HEREM (n) Governing !Aw. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located. (0) !'decor in , 'Tenet shall,not record this Lease or any memorandum of this Lease without the prior written consent of Landlord,, which consent rnky be withheld or denied in the sole and absolute discretion ofLandlordand any recordation by Ten ant shall be a material breach of this Lease. Tenant grants to Landlord a power of attorney to execute and record release releasing any such recorded instrument of record that was recorded w1hout the prior written consent of Landlord. (p) Fater or 'Mold NotificatiGn. To the extent Tenant or its agents or employees discover any water leakage, water darnage or mold in or nbout the Pirernises or Shopping Cether,Tenant shall promptly notify Land,tord thereof in writing- (q) Joint and Several Liability, If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for Tenant's obligations, under this Lease. All unperforated obligations of Tenant hereunder not fully performed at the end of the Term shaft survive the end of Term, including payment obligations with respect to Rent and all obligations concerning the condition and repair of ilia Premises, (r) tFinancial Reports- If an Event of efault occurs or if Landlord's Mortgagee or a prospective buyer or a lender of the Shopping Center so requests, within IS days after Landlord's request, Tenant will furnish Tenant's most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant's internally prepared Financial statements. If Tenant is a publicly traded corporation,Tenant may satisfy its obligations hereunder by providing to Landlord Tenant's most recent annual and quarterly reports. Landlord will not disclose arty aspect of Tenant's financial statements that Tenant designates to Landlord as confidential exiuept (I)to Landlord's Moftagce or prospective martgagees or purchasers of the Shopping Center,(2)in litigation between Landlord and Tenant, and/or (3)if required by court,order. (s) Landlord's Fees, WherieverTenaw requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord's reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or, consent, including reasonable attorneys', engineers' or architects, fes, within ten days after Landlord's delivery to Tenant of a statement of such costs. Tenant will be obk ligated to make such reilribUrSernent without regard to whether Landlord consents to any such proposed-action. (t) Telecommunications. Tortam and its telecommunications companies, including local exchange teleQummunications companies and alternative access vendor services companies, shall have no right of access to and within the Shopping Center, for the installation and operation of tolocommuni0tions systems, including voice, video, data, Internet, and any other services, provided over wire, fiber optic, microwave, wireless, and any other transmission systema (".Telecommunicatjo rps ), for part r a Services" o 11 of Tenant's 'telecommunications within the Shopping Center and fi-orn the Shopping Center to any other location without Landlord's prior written consent, not to be unreasonably withheld. All providers of Telecommunications Services shall be required to comply with the rules and regulation$ of the Shopping Center, applircuble'Laws and Landlord's policies and practices for the Shopping Center. Tenant acknowledggs,that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facifitir's relating thereto. Tenant, at its cost and for its own account" shalt, be solely, responsible for obtaining all Te leourrim up,icat ions Services. RETAIL LEASE, Page 22 (u) m ttnfide tialit . Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord's beriefit, and may no] be disclosed by Tenant to anyone, by any r"Onner or means, directly or indirectly, without Landlord's primer written, consent, however, Tenant may disclose the terms and conditions of this Lease if required by Law or court order, to its attorneys, accountants, employees ees and existing or prospective financial partners provided same are advised by Tenant of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof fin each case,prior to disclosure). Tenant shall be liable for any disclosures made in violation of this Section by Tena at or by any entity or individual to whom the term of and conditions of this Lease were disclosed or made available by Tenant, The consent by Landlord to any disclosures :shall not be deemed to be a waiver* on the part ofLandlord of area prohibition against any future discicrostare. fv laa#�rttattm�all� elerter�, (w) Agth_errit Tenant (if a corporation, partnership or other business enti") hereby, represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the premises are located,that Tenant has full right and authority to execute and deliver this.Lease; d that each person signing on behalf of Tenant is authorized to do: se, landlord hereby represents and warrants to Tenant that Landlord is a duty formed and existing entity qualified to do business in the state in,which the Premises. are located,that Landlord has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord ms authorized to do so, tx Hazard€gs Materials. The terms "Hazardous Materials" means any substunce, material, or waste which is now or hereafter classified or cortsldered to be hazardous, toxic, or dangerous meander any Lawn relating.to pollution or ttie protection tar regulation, of human health natural resources or the environment, or poses or threaterms, to pose a hazard to the health or safety of persom on the premises or in the Shopping Center, Tenant shall not use, geharate, sure, or dispose ma f, or permit the use, gencration, storage or disposal of Hazardous Materials on or about time Premises or the Shopping Center except in a manner and quantity necessary for the Ordinary perform", ce of Tenant's business, and then in compliance with all Laws. If Tenant breaches its obligations under this $" ion 24(x , Landlord may immediately take any and all action reasonably appropriate to remedy the sante, including taking all appropriate action to clean;up or remediate any contamination resulting from Tenant's use, generation, storage or disposal of Hazardous Materials. Terrant shall not undertake, nor shall Tenant permit any Tenant Party to tmndertakc,any invasive investigation,drilling or sampling of the soil or groundwater at the Premises or the Sapping Center without the prior written consent of Landlord which consent shall be in Landlord's sale discretion. Notwithstanding anything contained in Section 1pid ,Tenant shall defend, indemnify,and hold haranless Landlord and its representatives and agents from and against any and all claims, demands, liabitities, Causes of action, smuts, judgments, damages and expenses (including reasonable attorneys' fees and cost of clean tip and remediation) arising from Tenant's failure to comply withthe provisions of this Sectinra 241x , This irrderrraaiiT� pro vis i an droll survive termination or expirah mi ofthis Lease. (Y) Dist of Eibibits All exhibits arid,attachments attached hereto are incorporated herein by this reference, Exhibit A - Outline ofPrem ises Exhibit L- Description of Shopping Center .Mbit C r Curtain Curn.mon.,Area Costs Exhibit Tenant Fuilsb-Work Exhibit Sign Criteria Exhibit E-1- Approved Sign Plans and Specifications Exhibit F Shopping Center Rules acid Regulations Exhibit G- Foram of Confirmation of Commencement[late Letter Exhibit FT_ Form ofTertarmt Estoppel Certificate Exhibitl - Prohibited Uses DETAIL LEASE, Page 23 Prohibited Persons and Transactions. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall, at all times during the Term, iineludirag any extension t ereo, remain in compliance with the regulations or the OFAC of the Department of tfie Treasury (including those named on FAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the SW, ember24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons 'Who Commit, Threatun to Commit or Support Terrorism),or other governmental action Miating thereto. (aa) Radon Notice. Florida Statutes 4U4.05& RADON GAS- Radon is a naturally occurring radioactive gas that, when it has accumulatad in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in. buildings in Flunda. Additional information, regarding radon and radon testing may be obtained 'From. your county health department. 25. Other Provisions,, (a) Gisarintit . As additional consideration for Landlord, to, enter into this Lease, Tenant shall cause Guarantor as defined in Exhibity)to execute the guaranty, attached hereto as Exhibit J and Tenant shall deliver same to Landlord contempuratievusly with Tenaries execution hereoL Tenant's failure to deliver such guaranty as required In the preceding sentence shall be an automatic Event of Default: under, this Lease, with no notice being necessary.to Tenant,and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder,, as well as at law or in equity. Additionally, if Teriant fails to deliver such guaranty, Landlord, notwithstanding anything to the contrary contained in this Lease, (1)shall not be required to perform any tenant improvement work in the Premises, (2)shall not be required to make any reimbursements or aHowanoes In cot ine,cflon with any tenant improvement work, (3)shall not be required to pay any brokerage commissions to the broker or brokers representing Tenant in connection w1th this Lease (and Teriant shall indemnify landlord Against all costs, expenses, attorneys' fees, and other liability for corrimissions or other Compensation claimed by any broker or agent claiming the same by, through, or under Tenant), (4)nray terminate this Lease by provid ing Tenant five days advance Written notice thereof, and(5)shall not be reqUrjTed to,hunur any renewal rights set forth in this Lease, if away_ #b) Restaara®i Provisions, (1) Qperation . Tenant shall at all times conduct its business in the Premises in such a manner as to ensure that no odors will emanate from the Premises to any other part of the Shopping Center in Violation, of this Seclion 25(b). All menu items served by Tenant at the Premises which are not part of the Permitted Use shall be, subject to Landlord's Prior written, approval., which approval shall nut be unroasonably withheld so long as there is complizirice with the foregoing provisions. Tenant shall serve eany-oul orders only in enclosed containers and bags, AH carry-out drinks will be served only in cups covered securely with lids. Tenantshatl be responsible for prompt disposal within the Premises of all used containers and utensils, Tenant shall not permit noise or odors to emanate from the Premises which are unpleasant and objected ria by any tenant or occupant of the Shopping Center,,and,upon written notice from Landlord, Tertant shall immediately cease and desist from causing,such unpleasant and objectionable noise or odor-, failing which Landlord may deem the samean Eventof Default of this Lease, In the event any such noise or odor is caused by the non-functioning or malfunctioning of any of Tenanfs equipment, Tenant shall immediately cease and desist from the use of such equipment until the same has been properly repaired and is in good working arder. Tenant shall promptly mmply with all laws and ordinances and lawfulorders and regulations affecting the Premises and cleanliness, safety, 00cupancy, and use of the same- Tenant will not do any act tending to injure, the reputatliOnr Oftfie Shopping Center as determined by Landlord. The lay-out and decor of the Premises shall be subject to Landlords prior written approval. Failure by Tenant to operate its business in accordance with the provisions of this paragraph shall ciatitic Landlord, in addition to other remedies provided in this Lease,to injunctive relief T'r'ash,, Notwithstanding anything in this Lease to the contmry, in the event Landlord, in the exercise or 4S business jurigmenc determines that the trash and garbage that is RETAIL LEASE, Page,24 being generated, stored, or located at the Premises is not: being maintained in an acceptable manner, then Landlord shalt have the right to require Tenant, at'I"cnant's sole Cost and expense,to talo such measo es as Landlord dverras necessary to correct the problern, including, without lirtritrrtion; (l) refrigerating all trash or garbage which is generated, stored, or located at the Premises, and ( ) maintaining continuous positive ventilation of the Premises in accordance with ventilation standards which may be prescribed by Landlord froarr time to time, (c) Exclusivity. Provided l? no Event of Default has occurred hereunder,(2)Tenant is then currently occupying the entire Premises for the Permitted Use and conducting business therein, and (3)Tenant has not assigned or sublet arty portion of the Premises,other than a Peruined Transfer, Landlord or its affiliate will not execute any lease for space w4hin the Stropping tenter to any person or entity whose use thereof'is for the operation of a toff-ee(`the " strieted Usr"), The foregoing provision ahall not be construed so as to prohibit Incidental 'Sales of such goods or smices by other tenant ; for the purpose 0f this provision, the term "I:ttcid at l Sales" means that as to the items or services in question the annual revenues from sales of the same do not exceed 35% of the gross revenues of such other meant derived from its premises. If(A) Landlord violates this Section 5(r) (a"Landlord's Violation') and Landlord does not cure ,such Landlord's Violation within Sty days following, the Landlord's, Violation, then Tenant shad be entitled to a 50.1/6 abat rnent of Minimum Rent during such period of firne as the violation occurs .and continues. If the violation remains ongoing for ninety ) from the date of Landlord's Violation, thea;within ten 10)days after the expiration of such period time,Tenant must either terminate the Lease by providing written notice thereof to Landlord;. or the Lease shall remain in frill force and effee;t and Tenant shall' resume the payment of Minimum tient without abatement at its regalatly scheduled rates. This exclusivity right sct foah: in this subsection ( )shall be personal to the original Tenant of this base.. Notwithstanding tire- foregoing, this Section 25(0) shall be mill, void and of no further force or etTect hi the event that less than 70% of`T'enant's Gross Sales are related to sales frorn the l estricted Use, as determined by Leader in, its reasonable discretion RE erA IL LEASE, Page 25 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANTS INTENDED COMMERCIAL PURPOSE, AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDI'MON OF THE PREMISES OR THE PERFORMANCE BY LANDJQRQ OFITS OBLIGATIONS HEREUNDER,, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREW, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on (lie respective dates set forth below, but for reference purposes, this Lease sbal I be dated as of the date first above written. If the oxmutlon date is left blank, this Lease shall be deemed executed as af the date First written abDve. LANDLORD: CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS,L.L.C.,a Delaware limited liability WITNESSES; Company tl--�V��"NzCk By, PSREG Las Ventanas, LLC, Printed Name a Georgia limited liability company, its manager Printed Nanae B y.- Pollack Shores Real Estate Group, LLC, a Georgia limited,liability campany, its manager ti NameBy7mc ; Title, TENANT: COMMON GROUNDS DREW&ROASTERY LLC,a Florida limited hability company W) NESS ' By P ted Na &I d Printed,Nan, I�--< RETAIL LEASE, Paggr 26 E X141113IT Al OUTLINE OF PRE MISES This Exhibit is attached to this Lease solely for the purpose of locating the Premises within the Shopping Oente-T and depicting the general layout of the Shopping Center and shall not be deemed to be a rrpresentation, warranty or agreement by Landlord as to any information shown hereon or that the Shopping Center or stores be exactly as Indicated hereon, 'LA % 4 r 711;11�'—" et w �J' RETAIL PARKING GAME a FLOOR$ OF PARKING t. 300 PARKING SPACES A ........... EXHIBIT A,0iitline of Premises—Page A-1 EXHIBIT B DFUSCRIPTIOL4 a aH �OPPINGCENTER All of Las Ventanas acdording to tha plat thereof as recorded in Plat.B I I D, Page 89 and 90, Public Records of ?'aim Beach County, Florida. EXHIBIT B, Description of Shopping Center—Page 8-1 EXHIRITC CERTAIN COMMON AREA COSTS 9. Ali expenses, related to the ownership, operation, maintenance, management, (including management fees), equipping, repair or security of the, Shopping Center-, trieNding salaries, taxes,, insurance, and employee benefits; 2- Ali supplies and materials used in the operation, maintenance or repair of the Shopping Center, including any exterior landscaping and holiday decorations; I Costs of utilities fur the Common Area of Abe Shopping Center, including,the cost of water arid power for heating,lighting, air conditioning and ventilating, and operating fountains, 4Ali expenses related to the repair, service, or maintenance of the Slwipping Center and the equipment therein, including roof repairs and replaceritent, window cleaning, plumbing and electrical repair, HVAC and sprinkler system maintenance and repair, signage maintenance and repair, pest control, plate glass repair and replacernent, elevator rnainten ance and janitorial service;, 5, All capital expenditures related to the ownership, operation, maintenance and repair of the Shopping Center, including diose incurred to effect a reduction in the operating,eKpenses of the Shoppino Center ar whichrelate to a capital herrn installed pursuant to any Law, reserves for replucement of capital items, and depreciation of rnachinuy and equipment used in connection with,the Shopping Center and its maintenance-,and 6,. Costs cifoleaning, landscaping, snow and ice rerrovaI, painting, policing, providing security if Landlord elects to provide secur4), fire Protection, drainage, striping, repair and replacement of parking surfaces, and of complyiug with Laws enacted or effective after the date herecif(or interpretations hereafter rendered with respect to any existing Law). E:XH 18 1 T C,Cerl ain COTTJ mon Area Costs—page C-I 1 ISIT 1 TENANT,.FTNjS1j-WQRK- AS-IS Tenant hereby accepts the Premises in their "AS,IS" condition, and Landlord shall have no obligation to peerform any work therein (including dernolition of any irrrprovenrents existing tberein or construction of any.tenant fi ish-wuk or other imptD d menls therein), and shall not be obligated to reimburse: Tenant or provide an allow we for any costs related to the demolition or cortstrdeti n of improvements t.berein. Refore Tenant may decupy the Premises to cand.tict its business therein Tenant shall, at its expense, obtain and deliver toLandlord,a cettlificatt of cceu aivy from the apprn riate gowemmental authority for the Premises. EXHI IT D Tenant Finish-Work.-, Page D-3 F.XHIMT E SJ(;N CRITERIA Building, Window and DoorSignage- 1, Wall signs to be internally-illuminated cabinet signs with "push-thru" graphics and, decorative moldingVembollishments per Art Sign Company drawing 009-07-06-247, Sheet, #4 (6orrt signs), and drawing #D9-07-06-247, Sheet#6(Tear signs), 1 Sign cabinet depth to,be 8" excluding 3. Front signs to be a maximum of one (1) square foot per linear fioDt of storefront lease:space, square footage cWculated exclusive of moldings/embelfishments, 4, Rear signs to be a maximum, of one-half (9,5) square foot per linear foot, of storefront lease space, square Footage calculated exclusive of moldiqpembelfishments. 5 Moldings/embellishments fabricated from I" thick Sintra brand PVC, 6. Sign cabinet fabricated from heliarc-welded aluminum angle internal Fraine with external .125 aluminum face and sides. 7All gi-aphic ,s computer-routed into aluminum face with matching, computer-routed 3/4" thick clear acrylic inserted,into the routed aluminum voids in the face,creating a"'pusb-thru"appearance-. 8- 3M brand #3630- Ted translucent vinyl graphic film io be, applied to tire faces of the 3,44" acrylic "push-thru" gtaphic& 9, Tenant graphics,to be In the font of the tenants'choice. I Q. Logos arC not to exceed 20%of the sign face,area H. Aluminum sign face and sides to be in textutized stucco-like finish Sherwin-Williams 961401.Moderme While, 12. Sutra brand PVC moldingslernbellisbruents to be in texturized stucco-like finish to match brownpaintof building trim. t 3, Internal illumination from High Output fluoTcsccnt lamps and ballasts withall wiring in U.L compliant conduit and raceways concealed within the sign.cabinet.. 14: All fabhoation, installation and wiring tD meet or exceed all applicable building and electrical codes and all U. requirements and specifications- 15- Window graphics may be black or white die-cut.vinyl lettering only., Any window graphics should be limited to a maximum oF6 inch tall lettering and linifted to no more than 10%of the door and one atljjacent window surface of any tenant. 16, No,sign shall be installed w i Lh a u L sVri Rein I and I ord ap ptova 1,City approval,and permit 17signage is to be allowed on awnings. 18. Stacked font is allowed, permitted that stacked copy will rit within the designated sign band and will not appear crowded., look Mappr-opriate, or out of scale and character with adjacent signage. EXHIBITIE,Sign,Criteria-Page E-1 Prohibited Signs- A, Animatediflutteyin gsigns B. Balloons C-- Bus bench signs D. Festoons E rl ash i lig 8 i gn R F Rodsigns G Rotating signs I-L Signs that swing L Sidewalk signs(sand wichl"A" kame) J- Portable si,gns K, Exposed neon tubing signs L. Signs that obstruct free ingress to or egressfrom a door, window, fire escape or other required exit or entraneer, M, Snipe sigmor signs attached,to or painted on Fire escapes, television antennas, satellite dislies,utility pates or any Other associated str"Oure- -ids,snioke, vapor or other visible matter, N', Signs which,emit edam soui OUnauthorized signs on property owned by or under controf of the City of Boynton Deach. P. Banners(urifess approved pursuant to Chapter 2 1) Offprernisas signs, except those Krmifted under Chapter 21, Article 1.11, Section 6 (Special Signs) or Chapter 22,Article Ili Section 7, Paragraph 0(Neighborhood Identification Signs), RElectrical or illunninated signs in residential zoning districts, except that in a development where models are bung demonstrated, an illuminated sign, incetijig the other tequirerrients of this chapter, may be used provided no illumination is shown,betwmn the hours of 9:00 p.m, and 7.00,a,m- the following day. S. Bill board T Non-geometric sign,-.shaped to depict,figures or demons-trafive shapes used to attract attention to the business activity with which the sign.is associated, U, Pointed wall signs V, Pylon signs W. Any other sign prohibited by ft, City ol-'Boynton Beach EXI-1181TE,Sign Criteria-Page E-2 EXHIBITE4 APPROVED SIGN PLA AND SPECIFICATIONS [NONE] EXHIBITE, Sign Criteria--I'lage E-I EXHIBIT F ,SHf .gPPJNG!CENTER RLJLE,a..AND JtEJiIJLATQN IS The following rules and regulations shall apply to Tenants use of Premises and the Shopping Center, and the,appurtena"Ces thereto- I. OPERATION. Tenant shrill conduct its business in the Premises in all respects in, a digiriffired, manner and in accordance with high standards of store operation and,that of a first-class shopping ccntcr. 2, BUSINESS HOURS. Tenant wilt remain open for business Monday through Saturday from 10:00 a.m. to,6 p.m.,, plus any additional hours,for the Shopping Center as set by the Landlord from time to time. Tenant may also remain open for any additional hours,desired by Tenant, subject to Landlord approval,, 3, WINDOW TRE ATME-NTS, iso eUrtainsT draperies, blinds, shades, window tinting, or screens shall be attached to or hung or used in connection with any window,or door of the Premises without prior consent of the Landlord. Cortairis,draperies, blinds, shades or screens must be of a quality, type� design and color approved by Landlord. Further,all draperies,shades or screens shall have a natural color or fabric facing exterior window views. 4DELIVERIES. All deliveries or shipments of any kind to and from the Premises shall be shade in a manner directed by Landlord with no exceptims, Failure to abide by this rule could resutt in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Luntilard harmless frorn and against any costs in connection with Tenant's violation of this restriction, Loading anti unloading of merchandise, Supplies and other goods, shall be made only by way of the rear of the Prmnise5 at a location designated by Landlord,and only at such times designated for such purpose by Landlord;trailers and/or trucks servicing the Domised Premises may only park in portions of the Shopping Center, designated for such purpose by Landlord, and only while actively lozdinl 'unloading. In no event may any trucks be parked in a manner which may interfere with, the use of the Common Area or any pedestrian or vehicular access. 5. 14 IO, TFLEVISION, EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto inside;or out-side the Premises)shall be installed without first obtaining in each instance the Landlords written consent; and if such wrisent, be given, unless wherwise, approved, no such device,shall bw-- used in a manner so as to be heard or seen outside of the Premises, and no advertising medium shall be used which can be seen, heard or experienced outside the Premises, including, but not limited to, flashing fi&5 and scarchfighls. If any live music is played in the Premises, same shalt be performed in a manner So as not to be heard outside of the Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside, the walls and ceilings of Premises, 6. A&L-AS, -Nl RE S Tenant shall keep the areas immediately adjoining the -&D—JQL-,lNG--E M E fl-A - Premises in the front and at the rear of the Premises, including any portion of the Counmon Area where Terrant is given the right to use for a sales or -service area, clean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such seas or in any area outside of the Premises. 7a MAINTENANCE. Tenant will maintain the Premises at its, own expense in a clean, orderly and sanitary condition and free of unreasonable odors, insects, rodents, vermin, and other pests: will not burn or permit undue accumulation of garbage, trash, rubbish and other refuse, and will remove the same from the Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Premises until so removed from (lie Premises. Tenant shall keep the entry and, exit ways irrirncdiately adjoining the Premised clean and shall not placo or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break down., flatten or otherwise condense all boxes and trash placed In any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special armirigaments, which, roust be acceptab Ic to Landlord, for the collection. storage and removal of any grease, oils, fats,® renderings, foods, or similar waste all of which shall be carried and not dragged to the appropriate disposal facility, and shall not place same in, Larry compactors or other trash receptacles for the Shopping Center or in the sewer system of the Shopping Center, or in the alternative, Landlord will have the right to remavc same and charge Tenant for all costs associated therewith, which shall be paid within Len ('10) days after written demand by Landlord, No such waste materials shall be EXHIBIT F, Shopping Center Rules art d Regulations-Page F-I removed from the Premises in any leaking bags or containers,and if any such waste materials spill on any portion of the CommonArea same steal I be immediately cleaned up by Tenant. 8, SIQMG—E jQF.ARTILES QUTSIDE- PREMt SE_5. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof. 9, USE OF A" S QUTSIQ _PREMISES, Tenant will not use, or permit to he used., the malis or sidewalks adjacent to the Premises,or any other space outside,of the Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in, writing. 10. NO SOLICITATIONS Tenant will not use or permit the use of any portion of the Shopping, Center or the Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Shopping Center practice, Tenant and TenariVs employees V and agents shall not solicit business in the Common Area, nor shall Tenant distribute any advertising matter on autornobiles, parked in the parking areas or other Common Area without Landlord's prior written consent, ll. PLUMBING FAQLj:LL]�$. The plumbing facilities within or serving the Premises shall not be - L= 8 used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein, Damage resulting to any such Fixtures or appliances from misuse by Tenant or its agents,employees Or invitees, shall be paid by Tenant, 12, NO SLLIENNG OR LQDG ING. Tenant shall. not use, permit or suffer the use Many portion of khe Premises as living,sleeping OF lodging,quarters, 13, EXCESSIVE FLOOR LOADS. No load will be placed on any floor of the Premises which exceeds the floor load per square foot area which such floor arca was designated to carry, 14, VIBRA TK) all equipment and machiner -mises iN-A , KDXQME� All mechanic Y in, or serving the Pre will be kept free of vibration and noise which may be transmitted beyond the confines of the Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof-top HVAC system to the extent required by any environmental or other law,rule,regelation,guideline or order. 15. ODORS. Tenant shall not cause or permit strong, unusual, offensive or objectionable noise, odors, furn,es, dust or irapors to emanate or be dispelled ft. om the premises. 16- W VE AN UMAU No live animals twill lir-kept on or within rheses Prerni - IT EXTERMINATOR SERVICE. Tenant must have. the Premises serviced by a, pest exterminator approved or selected by Landlord at least once per rnonth,(once a week if Tenant sells food or beverages within the Premises) at Tenant's expense, Landlord, at its option ,and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Premises at such intervals as Landlord may require, and Tenant,shall permit said contractor to enter the Premises to perform pest extermination service&., Is, FLOOR-COVERM-15J., Tenant shall not lay linolemn or other similar floret covering so that such floor covering shall come in direct contact with the floor of the ?remises and if linoleum or other similar floor covering is so used, an interliner of builder's deadening felt shall First be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. 19. T' GEOF VEHICLEISIPARKING. No automobiles, trucks or other vehicles may be stated on the Shopping Center, or may be parked on the Shop run under their rappin Center which are not capable of being I own power. Tenant and Tenant's employees shall park- their cars only in those portions of the parking area designated for those purposes by the,L,4-adlord. Tenant shall furnish, Landlord within 5 days after taking possession EXHIBIT F, Shopping Center Rules and Regulations-Page F-2 of the Plremises,the state of registration and automobile license numbers assigned to vehicles belonging to Teriattes employees and shaft thereafter notify the Landlord of any change within 5 days after changes occar, landlord has and reserves the right,to alter the methods used to control parking and the right to establish such controls and rules and regulations(such as parking stickers to be affixed to vehictes)regarding parking that Landlord deems desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles it parking, blocking ingress or egress lanes,or violating parking rules, at the expense of the offending tenant arid/I or owner of the vehicle. Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof,Tenatit hereby agreeing to bear the risk of loss for same, In the event that the Tenant or its employees Fail to park their cars in designated parking areas as aforesaid,then the Landlord, at its option, may withoui limiting, its right to other tow or have such vehicle removed, elect. to "boot" such vehicle an&or charge Tenant ten (SIOA) dollars per day Or partial day per car parking in, any area other than that designated for employee parking. Tenant shall imemnif,Yn hold and save harmless Landlord of any I lability arising from such towing or booting of any vehicles. 2G. ADVERTI_SLN �Q_AN,.D PROMQL HONIALM0 ATER— Tenant will not display, paint Or cause to ., be displayed, painted or placed, any kridbills, bumper stickers; or other advertising or promotional materials or devices on an), vehicle parked in the parking area of the Shopping Center, whether belonging to Tenant, or to Tenant's agents or employees, or to any other person, will not distribute,or. cause to be distributed, in the Shopping Center, any handbills or,other advertising devices; and will not conduct Or Permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Shopping Center or their customers. 21. DISPLAYS AND DECORATIONS. Tenant shall not place,, suffer or permit displays or dm-orations on the sidewalks outside of the Premises or on or upon any or the parking or other portions of The Common Area. Additionally, Tenant shall not place or permit tobe placed any seating areas outside of the Premises or an'ywhere within the Common Area without the express prior written consent of Landlord, No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Shopping Center without the prior written consent of Landlord, No nails, hooks or screws shall be driven or inserted in any part of the Shopping Center except by Shopping Center maintenance personnel. 222. HAZARDOUS MATERIALS. a- Tenant's.Restrictions:Tenant shall rsol cause or permit to occur: L any violation of any federal state, of local low, ordinance, or regulation n ow or hercafier enacted, related, to environmental conditions on, under, or about the Premises or arising frorn Tenant's use or occupaney of the Premises including,but not limited to, soil and ground water wriditions;or ii. the use, generation, release, manufacture, refining, production, pmcessiag" storage or disposal of any HazaT.dous Material withUUt Landlord's prior written consent, which consent may be withdrawn, ,conditioned, or modified by Landlord in its sole and absohitc discretion in order to insure -compliance with all applicable"Llaws"'(hereinafter defiried), as such Laws may be eriacted,or amended from time to tHTIM b, Environmental Cleanup: i. Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage,transportation,or disposal of Hazardous Materials("Laws"), ii, Teriarit shall, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. Ail,. Should any governmental. authority or, any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the term of this lease, at or from the Premises or which arises at any time from Tenant's use or oecupancy of the Premises, llicii Tennt shall, at Tenant's own expense,prepare and submit the required plans and all related bonds and other financialassurances and Tenant shall carry out all such cleanup plans. L-XI-I IBIT F,Shopping Center Rules and Regulations—Page F-3 C, Tenant shall promptly provide all information regarding the use, gerierration, Storage, iransportation,or disposal of Hazardous Materials that is required by Landlord. Ell If Tenaut fails to fulfffl any duty imposed under this Paragraph within, thirty (30) days following Landlord's written request, LandlWd may proceed, with such efforts and insuch case, Tenant shallcooperate with Landlord in order to prepare all documents Landlord deerns necessary or,appropriate to delerinine the applicability of the Laws to the Premises and Tenant's use thereof and for compliance therewith and Tenant shall execute ail documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent- No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph, e. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this [,ease. 23, INCIPENT-NOW.F. Tonant shall give to Landlord pre pt written notice of any accident, fire, I burglary,theft,or damage,occurring on or to the Plrcrmses, 24. USE OF COMMON AREA, The common Area shalt not be obstructed by Tenant or used for purposes other than parking, ingress and egress to and from. the Premises and for going from rmne to another pan of the Sbopping, Center. 25. LOCKS. Landlord shall provide all door locks in Tenant's Premises., at the cost of Tenant, and Tenant:shall nor place any additional door locks in the Premises without Landkl rd's prior written consent. Landlord shall furnish to Tenant a reasonable number of keys to Tenant's Premises, at Tertanfs cost, and Tenant shall not make duplicates thereof 26, QPERATIQNOF'1wI CJJINERY- No machinery of any kind. (other than non-nal office equipmcnt) shall be operated by,Tenant without Landlords prior written consent, nor shall Tenant use or keep in the Shopping Center any f larritnable or explosive fluid or substance. 27. LOST ITE-MS., Landlord will not be responsible for lost or stolen personal property, rooney or jewelry from a,tenant's premises or public or common,areas regardless of whether such loss Occurs when,the area is looked against on try or not, YE-_ MACHINES, No vending or dispensing machines of any kind may be maintained in any [eased premises without the prior wMiten permission.of Landlord. 29DISRUPTIVE ACTIVITIES, Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets,demonstrators,or the like- 30, 0 ,jM _FF-L ITS AREAS. No tenaril may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Shopping, Center unless accompanied by Landlord or the Shopping Center manEWer. 31, ILL EGALAINSAFE ACTIVITIES, Tenant will not permit any Tenant Party to bring onto the Shopping Center any handgun, firearm or other weapons of any kind, illegal drugs or,unless expressly permitted by [,andlord in writing,alcoholic beverages. EXH1131T F, Shopping Center Rules and Regulations—Page F-4 EXHIBIT Q CONFIRMATION OF COMMENCEMENT DATE [TENANT'SADDRESS1 Re: Lease Agreement (the "Lease") dated 201 Karween . a ("Lati4lord"), and a ("Tenall "). Capitalized terms Lised herein but net defined shall be given the meatilngs assigned to them in the Lease Ladiesand Gentlemen: Landlord and Tenant agree as follows: t. Cooditiog of Premises. 'itnani has accepted possession of the Premises pursuant to the Least, Any improvements required by the terms of the tease to be made,by Landlord have been completed to the full and complete satisfaction of Tenant in all respects except for the punchlist items described, on E2thibit hereto (the "Panclatist Items'),and except for such Purichlist Items, Landlord,has fulfilled all of its duties under the Lease with respect to ,such initial tenant improvements., Furthermore, Tenant acknowledges that (he Premises are suitable for the Permitted UsQ. 2. Commencement Date, Tbe Commencement Date of the Lease is 120 1— 3. ExUiration Date. The Term is scheduled to expire an die last day of the .—th full calendar month of the Term, which date is ,201 4. Contact Person. Tenant's contact person in the Premises,is: AUCIIIJ on� Telephone; Teleccpy: 5Ratification. Tenant hereby ratifim and confirms its obligations under the Lease, and reprcwnts and warrants to Landlord that it has no defenses themto- Additionally, Tenant further confirms and ratifies that. as of the date hereof,(a)the Lease Is and remains in good standing and in full force and effect,and (b)'Feriant has no ClaiMS,Count.cTCI,$im-S,, sct-oN ordeftnscs against Landlord al-isirigout of the I-casoor in any way relating theretoor arising out of any other transaction hetween Landlord and Tenant. 6. Windin effect iGoverningLa Except as modified hereby,the Lease shall reattain in full,effect and this letter shall be binding upon Landlord and Tenant and their respective successors and -assigns. if any inconsistency exists,or aria-es between the terms of this letter and the terms of the Lease, the terms of this lemer shall. prevail. This letter shall be governed by the laws of the state in,which the Premises are located, H11317 G,Cortfirmallon of Commencement Date -Pagp G-1 Please indicate your agreemenito the above matters by signing this letter in the space indicated below and returning an executed original to us. Sincerely, CH REALTY VII-PSREG BOYNTON BEACH LAS VtNTANAS,LL,C,, a Delaware limited Fability comp-any By: PSRE�G Las Ventanas, LLC, a Georgia limited liability company, its manager l3y: Pollack Acres Real Estate Oroup, LL-C, a Georgia limited,liability company, its manager Name: A, J Agreed and accepted: ITEVANT'S SIGMA TURE BLOCKI By. Name: Tltl,ee— EXHI BIT G,Confirmation of Commencement Date -Page G-2 HIPI '° PU�jCHMST ITEMS Please insert anyt nchli t stems that remain to be Mformed by Landortl If no item:am fisted below by Tenant; none shall be deerned,tD exist, IIJ IT G,, onfirmation fer mence e t Date - Page - EXHIBIT H FORM OF TENANT E§TOPPEL CEkTIVICATE, The undersigned is the Tenant under the Lease, (defiried below) between a i as Landlord. and the undersigned as Tenant, for the Premises in, the Shopping Center located at and commonly known as m and hereby Certifies as fhllows° I. The Lease consists of the original Lease Agreement dated as of 201®, between Tenant ant! Landlordi's prede,cessor-i n,-interest] and the 'following amendment$ or modifications thereto (if none, please state"'none"").,, The documents listed above are herein collectively referred to as the "Lease" anti represent the entire agreement betweenthe parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to there in the Lease. 2. The Lease is in full force and effect and has not beery modified., supplemented or arnended in, any wa, gtii�ii y except as provided in So -, I above. 3, The Temi. corr menced. on and the Tenn expires, excluding any renewal options, on 20 1__, and Tenant has no option to purchase all at any part of the Premises Or the Shopping Center or, except as expressly set forth in the Lease,any option to terminate or cancel the Lease, 4. Tenant currently occupies the Premises described in the Lease and Tenant has net transferred, assigned, or sublet any portion of the Pren"IiSCS nor entered into any license or concession agreements with respect thereto except as followers(if none,please,state"none"): All monthly installments of Minimum Rent and Additional Rent and all inorithly installments of estimated Add'tjo I mal Rent have been paid when due through The current monthly installments of Minimum Rent and Additional Rent are: Minimum Rent $ Common Area Charge $_ Retail Area Expenses $ 'Total $ All conditions of the Lease to be performed by Landlord, necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition,Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 66 As of the date h=of,there are no existing defenses or offsets, or, to the undersigined's knowledge, claims or any basis for a claim, that the undersigned has against Landliord and no event has occurred and no condition exists, which, with the giving Of n0flCe Or the passage of time, or both, will constitute a default under the Lease. EXHISIT H, Form of Tenant Estoppel Certificate—Page H-I 7, No rental has leen paid more than H days in advance and no security deposit has been delivered W Landlord except as provided in the Lease, 8 T If Tenant is a corporation, partnership or other business entity, each individual executing thts Estoppel Certificate on hekt-Af of Tenant hereby represents and wai-rants that Tenant Is a duly formed and existing entity qualified to do business in the slate in which the Premises are locatedand that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tcnant is authorized to do so, 9, There are no actions pending against Tenant under,,any bankruptcy or similar laws of tlie United States or any state, 10, Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises,the undersigned has not used orstored any hazardous sab5tan ces; in the Premises, I.L Tenant is not Itself, and is not directly or indirectly owned, controlled or supported by, a "Specially Designated National" or otherwise designated as a.blocked person under any regulation of the Office of Foreip Assets,Control,, U.S. Department of Treasury(sft:www.usnv.-is.govlofficeslenforcementlOF-AC). 12. Alt levant im prGvement work to be perforn-ned.by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements arid,allowances due to the undersigned under the Lease in connection with any(CrI411t Improvement work have been paid in full. Tenant acknowledges that this Bioppel,Certificate may be delivered to Landlord, Landlord's Mortgagee,or to a prospective mortgagee or prosp&,tive purchaser, and their respective successors and assigns, and acknowledges that 1,andlord, Landlord's MoTtgagee -and/or such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new,loan or acquiring the property of which The Premises are a part-and that receipt by it of this certificate is a condition of disbursing.loan advances or making such loan or acquiring such property Executed as of TENANT-. a 13y: Name. Title: LX14 I B IT H. Form of Tenant Estoppel Certificate—Page 14-2 EXHIBIT I PROHIBITED USES Tenant shall not use or permit the use of the Premises for any other business Or purpose, except as set rorth in the Paragraph 8 of this Lease and in strict nvordarice with the rules and regulztiuns.for the Shopping,Ceater. No part of the Premises shall he used for any purpose other than retail sales an,&nr services, offices, restaurants or other commercial purposes which are permitted by applicable zoning and,other laws and which are typically found in first class wai I shopping centers in.the County in which the Shopping Center is tocate& No part of the exterior shall be used tot an automatic teller mac,hino, THE FOLLOWING PROHIBITIONS AND RESTRICTIONS SHALL NOT BE DEEMED TO APPLY TO LANDLORD, BUT ONLY TO TENANT UNDER THE LEASE, Landlord shall have the rigltt' in Landilord's sole and absolute discrction, to waive all or any of the prohibitions set forth herein upon such rnafters,terms and conditions as Landlord, in its sole disorotion May detertnine, The Premises, in,whole or in part,shall not be used or operated directly or indirectly for any of the following: I, The operation of a retail store offering.the following services for sale to the general public' UPS, MIL, FedEx,Airbourne overnight delivery service's,postal services, packaging andshipping services,niailbox rentals., fax for profit, and copy and printing services., 2. The operation of a Greek restaurantwith its principal business(more than 25%of its gross sales)being the sate of Greek food 3, The sale of submarine,sandwiches 4. The operation of a real estate brokerage office and related title services S. The operation,of'a sports bar. For purposcsi of this exclusive, a sports bar is a bar having more thart four televisions pea- 1,5100 square feet,billiard tables,and which,shows televised sporting events on multiple televisions 6. The operation ota high-end,appointment only hair salon 7.. The operation of a yoga or pilates studio or center The operat[onof aft Its rI ian-thomed restaurant or a restaurant whcrye primary menu items are pizza,pasta and other Italian cuisine 9. The operation of a practitioner-assisted stretching facility 10. The operation or a mortgage origination and management office EXHIBIT 1, Prohibited Uses—Page 1-1 EXII I BIT J GUARANTY As a material inducement to Landlord to enter into the Lease Agreement, dated July _,, 2019 (the "'Lease"), between COMMON GI�OUNDS BREW & ROASTERY LLC, a Florida firnitedliability company, as Tenant,and CH REALTY Vlt,-PSREG BOYNTON BEACH LAS VENT ANAS, L.L.C,.,a Delaware limited liability company, as Landlord,, Michael Olive and Kelly Olive, both individua[ly (individually and collectively, "�Puarauto "), hereby unconditionally and irrevocably guarantees the comptatc and timely performance of each obligation of Tenant (andany assignee) under the Lease and any extensions or renewals of and amendmcnts to the Lease, This Guamaty is an absolute, primary, and cantinuing, guaranty of payi-nent, and performance and is independent of Tenant's obligations under the Lease, Guarantor (andif this Guaranty is signed byrnore than one person or entity, each Guarantor hereunder) shall be primarily liable,jointly and severally, with Tenant and any other guarantor of Tenant's obligations, Guarantor waives any right to require Lari4lord to (a)join Teriant with Guarantor in any suit arising tinder this Guaranty,, (b)proceed against or exhaust any security given to seeure TenanVs obligations under the Lease,or(c)pursue or exhaust any other remady in Landlord's power, Until all of Tenant's obligations to Landlord have been discharged in full, Guarantor shalt have no right of subrogition against Tenaot. Landlord may, without notice or demand and without affecting Givarantor's habRity hereunder, from time to time, compromise se,extend or otherwise modify any or all of the ternis of the Lease, or fail to Perfect, or fail to continue the perfection of, any security interests granted under the Lease. Without limiting the g�onerality of the foregoing, if Tenant elects to increase the size of the leased premises, extend the lease term, or otherwise expand Tenant's obligations under the Lease, Tenant's execution of such lease documentation shall constitute Guarantors, consent thereto (and such increased obligations of Tenant under the Lease shall constitute a guaranteed obligation hercunder); Guarantor hereby waives any and all rights to consent thereto. Guarantor waives any right to participate in any security now or hereafter held by Landlord, 0 i .varantor hereby waives all presentmertts, demands for performance, notices of nonperformance, protests, notices of protest, dishonor and nodoes of acceptance,of this Guaranty,and waives all notices of existence,creation or incurring of new or additional obligations from Tertant to Landlord. Guarantor furthet waivesi all defenses afforded guarantors or based, on sufetyship or impairment of collateral under applicable Law,other than payment and perft)rinarnCe -in full of Tenant"s obligations under the Lease. The liability of Guarantor under this Guaranty will,not be affected by f)the release or d scharge or Tenant �r i Tom, or impairment, limitation or modification of,Tenant's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary (2)the rejection or disaffirmance of the Lease in any such proceeding; or (3)the cessation from any cause whatsoevvr of the liability of Tenant under dig,Lease. Guatantor shall pay to Landlord all costs incurred. by Landlord in enforcing this Guaranty , (including, without limitation, reasonable attorneys' fees and expenses)- The obligations or'Tvnant under the Lease to exccute and deliver estoppel statements, as;therein provided, shall be deemed to also require.the Guarantor hereunder to do so and provide the sarne,relative to Guarantor rollowitig written request by Landlord in accordance with,the terms of the Lease. All notices and other communications given Pursuant to, or in connection with, this Goaruty shall be delivered in the same manner required in the Lease, All notices, or uthcr communications addressed to Guarantor shall be delivered at flie address set. furth below. This Ouam 1, nty shall be binding upon 'the heirs, legal representatives, successors and assigns of QuaTantor and shall inUTC to the benefit of Landlord's successors and assigns, [TI-IF kPMAINDEER OF THIS PAGE IS INTENTIONALLY LEFT BLANK,] EXH I IT J,Guaranty—Page J-I Executed as of July ,2019. ,"'Michael dive l river'q License No.: ONSENT OF SPOUSE In belly Olive, sponse of Michael Olive, acknowledge that he is as tauaraRter, leas gu ranleed the complete and limely performance of each obligation of Tenant under the Luse dated July _...s., 2014, between CH REALTY' vu-psn,o ldo`t'vroN BEACII LAS VENTANAS, L.L.C., a Delaware limited liability company, as Landlord, .and COMMON GROUNDS BREW& ROASTERY LL;, a Florida limited liability company,as Tenant, to which Ihis Guaranty and Consent of Spouse are attached.. I hereby consent to gay spouse binding our cornmunitypropoty and his separate property in this Inairner. K��' &V� Kelly Olive EXHIBIT.I,Guaranty—page a- E HfB[T l Provided, no Event of Default exists and Tenant is occupying, the entire Premises, at the time of such election, Tenant may renew this Lzase for one additional period of 5 yrear,%, by delivering Britten notice of the exercise thereof to Landlord not earlier than 12 months nor later than ,eine,months before the expiration of that Terra. The Minimum Rent payable for each month during such extended Terata ;shall be, the prevailing rental rate (the "lir va,lata antai Rate"), at the commencement of such, extenders Term, for renewals of space in the Shopping Center-of equivalent quality, stat,utility and location, with the length oflie extended Term, the use of the Premises, the anticipated Gross Sales, and the credit standing of Tenant to be taken Into account. Within 30 days after receipt of Tenants notice to renewer,. Landlord shall deliver to Tenant written notice of the Prevailing Rental Gate and shall advise Tenant of the required adjustment, to Minimum Rent, if any, and the other terms and conditions offered_ Tenant shall,within ten days after receipt of Landlord's notice,,ratify Landlord in writing whether Tenant accepts or rejects Landlo4s determination of the Prevailing Rental Rate,. If Ten n timely not fies Landlord that Tenant accepts Landlords determination of the prevailing Rental Bate, then, on or before the commencement date of the extended Terme Landlord and Tenant shall cxcrcutc an amendment to this Lease extending the Term on the same terms provided in this Lease,except as follows: (a) The Minimum Rent shall be adjusted to the Prevailing;Rental Rate, (b) Tenant shall have no farther renewal caption, unless expressly granted by Landlord in writing, and (c) Landlord steal I lease to'Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any, allowances (e.g., moving allowance, constTuction allowance, and the like)or other tenant inducements If Tenant rejects Landlord's determination of the Prevailing Rental lute:, or fails to timely notify Landlord is wvrifing that Tenant aecepts or rejects Landlord's determination of the Prevailing Rental Date, tirtrae being of the essence with respect. thereto. Tena:nVs rights Cinder this Exhibit: shall terminate and Tenant shall have no right to renew this Lease, Tenant's rights under this Exhibit shall terminate if(I)this. Lease or Tenant's right to possession of the Pr m-niises. is termlaiated, (2)Tenant assigns any of its interest in this Lease or, sublets any portion of the Premises other tharn to a Permitted Transferee, or,(3)Tenant fails to timely exercirse its,option ander this Exhibit,time being of the essence with respect to Tenant's exercise tiaereof, EXHIBIT K,Renewal Option- Page K-I 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.G. SUBJECT: Approval of Commercial Property Improvement Grant Program in the amount of $25,000 for Terre Noire Properties, LLC located in Marina Village at 625 Casa Loma Blvd, Suite K SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Terre Noire Properties, LLC located in Marina Village at 625 Casa Loma Boulevard, Suite K, Boynton Beach, FL 33435 (see Attachments I - 11). Terre Noire Properties, LLC is the property owner and landlord for Boca Babes OBGYN, LLC. As the property owner of office space, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for a complete build-out of the office space including flooring, drywall, plumbing, and electrical work. The cost of eligible property improvements of the overall renovation project is approximately $158,733 (see Attachment 111). If approved, the applicant is entitled to receive a maximum grant of $25,000 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY 2018-2019 Budget Project Fund, line item 02-58400-444 - $25,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,000 to Terre Noire Properties, LLC located in Marina Village at 625 Casa Loma Boulevard, Suite K, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant D Attachment II - Location Map D Attachment III - Project Quote BOYNTO i"BEACH CRA COMMUNITY REDEVELOPMENT AGENCY October 1, 2018 — September 30, 2019 OYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANTPROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the CRA Community Redevelopment Plan. Improvements paid for by the CRA must be permanent and stay with the building. The CRA reserves the right to approve or deny any Commercial' Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. tnitia'� Page 1 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law, Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at httpJ/www.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the CRA District (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. lnitialkA44i Page 2 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the CRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a CRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the CRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • The property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. If CRA Board Approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent) and application for Initial Page 3 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award. Only one 60 day administrative extension will be permitted, and the CRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the CRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • CRA Board approval of this grant results only in funding. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the CRA the rights and use of photos and project application materials. • The CRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood Mire • Signage including lighting suppression • Doors/windows • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding • Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and stations—See attached water heating—See ReNew PACE Eligible attached ReNew PACE Product List Eligible Product List Initials Page 4 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Firearm Sales/Shooting Ranges • Convenience Stores • Religion-Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Medical Research Centers/Housing • Adult Entertainment • Massage/Personal Services • Vapor Cigarette, E Cigarette Stores • Any other use that the CRA staff or CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the CRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval, plus an added 20%for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Bakery • Gourmet Food Market Initial Page 5 of 16 Property Improvement 710 North Federal Highway,Boynton Beach,FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design —home • Boutiques— clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) • Bed and Breakfast . Medical Offices • Marketing Offices . Insurance Offices • Fitness Facilities—yoga, dance . Take Out Restaurants exercise, martial arts, etc. • Tattoo Parlor/Body Piercing/Body • Specialty Retail Businesses— Art Shop (no more than two stationary, gifts, sporting goods approvals per fiscal year) • Florists (no more than two approvals per fiscal year) Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to CRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Auto Services Facilities— repair, • Pawn Shops storage, sales, etc. • Liquor Store • Kava Tea Bar Initial' � Page 6 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. Initial Page 7 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 3310 Quantum Boulevard, Suite 101, Boynton Beach, FL 33426. Phone (561) 742-6000. Approval of Funding Request All recuired documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. Initial Page 8 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com The CRA Board meets on the second Tuesday of each month at the Intracoastal Park Clubhouse located at 2240 N. Federal Highway, Boynton Beach, FL 33435. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work must be completed and paid for by the applicant prior to the release of CRA funds. The CRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the CRA (3) days prior to the grant expiration date. The CRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the Reimbursement Request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s)that have been marked "paid in full." Proposals for"work to be completed"or"bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee Initials Page 9 of 16 L44�-,,W Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 4. A minimum of 4 color"after" photos of the project. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the CRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the CRA to award grant funding. Initials Page 10 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com ' r BOYNTON B E AC H APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable) Current Business Address* 1 - ? �L Fed ID#: Business Phone Number a � Cell: Website: 4IJ 24 Existing Business:Yes No Number of years in existence: I Time at Current Location: New Business to Boynton Beach: Yes V1 No Do you have an executed lease agreement: Yes VINO_If so, monthly base rent:aP33.50 New Business Address (if applicable): Square footage of current location: Square footage of new location: 16677 Type of Business: Number of Employees: 2, Hours of Operation: lil List of improvements seeking reimbursement for: I m t _ �i ;t .. l,r i tC I� � ( k 1 Requested grant amount: { Page 11 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 11 , BOYNTON BEACH APPLICANT INFORMATION PRINCIPALIOWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: Til---'11 Date of Birth: �� ` Email: ! {'`' �� c:e r �� "��t ��4 Residential Address: Cell Phone Number 2. Principal/Owner Nae: u _ i 'r'' I't Date of Birth: )�zEmail. Cj,--LC y1n Residential Addres Cell Phone Number 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the CRA? Yes ' No If yes, what additional programs are you applying for: Page 12 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com BOYNTON C R BEACH A APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes® No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: Te"C rc N10 lre., r �' (� .- ��' �" LS� Landlord's Mailing Address: - � / 4�A ` Landlord's Phone Number: CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term"I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. Initia Page 13 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTO BEACH CRIA APPLICANT INFORMATION understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the CRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. give permission to the CRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initials Page 14 of 16 ff:e4m-:� Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com D BOYNTO ��BEACH APPLICANT INFORMATION APPLICANT SIGNATURES: W'p I/Own Printed Name Title 2. t Principa Owner's Signature ba e Printed ame Title 3. Principal/Owner's Signature Date Printed Name Title 4, Principal/Owner's Signature Date Printed Name Title Notary as to PrincipaUOwner's Signatures - Multiple notary pages may be used if signing individually STATE OF E )V-1 21* COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personal/ a eared who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the Sta County aforesaid on this `'� day of er 20 _ , NOTARY PUBLIC STATE OF FLORIDA P � ; • Conxn#GG108394 y ommission Expires: Expires 5/25/2021 Page 15 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON ' ,' "BEACH CR' - A- LANDLORD INFORMATION LANDLORD SIGNATURES: an lords ature )v /a e - 1 Printed Name Title 2. 821 f t Landlord's 'gnature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used if signing individually STATE OF EL294 Or COUNTY OF ePiAA BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared , who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of CV 20 J_. y _ Bonnie Niddien NOTARY PUBLIC STATE OF FLORIDA My Commission Expires: Comm#GG108394 M Expires 5/25/2021 Page 16 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com 7/11/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Beach Co ty P p rty Appraiser A}git<fii } ir RTr ae44 4; ,.ho"''? 1 + yak e uc r`i21,ad M1r @ I I I�l'� I I I II Search by Owner,Addressor Parcel , Vii[ �i View Property Record Owners ,Boynton Beach B9ud E Boyvapon Beach [stud MARINA VILLAGE AT BOYNTON BEACH MASTERASSN INC ' Property detail } + oxcaoiorl 625 CASA LOMA BLVD - Muii BOYNTON BEACH ;SAN._`l)'.....`t};it .ce. No. 08434527600000031 "'Ig "'41 fDk N• MARINA VILLAGE AT �� + t - J'� BOYNTON BEACH 5 i t Book 25315 .Page 1699 Sale.Date'.J UL2012 625 CASA LOMA BLVD STE 104io ,.i Addleea BOYNTON BEACH FL 33435 4166 0900-RESIDENTIAL if• - hF'Q`•';'rs ��t(ig( t „�� +�� Use .ype COMMON AREA/ELEMENTad Sa,u a i,e e0SJA, Blvd i e �Gasa Lortaa Sales Information �� t1V�U , Sales Date Price C - "`t�4�,+)te` r : ". t3 � • t JUL2012 10 Appraisals ay Tax Year 2018 -- .. e...e...-,t •e3 $0 _� .. Value $0 ..m �P+�6r�,t• tYt})-�ii� �+x ftei )� �i 1}kt�$1 All values are as ofJanuary 1st each year +n-+n,.l n n or"',or"',+ n n,or,or,v,. ., r Assessed/Taxable values Tax Year 2018 A�sessed Value xe nptiorl Amount $0 axabie Value $1 4 ez . . • c ,t. Akt eat$.n yt i~1%)mYti 1 ;At B O�ez�n Ave � I�,t]rean Aue E Taxes ,,tz �a. Tax Year 2018 Ad Valorem $01,11" .u,,..Ad Valorem $0 11, $01! t ,,,s ryre��+t it it it it its t it it it it it it lyrt it it it it it it it+9t it iv11�; https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434527600000031 1/1 AIA DOCUMENT A101-1997 Standard Form of Agreement Between Owner and Contractor STIPULATED SUM AGREEMENT made as of the 17'day of April the year of 2019. BETWEEN: Terre Noire Properties,LLC 1380 SW 17"Street Boca Raton,Florida 33486 Hereinafter referred to as the Owner And: IFS Corporation of South Florida 1200 North Federal highway Suite 200 Boca Raton,Florida 33432 Hereinafter referred to as the Contractor The Architect/Engineer is: Keith D. Chambers RA 13376 KCA Design Group,Inc. 125 NW 13"Street Suite B-3 Boca Raton,FL 33432 Hereinafter referred to as the Architect/Engineer: The Owner and Contractor agree as follows. ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other conditions), Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement and Modifications issued after execution of this Agreement;these form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral. An enumeration of the Contract Scanned with CamScanner Documents,other than Modifications,appears in Article 8. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. If,prior to the commencement of the Work,the Owner requires time to file mortgages,mechanic's liens and other security interests,the Owner's time requirement shall be as follows: 3.2 The Contract Time shall be measured from the date of permit issuance. 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 100 days from the date of commencement or subject to adjustments of this Contract Time as provided in the Contract Documents. ARTICLE 4 CONTRACT SUM The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be Dollars(5158,733.00),subject to additions and deductions as provided in the Contract Documents. The Contract Sum is based upon the following alternates,if any,which are described in the Contract Documents and are hereby accepted by the Owner: Flooring Alternate Lighting Alternate Ceiling Height Alternate Unit prices,if any,are as follows:NA ARTICLE 5 PAYMENTS PROGRESS PAYMENTS Based upon Applications for Payment submitted to the Owner by the Contractor and Certificates for Payment approved by the Architect/Engineer,the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. Down Payment. $33,447(20%)to be paid upon execution of this agreement and to be identified as pay application number 1. Progress payments: The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: progress payments to be made no more than 5 days from the time the progress payment is received by the Owner. Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its Scanned with CamScanner 4E Y accuracy as the Architect/Engineer may require. This schedule,unless objected to by the ArchitectlEngineer,shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.1.1 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.1.2 Subject to other provisions of the Contract Documents,the amount of each progress payment shalt be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values,less retainage of percent( p %). Pending final determination of cost to the Owner of changes in the Work,amount not in dispute shall be included as provided in Subparagraph 7.33 of AIA Document A201-1997. .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction(or,if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing),less retainage of percent(0 %)- .3 Subtract the aggregate of previous payment made by the Owner;and .4 Subtract amounts,if any,for which the Architect/Engineer has withheld or nullified a Certificate of Payment as provided in Paragraph 9.5 of AIA Document A201-1997. 5.1.3 The progress payment amount determined in accordance with Subparagraph 5.1.6 shall be further modified under the following circumstances: .I Add,upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of the Contract Sum,less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims;and .2 Add,if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Subparagraph 9.10.3 of AIA Document A201-1997. 5..1.4 Reduction or limitation of retainage,if any,shall be as follows: O!qZ 5.1.5 Except with the Owner's prior approval,the Contractor shall not make advance payments to suppliers for materials or equipment which have not been"Special Orders"or delivered and stored at the site. 5.2 FINAL PAYMENT 5.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when: .1 The Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Subparagraph 12.2.2 AIA Document A201-1997,and to satisfy other requirements, if any,which extend beyond final payments;and .2 A final Certificate for Payment has been issued by the Contractor and approved by the Architect. 5.2,2 The Owner's final payment to the Contractor shall be made not later than 5 days after the issuance of the Architects final Certificate for Payment,or as follows:Prior to release of the premise to the owner for occupancy. Scanned with CamScanner �r ARTICLE 6 TERMINATION OR SUSPENSION 6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A2014997. 6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-1997. 6.3 In the event of a sale(whether by conveyance of the Property or directly or indirectly of an economic interest in the seller of the Property)or leasing(in its entirety)or total or partial condemnation or destruction of the Property,this Agreement shall thereupon automatically terminate. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision of AIA Document A201-1997 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate of 19% or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. 7.3 The Owner's representative is: Dr.Ty Swartzlander Terre Noire Properties,LLC 7.4 The Contractor's representative is: Mark A.Capozzi IFS Corporation of South Florida 7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. 7.6 Other provisions:See Lender's Agreement Hereto,Attached. ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS 8.1 The Contract Documents,except for Modifications issued after execution of this Agreement,are enumerated as follows: 8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement between Owner and Contractor,AIA.Document A1014997. 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A201-1997 8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Plans dated March 22,2019 and are as follows: Document: Plans Drawn by Keith D.Chambers Title:625 Casa Loma,Suite"K" Pages:A4,A-2,E-1,P-1,M-1 8.1.4 The Specifications are those contained in the Project Plans dated March 22,2019 and are found within: Document: Plans Drawn by Keith D.Chambers Title:625 Casa Loma,Suite"K" Pages:A-1,A-2,E-1,P-1,M-I Scanned with CamScanner f� t 8.1.5 The Drawings are as follows,and are dated unless a different date is show below: Document: Plans Drawn by Keith D.Chambers Title:625 Casa Loma,Suite"K" Pages:A-1,A-2,E-1,P-1,M-1 8.1.6 The Addenda,if any,are as follows: Number Date Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 8. 8.1.7 Other documents,if any,forming part of the Contract Documents are as follows: This Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of which one is to be delivered to the Contractor,one to the Architect for use in the administration of the Contract, and the remainder to the Owner. Or OWNER( (gnature) CONTRACTOR(S :atu } Dr.TY Swartzlander,AMBR Mark A.Capozzi,Director (Printed name and title) (Printed name and title) =o=r pUi`hLYGIA VIGGIANO OWNER(Signature) = Notary Public-State of Flori'ja at Commission#GG 044777 Trista Swartzlander,Manager %?o<<�d: My Comm.Expires Dec 16,2020 (Printed name and title) State of Florida,County of WR hupfc T ,Subscribed and sworn before me this `' day Of�,2 Notary Public: l t r�/Vl/1J My Commission Expires: Scanned with CamScanner 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.H. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the amount of $8,400 for Angel's Secrets, I nc. located in Ocean Plaza at 640 E. Ocean Avenue, Unit 9 SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months and are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. CRA staff has received a complete grant application from Angel's Secrets, Inc. located in Ocean Plaza in 640 E. Ocean Avenue, Unit 9, Boynton Beach, FL 33435 (see Attachments I - 11). Angel's Secret will be a clothing boutique with a focus in high-end intimate apparel for women and specializing in items for breast cancer survivors. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $1,400 per month (see Attachment 111). Angel's Secrets qualifies as a Tier I I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,250 per month for a 12 month period, whichever is less. If approved,Angel's Secrets, Inc. would be reimbursed in the amount of $700/month for a period of 12 months or a total grant amount of $8,400 during its first year of business. Grant reimbursements to the approved applicant occur on a quarterly basis with proof of rent payments. FISCAL IMPACT: FY 2018 -2019 Budget, Project Fund, Line Item 02-58400-444, $8,400 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant in the amount not to exceed $8,400 to Angel's Secrets, I nc. located in Ocean Plaza in 640 E. Ocean Avenue, Unit 9, Boynton Beach, FL 33435 ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Application D Attachment II - Location Map D Attachment III - Lease BQ Y: NTON ,� 'BEACH -, ,,,`4 ,CR- October 1, 2018 — September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by Initials-,'. Page 1 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com the Applicant(s) may be produced by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a quarterly rent reimbursement. New businesses are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a quarterly basis, the CRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the CRA District (see attached map). Initials Page 2 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops/ Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores Initials -� Page 3 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Alcohol and/or Drug Rehabilitation • Pawn Shops Centers/Housing • Medical Research Centers/Housing • Any other use that the CRA staff or • Massage/Personal Services CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four quarterly payments). Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four quarterly payments. Initials A Page 4 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Clothing Boutique — clothing, shoes furnishings, art galleries, kitchen & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Bed and Breakfasts • Medical Offices • Marketing Offices • Insurance Offices • Fitness Centers • Florists (no more than 2 approvals • Specialty Businesses— stationary, per fiscal year) gifts, sporting goods Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the CRA for all grant money received up to that point and will not be eligible to receive any further grant funding. f Initials Page 5 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com For purposes of this grant, the CRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The CRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: Initials Page 6 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435-Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com 1. A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principallowner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All re wired application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board Initials Page 7of15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant. Reimbursement will occur on a quarterly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next quarter beginning on January 1St, April 1St July 1St and October 1St Months Eligible for Reimbursement Deadline to Submit for Reimbursement • October, November, December • January 30th • January, February, March • April 30th • April, May, June • July 30th • July, August, September • October 30th In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement re nest within 30 days following the end of the quarter_inwhich agplicant is reguesting reimbursement applicant forfeits that quarter's reimbursement. Initials Page 8 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments does not guarantee future payments. The CRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the CRA to award grant funding. Initials Page 9of15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com k BOYNTON =�BEACHIII w APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address- ID Fed o l�J 5t7 tT� Fed ID#: `f Z7 oZ2 Business Phone Number: J G! - O - I J 71& Fax: Website: WGJW . gnCje_ 5 Existing Business: Yes ✓ No Number of years in existence: Time at Current Location: New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes No If so, monthly base rent: 400 0 0 New Business Address: ' A 9 Square footage of current location: 00 Square footage of new location: Type of Business: tra7'ij `C7 r[ E Number of Employees: ot Hours of Operation: Page 10 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com f { 4 BOYNTON =BEACH I 'A' APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may Ibe used) 1. Principal/Owner Name: L JO Date of Birth: 31 zo/ CqL 6, Email: Residential Address: O S Irf 90 I-C C E :F L- Cell Phone Number: 2. Principal/Owner Name: Date of Birth: Email: Residential Address: .��aa�.._............................. Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com }1 <� na D BOYNTO {(iJ, W-4. MWBEACH -- z' APPLICANT INF R ■ I N Are you applying for grant assistant under any other program offered by the CRA? Yes V/ No If yes, what additional programs are you applying for: Co�MCom'1AL, ,P ni( P1boJgHg,0 ¢4µ-r ,P aAm Are you receiving grant assistance under any other governmental agencies: Yes_ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: oo 9 OA LLLA, Landlord's Mailing Address: Landlord's Phone Number: '"(p 1 ® Z49 - 0 S13 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON A BEACH APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach,FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com o- BOYNTO B EAC APPLICANT INFORMATION APPLICANT SIGNATURES: TURES: Principal/Owne s i nature Date Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared___mm who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of 20_t nN LI My o ission Expires: 1-30Fax�ggsAW500 Bonnie Nicklien NOTARY PUBLIC Page 14 of 15 STATE OF IcLORIDA Rent Reimbursement Comm#GGt08394 710 North Federal Highway, Boynton Beach,FL 33435—Phone: (561)737 www.catchboynton.com 0 130'Oy N TOIA,4T�' =BEACH CRA LANLORD INFORMATION LANDLORD Sl'GNATURES: w � F Landlord's Signature Pati , o Printed Name ��ite 2, _ Landlord's Signature Eats " __m__.� . . , _�, ... _ _ Printed_Name Notary as to PrincipallOwner's Signatures-Multiple notary pages may be used if signing individually STATE OF COUNTY OF 2 BEFORE NSE, an officer duly authorized by law to administer cams and take acknowledgements, Personally appeared C 1ve '`- who mare personally known to me or produced_j (, .a.:, , , . — as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and F County aforesaid on this � _ _. .,. day of _ rte" 20 _v .r ELEN DELOADD ;Y My COMMISSION 00001 101 N � PUBLIC EXPIRES�11.2021 .• My Commission Expires: Page 15 of 15 Rent Reimbursement 710 North Federal Highway,Boynton Beach,FL 33435—Phone:(561)737-32.56 Fax.(561)737-3258 www.catchboynton.com i } � 1 1 t y�- ,� F - f- I 05 r^+ �1 lEb j,LIN N N -ri bYh tL IN xwi i 'Eo LM CL U o SJ 12 A z S7 `l n I� � u A y Commercial Lease I his Lease i, made on kindlord, ot' 6,t L) Sljtc of lnd j el, e'- eL Tenant, of' State 01 1. fhel,andiord ,,iLi-ee,,t,trent t(> the lenji-it:_W�d the -1 c nai i t a Lrccs to r, it n)in 10y"d the lolls) al)_ L( crIk The rental pay niews kk d( he S per month and gill he p-,\able by tire Tenant to the Land- 2 lord on the f day of each month. hegHIMIlU On tfato, rental pay- menit is not paid within fi%e(5i days of its cine date, the-renant agrees to pay an additional late charge it'5"o OIN e percent)of tire rental payment due 0,T�1�-5 7—,;A U n t i I No-J&4 -2 0,A if I enjill The term of this, Lease mll he frol), isill fall compliance kkith all ofthe tear,ol't1ji, Lease at the expiration ofthis term-Tenant shall ha\ethe option to relic" this Lease ti an additional term %k ith all terms and conditions of this Lease rernanuna the iame, except that the rent shall be S + y 11Y, if the Tenant rQnialus as tenant after the expiration of this Lease kkith the consent of the Landlord but without signing a neN\ lease. a month-to-month tenant, kk ill he created k�Ith the same terms and conditions as this Lease.except that such new tenarick, may be terminated by nine!:N, (90)daa s r ritten notice from either the Tenant or the Landlord, and that the rent shall be S 4. The Tenant has paid the/Landlord a security deposit of S / LIF 00 This security deposit fo i e r vk i I I be held as secul-irk, -the repair of an� damages to the property by the Tenant. This deposit A ill be r t imed to the Tenant kk 71thin ten (A 0)days of the termination of this Lease, minus anv amounts needed to repair the prop erty, but %ithoutknterest, The Tenant has paid the Landlord an additional month*s rent in the amount of'S This rent deposit �k ill be held as security for the payment of rent by the Tenant. This rent payment deposit� ill be rerurried to the Tenant within ten t IM dok; of the termination of this Lease. minus any rent still due upon ter inina- tion, but�%ithout interest. �'K4 8 z C-r The I_i.. Vow ash ¢ . � ..k - Iriul?t:Ht t, 1tw t. ,. 4fi , ?«T _ qm"Od .a,bwi , Ak rpt „ , _ , � t, �, � old f7 N,. .. ,.='�+ 6 l,i.O�. t ttit"'t;ei�t �I, s�i i, ,�_- s,7<} v � .. ,,, ,tl jjn, alt btCtC',k'.!1 ....4.'E �_ t'�tL , ,S1L r i` .. pit iE,t :, ct hCr '>' L ,. .7°�vo;3 [<< hnIt igroo,ttj 31 K1N", Qu nifahl 01 VC E"!+`CNH, arig{ vC i "n ,,,'t{mg t w"Wo" W: w ,wn i 'i(dr1(*x;aqd rl€ `rPK m> ai crai Yaw i,'. , proraq u Now! 1bW I,a,!arys='Ctf' Ie`a"e 01c IJ s t� .�,ty t'1 CI"b "alnt't't7ta,a.t,i',i `� 'si hi ,r t. >n _ _'}�" ,_t) i= .r'Yx�at ',A 7�ht `�°ti f'. �>t i It tl. �'',t?t�:„ `t, 1 c�-a s, t. .. d i my. N" requia... ;m. j,,, l` e t7 , &e proNn, rq tilt.' huyrnn, ,,itit't Hn, of we INUff i. 0 a hL !e., #iat nar t,�! ail S '. `��ti!`l tlLllEw br the Krol ert�_ l,)_ fpc EWI1�)Fl$ t' „'tti"7=�t EC' 4 T".4:f +}"tr t)ct�E'�°rt'e o vt;,Wn tho l�as, vithOUt"ht l and lord 'sF�'tttcia i.`�?ft4eE7t_ in h h oroJI, ', t t?ndnt a.�' aro dW the I arid Iord tt'U>tm ihk act:e t47 tht E]fEtESC`t�4 C, r Faa.�v '`tlttj'. Ll'_, ttr i. lr},t ri 't,.ag-,Lew tip J,Vtt, (lrC`r'Wq ont aher notlf'41i'9 to 10113 it m ad'.3CA v C"I''it an w„' I =`rlc\ 1 s I° the lip2p, gnkq t.> pal Hn rent on unle or x 101 ices a% olor terms ter dw,Lease,the Landlord m ill pro-,ide "ritan notiov Y the h i,�Am"m Or"Bult.a11�� in f LC,-- _day s to correct the x rotation or def4 WL If the a US- nor for [. to 7 5'w 7c} t'ait I l'i IL tiorr cttd t}.thin tijC,tin`1e presmhed.the Landlord %N ill Time the not to larntmate: ttTt� L.d`T c'L41tE1 -p� tke and til ad:CCi arice\%nh state ia\t I pon tennination of this[.ease,the Tenant rk=. W ,.,Hewn d Y t,,v'C" loo o! the propolty.The L.ranTord"ill ako hake the right tot re enter the prc7perty and mi We t"f'9yw"Um C. ; ;'. Tenant and my of hmant,fled to take a&Anmge of ani," elf he W qtr uak i urttna on we property bw WN We no WHY IN tEte A TL 1s, V s Wit,I- the leilant ag 'e,ma to ilii arllthing that �\ill increase the Landlord's insur- h 000ayn, t, tatdunniA and hkdd Me Landlo A hrunaless from an4 liabilit% or dartraLe, ov Utlte?"t+,15t'. Ihe ltnrai7t<1Lrirts to carr, and pas itll pretilfltlnls for Cast1- z,tftxu es that Tenam Itastalls at the property In addinon, the Anant agrees to cam �� , t'� �t .tr�rr,. . mouding horldy injury and propertydamage coNerage,cowering all Tenants hu, ;,4,,, t eryit rni in the urnmint tK S ;/ Ytf//Y LIy� _.____"Ah the Landlord named as a co-insurer party;. Anar, 7t_v ;* tt,..Y, wE't i ltl ii ltt2 Collie,of the in,urance policies and P)nm came! the pohctes ""how tlilujoink-' t _ 'Wn a�, ,d , jdV ante, x aw, .dgwv to proOde I andlord "ith a C'ertilicate of Insurance which indicates that a ;,. ,l,r�d t ars and mat Latit9F�.:�r l 4t1.4E, to pTo� ieie°'d!toff 8 1111111MUrn u�t`[ert(IOt dna 5 k5'rttten I1C}ttC'e c "KIM 3 C i e is �tih C t to ani' Uh ilk P4Y $ y t yi R (1rc�l�titt4 -dt ally CinicI, the ttl€IQP¢. �' r'v�:t� l?� ;IT�kf S ` i2tae na ris atv �;?;wl.nst Lcawc tGi a Srlf}BPSa 14. This 1 €a,,c 1111, onk he Of a iolatiOrl bV"the terins Et1 P i li°; €5 tenant az ees this; tl an\ 1C"4'Eli <tC:tili'? is nw'L..k.'i,., '-7 s',.. I- ase_ or > d C 4 t co�ti�t3'eC't .a �iolation t t lig, I L![' lord an CCAIi€nctttln !,t Ith strep eI tlon, (n', 16 Vs reeltiired by lavk, the I .. �ittit€bCt m 3is tli�. ttti� �h Is r ti.a tsrClSr iii.. .ly ;, � i ti4e (Qas that. �Nhen accuIMItilated in stifliCiellt llti�lntme, in a hwiding, ayzF to tt Le%els of radon *gas that exceed federal and stud° gui hues ha,,C E C � t'l"'r« ill h" i t,t . , ,. th, _ dtttc2nal Ftltort2lltit)n reardtrt ratla)Ctvra�and radon gas to tii G nlri he tth4atnt fl`)I'1 t tilal`"OUM% t,: tl tC went`. I`. The fol€o`%ing are additional terms of this Lease. C e,?3 e "7// C1 3 1 S. The parties agree that this Lease. including; the tolloki ing attachments; is the entire a<-reement between them and that no terms of this Lease may be changed except b% v Iinen a.tteell'Wllt of both parties. This Lease is intended to comply\a ith any and all applicable laws relarineO to landlord and teriant relationships in this state. This Lease hinds and benefits both the Landlord and Tenant and sane heirs, sucec�sors, representati\es,or assigns. This Lease is go\erned b4 the lax s of the State of Signature of Landlord Signatjonant 4— _x4 `name of Landlord Name of Tenant 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 CONSENT AGENDA AGENDAITEM: 11.1. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the amount of $18,128.40 for Tokio Inc. located in One Boynton at 1351 S. Federal Highway, Suite A-307 SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months and are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. CRA staff has received a complete grant application from Tokio, Inc. located in One Boynton at 1351 S. Federal Highway, Suite A-307, Boynton Beach, FL 33435 (see Attachments 1 -11). Tokio, Inc. d/b/a Tokio Ramen is a fast-paced, casual eatery featuring highly popular and sought-after Japanese dishes known as ramen noodles. This type of food is uncommon in the area which makes it a unique addition to the City of Boynton Beach, given its blend of seasoned broth, noodles and other complementary ingredients that deliver an extraordinary experience. Under the terms of their Landlord-Tenant Lease agreement, the base rent required to be paid by the applicant is $3,021.39 per month (see Attachment 111). Tokio, I nc. qualifies as a Tier I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 month period, whichever is less. If approved, Tokio, Inc. would be reimbursed in the amount of$1,510.70/month for a period of 12 months or a total grant amount of $18,128.40 during its first year of business. Grant reimbursements to the approved applicant occur on a quarterly basis with proof of rent payments. FISCAL IMPACT: FY 2018 -2019 Budget, Project Fund, Line Item 02-58400-444, $18,128.40 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Rent Reimbursement Grant in the amount not to exceed $18,128.40 to Tokio, Inc. located in One Boynton at 1351 S. Federal Highway, Suite A-307, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant D Attachment II - Location Map D Attachment III - Lease rt"S'OYNTO womBEACH CRA COMMUNITY REDEVELOPMENT AGENCY October 1, 2018 - September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or,deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by Initials Page 1 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com the Applicant(s) may be produced by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a quarterly rent reimbursement. New businesses are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a quarterly basis, the CRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the CRA District (see attached map). Initials Page 2of15 4 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops/ Body Piercing/ • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores Initial Page 3 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Alcohol and/or Drug Rehabilitation • Pawn Shops Centers/Housing • Medical Research Centers/Housing • Any other use that the CRA staff or • Massage/Personal Services CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified .at the time of CRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four quarterly payments). Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or $1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four quarterly payments. Initials Page 4 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design —home • Clothing Boutique — clothing, shoes furnishings, art galleries, kitchen & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Bed and Breakfasts • Medical Offices • Marketing Offices • Insurance Offices • Fitness Centers • Florists (no more than 2 approvals • Specialty Businesses—stationary, per fiscal year) gifts, sporting goods Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the CRA for all grant money received up to that point and will not be eligible to receive any further grant funding. Initials Page 5 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com For purposes of this grant, the CRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The CRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: Initials _�V Page 6 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 1, A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All re uired a lication documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board Initials Page 7 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach,FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant. Reimbursement will occur on a quarterly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next quarter beginning on January 1St, April 1St July 1St and October 1St Months Eligible for Reimbursement Deadline to Submit for Reimbursement • October, November, December . January 30th • January, February, March . April 30th • April, May, June • July 30th • July, August, September . October 30th In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement request within 30 days following the end of the quarter in which applicant is requesting reimbursement, applicant forfeits that quarter's reimbursement. Initials Page 8 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments does not guarantee future payments. The CRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the CRA to award grant funding. Initials Page 9 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON cl- B E AC H R A- APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Tokio Ramen Current Business Address: N/A Fed I D#:61-1932265 Business Phone Number: Fax: Website: N/A Existing Business: Yes No X Number of years in existence: 1 Time at Current Location: Less than six months New Business to Boynton Beach: Yes X No Do you have an executed lease agreement: Yes X No If so, monthly base rent: $2.150.75 New Business Address: 1351 S.Federal Highway,Suite A-307 Boynton Beach,FL 33435 Square footage of current location: N/A Square footage of new location: 1,229 sq.ft. Type of Business: Restaurant Number of Employees: 2 _ Hours of Operation: varies Page 10 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON m- moBEACH RA APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1 Principal/Owner Name: Hlromori Hayashi Date of Birth: 05/14/1958 Email: hiromorih@gmail.com Residential Address: 4247 Tazewell Ct.,West Palm Beach,Florida 33409 Cell Phone Number: (56.1)371-6298 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 710 North Federal Highway,Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON RA BEACH1 APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the CRA? Yes No x If yes,what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes_No x If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: CH Realty VII-PSREG Boynton Beach Las Ventanas, L.L.C. Landlord's Mailing Address: 1541 Sunset Drive,Suite 300 Coral Gables, Florida 33143 Landlord's Phone Number: (561)347-0888 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catch boynton.com BOYNTON C"w RA ammBEACH APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON ' CRA BEACH I - APPLICANT INFORMATION APPLICANT SIGNATU S: Principal/Owner's Signature Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. _ Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF I COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, ersonally appeared who is/are personally known to me or produced _ - as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREG ING, I have set my hand and official seal in the State and County aforesaid on this Lo day of 20 - NO P BLIC . . ._ mission Expires: Bonnie Nicklien (VnIve NOTARY PUBLIC Page 14 of 15STATE OF FLORIDACarnn#GG108394 Rent ReimbursementExpires 5/25/2021 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com , t S{`S dd TOKIO BOYNTO INC. 11", 2019RA. , LANLQRD INFORMATION LANDLORD SIGNATURES:. (71 ( , -ems' ZO Landlo d's Si nature ate ,Q t,7r Printed Name itle . Landlord's Signature Gate Printed Name Title !Votary as to PrinclpallOwner's Signatures - Multiple notary pages may be used if signing individually f STATE OF t COUNTY OF lin BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared r ho/are dare ,personally known} to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FQF;EGOINCI have set my hand andffid eaI i the State and County aforesaid on this f�7 ' day of 7 20 4- NRY PUBLIC My Commission Expires: JUANAHIRALDO Commission#G 26M Page 15 of 15 � X ExplictsOctober 28,2022 'VpfFyC�" Uwt4sd TMtt llu4phF{o41ty 9w`Vlbdi Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435-Phone: (561) 737 -3256 Fax: (561) 737-3258 www,catchboynton.com 8/27/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } ir RTr ae44 4; ,.ho,,,? 1 , yak, Vc,,c Search by Owner,Address or Parcel vs 00 , r View Property Record —- - SE 12th Ave V` Owners �. 1�• ,� ;�� , �� CH REALTY VII PSREG ON BEACH LAS VE Property Detail . ; �??, 1331SFEDERAL HWY102 Mw..:, . ; BOYNTONBEACH `, - ' Rfr�iera Dr .Paii No. 08434528450010000 4 Su,,..:;.:r: .: LAS VENTANAS ' f � o �i Book 28776 .Page 1084 `ale.Date DEC-2016 `i 5605 GLENRIDGE DR NE - t� STE 775 _ Addii ATLANTA GA 30342 - 1378 w ' 1 200- e. e. i •sSTORE/OFFICE/RESIDENTIAL � ' _ e 822044 -' A si t � i Sales _1e1�{1t 445, ,n� 4ni� i u.'i , Information ,i ' Sales Date Price DEC- 2016 109350000 � �, •:. - �� ,�..- � E iNrs011srngFall Rd r 1� E wssn Appraisals ; _ r Tax Year 2019 P _ Value Value $0 - al rt to a„ s �;'We $87,000,000 y All values are F as ofjanuary Preliminary 1 st each year is \� Assessed/Taxable" values . �. w Tax Year 2019 P Assessec, $87,000,000'.. Ia.ue A.. .... axable .ue $87,000,000 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528240000040 1/1 LEASE AGREEMENT BETWEEN CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., AS LANDLORD,AND TOKIO INC., AS TENANT DATED-�______----------------------------_-----------------------------------------A 2019 THE SHOPPES AT LAS VENTANAS BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA THIS DOCUMENT IS A DRAFT DOCUMENT FOR DISCUSSION PURPOSES ONLY AND SHALL NOT BE DEEMED TO BE CONTRACTUALLY BINDING IN ANY WAY ON ANY PERSON(AN"APPLICABLE PERSON") UNTIL FULLY EXECUTED. THIS DOCUMENT DOES NOT OBLIGATE ANY APPLICABLE PERSON TO NEGOTIATE IN GOOD FAITH OR TO PROCEED TO COMPLETION AND EXECUTION OF A FINAL AGREEMENT. NO APPLICABLE PERSON HAS OR SHALL HAVE ANY CLAIM AGAINST ANY OTHER APPLICABLE PERSON IN CONNECTION WITH THIS DOCUMENT OR THE NEGOTIATION THEREOF. BASIC LEASE INFORMATION Lease Date: A 2019 Landlord CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company Tenant: TOKIO INC.,a Florida corporation Premises: The area known as Suite Number 4----4A-307 containing 1,229 rentable square feet described on the plan attached as Exhibit A,being part of the shopping center commonly known as The Shoppes at Las Ventanas(the "Shopping Center"),which is situated on the property described in Exhibit B. The Shopping Center is part of a mixed use development known as Las Ventanas, which is comprised of retail and residential uses. The term "Shopping Center" includes the retail portion of the property described in Exhibit B, together with the improvements thereon, including the first floor of the building in which the Premises are located (the "Building"), and such additions and other changes as Landlord may, from time to time,designate as being included within the Shopping Center. Exhibit A is attached hereto solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation, warranty or agreement by Landlord as to any information shown thereon or that the Shopping Center or stores be exactly as indicated thereon. Term: 64484 full calendar months, plus any partial month from the Commencement Date to the end of the month in which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the 6484th full calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in the Lease. The"Commencement Date"means the earlier of(a)the date upon which Tenant opens the Premises to the public for business, or (b) 90 days after the date on which Landlord tenders possession of the Premises to Tenant. Minimum Rent: Minimum Rent shall be the foll wing amounts for the followi periods of time: Annual Minimum Rent Rate Per Rentable Square Lease Month Foot Monthly Minimum Rent 1 - 12 $21.00 $2,150.75 13 -24 $21.74 $2,226.03 25-36 $22.50 $2,303.94 37-48 $23.28 $2,384.57 49-60 $24.10 $2,468.04 61-72 S249-4 U.5 54 42 73-84 S25 81 U.6L3 82 As used herein, the term "Lease Month" means each calendar month during the Term (and if the Commencement Date does not occur on the first day of a calendar month, the period from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Term and the monthly Minimum Rent rate applicable for such partial month). Security Deposit: [$ '.3514 46 Rent: Minimum Rent, Additional Rent and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease. Permitted Use: A ramen noodle restaurant, supplemented with an assortment or selectable toppings,udon, soba, noodles, rice bowls, a small selection of appetizers such as edamame, gyoza and i dumplings, provided however, in no event shall the operation of Tenant's business within the Premises violate any exclusive or prohibited use set forth on Exhibit I attached hereto. Trade Name: Tokio Ramen Tenant's Proportionate 2.91%,which is the percentage obtained by dividing(a)the number of rentable square feet Share: in the Premises as stated above by (b) the 42,256 rentable square feet in the Shopping Center. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Shopping Center set forth above is conclusive and shall be binding upon them. Tenant's Proportionate Share is subject to adjustment as provided in Section of the Lease. Common Area Charge: $5.00 annually for the period from Lease Month 1 through and including Lease Month 12 (the "First Lease Year", and such First Lease Year and each 12-month period during the Term thereafter, each, a "Lease Year"), payable $512.08 per month in accordance with Section 6(b) of this Lease. Commencing on the first day of each Lease Year following the First Lease Year, the annual Common Area Charge shall increase by five percent (5%) over the Common Area Charge for the previous Lease Year. Initial Liability $3,000,000. Insurance Amount: Initial Monthly The following shall constitute Tenant's initial monthly payment of Rent required pursuant Payment of Rent: to Sections 3, 66(b), and 6(d) of the Lease, which shall be adjusted as and when required under the terms of the Lease: Minimum Rent $2,150.75 Additional Rent Tenant's Monthly Common Area Charge $512.08 Tenant's Proportionate Share of Retail Area Expenses $358.56 Total Initial Monthly Payment $3,021.39 Tenant's Address: Prior to Commencement Date: Following Commencement Date: Attention: Attention: Telephone: - - Telephone: - - Telecopy: - - Telecopy: - - ii Landlord's Address: For all Notices: With a copy to: CH Realty VII-PSREG Boynton Beach Las CH Realty VII-PSREG Boynton Beach Ventanas,L.L.C. Las Ventanas,L.L.C. c/o Southeast Centers,LLC 3819 Maple Avenue 1541 Sunset Drive, Suite 300 Dallas,Texas 75219 Coral Gables,Florida 33143 Attention: Asset Manager—Las Ventanas Attention: Property Manager (Retail) Telephone: 561-347-0888 Telephone: 214-661-8000 Telecopy: 561-347-1669 Telecopy: 214-445-0949 The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease,then the Lease shall control. LANDLORD: CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS,L.L.C.,a Delaware limited liability WITNESSES: company By: PSREG Las Ventanas,LLC, Printed Name a Georgia limited liability company, its manager Printed Name By: Pollack Shores Real Estate Group,LLC, a Georgia limited liability company, its manager By: Name:- Title:- TENANT: ame:_Title:TENANT: TOKIO INC.,a Florida corporation By: Name:- WITNESSES: ame:_WITNESSES: Title:_ Printed Name Printed Name i TABLE OF CONTENTS Page No. 1. Definitions and Basic Provisions 1 ---------- -------------------------------- ------------------------------------------------- ----------------------------------------------------------------------- 2. Premises; Construction 1 ----------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------- (a) Lease Grant 1 ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- (b) Construction and Acceptance of Premises 1 -------------------------------------------------------- ---------------------------------------------------------------------- (c) Tender of Possession 1 -------------------- -------------------------------- ------------------------------------------------ ------------------------------------------------------------------------- 3. Rent 2 (a) Payment 2 --------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- (b) Minimum Rent 2 (d) Sales Reports and Records 2 -------------------------------------------------------- ------------------------------------------------ ------------------------------------------------------- (e) Additional Rent 32 ---------------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------------- 4. Delinquent Payment;Handling Charges �2 5. Security Deposit 3 ------------------------------------------------------------------------------------------------- ------------------------------------------------ ------------------------------------------------------- 6. Common Area 43 ----------------------------------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------------- _ (a) Common Area 43 _ (b) Common Area Charge 43 -------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- (c) Right to Convert Method of Reimbursement for Common Area Costs 4 ----------------------------------------------------------------- (d) Retail Area Expenses 4 -------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- (e) Tenant's Proportionate Share 44 -------------------------------- ------------------------------------------------- -------------------------------------------------------------------- _ 7. Improvements;Alterations;Repairs;Maintenance;Utilities 44 (a) Improvements;Alterations 44 (b) Repairs; Maintenance 5 (c) Performance of Work 65 (d) Mechanic's Liens 6 ----------------------------------------------------------------------------------------------- ------------------------------- --------------------------------- --------------------- (e) Use of Roof 76 ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------- (f) Signs; Store Fronts 76 Utilities '76 (g) _ 8. Use and Care of the Premises 7 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (a) Use and Operations 7 ------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- (b) Impact on Insurance 97 (c) Limitations on Operations 97 (d) Care of the Premises 97 (e) Display Windows 8 ----------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- (f) Permits and Licenses 8 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------- _ (g) Allocation of Space within Premises 8 ------------------------------------------------------------------------------------------------------------------------------------------- _ (h) Open for Business 8 --------------------------------------------------------------------------------------------- ------------------------------- --------------------------------- ------------------ — (i) No Solicitations 8 ------------------------------------------------- ------- �) Compliance with Law 8 9. Assignment and Subletting 9 (a) Transfers 9 (b) Consent Standards 4-49 (c) Request for Consent 4-49 _ i TABLE OF CONTENTS (continued) Page No. (d) Conditions to Consent 4-09 (e) Attornment by Subtenants 10 --------------------------------------------------------- ------------------------------- --------------------------------------------------------------------- (f) Cancellation -1410 10 ----------------------------------------------------------------------------------------------- ------------------------------------------------ ------------------------------------------------ _ (g) Additional Compensation -10 ------------------------------------------------------------------------------------------------------------------------------------------------------------- _ (h) Permitted Transfers -10 ------------------------------------------------------------------------ ------------------------------- --------------------------------------------------------------- _ 10. Insurance;Waivers; Subrogation; Indemnity 4211 (a) Tenant's Insurance 4.211 (b) Landlord's Insurance 12 ---------------------------------- ----------------------------------------------------------------- ------------------------------- ------------------------------------- (c) No Subrogation;Waiver of Property Claims 12 --------------- ------------------------------- --------------------------------------------------------------------- (d) Indemnity 4:312 --------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------- — (e) Cost of Landlord's Insurance 4412 -------------------------------------------------------------------- ------------------------------------------------------------------------------- 11. Subordination;Attornment;Notice to Landlord's Mortgagee 4:312 ---------------------------------------------------------------------------------------- _ (a) Subordination 13 --------------------------------------------------- ----------------------------------------------------------------- ------------------------------- ------------------------------------- (b) Attornment 4413 _ (c) Notice to Landlord's Mortgagee 4413 (d) Landlord's Mortgagee's Protection Provisions 4413 --------------------------------------------- ------------------------------- ------------------------------- _ 12. Rules and Regulations 4413 ------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ _ 13. Condemnation 4413 (a) Total Taking 4413 (b) Partial Taking-Tenant's Rights 14 --------------------------------------------------------------------------------------------------------------------------------------------------- (c) Partial Taking-Landlord's Rights 14 --------------------- ------------------------------------------------ ----------------------------------------------------------------------- (d) Temporary Taking 414 ------------------------ -------------------------------- ------------------------------------------------ ----------------------------------------------------------------- _ (e) Award 414 -------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- _ 14. Fire or Other Casualty 4-414 ----------- ------------------------------------------------------------------ ----------------------------------------------------------------------------------------------- _ (a) Repair Estimate 414 (b) Tenant's Rights 4414 (c) Landlord's Rights 4414 (d) Repair Obligation 15 ----------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------------- (e) Continuance of Tenant's Business; Rental Abatement 4-615 ----------------------------------------------------------------------------------------------- 15. Taxes 4-6,15 (a) Personal Property Taxes --615 (b) Taxes 4-6,15 (c) Tax Consultant; Contest of Taxes by Landlord 16 -------------------------------------------- -------------------------------------------------------------------- 16. Events of Default 4-716 (a) Payment Default 416 -------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------ _ (b) Abandonment 416 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- _ (c) Attachment 416 _ (d) Estoppel 416 ------------------------------------------------------------------ ------------------------------------------------- ----------------------------------------------- ------------------------------- _ (e) Insurance 416 ---------------------------------------------- -------------------------------- ------------------------------------------------- --------------------------------------------------------------- _ (f) Mechanic's Liens 4-716 (g) Other Defaults 416 (h) Insolvency 416 17. Remedies 17 --------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------ (a) Termination of Lease 17 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ii TABLE OF CONTENTS (continued) Page No. (b) Termination of Possession 17 ------------------------ ---------------------------------------------------------------------------------------------------------------------------------- _ (c) Perform Acts on Behalf of Tenant 17 ---------------------------------------- ------------------------------------------------ ------------------------------------------------ _ (d) Suspension of Services - 17 ---------------- -------------------------------- ------------------------------------------------ ----------------------------------------------------------------- _ (e) Distress for Rent 17 -------------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------- _ (f) Alteration of Locks 17 ------------------------------------------------------------------------------- ------------------------------------------------ ------------------------------------------------ _ 18. Payment by Tenant;Non-Waiver; Cumulative Remedies 17 -------------------------------------------------------------------------------------------------- _ (a) Payment by Tenant 18 ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------ (b) No Waiver 18 --------- ------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- — (c) Cumulative Remedies 18 ----------------------------------- ------------------------------------------------- ----------------------------------------------- ------------------------------- _ (d) Tenant Waiver 18 19. Landlord's Lien 1$ ------------------------------------------------------------------------------------------------------------ ------------------------------- ------------------------------------------------ — 20. Surrender of Premises 18 21. Holding Over 24419 ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------- _ 22. Certain Rights Reserved by Landlord 21319 ------------------------- ------------------------------------------------ ----------------------------------------------------------------- _ (a) Shopping Center Operations 21319 -------------------------------------------------------------------- ------------------------------- ------------------------------------------------ _ (b) Security 24419 ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- — (c) Prospective Purchasers and Lenders 24319 ---------------------------------- ----------------------------------------------------------------------------------------------- _ (d) Prospective Tenants 2-019 23. Substitution Space 2-019 -------------------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------- _ 24. Miscellaneous 24-20 --------------------------------------------------------------- ----------------------------------------------------------------- ------------------------------- ------------------------------- _ (a) Landlord Transfer 24-20 ----------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- _ (b) Landlord's Liability 24-20 ------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ _ (c) Force Majeure 24-20 (d) Brokerage 23-20 --------- ----------------------------------------------- (e) Estoppel Certificates 24-20 (fl Notices 21 --------------------------------------------------------- -------------------------------- ------------------------------------------------- -------------------------------------------------------------------- (g) Separability X21 (h) Amendments;Binding Effect;No Electronic Records 2221 ---------------------------------------------- ------------------------------------------------ (i) Quiet Enjoyment X21 ------------------------------------------------------------------------------------ ------------------------------- --------------------------------------------------------------- 0) No Merger 2221 ------------------------------------------------------------------ ------------------------------------------------- ----------------------------------------------- ------------------------------- (k) No Offer 2221 ---------------------------------------------------------------- ----------------------------------------------------------------- ------------------------------- ------------------------------- (1) Entire Agreement 2221 (m) Waiver of Jury Trial 2221 ------------------------------------- ------------------------------------------------- ----------------------------------------------- (n) Governing Law 22.21 (o) Recording 22 --------------------------------------------- -------------------------------- ------------------------------------------------- -------------------------------------------------------------------- (p) Water or Mold Notification 2:22 ------------------------------------------------------------------------ ------------------------------------------------------------------------------- _ (c) Joint and Several Liability 2:22 ------------------------------------------------------------------------- ------------------------------- ------------------------------------------------ _ (r) Financial Reports 2�22 (s) Landlord's Fees 2:22 ---------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- _ (t) Telecommunications 2:22 ----------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------- _ (u) Confidentiality 2:22 ------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------- _ (w) Authority 2-4.23 — (x) Hazardous Materials 2-4.23 ------------------- -------------------------------- ------------------------------------------------ ----------------------------------------------------------------- (y) List of Exhibits 2-4.23 iii TABLE OF CONTENTS (continued) Page No. (z) Prohibited Persons and Transactions -2-423 ---------------- ------------------------------------------------- --------------------------------------------------------------- _ (aa) Radon Notice X23 ------------------------------------- -------------------------------- ------------------------------------------------ ----------------------------------------------------------------- _ 25. Other Provisions X24 (a) Guaranty 224 (b) Warranty of HVAC 24 iv LIST OF DEFINED TERMS Page No. or Exhibit No. Additional Rent �2 ------------------------------------------------------------- -------------------------------- ------------------------------------------------- — Affiliate 1 ------------------------------------------- ------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------- Basic Lease Information 1 ------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------- Building i ------------------------------------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------- Building's Structure 1 ----------------------------------------------------- -------------------------------- ------------------------------------------------ ------------------------------------------------------------------------- Building's Systems 1 ----------------------------------------------------------------------- ----------------------------------------------------------------- ------------------------------- --------------------------------------- Casualty --614 Code Modification 4-48 ------------------------------------------------------- -------------------------------- ------------------------------------------------ ------------------------------------------------------------------- _ Collateral 2-018 ----------------------------------------------------------------------------------------------------------------------------- ------------------------------- --------------------------------------------------------------- _ Commencement Date i Common Area 43 Common Area Charge ii ------------------------------------------------------------------------------------------------- ------------------------------- ----------------------------------------------------------------------- Common Area Costs 43 ------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------- ----------------- _ Damage Notice --614 Default Rate :�2 Estimated Delivery Date 1 Event of Default -k916 First Lease Year ii GAAP 11 G+mss- -s -2- Guarantor Guarantor J-1 Hazardous Materials 2-623 including 1 Initial Liability Insurance Amount ii Initial Monthly Payment of Rent ii Insurance Costs 4412 Landlord i Landlord's Mortgagee 4413 Landlord's Work 1 ----------------------------------------------------------- -------------------------------- ------------------------------------------------- ----------------------------------------------------------------------- Law 1 ----------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- Laws 1 Lease 1 -------------------------------------------------------------------------------------------------------------------------------------- ------------------------------- ------------------------------------------------------------------------ Lease Date i Lease Month i ------------------------------------------------------------------------------------ ----------------------------------------------------------------- ------------------------------- ----------------------------------------- Lease Year ii Loss - 412 Minimum Rent i ------------------------------------------------------------------------------------------------ ---------------------------------------------------------------------------------------------------------------------------- Monthly Common Area Charge 43 ------------------------------------------------------------------------------ ---------------------------------------------------------------------------------------------------- _ Mortgage 4413 ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- _ OFAC 4-09 Permitted Transfer 4-210 Permitted Transferee 4-210 Permitted Use i ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Premises i --------- ----------------------------------------------------------------------------------------------------------------------------------- ------------------------------- --------------------------------- ---------------------- Prevailing Rental Rate K-1 Primary Lease 4413 Rent i ------------------------------------------------------------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ---------------------------------------- Repair Period --614 _ : a e-a 24 Retail Area Expenses 4-4 Security Deposit i ---------------------------------------------------------------------------- ----------------------------------------------------------------- ------------------------------- ----------------------------------------- v LIST OF DEFINED TERMS (continued) Page No. or Exhibit No. Shopping Center i ------------------------------------------------------------------------------------------------------------------------------------------------ ----------------------------------------------------------------------- Taking - 13 ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ _ Tangible Net Worth 4-211 Taxes - 15 -------------------------------- ----------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------- — Telecommunications Services 2122 ------------------------------------------------ ------------------------------------------------- ----------------------------------------------- ------------------------------- _ Tenant i --------------------------------------------------------------------------------------------------- ------------------------------------------------- ----------------------------------------------- ---------------------------------------- Tenant Party 1 -------------------------------------------------------------------- -------------------------------- ------------------------------------------------- ----------------------------------------------------------------------- Tenant's Off-Premises Equipment 1 Tenant's Proportionate Share ii ------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------- Tenant's Work 1 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Term i ---------------------------------------------------------------------------------------------------- ----------------------------------------------------------------- ------------------------------- ----------------------------------------- Trade Name ii Transfer 4-49 UCC 24-18 vi LEASE This Lease Agreement (this "Lease") is entered into as of-------------------------------Aum, 2019 between CH .......................................................................... REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, L.L.C., a Delaware limited liability company ("Landlord"),and TOKIO INC.,a----------------------------------------Florida corporation("Tenant"). 1. Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information(the "Basic Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: "Affiliate" means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with the party in question; "Building's Structure" means the Building's exterior walls,roof,elevator shafts(if any),footings,foundations,structural portions of load-bearing walls,structural floors and subfloors, and structural columns and beams; "Building's Systems" means the Building's HVAC system (if it serves portions of the Shopping Center in addition to or other than the Premises)and the Building's life-safety, plumbing, electrical and mechanical systems; "including" means including, without limitation; "Laws" means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants affecting this Lease or the Shopping Center, and "Law" means any of the foregoing; "Tenant's Off-Premises Equipment" means any of Tenant's equipment or other property that may be located on or about the Shopping Center (other than inside the Premises); and "Tenant Party" means any of the following persons: Tenant; any assignees claiming by,through, or under Tenant; any subtenants claiming by,through, or under Tenant; and any of their respective agents, contractors, employees,licensees,guests and invitees. 2. Premises; Construction. (a) Lease Grant. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord,the Premises. (b) Construction and Acceptance of Premises. If Exhibit D hereto provides for Work to be performed by Landlord, then Landlord shall construct improvements in the Premises to the extent provided in Exhibit D (such Work, if any, to be performed by Landlord being herein sometimes referred to as "Landlord's Work"). Tenant shall accept possession of the Premises upon Landlord's tender of possession thereof to Tenant (with Landlord's Work,if any, Substantially Completed)and shall diligently perform the Work,if any,required to be performed by Tenant pursuant to Exhibit D (such Work, if any, to be performed by Tenant being herein sometimes referred to as "Tenant's Work") in accordance with Section 7 and Exhibit D and install its fixtures, furniture and equipment. Tenant shall pay all utility and similar costs incurred in performing Tenant's Work. By initiating Tenant's Work in the Premises (or if no Tenant's Work is to be performed by Tenant, then by occupying the Premises), Tenant shall be deemed to have accepted the Premises in their condition as of the date of such initiation of Tenant's Work(or the date of such occupancy, as the case may be), subject to the performance of punch-list items that remain to be performed by Landlord,if any. Occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Minimum Rent and Additional Rent. (c) Tender of Possession. Landlord and Tenant anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about the Lease Date (the "Estimated Deliverer"). If Landlord is unable to tender possession of the Premises in such condition to Tenant by the Estimated Delivery Date, then (1) the validity of this Lease shall not be affected or impaired thereby, (2) Landlord shall not be in default hereunder or be liable for damages therefor, and (3) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit G hereto confirming (A) the Commencement Date and the expiration date of the initial Term, (B)that Tenant has accepted the Premises, and(C) that Landlord has performed all of its obligations(if any)with respect to the Premises(except for punch-list items,if any, specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Tenant shall furnish to Landlord a certificate of occupancy from applicable authorities before commencing business in the Premises. This Lease shall create the relationship of RETAIL LEASE,Page 1 landlord and tenant between Landlord and Tenant; no estate shall pass out of Landlord, and Tenant has only a usufruct which is not subject to levy or sale. Landlord discloses to Tenant, and Tenant acknowledges,that Landlord is the owner of record of the Building and of the Premises and that ( Southeast Centers_ LLC (the "Manager") is authorized to manage the Building and the Premises on behalf of Landlord. The address of Landlord and the address of the Manager are each set forth in the Basic Lease Information. 3. Rent. (a) Pao . Tenant shall timely pay to Landlord Rent, without notice, demand, deduction or set-off(except as otherwise expressly provided herein)by good and sufficient check drawn on a national banking association, at Landlord's address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations. (b) Minimum Rent. Minimum Rent shall be payable monthly in advance. The first monthly installment of Minimum Rent shall be payable contemporaneously with the execution of this Lease; thereafter, Minimum Rent shall be payable on the first day of each month beginning on the first day of{------ second(2"dl Lease Month. The monthly Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Rent in effect during the partial month and the number of days in the partial month, and shall be due on the Commencement Date. Payment of Rent for any fractional calendar month at the end of the Term shall be similarly prorated. If Tenant has not opened for business in the Premises by the Commencement Date, then the daily Minimum Rent shall be increased by 50%until Tenant does open for business. (c) Intentionally Deleted. (d) Sales Reports and Records. By the 10th day of each month Tenant shall deliver to Landlord a statement of Gross Sales for the preceding calendar month and for the calendar year to date, certified by Tenant to be accurate, such statement shall reflect total Gross Sales and Gross Sales per rentable square foot of area in the Premises. Within 60 days after the expiration of each calendar year and within 60 days after termination of this Lease,Tenant shall deliver to Landlord a like statement of Gross Sales for the preceding calendar year(or partial calendar year), certified to be correct by an independent certified public accountant or by an officer of Tenant if Tenant is a publicly held corporation. Tenant shall furnish similar statements for any licensees, concessionaires and subtenants. All such statements shall be in such form and shall be accompanied by such supporting information as Landlord may require. As used herein, the term "Gross Sales" shall include the entire amount of the sales price, whether for cash or otherwise, of all sales of merchandise (including gift and merchandise certificates) and services, and all other receipts whatsoever(including interest, time price differential, finance charges, service charges, credit and layaway sales),of all business conducted in or from the Premises,including mail or telephone orders received or filled at the Premises, deposits not refunded to purchasers, orders taken, although filled elsewhere, sales to employees, sales through vending machines or other devices, sales by any sublessee, concessionaire or licensee or otherwise in the Premises,and proceeds of business interruption or similar insurance. (e) Additional Rent. In addition to Minimum Rent,Tenant shall pay, as "Additional Rent" hereunder: (1)Tenant's Common Area Charge,as set forth in Section 6(b), (2)Tenant's Proportionate Share of Retail Area Expenses, as set forth in Section 6(d), (3)if applicable, Tenant's Proportionate Share of Common Area Costs, as set forth in Section 6(c),and(4)any other monetary obligations due under the terms of this Lease. 4. Delinquent Pam; Handling Charges. All payments required of Tenant hereunder not received within three business days of the due date shall bear interest from the date due until paid at the lesser of eighteen percent per annum or the maximum lawful rate of interest(such lesser amount is referred to herein as the "Default Rate"); additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to five percent of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant's delinquency. In no event, however, shall the charges permitted under this Section 4 or elsewhere in this Lease,to the extent they are considered to be interest under applicable Law,exceed the maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence(but not any subsequent occurrence)during any 12-month period that Tenant fails RETAIL LEASE,Page 2 to make payment within three business days of the due date,until five days after Landlord delivers written notice of such delinquency to Tenant. 5. Securityposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant's performance of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default (as defined herein). Landlord may, from time to time following an Event of Default and without prejudice to any other remedy,use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach of this Lease by Tenant. The Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord will assign the Security Deposit to the transferee and, upon such transfer and the delivery to Tenant of an acknowledgement of the transferee's responsibility for the Security Deposit as provided by Law, Landlord thereafter shall have no further liability for the return of the Security Deposit. 6. Common Area. (a) Common Area. As used herein, the "Common Area" means the part of the Shopping Center designated by Landlord from time to time for the common use of all tenants, including parking areas, sidewalks, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, hallways, malls, and restrooms, all of which are subject to Landlord's sole control. Landlord may from time to time: change the dimensions and location of the Common Area, as well as the location, dimensions, identity and type of buildings; construct additional buildings or additional stories on existing buildings or other improvements in the Shopping Center; and eliminate buildings. Tenant and its employees, customers, subtenants, licensees and concessionaires shall have a non-exclusive license to use the Common Area in common with Landlord,other tenants of the Shopping Center and other persons permitted by Landlord to use the same. Landlord may promulgate and modify from time to time rules and regulations for the safety, care or cleanliness of the Shopping Center which shall be complied with by Tenant and its employees, agents, visitors and invitees. Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations. Landlord may designate areas in which Tenant's employees shall be required to park, and Tenant shall cause its employees to park in such areas. (b) Common Area Charge. During each month of the Term, Tenant shall pay a sum equal to one-twelfth (1/12) of Tenant's then applicable annual Common Area Charge (the "Monthly Common Area Charge") monthly in advance, concurrently with Minimum Rent. The annual Common Area Charge for the First Lease Year shall be the annual Common Area Charge specified in the Basic Lease Information. Commencing on the first day of each Lease Year following the First Lease Year,the annual Common Area Charge shall increase by five percent (5%) over the annual Common Area Charge for the previous Lease Year. The Common Area Charge represents Tenant's share of Landlord's cost(or contribution)to own,operate,administer,manage, maintain,replace, improve and repair the Common Area and includes, without limitation, the items specified on Exhibit C (collectively, "Common Area Costs"). The first Monthly Common Area Charge shall be payable contemporaneously with the execution of this Lease;thereafter,the Monthly Common Area Charge shall be payable on the first day of each month beginning on the first day of the second Lease Month. The Monthly Common Area Charge for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Common Area Charge in effect during the partial month and the number of days in the partial month, and shall be due on the Commencement Date. Payment of the Common Area Charge for any fractional calendar month at the end of the Term shall be similarly prorated. Tenant acknowledges and agrees that Tenant's Common Area Charge is an agreed-upon amount, adjusted annually by fixed percentage and not subject to actual costs;it is non-contestable, not subject to review and subject only to the adjustment as set forth in this Section. Tenant shall have no right to audit Landlord's books and records. RETAIL LEASE,Page 3 M Right to Convert Method of Reimbursement for Common Area Costs. Notwithstanding anything contained in this Lease to the contrary, Landlord may, upon thirty (30) days' notice to Tenant, convert the method by which it is reimbursed for Common Area Costs in accordance with the following: Tenant shall pay its Proportionate Share of the Common Area Costs, as Additional Rent. Tenant's Proportionate Share of Common Area Costs shall be paid in monthly installments, concurrently with Minimum Rent, based upon Landlord's good faith estimate, from time to time, of Common Area Costs. Tenant's initial payment is based upon Landlord's estimate of Common Area Costs for the Lease Year in question, and the monthly payments thereof(and future payments) are subject to increase or decrease as determined by Landlord from time to time to reflect an accurate estimate of actual Common Area Costs. Within 120 days (or a reasonable time thereafter) after the end of each calendar year, Landlord shall deliver to Tenant a statement of Common Area Costs for such calendar year and Tenant shall pay Landlord or Landlord shall credit Tenant (or, if such adjustment is at the end of the Term, pay Tenant), within 30 days of receipt of such statement, the amount of any excess or deficiency in Tenant's payment of its Proportionate Share of Common Area Costs for such calendar year. (d) Retail Area Expenses. During each month of the Term, Tenant shall make a monthly payment to Landlord equal to 1/12 of its Proportionate Share of Retail Area Expenses(as defined below)that will be due and payable for the fiscal tax year or calendar year, as applicable, in which such month occurs. For purposes hereof, "Retail Area Expenses" shall mean, collectively, the Taxes and Insurance Costs. Tenant authorizes Landlord to use the funds deposited with Landlord under this Section 6(d) to pay the Taxes levied or assessed against the Shopping Center and the cost of the property and liability insurance carried by Landlord for the Shopping Center. Each payment of Retail Area Expenses shall be due and payable at the same time as,and in the same manner as,the payment of Minimum Rent as provided herein. The initial monthly payment of Retail Area Expenses is based upon Landlord's good faith estimate of (i) with respect to Taxes, Tenant's Proportionate Share of Retail Area Expenses for the fiscal tax year in which the Commencement Date is to occur and (ii) with respect to Insurance Costs, Tenant's Proportionate Share of the estimated Insurance Costs for the remainder of the first calendar year. The monthly payment of Retail Area Expenses is subject to increase or decrease as determined by Landlord to reflect accurately Tenant's Proportionate Share of Taxes and/or Insurance Costs, as applicable. If following Landlord's receipt of all Tax bills and/or bills for the insurance premiums for the applicable time period, Landlord determines that Tenant's total payments of Retail Area Expenses for such period are less than Tenant's actual Proportionate Share of the Retail Area Expenses, Tenant shall pay to Landlord the difference upon demand; if Tenant's total payments of Retail Area Expenses exceed Tenant's actual Proportionate Share of the Retail Area Expenses,Landlord shall retain such excess and credit it to Tenant's future payments of Retail Area Expenses(unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant). Any payment to be made pursuant to this Section 6(d) with respect to the real estate tax year in which this Lease commences or terminates shall bear the same ratio to the payment that would be required to be made for the full tax year as that part of such tax year covered by the Term of this Lease bears to a full tax year. (e) Tenant's Proportionate Share. Notwithstanding any contrary provision herein, in calculating Tenant's Proportionate Share of Retail Area Expenses, the following provisions shall apply: (1) in the case of Insurance Costs, Tenant's Proportionate Share of Landlord's cost of casualty insurance shall exclude from the rentable area of the Shopping Center(used in the calculation of Tenant's Proportionate Share)the rentable square feet of any building in the Shopping Center which is separately insured by the tenant of such building, and which tenant as a result does not contribute to Landlord's cost of casualty insurance; and(2)in the case of Taxes, Tenant's Proportionate Share of Taxes shall exclude from the rentable area of the Shopping Center(used in the calculation of Tenant's Proportionate Share) the rentable square feet of any leased building in the Shopping Center which is separately assessed and whose tenant pays such separately assessed tax amount pursuant to its lease in lieu of paying a Proportionate Share of Taxes assessed for the Shopping Center as a whole. If buildings are added to or removed from the Shopping Center, or additional areas are leased to tenants whose rentable square footage is excluded from the rentable area of the Shopping Center under the foregoing calculations, Tenant's Proportionate Share shall be appropriately adjusted. 7. Improvements;Alterations:Repairs; Maintenance;Utilities. (a) Improvements; Alterations. Except for Landlord's Work (if any) to be performed pursuant to Exhibit D, all alterations and improvements to the Premises shall be installed at Tenant's expense only in RETAIL LEASE,Page 4 accordance with plans and specifications which have been previously approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 7(a). No alterations in or to the Premises may be made without Landlord's prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of Landlord) the (1)Building's Structure or the Building's Systems (including the Building's restrooms or mechanical rooms), (2)exterior appearance of the Building, (3)appearance of the Common Area,or(4)provision of services to other occupants of the Shopping Center. All alterations, additions, and improvements shall be constructed, maintained,and used by Tenant,at its risk and expense,in accordance with all Laws;Landlord's consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord's acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. (b) Repairs; Maintenance. Tenant shall maintain the Premises in a clean, safe,and operable condition, and shall not permit or allow any damage to any portion of the Premises. Without limiting the foregoing, Tenant shall (1) maintain the interior walls and the interior surfaces of exterior walls (including painting and other treatment thereof), store fronts,plate glass windows, doors,door closure devices,window and door frames,molding, locks and hardware, floors, floor coverings and ceiling, (2)maintain,repair and replace all plate and other glass, (3) furnish, maintain and replace all electric light bulbs, tubes and tube casings, and (4) maintain all plumbing and electrical systems and all equipment(including all air conditioning, heating and ventilating equipment) and fixtures within or serving the Premises, Tenant's Off-Premises Equipment and all areas, improvements and systems exclusively serving the Premises, in each case, in good operating order and condition and in accordance with all Laws and the equipment manufacturers' suggested service programs; and Tenant shall, at its sole cost and expense, make all needed repairs and replacements to all of the foregoing items. If Landlord elects, Tenant shall enter into a preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all air conditioning,heating and ventilating equipment serving the Premises. At Landlord's option,Landlord may enter into such a service contract covering Tenant's equipment along with other tenants of the Shopping Center, and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. Tenant shall keep all plumbing units,pipes and connections free from obstruction and protected against ice and freezing. Tenant shall be responsible for the cleaning and maintenance of any grease trap serving the Premises and shall enter into, and furnish to Landlord upon request a copy of, a grease trap cleaning and maintenance contract reasonably acceptable to Landlord. Tenant shall repair or replace, subject to Landlord's direction and supervision, any damage to the Shopping Center caused by a Tenant Party. If Tenant fails to make such repairs or replacements within five business days after written notice from Landlord (or such longer period as may be reasonably required provided Tenant commences to perform such required repairs or replacements within such five business-day period and proceeds diligently to completion), then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such damage at Tenant's expense,rather than having Tenant repair such damage. The reasonable costs of all maintenance, repair or replacement work performed by Landlord under this Section 7 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. (c) Performance of Work. All work described in this Section 7 shall be performed only by Landlord or by contractors and subcontractors approved in writing by Landlord, which approval will not be unreasonably withheld for contractors and subcontractors that maintain the insurance coverage required by Landlord. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord's property management company and Landlord's asset management company as additional insureds against such risks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Shopping Center(including the Premises,the Building's Structure and the Building's Systems). All such work which may affect the Building's Structure or the Building's Systems must be approved by the Building's engineer of record, at Tenant's expense and,at Landlord's election,must be performed by Landlord's usual contractor for such work. All work affecting the Building roof must be performed by Landlord's roofing contractor and will not be permitted if it would void or reduce the warranty on the roof. RETAIL LEASE,Page 5 (d) Mechanic's Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Parry shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic's liens to be filed against the Premises or the Shopping Center in connection therewith. Upon completion of any such work,Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed,then Tenant shall,within ten days after Landlord has delivered notice of the filing thereof to Tenant(or earlier as necessary to prevent the forfeiture of the Shopping Center or any interest of Landlord therein or the imposition of any fine with respect thereto), either (1) pay the amount of the lien and cause the lien to be released of record, or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action,then Landlord may pay the lien claim,and any amounts so paid,including expenses and interest,shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of"landlord-tenant" (thereby excluding a relationship of "owner-contractor," "owner-agent" or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time during the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Shopping Center or Landlord's interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits,judgments, damages and expenses (including attorneys' fees) in any way arising from or relating to the failure by any Tenant Parry to pay for any work performed, materials furnished,or obligations incurred by or at the request of a Tenant Party. This indemnity provision shall survive termination or expiration of this Lease. In order to comply with the provisions of Section 713.10 of the Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors,materialmen,mechanics and laborers,shall have any right to file or place any mechanics' or materialmen's liens of any kind whatsoever upon the Premises,the Shopping Center or improvements thereon,and such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanic's or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant,and not to Landlord's interest or assets. Tenant shall deliver written notice of the foregoing provisions to all persons performing work in the Premises. Additionally, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord a notice of non-responsibility,in a form provided by Landlord. (e) Use of Roof. The roof above the Premises is not part of the Premises and is exclusively reserved to Landlord, and Tenant shall not go on the roof nor install any antennae, satellite dish or other improvements on the roof without Landlord's prior written consent. (f) Signs; Store Fronts. Tenant shall not,without Landlord's prior written consent(1)make any changes to or paint the store front; or (2) install any exterior lighting, decorations or paintings; or (3) erect or install any signs, banners, window or door lettering, placards, decorations or advertising media of any type visible from the exterior or interior of the Premises. All signs, decorations and advertising media shall conform to the sign criteria attached as Exhibit E. Landlord may designate a uniform type of sign for the Shopping Center to be installed and paid for by Tenant. Tenant shall, on or before the Commencement Date, install all signs in accordance with Exhibit E. At the end of the Term or upon termination of Tenant's right to possess the Premises,or upon the removal or alteration of a sign for any reason, Tenant shall repair, paint, and/or replace the building fascia surface where signs are attached. (g) Utilities. Landlord shall provide and maintain the facilities necessary to supply water, electricity, gas (if applicable), telephone service and sewerage service to the Premises. Tenant shall be responsible for providing any meters or other devices for the measurement of utilities supplied to the designated point of service. Tenant shall promptly pay all charges for electricity, water, gas, telephone service, sewerage service and other utilities furnished to the Premises(including all tap fees and similar assessments made in connecting the Premises to such utilities) and any maintenance charges therefor. Landlord shall not be liable to Tenant,any Tenant Party or any other person or entity whatsoever, for abatement of rent as a result of, or for any other loss or damages whatsoever RETAIL LEASE,Page 6 occurring in connection with, any interruption or failure whatsoever in utility services, and Tenant shall comply with all provisions of this Lease notwithstanding any such failure or interruption. 8. Use and Care of the Premises. (a) Use and Operations. Tenant shall continuously occupy and use the Premises only for the Permitted Use, using only the Trade Name, and shall comply with all Laws relating to this Lease and/or the use, maintenance,condition,access to,and occupancy of the Premises and will not commit waste,overload the Building's Structure or the Building's Systems or subject the Premises to use that would damage the Premises. Tenant shall,in good faith, continuously throughout the Term carry on in the entire Premises the type of business for which the Premises are leased, operating its business with a complete line and sufficient stock of new merchandise of current style and type, attractive displays,and in an efficient and reputable manner so as to produce the maximum amount of Gross Sales, and shall, except during reasonable periods for repairing, cleaning and decorating, keep the Premises open for business with adequate and competent personnel in attendance on all days and during all hours (including evenings) established by Landlord from time to time as store hours for the Shopping Center(which shall in no event be less than from 6:30 a.m. to 11:00 p.m. every day except Sundays and holidays, and 6:30 a.m. to 7:00 p.m. on Sundays), and during any other days and hours when the Shopping Center is generally open to the public for business,except to the extent Tenant may be prohibited from being open for business by applicable Law. (b) Impact on Insurance. The Premises shall not be used for any use that is disreputable, creates extraordinary fire hazards, or results in an increased rate of insurance on the Shopping Center or its contents, or for the storage of any Hazardous Materials(other than those in normal commercial and retail applications or sold as retail consumer products and then only in compliance with all Laws). If, because of a Tenant Party's acts or because Tenant vacates the Premises, the rate of insurance on the Shopping Center or its contents increases, then Tenant shall pay to Landlord the amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord's other rights. (c) Limitations on Operations. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants,invitees,or Landlord in its management of the Shopping Center. Tenant shall not conduct or operate within or about the Premises any (1) fire, auction, bankruptcy or "going out of business" sales, (2) a "wholesale" or "factory outlet" store, (3) a cooperative store, (4) a "second hand" store, (5) a"flea market" store, (6) a"surplus" store, or(7) a store commonly referred to as a "discount house." Tenant shall not advertise that it sells products or services at "discount," "cut-price" or "cut-rate" prices. Tenant shall not(A)permit any objectionable or unpleasant odors to emanate from the Premises; (B) place or permit any radio, television, loudspeaker or amplifier on the roof or outside the Premises or where the same can be seen or heard from outside the Building or in the Common Area; (C)place an antenna, awning or other projection on the exterior of the Premises; (D) solicit business or distribute leaflets or other advertising material in the Common Area; (E) take any other action that would constitute a nuisance or would disturb or endanger other tenants of the Shopping Center or unreasonably interfere with their use of their respective premises; or (F) do anything that would tend to injure the reputation of the Shopping Center. Furthermore,the Premises may not be used in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants and restrictions then affecting the Shopping Center, including the prohibited uses identified on Exhibit L If Landlord, in its sole but reasonable discretion, incurs any expense in connection with any Tenant Party's violation of this Section, Tenant shall immediately reimburse Landlord all of Landlord's reasonable expenses therefor within 30 days following demand therefor. (d) Care of the Premises. Tenant shall take good care of the Premises and shall keep the Premises clean, safe and free from deterioration and waste,and shall maintain the Premises, and conduct all business therein, in accordance with this Lease and all Laws and lawful directions of proper police officials. Additionally, Tenant shall keep the Premises and sidewalks, serviceways and loading areas adjacent to the Premises neat, clean and free from dirt, rubbish, insects and pests at all times. Tenant will store all trash and garbage within the area designated by Landlord for trash pickup and removal, in receptacles of the size, design and color from time to time prescribed by Landlord and shall, at its sole expense, arrange for the regular pickup of such trash and garbage at a frequency determined by Landlord. Receiving and delivery of goods and merchandise and removal of garbage and RETAIL LEASE,Page 7 trash shall be made only in the manner and areas from time to time prescribed by Landlord. Landlord may arrange for collection of all trash and garbage and,should Landlord exercise such election,Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. Tenant shall not operate an incinerator or burn trash or garbage within the Shopping Center. Tenant shall,at Tenant's sole cost and expense, obtain and maintain in effect at all times a pest control service to regularly exterminate the Premises for all pests. Such service shall exterminate the Premises as necessary to keep the Premises reasonably free from pests. If Tenant fails to provide such service to Landlord's reasonable satisfaction, Landlord shall have the right, but not the obligation, to provide such pest control as Landlord,in its sole discretion, deems appropriate, and Tenant shall be liable for all reasonable costs thereof and all shall pay all such amounts to Landlord upon demand. (e) Display Windows. Tenant shall maintain all display windows in a neat, attractive condition (as determined by Landlord in its sole but reasonable discretion), and shall keep all display windows and exterior electric signs in front of the Premises lighted from dusk until 10:00 p.m. every day, including Sundays and holidays. Landlord reserves the right to connect all canopy signs in the Shopping Center, including Tenant's, to a common electrical line controlled by Landlord,in order to control the hours during which such signs are kept lighted, and, should Landlord exercise such right, Tenant shall pay its Proportionate Share of all charges for the installation, maintenance and repair of such electrical line, as well as all electrical usage charges associated therewith, as Additional Rent. (f) Permits and Licenses. Tenant shall procure, at its sole expense, all permits and licenses required for its operations and the transaction of business in the Premises. (g) Allocation of Space within Premises. Tenant shall warehouse, store or stock on the Premises only such goods, wares and merchandise as Tenant intends to offer for sale at retail in or from the Premises, and as is permitted under this Lease, and Tenant may use for office or non-selling purposes only such space as is reasonably required for Tenant's business. In no event, however, shall the aggregate amount of space in the Premises utilized for office or non-selling purposes exceed 20% of the gross leasable area of the Premises. Without limiting the generality of the foregoing, areas used for the storage or stocking of inventory which are not publicly displayed shall be deemed used for"non-selling"purposes. (h) Open for Business. If Tenant shall fail to (1) open for business to the public in the Premises fixtured, stocked and staffed as herein provided on the Commencement Date, (2)open and remain open for business as herein provided during such hours as herein required, or (3) maintain during such hours a staff of employees and stock of merchandise as herein required, the same shall constitute an Event of Default hereunder without the necessity of any notice thereof from Landlord to Tenant. (i) No Solicitations. Tenant shall not engage in, nor permit its employees, agents, Affiliates or customers to engage in, solicitations, demonstrations or other activities inconsistent with first-class shopping center standards. (j) Compliance with Law. (1) Existing Laws. If any Laws in existence as of the date of this Lease require an alteration or modification of the Premises (a "Code Modification") and such Code Modification (i)is not made necessary as a result of the specific use being made by Tenant of the Premises (as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant), and (ii) is not made necessary as a result of any alteration of the Premises by Tenant, then such Code Modification shall be performed by Landlord at Landlord's sole cost and expense. (2) Governmental Regulations— Landlord Responsibility. If, as a result of one or more Laws that are not in existence as of the date of this Lease,it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that (i) is not made necessary as a result of the specific use being made by Tenant of the Premises (as distinguished from an alteration or improvement which would be required to be made by the owner of any RETAIL LEASE,Page 8 building comparable to the Shopping Center irrespective of the use thereof by any particular occupant), and (ii) is not made necessary as a result of any alteration of the Premises by Tenant, such Code Modification shall be performed by Landlord and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. (3) Governmental Regulations— Tenant Responsibility. If, as a result of one or more Laws, it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that is made necessary as a result of the specific use being made by Tenant of the Premises or as a result of any alteration of the Premises by Tenant, such Code Modification shall be the sole and exclusive responsibility of Tenant in all respects; provided, however, Tenant shall have the right to retract its request to perform a proposed alteration in the event that the performance of such alteration would trigger the requirement for a Code Modification. 9. Assignment and Subletting. (a) Transfers. Except as provided in Section 9(h),Tenant shall not,without the prior written consent of Landlord, (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded,permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the Premises, or(6) permit the use of the Premises by any parties other than Tenant(any of the events listed in Section 9(a)(1) through 9(a)(6)being a"Transfer"). (b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided that the proposed transferee (1) is creditworthy, (2) has a good reputation in the business community, (3) will use the Premises only for the Permitted Use and will not use the Premises in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants, conditions and restrictions then affecting the Shopping Center, (4)does not engage in a business that competes with the business of any of the then-existing tenants of the Shopping Center, (5)does not have excessive parking requirements, (6)is not a governmental entity, or subdivision or agency thereof, (7)is not another occupant of the Shopping Center, (8)is in compliance with the regulations of the Office of Foreign Assets Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto; and (9) is not a person or entity with whom Landlord is then, or has been within the six month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Shopping Center or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its consent to any proposed Transfer if any Event of Default by Tenant then exists. (c) Request for Consent. At least 15 business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address of the proposed transferee and any entities and persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business and business history; its proposed use of the Premises;banking,financial,and other credit information;and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Within 30 days after written notice from Landlord, Tenant will reimburse Landlord for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer,not to exceed$2,500 per request for consent. (d) Conditions to Consent. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement expressly assuming Tenant's obligations hereunder;however, any transferee of less than all the Premises shall be liable only for obligations under this Lease that are properly RETAIL LEASE,Page 9 allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease; Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while any part of the Premises are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant instructs its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment by Subtenants. Each sublease hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease,Landlord may, at its option, take over all of the right,title and interest of Tenant,as sublandlord,under such sublease,and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease,except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any counterclaim, offset or defense of such subtenant against Tenant, (3) bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant has paid for more than the current month to Tenant, and all such rent shall remain due and owing, (4)bound by any security or advance rental deposit made by such subtenant which is not delivered to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or(5)obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically as a condition of its occupying or using any part of the Premises,to have agreed to be bound by the terms of this Section 9(e). (f) Cancellation. Landlord may, within 30 days after receipt of Tenant's written request for Landlord's consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises,then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to such portion of the Premises. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee(or to any other person)without liability to Tenant. (g) Additional Compensation. Tenant shall pay to Landlord, immediately upon receipt thereof, the excess of (1) all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third parties (i.e.,brokerage commissions and tenant finish work)in connection with such Transfer(such costs shall be amortized on a straight-line basis over the term of the Transfer in question)over(2)the Rent allocable to the portion of the Premises covered thereby. (h) Permitted Transfers. Notwithstanding Section 9(a), Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a"Permitted Transfer")to the following types of entities(a "Permitted Transferee")without the written consent of Landlord: (1) an Affiliate of Tenant; (2) any corporation,limited partnership,limited liability partnership,limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date hereof;or (3) any corporation,limited partnership,limited liability partnership,limited liability company or other business entity acquiring all or substantially all of Tenant's assets if such entity's RETAIL LEASE,Page 10 Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date hereof. Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises, the Shopping Center, Landlord or other tenants of the Shopping Center. No later than 30 days after the effective date of any Permitted Transfer, Tenant shall furnish Landlord with (A) copies of the instrument effecting such Permitted Transfer, (B) documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such Transfer, (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee, and (D) evidence of compliance with the regulations of OFAC and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto, including the name and address of the Permitted Transferee and any entities and persons who own, control or direct the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord's rights as to any subsequent Transfers. "Tangible Net Worth" means the excess of total assets over total liabilities,in each case as determined in accordance with generally accepted accounting principles consistently applied("GAAP"), excluding,however, from the determination of total assets all assets which would be classified as intangible assets under GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 9. 10. Insurance:Waivers: Subrogation: Indemnity. (a) Tenant's Insurance. Effective as of the earlier of(1)the date Tenant enters or occupies the Premises, or (2) the Commencement Date and continuing throughout the Term, Tenant shall maintain the following insurance policies: (A)commercial general liability insurance in amounts of$3,000,000 per occurrence or, following the expiration of the initial Term, such other amounts as Landlord from time to time reasonably requires (and, if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter [including liquor liability, if applicable] in such amounts as Landlord may reasonably require),insuring Tenant,Landlord,Landlord's property management company,Landlord's asset management company and, if requested in writing by Landlord, Landlord's Mortgagee, against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant's Off-Premises Equipment, (B) insurance covering the full value of all alterations and improvements and betterments in the Premises,naming Landlord and Landlord's Mortgagee as additional loss payees as their interests may appear, (C) insurance covering the full value of all furniture, trade fixtures and personal property (including property of Tenant or others)in the Premises or otherwise placed in the Shopping Center by or on behalf of a Tenant Party (including Tenant's Off-Premises Equipment), (D) contractual liability insurance sufficient to cover Tenant's indemnity obligations hereunder (but only if such contractual liability insurance is not already included in Tenant's commercial general liability insurance policy), (E) worker's compensation insurance, and (F) business interruption insurance in an amount reasonably acceptable to Landlord. The commercial general liability insurance to be maintained by Tenant may have a deductible of no more than $5,000 per occurrence; the property insurance to be maintained by Tenant may have a deductible of no more than$10,000 per occurrence; and, all other insurance to be maintained by Tenant shall have no deductible. Tenant's insurance shall provide primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage; Landlord's policy will be excess over Tenant's policy. Tenant shall furnish to Landlord certificates of such insurance at least ten days prior to the earlier of the Commencement Date or the date Tenant enters or occupies the Premises, and at least 15 days prior to each renewal of said insurance, and Tenant shall notify Landlord at least 30 days before cancellation of any such insurance policies. All such insurance policies shall be in form reasonably satisfactory to Landlord, and issued by companies with an A.M. Best rating of A+:VII or better. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein, and such failure continues for more than two business days after written notice from Landlord, Landlord, in addition to any RETAIL LEASE,Page 11 other remedy available pursuant to this Lease or otherwise, may,but shall not be obligated to,obtain such insurance and Tenant shall pay to Landlord within 30 days after written notice from Landlord,the premium costs thereof,plus an administrative fee of 15%of such cost. (b) Landlord's Insurance. Throughout the Term of this Lease,Landlord shall maintain,as a minimum, the following insurance policies: (1) property insurance for the Shopping Center's replacement value (excluding property required to be insured by Tenant), less a commercially reasonable deductible if Landlord so chooses, and(2)commercial general liability insurance in an amount of not less than$3,000,000. Landlord may,but is not obligated to,maintain such other insurance and additional coverages as it may deem necessary. The cost of all insurance carried by Landlord with respect to the Shopping Center shall be included in Insurance Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord's sole control,and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. (c) No Subrogation; Waiver of Property Claims. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance policy of the types described in this Section 10 that covers the Shopping Center, the Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such Loss (defined below). Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. Notwithstanding any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any party claiming by,through or under Tenant for(and Tenant hereby releases Landlord and its servants, agents, contractors, employees and invitees from any claim or responsibility for) any damage to or destruction,loss,or loss of use, or theft of any property of any Tenant Party located in or about the Shopping Center, caused by casualty, theft, fire, third parties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part. Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, any property of any Tenant Party located in or about the Shopping Center. (d) Indemnity. Subject to Section 10(c), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys' fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a "Loss") (1) occurring in or on the Shopping Center (other than within the Premises) to the extent caused by the negligence or willful misconduct of any Tenant Party, (2)occurring in the Premises, or(3)arising out of the installation,operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Shopping Center, including Tenant's Off-Premises Equipment. It being agreed that clauses (2) and (3) of this indemnity are intended to indemnify Landlord and its agents against the consequences of their own negligence or fault,even when Landlord or its agents are jointly, comparatively, contributively, or concurrently negligent with Tenant,and even though any such claim,cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents; however, such indemnity shall not apply to the sole or gross negligence or willful misconduct of Landlord and its agents. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived,diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party. (e) Cost of Landlord's Insurance. Tenant shall pay its Proportionate Share of the cost of the property and liability insurance carried by Landlord from time to time with respect to the Shopping Center (including all buildings, other improvements and the Common Area and Landlord's personal property used in connection therewith),which may include fire and extended coverage insurance(including extended and broad form coverage risks, mudslide, land subsidence, volcanic eruption, flood, earthquake and rent loss insurance) and comprehensive general public liability insurance and excess liability insurance, in such amounts and containing such RETAIL LEASE,Page 12 terms as Landlord deems necessary or desirable(collectively, "Insurance Costs"). Tenant will pay its Proportionate Share of Insurance Costs as a component of Tenant's payment of Tenant's Proportionate Share of the Retail Area Expenses,which shall be paid in accordance with Section 6(d). 11. Subordination;Attornment:Notice to Landlord's Mortgagee. (a) Subordination. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a "Mortgage"), or any ground lease, master lease, or primary lease (each, a "Primary Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee"). Any Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in recordable form if required, as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord's Mortgagee so elects,the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease. (b) Attornment. Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise, upon such party's request,and shall execute such agreements confirming such attornment as such party may reasonably request. (c) Notice to Landlord's Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (d) Landlord's Mortgagee's Protection Provisions. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's Mortgagee shall not be: (1) liable for any act or omission of any prior lessor(including Landlord); (2)bound by any Rent which Tenant has paid for more than the current month to any prior lessor(including Landlord), and all such rent shall remain due and owing; (3)bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval,except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the loan documents between Landlord and Landlord's Mortgagee; (5) subject to the defenses which Tenant might have against any prior lessor(including Landlord); and(6) subject to the offsets which Tenant might have against any prior lessor (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B) relate to periods of time following the acquisition of the Shopping Center by Landlord's Mortgagee, and (C) Tenant has provided written notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Shopping Center. Nothing in this Lease shall be construed to require Landlord's Mortgagee to see to the application of the proceeds of any loan,and Tenant's agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan. 12. Rules and Regulations. Tenant shall comply with the rules and regulations of the Shopping Center which are attached hereto as Exhibit F. Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Shopping Center and related facilities, provided that such changes are applicable to all tenants of the Shopping Center, will not unreasonably interfere with Tenant's use of the Premises and are enforced by Landlord in a non-discriminatory manner. Tenant shall be responsible for the compliance with such rules and regulations by each Tenant Party. RETAIL LEASE,Page 13 13. Condemnation. (a) Total Taking. If the entire Shopping Center or Premises are taken by right of eminent domain or conveyed in lieu thereof(a"Taking"),this Lease shall terminate as of the date of the Taking. (b) Partial Taking - Tenant's Rights. If any part of the Shopping Center or Premises becomes subject to a Taking and such Taking will prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking, and Minimum Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, then Minimum Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking. (c) Partial Taking - Landlord's Rights. If any material portion, but less than all, of the Shopping Center becomes subject to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord's Mortgagee, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking, and Minimum Rent, Additional Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, then Minimum Rent and Additional Rent shall abate as provided in the last sentence of Section 13(bl. (d) Temporary Taking. If all or any portion of the Premises becomes subject to a Taking for a limited period of time, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease,including the payment of Minimum Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary Taking, at Tenant's sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that Tenant shall be entitled to receive the portion of such award which(1)compensates Tenant for its loss of use of the Premises within the Term and (2) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section. (e) Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the land on which the Shopping Center is situated, the Shopping Center, and other improvements taken;however, Tenant may separately pursue a claim(to the extent it will not reduce Landlord's award) against the condemnor for the value of Tenant's personal property which Tenant is entitled to remove under this Lease, moving costs,loss of business,and other claims it may have. 14. Fire or Other Casualty. (a) Repair Estimate. If the Premises or the Shopping Center are damaged by fire or other casualty (a"Casualty"), Landlord shall, within 90 days after such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice")of the time needed to repair the damage caused by such Casualty. (b) Tenant's Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within 270 days after the commencement of repairs (the "Repair Period"), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. (c) Landlord's Rights. If a Casualty damages the Premises or a material portion of the Shopping Center and (1) Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period, (2) the damage to the Premises exceeds 50% of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, and such damage occurs during the last two years of the Term, (3)regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord's insurance policies plus RETAIL LEASE,Page 14 applicable deductibles (provided that Landlord carries the insurance required hereunder) or Landlord makes a good faith determination that restoring the Shopping Center would be uneconomical, or (4) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord's Mortgagee such that the remaining insurance proceeds are insufficient to cover the costs of restoration, then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. (d) Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall,within a reasonable time after such Casualty,begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty;however, Landlord shall not be required to repair or replace any alterations or betterments within the Premises (which shall be promptly and with due diligence repaired and restored by Tenant at Tenant's sole cost and expense) or any furniture, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Shopping Center, and Landlord's obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question(plus applicable deductible amounts). If this Lease is terminated under the provisions of this Section 14, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease). (e) Continuance of Tenant's Business; Rental Abatement. Tenant agrees that during any period of reconstruction or repair of the Premises it will continue the operation of its business within the Premises to the extent practicable,and Minimum Rent and Additional Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord's repairs(or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless the gross negligence or willful misconduct of a Tenant Party caused such damage,in which case,Tenant shall continue to pay Rent without abatement. 15. Taxes. (a) Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises or in or on the Building or Shopping Center. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landlord elects to pay the same, or if the assessed value of Landlord's property is increased by inclusion of such personal property,furniture or fixtures and Landlord elects to pay the taxes based on such increase,then Tenant shall pay to Landlord, within 30 days following written request therefor, the part of such taxes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment, and thereafter diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure of the Shopping Center or interest of Landlord therein or impose any fee or penalty against Landlord. Tenant, and not Landlord, shall pay, when due and payable, the Florida State Sales Tax and any other sales or excise tax or assessment now or hereafter levied or assessed upon or against Tenant's or Landlord's interest in the Rent to be paid under this Lease, or any portion thereof, or Landlord's interest in this Lease or its income therefrom. Should the appropriate taxing authority require that any such sales or excise tax and/or assessment be collected by Landlord for or on behalf of such taxing authority, then such sales or excise tax and/or assessment shall be paid by Tenant to Landlord, as Additional Rent, in accordance with the terms of any written notice from Landlord to Tenant to such effect. (b) Taxes . Tenant shall pay its Proportionate Share of all taxes, assessments and governmental charges of any kind and nature whatsoever levied or assessed against the Shopping Center, and any other charges, taxes and/or impositions now in existence or hereafter imposed by any governmental authority based upon the privilege of renting the Premises or upon the amount of rent collected therefor, whether they be by taxing districts or authorities presently taxing the Shopping Center or by others subsequently created or otherwise (collectively, "Taxes"). Taxes shall also be deemed to include any special taxing district assessment which is imposed in order to fund public facilities for the area in which the Shopping Center is located. Taxes shall not RETAIL LEASE,Page 15 include federal and state taxes on income; however, if the present method of taxation changes so that,in lieu of or in addition to the whole or any part of any Taxes,there is levied on Landlord a capital tax, sales tax,or use tax directly on the rents received or a franchise tax, assessment or charge based, in whole or in part, upon such rents for the Shopping Center, then all such taxes, assessments and charges, or the part thereof so based, shall be deemed to be included within the term"Taxes" for purposes hereof. For property tax purposes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Shopping Center, and all rights to receive notices of reappraisement. Tenant will pay its Proportionate Share of Taxes as a component of Tenant's payment of Tenant's Proportionate Share of the Retail Area Expenses,which shall be paid in accordance with Section 6(d). (c) Tag Consultant, Contest of Taxes by Landlord. Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Shopping Center. Tenant shall pay to Landlord upon demand from time to time,as Additional Rent,Tenant's Proportionate Share of the reasonable cost of such service. Additionally,Landlord shall have the right to contest any tax assessment,valuation or levy against the Shopping Center, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and Tenant shall pay upon demand Tenant's Proportionate Share of any reasonable fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Shopping Center or portions thereof whether or not such contest is successful. If such contest results in a refund of Taxes in any year, Tenant shall be entitled to receive its Proportionate Share of such refund, pro-rated for the period with respect to which Tenant paid its share of Taxes for such year, after deducting from the refund all reasonable fees, expenses and costs incurred by Landlord in such contest. 16. Events of Default. Each of the following occurrences shall be an"Event of Default": (a) Payment Default. Tenant's failure to pay Rent within three business days of the date due,which failure continues for five days after Landlord has delivered written notice to Tenant that the same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent within three business days of the date due and,during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure to pay Rent on one or more occasions. (b) Abandonment. Tenant(1) abandons or vacates the Premises or any substantial portion thereof or(2)fails to continuously operate its business in the Premises for the Permitted Use set forth herein. (c) Attachment. If any execution,levy, attachment,or other process of law shall occur upon Tenant's goods,fixtures or interest in the Premises. (d) Estoppel. Tenant fails to provide any estoppel certificate after Landlord's written request therefor pursuant to Section 24(e) and such failure shall continue for five days after Landlord's second written notice thereof to Tenant. (e) Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 10(a). (f) Mechanic's Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic's lien filed against the Premises or the Shopping Center for any work performed, materials furnished or obligation incurred by or at the request of Tenant,within the time and in the manner required by Section 7(d). (g) Other Defaults. Tenant's failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of more than 30 days after Landlord has delivered to Tenant written notice thereof; however, if such failure cannot be cured within such 30-day period (thus excluding, for example, Tenant's obligation to provide Landlord evidence of Tenant's insurance coverage) and Tenant commences to cure such failure within such 30-day period and thereafter diligently pursues such cure to completion,then such failure shall not be an Event of Default unless it is not fully cured within an additional 30 days after the expiration of the 30-day period. RETAIL LEASE,Page 16 (h) Insolvency. The filing of a petition by or against Tenant (the term "Tenant" shall include,for the purpose of this Section 16(h),any guarantor of Tenant's obligations hereunder)(1)in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Tenant's interest in this Lease; (4)for the reorganization or modification of Tenant's capital structure;or(5)in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after the filing thereof. 17. Remedies. Upon any Event of Default,Landlord may,in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,take any one or more of the following actions: (a) Termination of Lease. Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to Landlord the sum of(1) all Rent accrued hereunder through the date of termination, (2) all amounts due under Section 18(a), and(3) an amount equal to (A)the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the "Prime Rate" as published on the date this Lease is terminated by The Wall Street Journal, Southeast Edition,in its listing of "Money Rates" minus one percent, minus (B) the then present fair rental value of the Premises for such period, similarly discounted; (b) Termination of Possession. Terminate Tenant's right to possess the Premises without terminating this Lease by giving written notice thereof to Tenant,in which event Tenant shall pay to Landlord(1)all Rent and other amounts accrued hereunder to the date of termination of possession, (2) all amounts due from time to time under Section 18(a), and (3) all Rent and other net sums required hereunder to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the Premises during such period, after deducting all reasonable costs incurred by Landlord in reletting the Premises. If Landlord elects to proceed under this Section 17(b), Landlord may remove all of Tenant's property from the Premises and store the same in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, without becoming liable for any loss or damage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sole reasonable discretion may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of,the Premises); however,Landlord shall not be obligated to relet the Premises before leasing other portions of the Building or Shopping Center and Landlord shall not be obligated to accept any prospective tenant unless such proposed tenant meets all of Landlord's leasing criteria. Landlord shall not be liable for,nor shall Tenant's obligations hereunder be diminished because of,Landlord's failure to relet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant's obligations hereunder for the unexpired Term; rather, Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant, without the necessity of Landlord's waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 17(b). If Landlord elects to proceed under this Section 17(b), it may at any time elect to terminate this Lease under Section 17(a); (c) Perform Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease (and enter upon the Premises in connection therewith if necessary) in Tenant's name and on Tenant's behalf, without being liable for any claim for damages therefor, except to the extent caused by Landlord's gross negligence or willful misconduct in performing such obligation, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease (including,but not limited to, collection costs and legal expenses),plus interest thereon at the Default Rate; (d) Suspension of Services. Suspend any services required to be provided by Landlord hereunder without being liable for any claim for damages therefor; RETAIL LEASE,Page 17 (e) Distress for Rent. Institute a distress for rent action and obtain a distress writ under Section 83.11 through 83.19,Florida Statutes;or (f) Alteration of Locks. Additionally,with or without notice,and to the extent permitted by Law, Landlord may alter locks or other security devices at the Premises to deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access to Tenant. 18. Payment by Tenant;Non-Waiver; Cumulative Remedies. (a) Payment by Tenant. Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord(including court costs and reasonable attorneys'fees and expenses)in(1)obtaining possession of the Premises, (2)removing and storing Tenant's or any other occupant's property, (3)repairing,restoring,altering, remodeling,or otherwise putting the Premises into the condition required at the expiration of the Term, (4)if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including reasonable brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (5) performing Tenant's obligations which Tenant failed to perform, and (6) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the default. To the full extent permitted by law, Landlord and Tenant agree the federal and state courts of the state in which the Shopping Center is located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties' rights and obligations under this Lease. (b) No Waiver. Landlord's acceptance of Rent following an Event of Default shall not waive Landlord's rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord's rights regarding any future violation of such term. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (c) Cumulative Remedies. Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies Landlord may have at law or in equity, (2)shall be cumulative,and(3)may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future. (d) Tenant Waiver. Tenant hereby expressly, unconditionally and irrevocably waives all constitutional, statutory or common law bonding requirements including the requirement under Section 83.12, Florida Statutes that Landlord file a bond payable to Tenant;it being the intention of the parties that no bond shall be required in any distress action. 19. Landlord's Lien. In addition to any statutory landlord's lien, now or hereafter enacted, Tenant grants to Landlord, to secure performance of Tenant's obligations hereunder, a security interest in all of Tenant's property situated in or upon, or used in connection with, the Premises or the Shopping Center, and all proceeds thereof (except merchandise sold in the ordinary course of business) (collectively, the "Collateral"), and the Collateral shall not be removed from the Premises or the Shopping Center without the prior written consent of Landlord until all obligations of Tenant have been fully performed. Such personalty thus encumbered includes specifically all trade and other fixtures for the purpose of this Section 19 and inventory, equipment, contract rights, accounts receivable and the proceeds thereof. Upon the occurrence of an Event of Default, Landlord may, in addition to all other remedies, without notice or demand except as provided below, exercise the rights afforded to a secured party under the Uniform Commercial Code of the state in which the Premises are located(the "UCC"). To the extent the UCC requires Landlord to give to Tenant notice of any act or event and such notice cannot be validly waived before a default occurs, then five days'prior written notice thereof shall be reasonable notice of the act or event. In order to perfect such security interest, Landlord may file any financing statement or other instrument necessary at Tenant's expense at the state and county Uniform Commercial Code filing offices. Tenant grants to Landlord a power of attorney to execute and file any financing statement or other necessary instrument to perfect Landlord's security interest under this Section 19, which power is coupled with an interest and is irrevocable during RETAIL LEASE,Page 18 the Term. Landlord may also file a copy of this Lease as a financing statement to perfect its security interest in the Collateral. Within ten days following written request therefor, Tenant shall execute financing statements to be filed of record to perfect Landlord's security interest in the Collateral. 20. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, free of Hazardous Materials placed on the Premises during the Term, broom-clean, reasonable wear and tear (and condemnation and Casualty damage not caused by Tenant, as to which Sections 13 and 14 shall control) excepted, and shall deliver to Landlord all keys to the Premises. Provided that no default by Tenant then exists under this Lease, Tenant may remove all unattached trade fixtures(which, for purposes of this sentence, shall not include carpeting,floor coverings,attached shelving,lighting fixtures, wall coverings, or similar improvements), furniture, and personal property placed in the Premises or elsewhere in the Shopping Center by Tenant(but Tenant may not remove any such item which was paid for,in whole or in part,by Landlord or any wiring or cabling unless Landlord requires such removal). Additionally, Tenant shall remove such alterations, additions, improvements, trade fixtures, personal property, signs, equipment, wiring, conduits, cabling and furniture (including Tenant's Off-Premises Equipment)as Landlord requests;however, Tenant shall not be required to remove any addition or improvement to the Premises or the Shopping Center if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair all damage caused by such removal. All items not so removed shall, at Landlord's option,be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items; any such disposition shall not be considered a strict foreclosure or other exercise of Landlord's rights in respect of the security interest granted under Section 19. The provisions of this Section 20 shall survive the end of the Term. 21. Holding Over. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at sufferance and (a) Tenant shall pay, in addition to the other Rent, Minimum Rent equal to 150% of the Rent payable during the last month of the Term, and (b) Tenant shall otherwise continue to be subject to all of Tenant's obligations under this Lease. The provisions of this Section 21 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender,and any lost profits to Landlord resulting therefrom. 22. Certain Rights Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises,Landlord shall have the following rights: (a) Shopping Center Operations. To decorate and to make inspections,repairs,alterations, additions, changes, or improvements,whether structural or otherwise,in and about the Shopping Center, or any part thereof; to enter upon the Premises (after giving Tenant reasonable notice thereof, which may be oral notice, except in cases of real or apparent emergency, in which case no notice shall be required)and,during the continuance of any such work, to temporarily close doors, entryways,public space, and corridors in the Shopping Center; to interrupt or temporarily suspend Shopping Center services and facilities; to change the name of the Shopping Center; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms,or other public parts of the Shopping Center; (b) Security. To take such reasonable measures as Landlord deems advisable for the security of the Shopping Center and its occupants; evacuating the Shopping Center for cause, suspected cause, or for drill purposes;temporarily denying access to the Shopping Center;and closing the Shopping Center after normal business hours and on Sundays and holidays, subject, however,to Tenant's right to enter when the Shopping Center is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time; (c) Prospective Purchasers and Lenders. To enter the Premises at all reasonable hours, upon reasonable prior notice,to show the Premises to prospective purchasers or lenders;and RETAIL LEASE,Page 19 (d) Prospective Tenants. At any time during the last 12 months of the Term (or earlier if Tenant has notified Landlord in writing that it does not desire to renew the Term) or at any time following the occurrence of an Event of Default which remains uncured, to enter the Premises at all reasonable hours, upon reasonable prior notice,to show the Premises to prospective tenants. 23. Substitution Space. Landlord may, at Landlord's expense, relocate Tenant within the Shopping Center to space which is comparable in size, utility and condition to the Premises. If Landlord relocates Tenant, Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving Tenant's furniture, equipment, and supplies from the Premises to the relocation space and for reprinting Tenant's stationery of the same quality and quantity as Tenant's stationery supply on hand immediately before Landlord's notice to Tenant of the exercise of this relocation right. Upon such relocation, Landlord's depiction of the relocation space shall be substituted as Exhibit A hereto and such relocation space shall be deemed to be the Premises and the terms of this Lease shall remain in full force and shall apply to the relocation space. No amendment or other instrument shall be necessary to effectuate the relocation contemplated by this Section; however,if requested by Landlord, Tenant shall execute an appropriate amendment document within ten business days after Landlord's written request therefor. If Tenant fails to execute such relocation amendment within such time period, or if Tenant fails to relocate within the time period stated in Landlord's relocation notice to Tenant(or, if such relocation space is not available on the date specified in Landlord's relocation notice,as soon thereafter as the relocation space becomes available and is tendered to Tenant in the condition required by this Lease), then, in addition to Landlord's other remedies set forth in this Lease, at law and/or in equity, Landlord may terminate this Lease by notifying Tenant in writing thereof at least 60 days prior to the termination date contained in Landlord's termination notice. Time is of the essence with respect to Tenant's obligations under this Section. 24. Miscellaneous. (a) Landlord Transfer. Landlord may transfer any portion of the Shopping Center and any of its rights under this Lease. If Landlord assigns its rights under this Lease,then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer,provided that the assignee assumes in writing Landlord's obligations hereunder arising from and after the transfer date. (b) Landlord's Liability. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Shopping Center (including the Common Area) shall be limited to Tenant's actual direct,but not consequential, damages therefor and shall be recoverable only from the interest of Landlord in the Shopping Center, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. The provisions of this Section shall survive any expiration or termination of this Lease. (c) Force Majeure. Other than for Tenant's obligations under this Lease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time,any delays due to strikes,riots,acts of God, shortages of labor or materials, war, terrorist acts or activities, governmental laws, regulations, or restrictions,or any other causes of any kind whatsoever which are beyond the control of such parry. (d) Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease,other than Katz&Associates,broker for Landlord,whose commission shall be paid by Landlord pursuant to a separate written agreement. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys' fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by,through,or under the indemnifying party. (e) Estoppel Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten days after Landlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord's Mortgagee or a prospective purchaser or mortgagee of the Shopping Center, RETAIL LEASE,Page 20 the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit H. If Tenant does not deliver to Landlord the certificate signed by Tenant within such required time period, Landlord, Landlord's Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts: (1) this Lease is in full force and effect; (2) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord; (3)not more than one monthly installment of Minimum Rent and other charges have been paid in advance; (4) there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges;and(5)Landlord is not in default under this Lease. In such event,Tenant shall be estopped from denying the truth of the presumed facts. (f) Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (1) mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2) hand delivered to the intended addressee, (3) sent by a nationally recognized overnight courier service, or (4) sent by facsimile transmission during normal business hours followed by a confirmatory letter sent in another manner permitted hereunder. All notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision. (g) Separability. If any clause or provision of this Lease is illegal, invalid,or unenforceable under present or future laws,then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid,or unenforceable clause or provision as may be possible and be legal,valid,and enforceable. (h) Amendments; Binding Etfect; No Electronic Records. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms hereof. Landlord and Tenant hereby agree not to conduct the transactions or communications contemplated by this Lease by electronic means, except by facsimile transmission as specifically set forth in Section 24(fl; nor shall the use of the phrase "in writing" or the word "written" be construed to include electronic communications except by facsimile transmissions as specifically set forth in Section 24(fl. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and,other than Landlord's Mortgagee,no third party shall be deemed a third party beneficiary hereof. (i) Quiet Enjoyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and conditions of this Lease. (j) No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds,directly or indirectly,this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. (k) No Offer. The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant. (1) Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease,no representations,warranties,or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto. RETAIL LEASE,Page 21 (m) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. (n) Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located. (o) Recording. Tenant shall not record this Lease or any memorandum of this Lease without the prior written consent of Landlord,which consent may be withheld or denied in the sole and absolute discretion of Landlord and any recordation by Tenant shall be a material breach of this Lease. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument of record that was recorded without the prior written consent of Landlord. (p) Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage,water damage or mold in or about the Premises or Shopping Center, Tenant shall promptly notify Landlord thereof in writing. (q) Joint and Several Liability. If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for Tenant's obligations under this Lease. All unperformed obligations of Tenant hereunder not fully performed at the end of the Term shall survive the end of the Term, including payment obligations with respect to Rent and all obligations concerning the condition and repair of the Premises. (r) Financial Reports. Within 15 days after Landlord's request, Tenant will furnish Tenant's most recent audited financial statements(including any notes to them)to Landlord, or,if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those,Tenant's internally prepared financial statements. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to Landlord Tenant's most recent annual and quarterly reports. Landlord will not disclose any aspect of Tenant's financial statements that Tenant designates to Landlord as confidential except (1) to Landlord's Mortgagee or prospective mortgagees or purchasers of the Shopping Center, (2) in litigation between Landlord and Tenant, and/or (3) if required by court order. Tenant shall not be required to deliver the financial statements required under this Section 24(r) more than once in any 12-month period unless requested by Landlord's Mortgagee or a prospective buyer or lender of the Shopping Center or an Event of Default occurs. (s) Landlord's Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord's reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys', engineers' or architects' fees, within ten days after Landlord's delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action. (t) Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services companies, shall have no right of access to and within the Shopping Center, for the installation and operation of telecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any other transmission systems ("Telecommunications Services"), for part or all of Tenant's telecommunications within the Shopping Center and from the Shopping Center to any other location without Landlord's prior written consent, not to be unreasonably withheld. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Shopping Center, applicable Laws and Landlord's policies and practices for the Shopping Center. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or RETAIL LEASE,Page 22 facilities relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services. (u) Confidentiality. Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord's benefit, and may not be disclosed by Tenant to anyone,by any manner or means, directly or indirectly, without Landlord's prior written consent; however, Tenant may disclose the terms and conditions of this Lease if required by Law or court order, to its attorneys, accountants, employees and existing or prospective financial partners provided same are advised by Tenant of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof(in each case,prior to disclosure). Tenant shall be liable for any disclosures made in violation of this Section by Tenant or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure. (v) Intentionally Deleted. (w) Authority. Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located,that Tenant has full right and authority to execute and deliver this Lease,and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants to Tenant that Landlord is a duly formed and existing entity qualified to do business in the state in which the Premises are located,that Landlord has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so. (x) Hazardous Materials. The term "Hazardous Materials" means any substance, material, or waste which is now or hereafter classified or considered to be hazardous,toxic, or dangerous under any Law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Shopping Center. Tenant shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Premises or the Shopping Center except in a manner and quantity necessary for the ordinary performance of Tenant's business, and then in compliance with all Laws. If Tenant breaches its obligations under this Section 24(x), Landlord may immediately take any and all action reasonably appropriate to remedy the same,including taking all appropriate action to clean up or remediate any contamination resulting from Tenant's use, generation, storage or disposal of Hazardous Materials. Tenant shall not undertake, nor shall Tenant permit any Tenant Party to undertake, any invasive investigation,drilling or sampling of the soil or groundwater at the Premises or the Shopping Center without the prior written consent of Landlord, which consent shall be in Landlord's sole discretion. Notwithstanding anything contained in Section 10(d), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys' fees and cost of clean up and remediation) arising from Tenant's failure to comply with the provisions of this Section 24(x). This indemnity provision shall survive termination or expiration of this Lease. (y) List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference. RETAIL LEASE,Page 23 Exhibit A- Outline of Premises Exhibit B - Description of Shopping Center Exhibit C- Certain Common Area Costs Exhibit D- Tenant Finish-Work Exhibit E- Sign Criteria Exhibit F- Shopping Center Rules and Regulations Exhibit G- Form of Confirmation of Commencement Date Letter Exhibit H- Form of Tenant Estoppel Certificate Exhibit I- Prohibited Uses Exhibit J- Guaranty Exhibit K- Renewal Option (z) Prohibited Persons and Transactions. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall at all times during the Term (including any extension thereof) remain in compliance with the regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List)and any statute,executive order(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism),or other governmental action relating thereto. (aa) Radon Notice. Florida Statutes 404.056: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. 25. Other Provisions. (a) Guaranty. As additional consideration for Landlord to enter into this Lease,Tenant shall cause Guarantor (as defined in Exhibit J) to execute the guaranty, attached hereto as Exhibit J and Tenant shall deliver same to Landlord contemporaneously with Tenant's execution hereof. Tenant's failure to deliver such guaranty as required in the preceding sentence shall be an automatic Event of Default under this Lease, with no notice being necessary to Tenant, and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder, as well as at law or in equity. Additionally, if Tenant fails to deliver such guaranty, Landlord, notwithstanding anything to the contrary contained in this Lease, (1) shall not be required to perform any tenant improvement work in the Premises, (2) shall not be required to make any reimbursements or allowances in connection with any tenant improvement work, (3) shall not be required to pay any brokerage commissions to the broker or brokers representing Tenant in connection with this Lease(and Tenant shall indemnify Landlord against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under Tenant), (4) may terminate this Lease by providing Tenant five days advance written notice thereof, and (5) shall not be required to honor any renewal rights set forth in this Lease, if any. (b) Warranty of HVAC. Landlord warrants the major components of the heating, ventilation, and air conditioning system cxisting on the Premises as of the Lease Date (i.e., compressor, heater, coil, and the like) shall be in good working order for the first 30 days of the Term of this Lease, subject to Tenant's regular maintenance obligations. For the purposes of this paragraph, major component work shall not include any work whose cost is ${250} or less per occurrence. Landlord's liability hereunder shall not exceed $44,QW472 000 Landlord shall have no liability hereunder(1)for repairs necessitated by the acts or omissions of Tenant or any other Tenant Party, or (2) if Tenant fails to enter into a contract with a reputable contractor for the maintenance of the heating,ventilation and air conditioning system. RETAIL LEASE,Page 24 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE,AND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER,WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank,this Lease shall be deemed executed as of the date first written above. LANDLORD: CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS,L.L.C.,a Delaware limited liability WITNESSES: company By: PSREG Las Ventanas,LLC, Printed Name a Georgia limited liability company, its manager Printed Name By: Pollack Shores Real Estate Group,LLC, a Georgia limited liability company, its manager By: Name:- Title:- TENANT: ame:_Title:TENANT: TOKIO INC.,a Florida corporation By: Name:- WITNESSES: ame:_WITNESSES: Title:_ Printed Name Printed Name RETAIL LEASE,Page 25 EXHIBIT A OUTLINE OF PREMISES This Exhibit is attached to this Lease solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation, warranty or agreement by Landlord as to any information shown hereon or that the Shopping Center or stores be exactly as indicated hereon. r h RETAIL PARKING GARAGE e1 3 FLOOR'S OF PARKING 300 PARKING SPACES T" , M�Y41FkS MOg+g E a, Its k ..,... ............. EXHIBIT A,Outline of Premises—Page 1 EXHIBIT B DESCRIPTION OF SHOPPING CENTER All of Las Ventanas according to the plat thereof as recorded in Plat Book 110, Page 89 and 90, Public Records of Palm Beach County,Florida. EXHIBIT B,Description of Shopping Center—Page 1 EXHIBIT C CERTAIN COMMON AREA COSTS 1. All expenses related to the ownership, operation, maintenance, management (including management fees), equipping, repair or security of the Shopping Center, including salaries, taxes, insurance, and employee benefits; 2. All supplies and materials used in the operation, maintenance or repair of the Shopping Center, including any exterior landscaping and holiday decorations; 3. Costs of utilities for the Common Area of the Shopping Center, including the cost of water and power for heating,lighting,air conditioning and ventilating,and operating fountains; 4. All expenses related to the repair, service, or maintenance of the Shopping Center and the equipment therein, including roof repairs and replacement, window cleaning,plumbing and electrical repair, HVAC and sprinkler system maintenance and repair, signage maintenance and repair, pest control, plate glass repair and replacement,elevator maintenance and janitorial service; 5. All capital expenditures related to the ownership, operation, maintenance and repair of the Shopping Center, including those incurred to effect a reduction in the operating expenses of the Shopping Center or which relate to a capital item installed pursuant to any Law, reserves for replacement of capital items and depreciation of machinery and equipment used in connection with the Shopping Center and its maintenance;and 6. Costs of cleaning, landscaping, snow and ice removal, painting, policing, providing security (if Landlord elects to provide security), fire protection, drainage, striping, repair and replacement of parking surfaces, and of complying with Laws enacted or effective after the date hereof(or interpretations hereafter rendered with respect to any existing Law). EXHIBIT C,Certain Common Area Costs—Page 1 EXHIBIT D TENANT FINISH-WORK:AS-IS Tenant hereby accepts the Premises in their "AS-IS" condition, and Landlord shall have no obligation to perform any work therein (including demolition of any improvements existing therein or construction of any tenant finish-work or other improvements therein), and shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein, except as set forth below. Before Tenant may occupy the Premises to conduct its business therein, Tenant shall, at its expense, obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the Premises. Notwithstanding the foregoing. Tenant may install a new HVAC unit serving the Premises (the "HVAC Work") using licensed contractors and subcontractors reasonably approved by Landlord for such installation. All contractors and subcontractors shall be required to procure and maintain insurance against such risks_ in such amounts, and with such companies as Landlord may reasonably reduire. Tenant shall pay the entire cost of the HVAC (including installation costs) in excess of the HVAC Allowance (as hereafter defined). The HVAC installation shall (i) be performed in a good and workmanlike manner free of defects_ (ii) conform to Plans and specifications approved in writing by Landlord, and (iii) comply with all applicable laws, ordinances and governmental regulations. Landlord aaees to provide an allowance to Tenant not to exceed$12290.00 (the "HVAC Allowance")to be applied toward the cost of the HVAC Work. Landlord shall pay to Tenant the HVAC Allowance in a sin lie disbursement within thirty (30) days following receipt by Landlord of the following items: (i) a written request for payment together with paid invoices evidencing the amount requested_ and (ii) final lien waivers from allerp sons performing the HVAC Work or sub In wing or fabricating materials for the HVAC Work_ fully executed_ acknowledged and in recordable form. The HVAC Allowance must be used(that is.the HVAC Work must be fully_ complete and the HVAC Allowance disbursed)within sixty(60)days following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto_time being of the essence with respect hl ereto. EXHIBIT D,Tenant Finish-Work: -Page 1 EXHIBIT E SIGN CRITERIA Building,Window and Door Signage: 1. Wall signs to be internally-illuminated cabinet signs with "push-thru" graphics and decorative moldings/embellishments per Art Sign Company drawing#09-07-06-247, Sheet#4 (front signs), and drawing #09-07-06-247, Sheet#6(rear signs). 2. Sign cabinet depth to be 8" excluding 3. Front signs to be a maximum of one (1) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 4. Rear signs to be a maximum of one-half (0.5) square foot per linear foot of storefront lease space, square footage calculated exclusive of moldings/embellishments. 5. Moldings/embellishments fabricated from V thick Sintra brand PVC. 6. Sign cabinet fabricated from heliarc-welded aluminum angle internal frame with external .125 aluminum face and sides. 7. All graphics computer-routed into aluminum face with matching computer-routed 3/4' thick clear acrylic inserted into the routed aluminum voids in the face,creating a"push-thru"appearance. 8. 3M brand#3630-33 red translucent vinyl graphic film to be applied to the faces of the 3/4' acrylic "push-thru" graphics. 9. Tenant graphics to be in the font of the tenants'choice. 10. Logos are not to exceed 20%of the sign face area. 11. Aluminum sign face and sides to be in texturized stucco-like finish Sherwin-Williams#6140 Moderate White, 12. Sintra brand PVC moldings/embellishments to be in texturized stucco-like finish to match brown paint of building trim. 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L. compliant conduit and raceways concealed within the sign cabinet. 14. All fabrication, installation and wiring to meet or exceed all applicable building and electrical codes and all U.L.requirements and specifications. 15. Window graphics may be black or white die-cut vinyl lettering only. Any window graphics should be limited to a maximum of 6 inch tall lettering and limited to no more than 10% of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval, City approval,and permit. 17. No signage is to be allowed on awnings. 18. Stacked font is allowed,permitted that stacked copy will fit within the designated sign band and will not appear crowded,look inappropriate,or out of scale and character with adjacent signage. EXHIBIT E, Sign Criteria—Page 1 Prohibited Skins: A. Animated/fluttering signs B. Balloons C. Bus bench signs D. Festoons E. Flashing signs F. Roof signs G. Rotating signs H. Signs that swing L Sidewalk signs(sandwich/"A"frame) J. Portable signs K. Exposed neon tubing signs L. Signs that obstruct free ingress to or egress from a door,window,fire escape or other required exit or entrance. M. Snipe signs or signs attached to or painted on fire escapes, television antennas, satellite dishes, utility poles or any other associated structure. N. Signs which emit odors, sounds, smoke,vapor or other visible matter. O. Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners(unless approved pursuant to Chapter 21) Q. Off premises signs, except those permitted under Chapter 21, Article 111, Section 6 (Special Signs) or Chapter 22,Article 11, Section 7,Paragraph O(Neighborhood Identification Signs). R. Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated, an illuminated sign, meeting the other requirements of this chapter, may be used provided no illumination is shown between the hours of 9:00 p.m.and 7:00 a.m.the following day. S. Bill boards T. Non-geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated. U. Painted wall signs V. Pylon signs W. Any other sign prohibited by the City of Boynton Beach EXHIBIT E, Sign Criteria—Page 2 EXHIBIT F SHOPPING CENTER RULES AND REGULATIONS The following rules and regulations shall apply to Tenant's use of Premises and the Shopping Center, and the appurtenances thereto: 1. OPERATION. Tenant shall conduct its business in the Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first-class shopping center. 2. BUSINESS HOURS. Tenant will remain open for business Monday through Saturday from 10:00 a.m. to 6 p.m., plus any additional hours for the Shopping Center as set by the Landlord from time to time. Tenant may also remain open for any additional hours desired by Tenant, subject to Landlord approval. 3. WINDOW TREATMENTS. No curtains, draperies, blinds, shades, window tinting, or screens shall be attached to or hung or used in connection with any window or door of the Premises without prior consent of the Landlord. Curtains, draperies,blinds, shades or screens must be of a quality,type, design and color approved by Landlord.Further,all draperies, shades or screens shall have a natural color or fabric facing exterior window views. 4. DELIVERIES. All deliveries or shipments of any kind to and from the Premises shall be made in a manner directed by Landlord with no exceptions. Failure to abide by this rule could result in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Landlord harmless from and against any costs in connection with Tenant's violation of this restriction. Loading and unloading of merchandise, supplies and other goods, shall be made only by way of the rear of the Premises at a location designated by Landlord, and only at such times designated for such purpose by Landlord;trailers and/or trucks servicing the Demised Premises may only park in portions of the Shopping Center designated for such purpose by Landlord, and only while actively loading/unloading. In no event may any trucks be parked in a manner which may interfere with the use of the Common Area or any pedestrian or vehicular access. 5. RADIO, TELEVISION, EXTERIOR NOISE. No radio, television, phonograph or other devices, or aerial attached thereto (inside or outside the Premises) shall be installed without first obtaining in each instance the Landlord's written consent;and if such consent be given,unless otherwise approved,no such device shall be used in a manner so as to be heard or seen outside of the Premises,and no advertising medium shall be used which can be seen, heard or experienced outside the Premises, including,but not limited to, flashing lights and searchlights. If any live music is played in the Premises, same shall be performed in a manner so as not to be heard outside of the Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Premises. 6. AREAS ADJOINING PREMISES. Tenant shall keep the areas immediately adjoining the Premises in the front and at the rear of the Premises, including any portion of the Common Area where Tenant is given the right to use for a sales or service area, clean and free from dirt and rubbish, and Tenant shall not place, suffer or permit any obstructions or property in such areas or in any area outside of the Premises. 7. MAINTENANCE. Tenant will maintain the Premises at its own expense in a clean, orderly and sanitary condition and free of unreasonable odors, insects, rodents, vermin, and other pests; will not burn or permit undue accumulation of garbage, trash, rubbish and other refuse, and will remove the same from the Premises to compactors or other receptacles provided by Landlord, and will keep such refuse in proper containers on the interior of the Premises until so removed from the Premises.Tenant shall keep the entry and exit ways immediately adjoining the Premised clean and shall not place or permit any rubbish, obstruction or merchandise in such areas. Tenant shall break down, flatten or otherwise condense all boxes and trash placed in any trash receptacle. Notwithstanding the foregoing, Tenant at its expense shall make special arrangements, which must be acceptable to Landlord, for the collection, storage and removal of any grease, oils, fats, renderings, foods, or similar waste all of which shall be carried and not dragged to the appropriate disposal facility,and shall not place same in any compactors or other trash receptacles for the Shopping Center or in the sewer system of the Shopping Center, or in the alternative Landlord will have the right to remove same and charge Tenant for all costs associated therewith, which shall be paid within EXHIBIT F, Shopping Center Rules and Regulations—Page 1 ten(10)days after written demand by Landlord. No such waste materials shall be removed from the Premises in any leaking bags or containers, and if any such waste materials spill on any portion of the Common Area same shall be immediately cleaned up by Tenant. 8. STORAGE OF ARTICLES OUTSIDE PREMISES. Tenant will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof. 9. USE OF AREAS OUTSIDE PREMISES. Tenant will not use, or permit to be used, the malls or sidewalks adjacent to the Premises, or any other space outside of the Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation or undertaking, unless permitted by Landlord in writing. 10. NO SOLICITATIONS. Tenant will not use or permit the use of any portion of the Shopping Center or the Premises for solicitations, demonstrations or itinerant vending, or any activities inconsistent with reasonable standards of good Shopping Center practice; Tenant and Tenant's employees and agents shall not solicit business in the Common Area, nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Area without Landlord's prior written consent. 11. PLUMBING FACILITIES. The plumbing facilities within or serving the Premises shall not be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents,employees or invitees, shall be paid by Tenant. 12. NO SLEEPING OR LODGING. Tenant shall not use,permit or suffer the use of any portion of the Premises as living, sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS.No load will be placed on any floor of the Premises which exceeds the floor load per square foot area which such floor area was designated to carry. 14. VIBRATION AND NOISE. All mechanical equipment and machinery in or serving the Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Premises, and, to the extent applicable, Tenant will provide sound barriers for Tenant's roof-top HVAC system to the extent required by any environmental or other law,rule,regulation,guideline or order. 15. ODORS. Tenant shall not cause or permit strong,unusual, offensive or objectionable noise,odors, fumes,dust or vapors to emanate or be dispelled from the Premises. 16. LIVE ANIMALS.No live animals will be kept on or within the Premises. 17. EXTERMINATOR SERVICE. Tenant must have the Premises serviced by a pest exterminator approved or selected by Landlord at least once per month(once a week if Tenant sells food or beverages within the Premises) at Tenant's expense. Landlord, at its option and from time to time, may, at the expense of the Tenant, employ a pest extermination contractor to service the Premises at such intervals as Landlord may require,and Tenant shall permit said contractor to enter the Premises to perform pest extermination services. 18. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the floor of the Premises and if linoleum or other similar floor covering is so used, an interliner of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water, so that such floor covering may be easily removed. The use of cement or other similar material is prohibited. 19. STORAGE OF VEHICLES/PARKING. No automobiles, trucks or other vehicles may be stored on the Shopping Center, or may be parked on the Shopping Center which are not capable of being run under their own power. Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated EXHIBIT F, Shopping Center Rules and Regulations—Page 2 for those purposes by the Landlord. Tenant shall furnish Landlord within 5 days after taking possession of the Premises, the state of registration and automobile license numbers assigned to vehicles belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles)regarding parking that Landlord deems desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parking, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same. In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then the Landlord, at its option, may without limiting its right to other tow or have such vehicle removed, elect to "boot" such vehicle and/or charge Tenant ten ($10.00) dollars per day or partial day per car parking in any area other than that designated for employee parking. Tenant shall indemnify,hold and save harmless Landlord of any liability arising from such towing or booting of any vehicles. 20. ADVERTISING AND PROMOTIONAL MATERIALS. Tenant will not display,paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising or promotional materials or devices on any vehicle parked in the parking area of the Shopping Center, whether belonging to Tenant, or to Tenant's agents or employees, or to any other person; will not distribute, or cause to be distributed, in the Shopping Center, any handbills or other advertising devices; and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Shopping Center or their customers. 21. DISPLAYS AND DECORATIONS. Tenant shall not place, suffer or permit displays or decorations on the sidewalks outside of the Premises or on or upon any of the parking or other portions of the Common Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Premises or anywhere within the Common Area without the express prior written consent of Landlord. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Shopping Center without the prior written consent of Landlord. No nails, hooks or screws shall be driven or inserted in any part of the Shopping Center except by Shopping Center maintenance personnel. 22. HAZARDOUS MATERIALS. a. Tenant's Restrictions: Tenant shall not cause or permit to occur: i. any violation of any federal state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Premises or arising from Tenant's use or occupancy of the Premises including,but not limited to, soil and ground water conditions;or ii. the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Material without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable "Laws" (hereinafter defined),as such Laws may be enacted or amended from time to time. b. Environmental Clea=-. i. Tenant shall, at Tenant's own expense, comply with all laws regulating the use, generation, storage,transportation,or disposal of Hazardous Materials("Laws"). ii. Tenant shall, at Tenant's own expense, make all submissions to, provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Materials that occurs during the term of this lease, at or from the Premises or which arises at any time from Tenant's use or occupancy of the Premises,then Tenant shall, at Tenant's own expense,prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. EXHIBIT F, Shopping Center Rules and Regulations—Page 3 C. Tenant shall promptly provide all information regarding the use, generation, storage, transportation,or disposal of Hazardous Materials that is required by Landlord. d. If Tenant fails to fulfill any duty imposed under this Paragraph within thirty (30) days following Landlord's written request, Landlord may proceed with such efforts and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Laws to the Premises and Tenant's use thereof and for compliance therewith and Tenant shall execute ail documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent.No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. C. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this Lease. 23. INCIDENT NOTICE. Tenant shall give to Landlord prompt written notice of any accident, fire, burglary,theft,or damage occurring on or to the Premises. 24. USE OF COMMON AREA. The Common Area shall not be obstructed by Tenant or used for purposes other than parking, ingress and egress to and from the Premises and for going from one to another part of the Shopping Center. 25. LOCKS. Landlord shall provide all door locks in Tenant's Premises, at the cost of Tenant, and Tenant shall not place any additional door locks in the Premises without Landlord's prior written consent. Landlord shall furnish to Tenant a reasonable number of keys to Tenant's Premises,at Tenant's cost,and Tenant shall not make duplicates thereof. 26. OPERATION OF MACHINERY. No machinery of any kind(other than normal office equipment) shall be operated by Tenant without Landlord's prior written consent, nor shall Tenant use or keep in the Shopping Center any flammable or explosive fluid or substance. 27. LOST ITEMS. Landlord will not be responsible for lost or stolen personal property, money or jewelry from a tenant's premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. 28. VENDING MACHINES. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord. 29. DISRUPTIVE ACTIVITIES. Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets,demonstrators,or the like. 30. OFF-LIMITS AREAS. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Shopping Center unless accompanied by Landlord or the Shopping Center manager. 31. ILLEGAUUNSAFE ACTIVITIES. Tenant will not permit any Tenant Party to bring onto the Shopping Center any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing,alcoholic beverages. EXHIBIT F, Shopping Center Rules and Regulations—Page 4 EXHIBIT(: CONFIRMATION OF COMMENCEMENT DATE [TENANT'S ADDRESS] Re: Lease Agreement (the "Lease") dated _ 201, between , a ("Landlord"), and_ , a ("Tenant"). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease. Ladies and Gentlemen: Landlord and Tenant agree as follows: 1. Condition of Premises. Tenant has accepted possession of the Premises pursuant to the Lease. Furthermore,Tenant acknowledges that the Premises are suitable for the Permitted Use. 2. Commencement Date. The Commencement Date of the Lease is ,201 3. Expiration Date. The Term is scheduled to expire on the last day of the th full calendar month of the Term,which date is ,201 4. Contact Person. Tenant's contact person in the Premises is: Attention: Telephone: - - Telecopy: - - 5. Ratification. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord that it has no defenses thereto. Additionally,Tenant further confirms and ratifies that,as of the date hereof, (a) the Lease is and remains in good standing and in full force and effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant. 6. Binding Effect: Governing Law. Except as modified hereby,the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of the Lease,the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located. Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us. Sincerely, EXHIBIT H,Form of Tenant Estoppel Certificate—Page 1 CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS,L.L.C., a Delaware limited liability company By: PSREG Las Ventanas,LLC, a Georgia limited liability company, its manager By: Pollack Shores Real Estate Group,LLC, a Georgia limited liability company, its manager By: Name:- Title:- Agreed ame:_Title:Agreed and accepted: [TENANT'S SIGNATURE BLOCK] By: Name: Title: EXHIBIT H,Form of Tenant Estoppel Certificate—Page 2 EXHIBIT H FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned is the Tenant under the Lease (defined below) between a , as Landlord, and the undersigned as Tenant, for the Premises in the Shopping Center located at and commonly known as and hereby certifies as follows: 1. The Lease consists of the original Lease Agreement dated as of_ , 201, between Tenant and Landlord['s predecessor-in-interest] and the following amendments or modifications thereto (if none, please state "none"): The documents listed above are herein collectively referred to as the "Lease" and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease. 2. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1 above. 3. The Term commenced on and the Term expires, excluding any renewal options, on , 201, and Tenant has no option to purchase all or any part of the Premises or the Shopping Center or, except as expressly set forth in the Lease, any option to terminate or cancel the Lease. 4. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows(if none,please state "none"): All monthly installments of Minimum Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through The current monthly installments of Minimum Rent and Additional Rent are: Minimum Rent $ Common Area Charge $ Retail Area Expenses $ Total $ 5. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition,Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 6. As of the date hereof,there are no existing defenses or offsets,or, to the undersigned's knowledge, claims or any basis for a claim, that the undersigned has against Landlord and no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease. EXHIBIT H,Form of Tenant Estoppel Certificate—Page 3 7. No rental has been paid more than 30 days in advance and no security deposit has been delivered to Landlord except as provided in the Lease. 8. If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so. 9. There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state. 10. Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises,the undersigned has not used or stored any hazardous substances in the Premises. 11. Tenant is not itself,and is not directly or indirectly owned,controlled or supported by,a"Specially Designated National" or otherwise designated as a blocked person under any regulation of the Office of Foreign Assets Control,U.S.Department of Treasury(see:www.ustreas.gov/offices/enforcement/OFAC). 12. All tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full. Tenant acknowledges that this Estoppel Certificate may be delivered to Landlord, Landlord's Mortgagee or to a prospective mortgagee or prospective purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord's Mortgagee and/or such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of disbursing loan advances or making such loan or acquiring such property. Executed as of TENANT: a By: Name:- Title:- EXHIBIT ame:_Title:EXHIBIT H,Form of Tenant Estoppel Certificate—Page 4 EXHIBIT i PROHIBITED USES Tenant shall not use or permit the use of the Premises for any other business or purpose, except as set forth in the Paragraph 8 of this Lease and in strict accordance with the rules and regulations for the Shopping Center. No part of the Premises shall be used for any purpose other than retail sales and/or services, offices, restaurants or other commercial purposes which are permitted by applicable zoning and other laws and which are typically found in first class retail shopping centers in the County in which the Shopping Center is located. No part of the exterior shall be used for an automatic teller machine. THE FOLLOWING PROHIBITIONS AND RESTRICTIONS SHALL NOT BE DEEMED TO APPLY TO LANDLORD, BUT ONLY TO TENANT UNDER THE LEASE. Landlord shall have the right, in Landlord's sole and absolute discretion, to waive all or any of the prohibitions set forth herein upon such matters,terms and conditions as Landlord,in its sole discretion may determine. The Premises,in whole or in part, shall not be used or operated directly or indirectly for any of the following: 1. The operation of a retail store offering the following services for sale to the general public:UPS,DHL, FedEx,Airbourne overnight delivery services,postal services,packaging and shipping services,mailbox rentals,fax for profit,and copy and printing services 2. The operation of a Greek restaurant with its principal business(more than 25%of its gross sales)being the sale of Greek food 3. The operation of a restaurant with its principal business being the sale of coffee,tea and smoothies. 4. The sale of submarine sandwiches 5. The operation of a local real estate brokerage office 6. The operation of a knitters'studio and retail sale of knitting supplies 7. The leasing and sale of motorized scooters 8. The operation of a sports bar.For purposes of this exclusive,a sports bar is a bar having more than four televisions per 1,500 square feet,billiard tables,and which shows televised sporting events on multiple televisions 9. The operation of a high-end,appointment only hair salon 10. The operation of a yoga or pilates studio or center EXHIBIT I,Prohibited Uses—Page 1 EXHIBIT.T GUARANTY As a material inducement to Landlord to enter into the Lease Agreement, dated X01 .a 2 M4 a r -g -....._-L"T( ''„...... -, Es."''} ......................................................................... ...................................................... C'z9""".x('Ga"&Z64"1C.--r%'a'cT _................................................................................................... a..........................................................................................................................._a5......�<:_ :r9 �...._ ........................................................................................................................................................, ..............................................................................................................................................................., ..................................................................................................................................................................... sem. l ° dh4dua4nil du X2019 (the '°Lease'°le between CH REALTY .......... VII-PSREG BOYNTON BEACH LAS VENTANAS. L.L.C., a Delaware limited liability company, as Landlord, and TOKIO INC._ a Florida corooration_ as Tenant_ Hiromori Hayashi_ an individual_ and Yoshimi Hayashi_ an individual (individually and collectively "Guarantor"), hereby unconditionally and irrevocably guarantees the complete and timely performance of each obligation of Tenant (and any assignee) under the Lease and any extensions or renewals of and amendments to the Lease. This Guaranty is an absolute, primary, and continuing, guaranty of payment and performance and is independent of Tenant's obligations under the Lease. Guarantor(and if this Guaranty is signed by more than one person or entity, each Guarantor hereunder) shall be primarily liable, jointly and severally, with Tenant and any other guarantor of Tenant's obligations. Guarantor waives any right to require Landlord to (a)join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any security given to secure Tenant's obligations under the Lease,or(c)pursue or exhaust any other remedy in Landlord's power. Until all of Tenant's obligations to Landlord have been discharged in full, Guarantor shall have no right of subrogation against Tenant. Landlord may, without notice or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend or otherwise modify any or all of the terms of the Lease,or fail to perfect, or fail to continue the perfection of, any security interests granted under the Lease. Without limiting the generality of the foregoing, if Tenant elects to increase the size of the leased premises, extend the lease term, or otherwise expand Tenant's obligations under the Lease, Tenant's execution of such lease documentation shall constitute Guarantor's consent thereto (and such increased obligations of Tenant under the Lease shall constitute a guaranteed obligation hereunder); Guarantor hereby waives any and all rights to consent thereto. Guarantor waives any right to participate in any security now or hereafter held by Landlord. Guarantor hereby waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, dishonor and notices of acceptance of this Guaranty, and waives all notices of existence, creation or incurring of new or additional obligations from Tenant to Landlord. Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collateral under applicable Law,other than payment and performance in full of Tenant's obligations under the Lease. The liability of Guarantor under this Guaranty will not be affected by(1)the release or discharge of Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (2) the rejection or disaffirmance of the Lease in any such proceeding; or (3) the cessation from any cause whatsoever of the liability of Tenant under the Lease. Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including, without limitation, reasonable attorneys' fees and expenses). The obligations of Tenant under the Lease to execute and deliver estoppel statements, as therein provided, shall be deemed to also require the Guarantor hereunder to do so and provide the same relative to Guarantor following written request by Landlord in accordance with the terms of the Lease. All notices and other communications given pursuant to, or in connection with, this Guaranty shall be delivered in the same manner required in the Lease. All notices or other communications addressed to Guarantor shall be delivered at the address set forth below. This Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of Guarantor and shall inure to the benefit of Landlord's successors and assigns. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT J, Guaranty—Page 1 Executed as of --2 119 A Teleeepyi IDPAwF4-Lkense-N& I.............................................................. s ° 1 Vie— ° Lig.. °.:=s3 ", �-°.°� -�.,� � -��'..esz'asx�-�x3a`�`,-c`v—�s�.",a-s�r:.. aa.=w`.°�f3f--`c�z3�.';•h� �g�$�6044-4- .................................................a..21 .... p.....................................................................................................:a$ f ...... ...... ... ...... ..... , ..........................................................:.a$ t-0..R Hiromori Hayashi Address: Telenhone: - Driver's License No.: Yoshimi Hayashi Address: Telcnhone: - EXHIBIT J, Guaranty—Page 2 Driver's License No.: EXHIBIT J, Guaranty—Page 3 EXHIBIT K RENEWAL OPTION Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for one additional period of 5 years, by delivering written notice of the exercise thereof to Landlord not earlier than 12 months nor later than nine months before the expiration of the Term. The Minimum Rent payable for each month during such extended Term shall be the prevailing rental rate (the "Prevailing Rental Rate"), at the commencement of such extended Term, for renewals of space in the Shopping Center of equivalent quality, size,utility and location,with the length of the extended Term,the use of the Premises, the anticipated Gross Sales, and the credit standing of Tenant to be taken into account. Within 30 days after receipt of Tenant's notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Minimum Rent, if any, and the other terms and conditions offered. Tenant shall,within ten days after receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate. If Tenant timely notifies Landlord that Tenant accepts Landlord's determination of the Prevailing Rental Rate, then, on or before the commencement date of the extended Term, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease,except as follows: (a) The Minimum Rent shall be adjusted to the Prevailing Rental Rate; (b) Tenant shall have no further renewal option unless expressly granted by Landlord in writing;and (c) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. If Tenant rejects Landlord's determination of the Prevailing Rental Rate, or fails to timely notify Landlord in writing that Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate, time being of the essence with respect thereto, Tenant's rights under this Exhibit shall terminate and Tenant shall have no right to renew this Lease. Tenant's rights under this Exhibit shall terminate if (1) this Lease or Tenant's right to possession of the Premises is terminated,(2)Tenant assigns any of its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee, or(3) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant's exercise thereof. EXHIBIT K,Renewal Option—Page 1 Document comparison by Workshare 9.5 on Thursday, August 15, 2019 6:52:14 AM Input: Document 1 ID netdocuments://4815-9218-1661/2 Description Lease (Las Ventanas - Tokio) Document 2 ID netdocuments://4815-9218-1661/3 Description Lease (Las Ventanas - Tokio) Rendering set Standard Legend: Insertion Style change Format change Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 157 Deletions 161 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 318 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.A. SUBJECT: CRA Board Discussion and Consideration of Executive Director's Annual Performance Review SUMMARY: At their June 13, 2017 meeting, the CRA Board approved entering into an Executive Director Employment Agreement with Michael Simon to provide all of the duties, responsibilities, and obligations as required of the Boynton Beach Community Redevelopment Agency's Executive Director (see Attachment 1). The Agreement was amended on September 19, 2018 (see Attachment 11). Employment History with the Boynton Beach CRA: September 2006 - February 2007: Mr. Simon was hired as a consultant working on the proposed MLK Jr. Blvd. Corridor redevelopment project analysis and property acquisitions. March 2007 - September 2013: Mr. Simon began full-time employment as the Development Manager and then advanced to Development Director in October 2010. October 2013: Mr. Simon was promoted to the position of Assistant Director. October 2016 -June 2017: Mr. Simon served as the Interim Executive Director. July 2017 - Present: Mr. Simon has been serving as the Executive Director. As described in the Employment Agreement under Section 4.0., Performance Review, "the CRA Board will provide Mr. Simon with a review of his performance as Executive Director on an annual basis. At the Board's discretion, the Performance Review may be presented to Mr. Simon in written or oral form and must take place at a regularly scheduled Board meeting." The Executive Director provided each member with a Performance Evaluation Form (see Attachment 11) to be completed and returned, if so desired, to the Executive Director for discussion at the Board's August 13, 2019 regular meeting. The item was Tabled by the Board. FISCAL IMPACT: Current salary amount$145,800 and an automobile allowance of $250 per month. CRA BOARD OPTIONS: Discussion and consideration of the item as determined by the CRA Board. ATTACHMENTS: Description D Attachment I -2017 Executive Director Employment Agreement D Attachment II - FirstAmendment 2018 - Executive Director's Employment Agreement D Attachment III - Performance Evaluation Form EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This employment agreement ("Agreement"), is made and entered into by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "CRA"), and MICHAEL SIMON, ("SIMON") (collectively,the "Parties"). WHEREAS,the Board desires to employ SIMON as Executive Director of the CRA; and WHEREAS, the CRA desires to provide certain benefits, to establish certain conditions of employment and to set certain working conditions of SIMON as Executive Director of the CRA; and WHEREAS, SIMON desires to accept employment as Executive Director of the CRA under the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the Parties agree as follows: 1.0. Duties 1.1. The CRA agrees to employ SIMON as the full-time Executive Director of the CRA. As Executive Director, SIMON will perform all of the functions and duties assigned and delegated to him by the Board of Commissioners of the CRA(the "Board") and all functions and duties that are necessary to manage the CRA's operations pursuant to Florida Statutes, 163.330 ® 163.463. The general scope of duties is set forth in the job description attached hereto as Exhibit"A." 1.2. SIMON agrees to perform the duties set forth in Exhibit "A," as well as all other legally permissible and proper duties and functions as may be assigned by the Board from time to time. 1.3. SIMON agrees to perform the duties of the Executive Director with care, diligence, skill and expertise and in full conformance with the laws governing the CRA. 1.4. SIMON shall be subject to the all existing CRA policies and procedures governing its employees ("Human Resource Policies"). Where there is a conflict between the Human Resource 00822979-I Policies and the terms of this Agreement, the terms of this Agreement shall control. 1.5. While serving as the Executive Director of the CRA, SIMON shall not be entitled to engage in any other employment or professional engagements without prior consent of the Board, except that SIMON may operate as a licensed real estate broker so long as doing so does not conflict with or impede SIMON's performance as the Executive Director of the CRA. 1.6. SIMON shall comply with all applicable provisions of Florida Statutes and all applicable ordinances, resolutions, policies and procedures of Palm Beach County, the City of Boynton Beach and the CRA governing the behavior of public employees, as each may be amended from time to time. 1.0. Term. 1.1. This Agreement shall become effective on the date the Board approves the Agreement or on the date SIMON executes the Agreement, whichever is later the last party has executed the Agreement ("Effective Date"). 1.2. The Executive Director serves at the pleasure of the CRA as governed by the Board, and therefore, SIMON's appointment as Executive Director hereunder has no fixed term. 1.3. The CRA may terminate SIMON as Executive Director at any time, subject only to the provisions set forth in Section 6 of this Agreement. 1.4. SIMON may resign from the Executive Director position at any time, subject only to the provisions set forth in Section 7 of this Agreement. 2.0. Salary 2.1. Base,,,,,,Salar , The CRA shall pay SIMON an annual compensation of$135,000.00, for serving as the Executive Director of the CRA pursuant to this Agreement ("Base Salary"). The Base Salary shall be payable in equal bi-weekly installments at the same time and in the same manner that all other CRA employees are paid. 00822474-1 2.2. The CRA will reimburse SIMON for documented and justifiable expenses incurred as a direct result of SIMON"s performing his duties as Executive Director of the CRA, within the amounts authorized for in the CRA budget. 3.0. Benefits 3.1. Benefits. The benefits provided to SIMON pursuant to this Section 3.0 shall hereinafter be referred to as the "Benefits." 3.2. Automobile/Car Allowance. The Executive Director's duties require that he have the use of an automobile during his employment by the CRA. The CRA agrees to pay SIMON three thousand dollars ($3,000.00) per year, beginning on the Effective Date, for automobile expense reimbursement payable in equal biweekly installments at the same time and in the same manner as the Base Salary is paid. 3.3. Le gal Holidays. SIMON is not required to work office hours on legal holidays as designated from time to time by the CRA,the State of Florida, or the United States Government. 3.4. Vacation and Sick Leave. The SIMON shall be entitled to accrue, use, and cash out sick and vacation leave pursuant to the CRA's paid leave benefits policy. If the policies relating to vacation and sick leave of the CRA change,the Employee's benefits will change accordingly. 3.5. Insurance. CRA agrees to provide, at no cost to SIMON, health, dental, life, and disability insurance for SIMON consistent with the health insurance policies in effect as of the Effective Date of this Agreement and provided by the City of Boynton Beach to its employees. If the policies relating to insurance of the City for City senior staff employees change, SIMON's benefits will change accordingly. 3.6. Professional Memberships. The CRA agrees to budget for and pay SIMON's membership costs in the American Planning Association (APA), the American Institute of Planners (AICP), the 00822979-1 Florida Redevelopment Association (FRA), and the Urban Land Institute (ULI), to further his development as Executive Director for the benefit of the CRA. 3.7. Conventions. The CRA agrees to budget for and pay SIMON's travel and subsistence expenses to attend one national convention (e.g. ULI, APA, International Council of Shopping Centers (ICSC), National Trust for Historic Preservation (NTHP)) and one Florida conference (e.g. FRA) per year. 4.0. Performance Review 4.1. Timin . During the term of this Agreement, every year in the month of May, the Board will provide SIMON with a review of his performance as Executive Director (hereinafter Performance Review). At the discretion of the Board, the Performance Review may be presented in written or oral form to SIMON, and must take place at a regularly scheduled CRA Board meeting. 4.2. Base Salary and Benefits Adjustments. In conjunction with any Performance Review, the Board may change the Base Salary and/or any Benefits provided to SIMON pursuant to Sections 2.0 and 3.0 of this Agreement in such amounts and to such an extent as the Board deems appropriate. Any change to SIMON's Base Salary and/or Benefits shall require a written amendment to this Agreement executed by both Parties. 5.0. Termination. 5.1. Date of Termination. This Agreement shall terminate upon the earlier of the following (hereinafter Termination Date): 5.1.1. Execution by both Parties of a written amendment to this Agreement terminating the Agreement; 5.1.2. Unilateral termination of SIMON as Executive Director by the CRA pursuant to Section 5.0 of this Agreement; 00822979-1 5.1.3. Resignation by SIMON pursuant to Section 6.0 of this Agreement; or 5.1.4. Death of SIMON. 6.0. Unilateral Termination_b ,the CRA 6.1. Procedure. The CRA may unilaterally terminate SIMON as Executive Director of the CRA at its absolute and sole discretion by majority vote of the Board at a publicly noticed meeting of the CRA Board. At said meeting, the CRA shall state whether the termination of SIMON is with or without cause as described in paragraphs 6.2 and 6.3 below, and shall set the last day of SIMON's term as Executive Director. The last day of SIMON's term shall hereinafter be referred to as the"Effective Date of Termination". 6.2. Termination with Cause. If SIMON is unilaterally terminated by the CRA for failure to perform the duties and obligations of the Executive Director as set forth in Section 1.0 of this Agreement, and/or for misconduct and/or for violation of any rule, regulation or law, SIMON shall be entitled to all earned and accrued base salary, vacation and sick pay, and all earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer "matching" funds) as of the date of termination,but SIMON shall not be entitled to severance pay. 6.3. Termination without Cause. If SIMON is unilaterally terminated by the CRA without a stated cause, SIMON shall be entitled to the following: 6.3.1. A minimum of three (3) and maximum of twenty (20) weeks of severance pay from the effective date of termination. The term "severance pay" shall have the meaning as set forth in s. 215.425, Florida Statutes, and the amount and term of severance pay shall be determined by the Board at its sole discretion. 6.3.2. All earned and accrued vacation leave through the Effective Date of Termination. 00822979-1 6.3.3. All earned and accrued sick leave through the Effective Date of Termination. 6.3.4. All earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching" funds); and 6.3.5. Reimbursement for as-yet unreimbursed expenses through the Effective Date of Termination. 6.4. Conflict. In the event of a conflict between the severance benefit terms of this Section and the limitation of severance benefits provided in s. 215.425, Florida Statutes, as the same may be amended from time to time, the provision of Florida Statutes shall prevail. 7.0. Termination by Resignation 7.1. Procedure. SIMON may resign from the Executive Director position by providing a written Notice of Resignation to the CRA pursuant to the requirements of Section 10 of this Agreement (herein after"Notice of Resignation"). 7.2. Notice of Resiiation. The Notice of Resignation shall provide a resignation date no later than thirty (30) days following the date of the Notice of Resignation (hereinafter "Effective Date of Resignation"). 7.3. Final Com, ensation. Upon resignation, SIMON shall be entitled to the following: 7.3.1. Base Salary through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SIMON; 7.3.2. Earned and accrued sick and vacation leave through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SIMON; 7.3.3. All earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching"funds); and 00822979-1 7.3.4. Reimbursement for as-yet unreimbursed expenses through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SIMON. 8.0. Termination Due to Death 8.1. Final Compensation. If this Agreement terminates due to SIMON's death, SIMON's estate shall be entitled to the following: 8.1.1. Base Salary as of SIMON's last day serving as Executive Director. 8.1.2. All earned and accrued vacation leave through SIMON's last day serving as Executive Director. 8.1.3. All earned and accrued sick leave through SIMON's last day serving as Executive Director. 8.1.4. All earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching" funds); and 8.1.5. Reimbursement for as-yet unreimbursed expenses through the SIMON's last day serving as Executive Director. 8.2. Pa ice. In the event of any disagreement or dispute arising regarding to whom SIMON's final compensation, as described above, should be paid, the CRA may rely on a court order on the matter, or in the absence of such an order, may interplead the payment of final compensation with a court of proper jurisdiction. 9.0. Indemnification. CRA shall defend, hold harmless from, and indemnify SIMON against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance by SIMON of the duties as Executive Director, except for any negligent, fraudulent, or criminal act or omission of SIMON. CRA 00822979-1 reserves the right to select, appoint, retain, and discharge legal counsel necessary to provide the foregoing defense. 10.0. Notices. 10.1. All notices hereunder shall be in writing, and shall be delivered by certified mail, return receipt requested, first-class postage prepaid, addressed to the parties at their following respective addresses, or at such other address as may be designated in writing by either party to the other: CRA: Boynton Beach Community Redevelopment Agency c/o CRA Board Chairperson 710 N. Federal Hwy. Boynton Beach, Florida 33435 And CRA Attorney Lewis, Longman &Walker, P.A. 515 N. Flagler Drive Suite 1500 West Palm Beach, FL 33401 Employee: Michael Simon 714 Hillcrest Road Boynton Beach, FL 33435 11.0. General Provisions. 11.1. Entire A reement. 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. 11.2. Severability;,. If any part of this Agreement shall be declared unlawful or invalid, the 00822979-1 remainder of the Agreement will continue to be binding upon the parties so long as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 11.3. 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. 11.4. 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. 11.5. Governintt 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. 11.6. 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. 11.7. Q9WILiance with Laws. In his performance pursuant to this Agreement, SIMON shall 00822979-1 comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including any applicable ethics and procurement requirements. IN WITNESS WHEREOF, the Boynton Beach Community Redevelopment Agency, Boynton Beach, Florida, has caused this Agreement to be signed and executed on its behalf by the CRA Chairman, and approved as to form by the Board Attorney, and Michael Simon, Employee has signed and executed this Agreement,both in duplicate, on the day and year first above written. [SIGNATURES ON FOLLOWING PAGE] 00822979-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Date: Justis Katz, Vice C air f CRA ATTORNEY Approved as to form and legal sufficiency _ Date: Lewis, Longman &Walker, P.A., _ MICHAEL SIMON Date: r � - Michael Simon 00822979-t IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 61) By: - Date: Justis Matz,Vice C;Kair CRA ATT O N Approve t form qn al sufficiency Date: Lewi,, Longman &Walker, P.A., MICHAEL SIMON LL Date: Michael Simon 60922979-1 EXHIBIT "A" BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (CRA) JOB DESCRIPTION TITLE: EXECUTIVE DIRECTOR REPORTSTO: CRA BOARD OF DIRECTORS GENERAL STATEMENT OF DUTIES: An incumbent in this position performs highly responsible administrative and professional work directing and leading the activities of the CRA of Boynton Beach, its assigned staff, programs, and activities and other programs and initiatives designed to enhance business and economic development in the CRA area. Work includes preparation of work programs, budget and Capital Improvements Program, oversight of the sale of bond issues and project initiation, design, construction and monitoring. Under administrative direction, the incumbent may act as an advisor to the City's executive management team, and serves as a key staff member in the administration, development, and implementation of policies, systems, and procedures to facilitate implementation of the CRA's redevelopment plans and agreements. The incumbent manages a considerable variety and volume of work concerned with formulating and implementing projects, initiatives and work plans focused on community redevelopment. The, incumbent's work is reviewed through meetings, reports, observation, and task/report/project completion. The incumbent reports to the Board of Directors of the CRA and is reviewed through conferences,reports, and discussions while projects are in progress and-upon completion. The incumbent is responsible for the supervision of five(5) direct reports (i.e., Executive Assistant, Assistant Director, Finance& Operations, Planning Director, Director, Economic Development and Communications and Marketing Manager). Updated: 06/05/07 ESSENTIAL DUTIES AND RESPONSIBILITIES: • Initiates,plans and directs the implementation of the adopted redevelopment plans (i.e., 20-30 plan, BB corridor plan,N. Federal Plan,Urban Design Guidelines) and answers general development questions as necessary. • Plans, organizes, assigns, directs and reviews the activities of professional, technical and clerical personnel engaged in the compilation, analysis and interpretation of data and preparation of reports and recommendations affecting community planning and redevelopment. • Oversees and is responsible for the final selection, training and evaluation process for all CRA staff. 1 • Administers and provides oversight for all contracts and agreements for services by negotiating contracts, creating the budgets for the contracts and by making sure they are in accordance with legal framework. • Serves as an in-house consultant and represents the CRA in dealing with and interfacing, communicating and resolving issues and problems with other agencies on a variety of related matters. • Negotiates the acquisition and disposition of real estate for the CRA and manages the real estate assets held. • Provides oversight, and input to staff on the CRA Strategic Plan, and for individual strategic plans by conducting weekly meetings with staff to share and update plans, and to ensure that everyone is communicating regularly and are aligned with the mission of the organization. • Conducts weekly staff meetings in order for staff to share information and keep abreast of overall CRA operations and other operations in the City and local community. • Negotiates the acquisition and disposition of real estate for the CRA and manages the real estate assets held. • Oversees preparation of the annual operating budget and capital plan by meeting with the Assistant Director Finance and Operations in order to present to the CRA Board for approval, and approves and reviews budgetary and financial reports prepared by the Assistant Director. • Represents the CRA at meetings (e.g., Kiwanis Club, Rotary, Chamber of Commerce and other organizations) regarding CRA matters within the scope of the CRA activities. • Conducts, directs and oversees all Public Relations activities for the CRA. • Handles all Board matters,policy matters and other related issues in order to accomplish Board Directives. • Sets all Board monthly meeting agendas and has oversight for all Board packets and to ensure all correct material is in packets etc. • Meets and confers with Board Attorney in order to ensure that Board policies and directives are being implemented appropriately. 2 • Serves as public interface with the development community by attending meetings, visiting sites, discussing issues for resolution, discussing architectural styles, negotiating, and providing guidance etc. • Directs and implements projects in the phase of completion and evaluation in order to bring back the infort-nation to the Board for their review and decision making on policies. • Provides oversight and assistance with all administrative and operational duties and issues for the CRA. • Prepares written evaluations on that the status of a program or project for the Board of Directors. • Prepares and responds to email messages from the Board, staff, developers, City officials and other personnel. • Attends monthly Board meeting, attends City commission meetings and two night meetings a month in order to keep abreast of activities and programs, and to provide information and/or answer questions as necessary. PERFORMANCE EVALUATION DUTIES AND RESPONSIBILITIES: • Observes subordinates'job perforinance to ensure subordinate accomplishes goals and objectives. • Meets with subordinate(s) to discuss and review job performance necessary. • Analyzes and evaluates working conditions for improved employee output and requests and evaluates both written and oral input from employees to improve departmental services. • Conducts supervisory conferences or discussions with subordinates in reference to their performance. • Visits subordinates on-site to ensure observe their work and to provide assistance and input as necessary. • Informs subordinates of how their efforts, in any given project, affected the outcome of the total project. • Writes perfonnance appraisal reports. • Verbally praises subordinates. • Verbally reprimands subordinates. 3 KNOWLEJ�GE,SKILLS AND ABILITIES LIST: KNOWLEDGE • Knowledge of economic development issues, public relations and issues affecting urban revitalization. • Knowledge of financial packaging for development projects. • Knowledge of principles and practices of City Planning, Zoning, historic preservation and housing. • Knowledge of the financial and legal aspects relating to bond issue and sales and land acquisition. • Knowledge of marketing techniques relating to promoting programs. • Knowledge of principles and practices of administration and organizational theory. • Knowledge of research techniques, methods, and procedures. • Thorough knowledge of the principles,practices and laws surrounding redevelopment in the City of Boynton Beach and knowledge of the same in the State of Florida. • Knowledge of economic development trends and techniques and the functions, operations and relationships among local, state, and federal agencies related to redevelopment and housing policies. • Knowledge of negotiation tools and techniques and to building practices. • Considerable knowledge of problem solving and conflict resolution practices and techniques. • Considerable knowledge of project and workload planning and organizational and management practices as applied to the analysis and evaluation of programs, policies, and operational needs and change management. • Basic knowledge of principles and practices of budget preparation in the public sector. • Basic knowledge of the practices and methodologies of contract administration and the development and implementation of procedures. SKILLS • Skill in comprehending information and ideas clearly. • Skill and ability to make arithmetic computations with speed and accuracy. • Skill at operating a personal computer and related software including but not limited to word processing, spreadsheets and electronic mail. ABILITIES * Ability to lead a team of paraprofessional and professional staff. • Ability to identify and respond to community,Redevelopment Agency Board, and City Council issues, concerns, and needs. • Ability to make presentations to the CRA Board on a regular basis. 4 • Ability to facilitate public meetings, workshops, and negotiations, • Ability to engage in on-going process improvement review and implementation, both individually and as a to member and leader. • Ability to seek out opportunities for redevelopment and negotiate effective and constructive deals on behalf of the CRA. • Ability to provide vision and set operational goals to achieve the CRA vision, and identify and analyze administrative problems, and implement operational changes. • Ability to understand and contribute to the work of the CRA by ensuring effective service delivery. • Ability to deal constructively with conflict and develop effective resolutions. • Ability to exercises analytical judgment in areas of responsibility by identifying issues or situations as they occur and specifying decision objectives, assists in identifying alternative solutions to issues or situations, and implements decisions in accordance with prescribed and effective policies and procedures and with a minimum of errors, • Ability to exercise discretion and judgment in developing and implementing courses of action in carrying out responsibilities. Maintains firmness,objectivity, and fairness in implementing courses of action. • Ability to identify, assimilate and comprehend the critical elements of a situation; interpret the implications of alternative courses of action and evaluate factors essential to a problem solution; to separate relevant from irrelevant information. • Ability to develop and maintain excellent rapport, and cooperative and courteous relationships with boss, co-workers, officials, developers, city employees and the general public. Listens to and considers their suggestions and complaints and responds appropriately. • Ability to be adaptable to perfon-ning under stress when confronted with critical and/or high priority activities, events or unusual situations in which working with speed and sustained attention are make or break aspects of the job. • Ability to plan and organize constantly changing daily work flow by establishing priorities for the completion of work in accordance with sound time-management methodology; effectively and efficiently utilizes resources to achieve such goals and objectives. • Ability to speak to people to convey or exchange infon-nation;receive or provide assignments or directions; speak with others with poise, voice control and confidence; record and deliver and communicate effectively and efficiently with persons of varying educational and cultural backgrounds. • Ability to communicate orally in the English language with customers, clients, and the public in a one-to-one or group setting. • Ability to produce written documents in the English language with clearly- organized thoughts with proper sentence construction, punctuation, and grammar. • Ability to explain things clearly. Ability to remain fair and objective. • Ability to remain calm in stressful situations. • Ability to think under pressure. 5 • Ability to apply supervisory,management and leadership principles, practices concepts and techniques, • Ability to apply principles of time management. • Ability to favorably influence the activities of others (e.g., outside vendors). • Ability to identify and correct personal deficiencies. • Ability to display sensitivity to the feelings of others. • Ability to use diplomacy and tactfulness. • Ability to negotiate. • Ability to persuade others. • Ability to display patience. • Ability to demonstrate initiative. • Ability to withstand criticism. • Ability to follow directions. • Ability to obtain needed resources, as appropriate. • Ability to work independently. MINIMUM ENTRA�LCE )UA1,JFLCAT1ONS- _Q_ _ _t Graduate from an accredited college or university with a Bachelor's Degree in public or business administration, urban and regional planning, or related field. Eight (8) years of progressively responsible work experience in community redevelopment, urban renewal, real estate, finance and public relations, the majority of which shall have been in a responsible managerial capacity with budgetary development and responsibility. A Master's degree is preferred and may substitute for a portion of the required work experience; or an equivalent of training and experience. SPECIAL JOB Rt NTS IONS: This position requires the incumbent to work a standard 40 hour week which requires some flexibility. Working under pressure is unavoidable when schedules change and problems arise,but deadlines and goals must still be met. Incumbent performs majority of the work typically indoors. Work is usually performed sitting, standing, and walking. ESSENTIAL PHYSICAL UI NTS ENVIRONMENTAL i�ONDITIONS: • Sitting for long periods of time, standing, and walking. • Lifting and bending. • Use of telephone and the computer on a regular and continual basis. • Acceptable eyesight (with or without correction). • Acceptable hearing(with or without hearing aid). • Works inside with noise and heat. Reasonable accommodation will be made for otherwise qualified individuals with a disability. 6 FIRST AMENDEMENT TO EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This First Amendment to Executive Director Employment Agreement ("Agreement") is made and entered into by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (hereinafter the "CRA"), and MICHAEL SIMON (hereinafter "SIMON"). RECITALS WHEREAS, on June 18, 2017, the CRA and SIMON entered into the Agreement employing SIMON as Executive Director of the CRA; and WHEREAS,pursuant to Section 4.0 of the Agreement, every year, the Board of Directors of the CRA will provide SIMON with a review of his performance as Executive Director and may re-evaluate SIMON'S base salary and/or benefits; and WHEREAS,on September 12, 2018,the Board of Directors of the CRA provided SIMON with a perfonnance evaluation and approved an amendment to the Agreement, increasing SIMON'S base salary by 8%; and WHEREAS, SIMON'S salary increase shall become retroactive beginning June 1, 2018. ("Effective Date"). NOW THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows: L Salary Increase. As of the Effective Date, the Agreement is hereby amended by deleting Section 2.1 of the Agreement in its entirety and inserting in lieu thereof the following: 2.1 Base Salary. The CRA shall pay SIMON an annual compensation of$145,800.00, 01038947-2 for serving as the Executive Director of the CRA pursuant to this Agreement ("Base Salary"). The Base Salary shall be payable in equal bi-weekly installments at the same time and in the same manner that all other CRA employees are paid. 2. Conflicts. Should any provisions of this First Amendment conflict with any provisions of the Agreement or any other amendment to the Agreement, the provisions of this First Amendment shall control. 3. Counterparts. This First Amendment may be executed in two or more faxed or emailed counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 4. Other Terms and Conditions. All other terms and conditions of the Agreement shall remain in full force and effect. BOYNTON BEACH COMMUNITY REDE T Y By: Date: Steven Grant, Chair CRA ATTORNEY Approved as t form and legal sufficiency _.______ Date: Lewis, Longman & Walker, P.A., MICHAEL SIMON Date: Michael Simon 01038947-2 }s)) t�11 t BOYNTON Illllliull��"'�J`+}st\ss???B REDEVELOPMENT y gg-, ^ COMNWIN TY ENCY Executive Director's Annual Performance Evaluation Period: June 2018 - June 2019 FOR: Roy Michael Simon, Ir. DATE: NAME OF EVALUATOR: ANNUAL EVALUATION PROCESS: 1. The Board Chair and each Board member Board is requested to complete the performance evaluation form based on his/her assessment of the Executive Director in ten major areas of responsibility that include a total of 32 specific performance measures. An "Overall Impression" rating and six (6) comment areas are also included. 2. The Board Chair and each Board member Board shall discuss the evaluation individually with the Executive Director at a Performance Evaluation Conference. Preliminary scores may be adjusted as a result of the discussion. There is a "Comment" section below each question for clarification purposes, if necessary. 3. A composite Ratings Summary Chart shall be prepared by the Executive Director Executive Director and provided to the CRA Board. (The detailed rating sheets of the other Board members will be provided when requested.) 4. The performance evaluation shall be reviewed at the next available Board meeting at which time the CRA Board shall determine the merit of an increase in the Executive Director's compensation. INSTRUCTIONS: Rating Scale: Each question is followed by a rating scale. Raters may circle the selected performance indicator(1, 2, 3, 4 or 5) or place an X'along with a numerical score on the rating scale line when you feel a rating falls between two whole numbers. There are 32 listed performance indicators in the ten major performance categories on the pages that follow: 1 = Unsatisfactory: poor, needs substantial improvement= VERY DISSATISFIED 2 = Below expectations: needs improvement= MARGINAL 3 = Satisfactory: meeting an acceptable performance level = SATISFIED 4 = Meeting expectations: very good = MORE THAN SATISFIED 5 = Exceeding expectations: excellent= VERY SATISFIED EXECUTIVE DIRECTOR'S TEN MAJOR AREAS OF RESPONSIBILITY 1. Organizational Management 1. Leadership: Does the Executive Director motivate others to maximum performance? Is the Executive Director respected as demanding but fair? Does the Executive Director provide the necessary assistance to the Board and leadership to the CRA staff and community volunteers? Is the Executive Director mindful of the Agency's activities related to Statutory guidelines and regulations? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 2. Supervision: Does the Executive Director adequately supervise and direct the activities of the CRA staff? Is the Executive Director able to utilize CRA staff effectively to meet the goals and objectives of the CRA? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 3. Job Organization: Does the Executive Director delegate responsibility effectively? Does the Executive Director use his/her time productively? Does the Executive Director program projects and activities in an orderly and systematic way? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 2of14 4. Staff Development: Is the Executive Director able to recruit and retain quality employees? Is the Executive Director Executive Director committed to having CRA staff operate well as a team? Does the Executive Director effectively develop and make professional training available for CRA staff members? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: II. Fiscal/Operational Management S. Budget: Is the budget developed in a systematic and effective manner? Is the annual budget presented in a timely manner and does it reflect a well-planned, realistic and accurate financial plan? Does the Executive Director carry out the budget satisfactorily throughout the year and control expenses within the levels set in the budget? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 6. Agendas: Does the Executive Director prepare comprehensive, relevant and complete agenda topics and reports for the CRA Board? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 3of14 7. Financial Reporting: Does the Executive Director provide periodic financial reports in a well-designed, informative and understandable format? Based on the Agency's annual reporting and auditing practices, does the Executive Director maintain sound financial practices and meet desired fiscal management? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 8. Managing Multiple Priorities: Is the Executive Director capable of prioritizing and implementing multiple priorities while considering the most important goals, objectives and tasks facing the CRA? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 9. Productivity: Can the Executive Director be depended on for sustained productive work? Does the Executive Director readily assume responsibility? Does the Executive Director meet time estimates within his/her control? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 4of14 III. Program Development and Follow-Through 10. Execution of Policy: Does the Executive Director understand and comply with the overall policies, laws and philosophy of the CRA? Do his/her efforts lead toward successful accomplishment of Agency goals? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 11. Program Development: Does the Executive Director translate policies and objectives into specific and effective programs? Does the Executive Director independently recognize problems, develop relative facts, formulate alternate solutions and decide on appropriate recommendations? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 12. Imagination - Initiative: Does the Executive Director display objectivity when approaching a problem? Does the Executive Director create effective solutions? Is the Executive Director able to visualize the implications of various alternatives? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 5of14 IV. Communication 13.a. Communication: Does the Executive Director keep CRA Board members and other appropriate people informed? Does the Executive Director present his/her thoughts in an orderly and understandable manner? Does the Executive Director display effective communicate skills and display signs of respect to members of the public? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 13.b. Communication: Does the Executive Director possess the skills necessary to conduct the business of the Agency when dealing with members of the development industry? Does the Executive Director conduct himself/herself in a positive and professional manner when dealing with members of the development industry? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 14. Reporting: Does the Executive Director submit accurate and complete agenda items for monthly Board meetings? Does the Executive Director provide requested information to the Board in a timely and efficient manner? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 6of14 15. Board Communication: Does the Executive Director provide the Board with adequate information to make decisions? Does the Executive Director receive an enthusiastic response to his/her new ideas and needed organizational changes? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 16. Written Communication: How effective are the Executive Director's letters, memoranda and other forms of written information? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: V. Relationship with the CRA Board members 17. Response to Board: Does the Executive Director respond in a positive way to suggestions and guidance from the Board? Is the Executive Director attuned to the Board's attitudes, feelings and objectives? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 7of14 VI. Long Range Planning 18. Strategic Planning: Does the Executive Director help develop effective goals, objectives, policies and procedures while providing an annual budget work plan that reflects those provided by the Board and held within the CRA Plan? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 19. Economic Development: Does the Executive Director demonstrate leadership and vision in promoting the economic and physical development within the CRA District while maintaining concerns for "quality of life" issues? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 20. Multi-Year Approach: Is the Executive Director assisting the CRA Board to address the Agency's future through multi-year planning and appropriate capital budgeting? Does the Executive Director possess the ability to see beyond current year projects and goals? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 8of14 VII. Relationship Building/Public Relations 21. Community Reputation: What is the general attitude of the community toward the Executive Director? Is the Executive Director regarded as a person of high integrity and ability? Is his/her public credibility an asset or liability to the City? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 22. Intergovernmental Relations: Does the Executive Director work effectively with City, state, federal and other local government representatives? Is the relationship with other local government officials and staff beneficial to the CRA? Is the Executive Director able to facilitate cooperative efforts among various local agencies and the CRA? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: VIII. Professional/Personal Development 23. Objectivity: Is the Executive Director unemotional and unbiased? Does the Executive Director take a rational and impersonal viewpoint based on facts and qualified opinions? Is the Executive Director able to divide his/her personal feelings from those which would most effectively represent the CRA's interest? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 9of14 24. Professional Reputation: Does the Executive Director deal effectively with other public sector employees or officials? Is the Executive Director respected by professional and staff representatives within the City of Boynton Beach, other cities and counties? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 25. Stress Management: Is the Executive Director able to resolve problems while under strain or unpleasant conditions? How well does the Executive Director tolerate conditions of uncertainty? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: IX. Professional Attributes 26. Leadership Style: Does the Executive Director display a leadership style that is firm,but flexible and adaptable, while responding to individuals or situations in an appropriate, positive manner? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 27. General Attitude: Is the Executive Director enthusiastic, cooperative and willing to adapt? Does the Executive Director have an enthusiastic attitude toward the CRA and City,both Page 10 of 14 professionally and personally? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 28. Professional Drive: Is the Executive Director energetic and willing to spend the time necessary to do a good job?Does the Executive Director have good initiative and is the Executive Director a self-starter? Does the Executive Director have good mental and physical stamina? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 29. Judgment and Decisiveness: Is the Executive Director able to reach quality decisions in a timely fashion? Are his/her decisions considered to be generally, good? Does the Executive Director exercise good judgment in making decisions regarding his/her general conduct? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: 30. Integrity: Does the Executive Director properly avoid politics and partisanship? Is the Executive Director honest and forthright in his/her professional capacities? Does the Executive Director have a reputation in the community for honesty and integrity? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Page 11 of 14 31. Self-Assurance: Is the Executive Director self-assured of his/her abilities? Is the Executive Director able to be honest with himself/herself and take constructive criticism? Does the Executive Director take responsibility for mistakes which are his/hers? Is the Executive Director confident enough to make decisions and take actions as may be required without undue supervision from the Board? 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: X. OVERALL PERFORMANCE: 1.0 2.0 3.0 4.0 5.0 Unsatisfactory Below Satisfactory Meets Exceeds Expectations Expectations Expectations COMMENTS: Areas ofperformance callingforpraiselcommendation. Comment Areas 1. What are the Executive Director's most significant accomplishments during the past year? 2. What are the Executive Director's strongest qualities or strengths? Page 12 of 14 3. In what areas does the Executive Director need to improve? Recommendations. 4. Two things the Executive Director does that you would like him/her to continue. S. Two things the Executive Director does that you would like him/her to discontinue. 6. Two things the Executive Director does not do that you would like him/her to start. Page 13 of 14 Executive Director's Annual Performance Evaluation Signature Page Evaluator's Signature Date Evaluator's Printed Name: Mack McCray, CRA Board Member Performance Conference Date (if applicable): Executive Director's Signature Date Executive Director's Comments (if applicable): Page 14 of 14 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.13. SUBJECT: Discussion and Recommendation of Fiscal Year 2019/2020 Budget SUMMARY: The Boynton Beach CRA is a quasi-governmental, Special District operating under Title X1, Chapter 163, Part I I I of the Florida Statutes. The agency's annual financial operations run on a fiscal calendar beginning on October 1st and ending on September 30th of each year. The C RA does not obtain its revenue from charging an additional tax. The CRA receives its annual funding based on a percentage share of the existing ad-valorem property taxes paid to the City of Boynton Beach and Palm Beach County. The CRA's annual budget is comprised of three governmental accounting funds: 1. the General Fund which contains the administrative, general operation, insurances, property maintenance and CRA/CRAAB and marina related items; 2. the Debt Service Fund which contains the CRAs financial debt obligations and encumbrances such as bond repayments and developer's tax increment funding agreements; 3. the Project Fund which contains all of the capital projects, development projects or initiatives, property acquisitions, local business grant programs or promotional events, as well as eligible innovative policing activities such as the Neighborhood Officer Program; At the CRA budget meetings held on July 9, and August 13, 2019, the CRA Board reviewed the overall budget and Project Fund Budget allocations (Attachment 1). At these meetings, the CRA Board assigned the CRA Advisory Board (CRAAB) the task of reviewing the Board's draft allocations and to provide recommendations. The CRAAB provided their first review of the budget at their August 1, 2019 meeting and their second review and made recommendations at their September 5, 2019 meeting (see Attachment 11). The overall FY 2019-2020 Budget summary will identify bond debt obligations, existing tax increment revenue funding agreements obligations and available funding for priority projects such as but not limited to the Neighborhood Officer Police Program, Business Development and Promotional Events, and Marketing (see Attachments I I I -V). Once finalized and approved at their September 10, 2019 CRA Board meeting, the final review and adoption of the CRA's Fiscal Year 2019-2020 Budget is anticipated to occur at the September 17, 2019, City Commission meeting. FISCAL IMPACT: To be determined based on Board discussion and action. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: The CRA Advisory Board recommends amending the NOP Budget by removing the Community Service Officer (CSO)and replace it with one Sworn Officer thereby funding four sworn Officers instead of three sworn Officers and one CSO. All other CRA Board Project Fund and Budget allocations were supported by the CRA Advisory Board. CRA BOARD OPTIONS: Adoption of the Boynton Beach Community Redevelopment Agency's Fiscal Year 2019-2020 Budget and Projects as approved. ATTACHMENTS: Description D Attachment I - Project Fund Allocations D Attachment II -CRA Fiscal Year 2019 -2020 Budget Summary D Attachment III - Proposed FY 2019 -2020 NOP Budget Request D Attachment IV - Business Development and Promotional Events D Attachment V - Marketing Budget can LA - !! § f _ / [[\ : \\� (} ) �!� 0 /\1\\V\\ \ \\ \ .: - _ ! •a; uu [ l22 ;; ( F s a i v C i C iEa 16 44 O : � llc�CO Cm0O O O O M O O m M N O N O O O O O O O O O O O m O O O C m m m M m O O O O O N O O O O O m O R O O J C m 0 M m m N 0 0 0 0 O M O O m 0 O m O O O C N -O r- NOD O O O n N QD O O N N O M O N O N M o N o E c ro a` LLa`-" LL ww w w w w ww www w ww ww www : r C O O O O N O O O O O O O S U rn O f 0 9 M O O O O M O O m 0 O O O � N E O O C C y O O O N QD O O N N O N N c� O u1 m m N J O N O O N m O N M m V M N �f1 - ` m O m = v O M a rnm N U a Q LL w w w www www w w w w w w �� m r A z OF z w}LL m I O rc LL w A M Q U »m O Z J Q m O N z O - N O = LL Q U V U 00 m w p t C w v C^+ y t u N O. LL a` O E 0 E E 3 E r °m i m m v o w v E a Eoc c'^`oq ° 62 C c -° n a" ca°, onm m �� - E> $ O rc c ° CN u a � ' cuu..w> Am' Ev E9 i0m�op� 01 '22 E, 0 � '° D moa mt90 O`Q� LL_C. a� EEinm E E'LLU E o V; m Nm'� y m'rc�xm°zC z°u Q'wa`_.ou w vyyzmArcm Ic _ LL O - IT-121' - - o m U Boynton Beach CRA General Fund -Budget Summary- FY 2019-2020 V FY 2018-2019 2019-2020 vs.Prior Year 2019-2020 Original Amended Increasel'Decrease IBudget Bud et Budget Amount % Tax Increment Revenue(TIF) -$ 13,816,071 (a) $12,421,686 $ 12,421,686 $ 1,394,385 10% Marina Rents&Fuel Sales $ 1,100,000 $ 1,000,000 $ 1,000,000 $ 100,000 9% Fund Balance Surplus $ 50,000 $ 50,000 Total Revenues $ 14,966,071 $13,421,686 $ 13,421,686 $ 1,544,385 10% EXPENSES CRA Board&Advisory Board $ 29,500 $ 30,000 $ 30,000 $ (500) -2% Administration Executive Department $ 457,966 $ 514,533 $ 522,480 $ (64,514) -14% Finance Department $ 200,037 $ 189,408 $ 194,309 $ 5,728 3% Planning&Development Department $ 154,448 $ 119,760 $ 122,060 $ 32,388 21% Marketing&Business Development $ 254,374 $ 147,208 $ 149,089 $ 105,285 41% Business Promotion and Events Department $ 80,488 $ 68,065 $ 69,756 $ 10,732 13% Taxes, Employee Benefits, Compensated Absences,Workers Comp $ 398,254 $ 414,399 $ 414,399 $ (16,145) 4% Sub-Total $ 1,545,567 $ 1,453,373 $ 1,472,093 $ 73,474 5% Other General Fund Expenses Insurances $ 172,500 $ 172,500 $ 172,500 $ 0% Professional Services $ 218,500 $ 264,000 $ 264,000 $ (45,500) -21% Buildings, Grounds, Maintenance $ 912,039 $ 723,545 $ 723,545 $ 188,494 21% Marina Operations $ 1,100,000 $ 1,000,000 $ 1,000,000 $ 100,000 9% Information Technology $ 79,500 $ 80,550 $ 80,550 $ (1,050) -1% Contingency $ 100,000 $ 100,000 $ 100,000 $ - 0% Sub-Total $ 2,582,539 $ 2,340,595 $ 2,340,595 $ 241,944 9% Total General Fund Operating $ 4,157,606 (b) $ 3,823,968 $ 3,842,688 $ 314,918 8% Operating Transfers Out Transfer to Debt Service Fund $ 2,140,852 $ 2,136,465 $ 2,136,465 $ 4,387 0% Transfer to Project Fund $ 8,667,613 $ 7,462,303 $ 8,102,303 $ 565,310 7% Sub-Total $ 10,808,465 $ 9,598,768 $ 10,238,768 $ 569,697 5% Total General Fund Expenses& Transfers Out $ 14,966,071 $13,422,736 $ 14,081,456 (2 12,154) -2% (a)Property values in CRA up 10% (b)Increase due to Property Maintenance at Marina and Woman's Club,and relocation fees for Townsquare move and staff addition. Boynton Beach CRA Prc'ect Fund - Budqet,,,Su,MM2ry =Bud FY 2018-2019 2018-2019 vs.Prior Year Original Amended Increase/Decrease FUNDING SOURCES Budget Bud et Amount 1.Rollover FY 2018-2019(see Budget Overview) $ 4,416,092 $ - $ - $ 4,416,092 NIA 2.Transfers in from General Fund $ - Other Financing Sources/Transfers In $ 8,667,613 $ 7,462,303 $ 8,102,303 $ 565,310 7% 3.Other Revenue/Financing Sources: $ - 1.Cash Analysis-CRA Board Approved 4/9/2019 $ 640,000 Total Funding Sources/Revenues&Transfers In $13,083,705 $ 7,462,303 $ 8,742,303 $ 4,981,402 57% V 2019-2020 FY 2018-2019 2018-2019 vs.Prior Year Original Amended Increase/Decrease EXPENSES Budget Bud et _ Budget Amount % Professional&Other Expenses Contingency $ 100,000 $ 100,000 $ 100,000 $ - 0% Professional Services $ 100,000 $ 204,979 $ 204,979 $ (104,979) -51% Legal Services $ 125,000 $ 125,000 $ 125,000 $ - 0% Sub-Total $ 325,000 $ 429,979 $ 429,979 $ (104,979) -24% Capital Outlay Property Purchases $ 472,830 $ 475,000 $ 475,000 $ (2,170) 0% BWCC Grant Match $ 200,000 $ 190,000 $ 190,000 $ 10,000 5% Site Work&Demolition Fees $ 163,888 $ 66,315 $ 66,315 $ 97,573 147% Infrastructure&Streetscape $ 7,152,925 $ 5,577,732 $ 5,577,732 $ 1,575,193 28% Future Development Projects $_, 878,812 $ 883,712 $ 883,712 $ (4,900) N/A Sub-Total $ 8,868,455 $ 7,192,759 $ 7,192,759 $ 1,675,696 23% Economic Develo ment&Housing Rehab Program Economic Development Grant Programs $ 377,000 $ 554,356 $ 554,356 $ (177,356) -32% Marketing Program $ 68,350 $ 80,000 $ 80,000 $ (11,650) -15% DIFA-Economic Development $ 1,632,000 $ 1,207,000 $ 1,207,000 $ 425,000 35% Sub-Total $ 2,077,350 $ 1,841,356 $ 1,841,356 $ 235,994 13% Projects&Programs Clean&Safe Program(Clean,Police,Code) $ 532,900 $ 370,000 $ 370,000 $ 162,900 44% Community Support Projects $ 645,000 $ 125,000 $ 125,000 $ 520,000 416% Business Promotional Events $ 635,000 $ 549,000 $ 549,000 $ 86,000 16% Sub-Total $ 1,812,900 $ 1,044,000 $ 1,044,000 $ 768,900 74% Total Project Fund Expenses $13,083,705 $ 10,508,094 $ 10,508,094 $ 2,575,611 25% Boynton Beach CRA Debt Service Fund - Budget Summary 2019-2020 FY 2018-2019 Original Amended Dept.# Funding Source Budget Budget Budget 49900 Transfers In from General Fund $ 2,140,852 $ 2,136,465 $ 2,136,465 Expenses Series 2012(formerly Series 2004&Series 2005A)- PNC Bank 59800-814 Principal $ 1,367,000 $ 1,331,000 $ 1,331,000 59800-824 Interest $_ _ 261,197 $ 295,270 $ 295,270 Sub-Total $ 1,628,197 $ 1,626,270 $ 1,626,270 Series 2015(formerly Series 2005B) BB&T 59800-815 Principal $ 395,000 $ 380,000 $ 380,000 59800-826 Interest $ 116,655 $ 129,195 $ 129,195 Sub-Total $ 511,655 $ 509,195 $ 509,195 59800-830 Financial Argent Fees $; 1,000 $ 1,000 $ 1,000 Total Debt Service Expenses 2,140,852 $ 2,136,465 $ 2,136,465 BOYNTON BEACH CRA TAX INCREMENT REVENUE "TIR') ESTIMATE - FY 2019-2020 As of: June 27, 2019 1. ASSESSED VALUATIONS FY 21018-2019 FY 2019-2020 ASSESSED VALUES $ 1,351,302,263 $ 1,468,212,722 (a) Estimate As of: 6/27/19 !!. from Prior Year $ 116,910,459 8.7% 2. TAX INCREMENT REVENUE-ESTIMATED FOR NEW BUDGET YEAR �FY 2018-2019 E FY 2019-2020 Estimates Assessed Values $ 1,351,302,263 $ 1,468,212,722 Less Base Year Value $ 309,821,849 309,821,849 TIR Taxable Value $ 1,041,480,414 1,158,390,873 95%of Difference $ 989,406,393 $ 1,100,471,329 (Per Florida Statutes Chapter 163.387(1)(a) Assumptions Redevelopment Trust Fund) No Millage Change City&County Mills ee Rates City 7.9000 7.9000 County 4.7815 4.7815 %Of Tax Increment Revenue Total TIR Cit $ 7,816,311 $ 8,693,724 62% County $ 4,730,847 $ 5,261,904 38% Sub-Total $ 12,547,157 $ 13,955,627 1.0%for True-Up $ 125,472 $ 139,556 1.0%for True-Up Net TIR $ 12,421,686 "$ 13,816,071 A► Budgeted Change from Prev.Year Amount $ 1,394,385 % 11.2% (a) The Property Appraiser will issue revisions to the CRA's taxable values at the end of June 2019, and in early October 2019, with a final certified tax value in mid-2020. The CRA's budgeted tax increment revenue will be based on the first, or May 24, 2019, "Estimates of Taxable Values"with a 1% deduction for the final Property Appraiser certified tax adjustments ("true-up") in mid-2020 Y� 45 1��5 i5 s}11x1 � tic I - 1 „1 - [) 4 t +t fo fu CY >t a LL „SC4 4 1 4 s 4 11 ,k l0 N Vi _ - 1V LLI Cal ? ci S ��3 1 r i Inr _ i V ltlt� Actual Category uanti Cost Der Unit Subtotal Notes Officer Salary&Incentive(Paramore) 1 $ 62,781 $ 62,781 Salary,Education Incentive Officer Benefits-Pension 1 $ 30,078 $ 30,078 Pension Officer Benefits 1 $ 13,330 $ 13,330 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(J Rivera) 1 $ 54,304 $ 54,304 Salary,Education Incentive Officer Benefits-Pension 1 $ 26,017 $ 26,017 Pension Officer Benefits 1 $ 12,680 $ 12,680 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(NEW) 1 $ 58,543 $ 58,543 Salary,Education Incentive(AVG) Officer Benefits-Pension(NEW) 1 $ 28,050 $ 28,050 Pension(AVG) Officer Benefits(NEW) 1 $ 13,005 $ 13,005 Healthcare,Dental,Vision,FICA(AVG) (Civilian)Salary&Incentive Community 1 $ 34,000 $ 34,000 Salary,Education Incentive(AVG) Service Officer(NEW) (Civilian)Benefits-Pension(NEW) 1 $ 11,501 $ 11,501 Pension(AVG) (Civilian)Benefits(NEW) 1 $ 13,500 $ 13,500 Healthcare,Dental,Vision,FICA(AVG) per Tim Howard add 20%increase to salary and benefit(in negotiations with $ 84,058 union)-will be adjusted $ 441,847 Personnel Costs Total A Bike(New Officer) 1 $ 1,300 $ 1,300 Bike for New Officer Bike Rack/Hitch 4 $ 350 $ 1,400 For Each Officer(not one for Capt) Bike Maintenance 1 $ 500 $ 500 Tires,Tubes,Seat,Lights Uniform 4 $ 850 $ 3,400 uniforms,belts Misc.Equipment-As needed 1 $ 2,000 $ 2,000 As needed&approved Communit Events/Promotions 1 $ 2,000 $ 2,000 Youth Programs Vehicle Prefunding 4 $ 6,413 $ 25,653.40 FY19/20 Interceptors Vehicle Maintenance 4 $ 3,400 $ 13,600.00 Fuel,maintenance $ 49,853 Equipment Costs Total Cell Phones Service Plan 5 $ 675 $ 2,700 $56.25/mo for staff Office Supplies/Misc Supplies 1 $ 1,000 $ 1,000 Paper,Pens etc.(includes printer/ copier) Office Electric,Cable/Internet, 12 $ 500 $ 6,000 Monthly operating costs water/sewage Office Space Monthly Maintenance 12 $ 650 $ 7,800 Monthly Maint.Ocean Palm Plaza Office Cleaning 1 $ 1,500 $ 1,500 Previously used City Clearning Crew (Barbara) Office Buildout Supples 1 $ 4,000 $ 4,000 security cameras,alarm,tv's Office Furniture 4 $ 1,800 $ 7,200 desks/locker/cabinets Computer equipment 4 $ 2,500 $ 5,000 laptoL/dockinE station Training 4 $ 1,500 $ 6„000 CPTED,CSO academy $ 41,200 Office Expenses Total ILA Amount for FY 19-20 $ 532,900 NOTE:All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2019-2020 Revised by CRA to include promotional/marketing materials and additional equipment. BOYNTON BEACH CRA FY 2019-2020 BUSINESS PROMOTIONS & EVENTS BUDGET 201 VIZUZU EVENTS DATE BUDGET BOYNTON BEACH Saturday&Sunday October 26&27,2019 $336,250 HAUNTED PIRATE FEST Event Marketing i $44,500 &MERMAID SPLASH E.Ocean Ave.(between Federal Hwy.and NE 3rd St.) Total Pirate Fest: $380,750 LIGHT UP THE PARK Saturday,December 7,2019 $25,400 E.Ocean Ave.(between Federal Hwy.and NE 3rd St.) Event Marketing; $3,900 Total Light up the-P-airk $29,300 HOLIDAY BOAT PARADE Friday,December 13,2019 $11,250 735 Casa Loma Blvd. Event Marketing; $4,700 Totaloat ara e' $15,950 IN CULTURE ART WALK Saturday,January 18,2019' $8,000 410 W.Industrial Ave. $2,000 ota n u ture $10,000 BLARNEY BASH Saturday,March 14,2020 11 $35,400 E.Ocean Ave.(between Federal Hwy.and NE 3rd St.) Event Marketing; $12,700 Total Blarney MasIT $48,100 ROCK THE PLAZA One Boynton Friday,January 24,2020 ' $6,600 Ocean Palm Plaza Saturday,'February 29,2020s $6,600 Sunshine Square Saturday,March 28,2020 : $8,100 Ocean Plaza Saturday,April 25,2020 $6,600 Event Marketing; $19,920 Total Rock the aza'+ $47,820 HISTORIC WOMAN'S CLUB Exact Date TBD $5,000 OF BOYNTON BEACH ACTIVATION OPEN HOUSE/BUILDING VIEWING Event Marketing; $2,000 1010 S.Federal Hwy. Total Woman's Club $7,000 ROCK THE MARINA&LIONFISH DERBY Saturday,June 6,2020 $16,200 735 Casa Loma Blvd. Event Marketing; $5,180 ota Rockthe arena $21,380 MARINA EVENT-REEF CLEAN-UP Saturday,July 25,2020 $16,100 735 Casa Loma Blvd. $5,180 ota eeClean-up' $21,280 ART WALK Exact Date TBD 1 $8,000 410 W.Industrial Ave. Event Marketing; $2,000 qta rt a $10,000 EQUIPMENT&SUPPORT $23 420 Sub-Total Events $512,920 Sub-Total Events Marketing $102,080 TOTAL COST OF EVENTS 1110- $615,000 Updated budget amounts reflect: Aniticpated 20%increase for BBPD event details Change in proposed amount for Woman's Club Activation. Not including rollovers from FY 18-19 6 BOYNTON BEACH CRA FY 2019-2020 MARKETING BUDGET PROJECT FUND 02-58400-445 BUSINESS DEVELOPMENT Economic Development Print a custom Media Kit for economic development grants $ 2,500 (3) Full page color ad placements to promote the businesses in the CRA district Holiday Gift Ideas/Mother's Day Outing/Father's Day Adventure Delray Newspaper Reaching over 15,000 direct online readers,a circulation of 12,000 papers $ 2,400 distributed to 250 locations in Palm Beach County and a copy mailed directly to over 2,000 homes. Reaching out to the Western Community(3) Full page color ad placements to promote the businesses in the CRA district Holiday Gift Neighborhood News Ideas/Mother's Day Outing/Father's Day Adventure. Mailed to 17,500 $ 1,400 homes/clubhouses,with over 10,000 additional subscribers that read the digital edition online and on Facebook. Full page color ad placement monthly(6)to promote the businesses in the Gateway Gazette CRA district Mother's Day, Father's Day,Small Business Saturday, $ 2,000 Service ad,(2)Smop summer campaign ads Boynton Bucks campaign for"A Restaurant Club"restaurants offering a Restaurant Club discount to attract news customers and for tracking.Campaign includes $ 5,000 design&print of discount cards Boynton Beach Extention&Marina banners printed and installed also Downtown Banners includes maintenance for existing banners $ 12,000 BDB ad in Profile Double page spread ad in the annual Business Development Board Profile $ 3,600 magazine we split this with the City Chamber&Business Merchant,redevelopment marketing,business development campaigns $ 8,000 Development Events Small Business This campaign includes a 1.5-2.0 minute video of the(40)CRA business Development Video along with photos of the business followed with a gift certificates donated by the business for a drawing on social media from the featured $ 20,000 Camp PoAd businesses that encourage winners try the business. Each 1.5-2.0 min Campaign video is$500 which includes 1 edit. Facebook ad creation for each(40)1.5 minute business development Social Media video-$30 Businesses that received grant and are enrolled in SMOP receive$50 social media ad $1,950 EZTexting Event promotion,business development(specials,grand opening,event promo),contests $ 2,000 Sub-Total Business Development $ 60,850 CRA COMPLIANCE Design 24 page report print 5,500 copies to be inserted into the Annual Report newspaper of the Sun Sentinel and delivered to 3,500 locations with the $ 7,500 33435 zip code$781 to insert$4,200 print$2,300 design Total Marketing - Project Fund $ 68,350 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.C. SUBJECT: Consideration of Resolution N. R19-03 Adopting the CRA Budget for Fiscal Year 2019 -2020 SUMMARY: At the September 10, 2019 meeting, the CRA Board will be reviewing and approving the proposed Fiscal Year 2019-2020 Project Fund, General Fund, and Debt Service Fund budgets for the Boynton Beach Community Redevelopment Agency. CRA Resolution No. 19-03 is established as approval and acceptance of the CRA Fiscal Year 2019-2020 Budget and Projects (see Attachment 1). With the approval of the Resolution, the CRA's Budget will be reviewed and ratified by the City of Boynton Beach City Commission at their September 17, 2019 meeting along with the City's Fiscal Year 2019-2020 annual budget. FISCAL IMPACT: Adoption of the CRA's Fiscal Year 2019-2020 Budget CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve Resolution No. 19-03 adopting the approved Boynton Beach Community Redevelopment Agency's Fiscal Year 2019-2020 Budget, subject to ratification by the Boynton Beach City Commission at their meeting to be held on September 17, 2019. ATTACHMENTS: Description D Attachment I - Resolution 19-03 RESOLUTION NO: R19-03 RESOLUTION OF THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ADOPTING A BUDGET FOR THE FISCAL YEAR OCTOBER 1, 2019 TO SEPTEMBER 30, 2020, AND PROVIDING AN EFFECTIVE DATE. WITNESSETH: WHEREAS, the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (BBCRA), in order to implement its Community Redevelopment Plan and provide for its operating expenses, has prepared a Budget for the Fiscal Year beginning October 1, 2019 and ending September 30, 2020, attached hereto as Exhibit "I"; and WHEREAS, the Board has determined that said Budget is in the public's interest and is necessary to implement the BBCRA's goals and objectives. NOW, THEREFORE, BE IT RESOLVED THAT- 1. The Budget attached hereto as Exhibit "I" for financial operations of the Boynton Beach Community Redevelopment Agency for the period from October 1, 2019 through September 30, 2020 is hereby adopted. 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 10th day of September, 2019. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By- Steven B. Grant, Chair S. Grant J. Katz M. McCray T. Penserga C. Romelus 00551570-1 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.D. SUBJECT: Consideration of Amendment of Terms for the Lease Agreement with the Boynton Beach Congregational United Church of Christ, Inc. for the CRA Owned Property located at 115 N. Federal Highway for Temporary Use SUMMARY: The CRA purchased the property located at 115 N. Federal Highway on May 15, 2018 from the Boynton Beach Congregational United Church of Christ, Inc. and entered into a temporary Post Occupancy Agreement until December 15, 2018 at which time the CRA entered into a Lease Agreement with the Church establishing an agreed to lease termination date of "on or before December 31, 2019" (see Attachments I & 11). In addition to the verbal request made to CRA staff by a member of the Church, the CRA Board Chair received an email request from Rev. Jack M. Copas, D-Min, Pastor, to amend the current Agreement's termination date and approve an extension (see Attachment 111). After CRA's and City staff review of the request, if the CRA Board agreed to amend the Church's termination date until "on or before January 31, 2020", it would not negatively impact the operation of the City's temporary Library or the transition plans for moving the Library from the 115 N. Federal Highway building into the new City Hall/Library building within Town Square when completed. CRA staff and legal counsel has prepared the attached First Amendment to the Lease Agreement revised language for a new termination date of January 31, 2020 (see Attachment IV). FISCAL IMPACT: No existing or new fiscal impact. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan— Downtown District CRA BOARD OPTIONS: 1. Approve the First Amendment to the Lease Agreement with the Boynton Beach Congregational United Church of Christ, Inc. for the property located at 115 N. Federal Highway, thereby extending the termination date to January 31, 2020, with all other terms and conditions of the lease remaining in full force and effect. 2. Do not approve the First Amendment to the Lease Agreement with the Boynton Beach Congregational United Church of Christ, Inc. for the property located at 115 N. Federal Highway. 3. The CRA Board may consider and approve an alternate dates, terms, and conditions. ATTACHMENTS: Description D Attachment I - Purchase Agreement and Post Occupancy Agreement -115 N. Fed. Hwy. D Attachment II - Lease Agreement- 115 N. Fed. Hwy. D Attachment III -The Boynton Beach Congregational United Church of Christ Emailed Extension Request D Attachment IV - Lease Amendment-First Amendment to Lease Agreement PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes, having an address of 710 North Federal Highway, Boynton Beach, FL 33435 (hereinafter "PURCHASER") and Boynton Beach Congregational United Church of Christ, Inc., having an address of 115 N. Federal Highway, Boynton Beach, FL 33435 (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Lots 1, 2, 3, 4, 5, 6 and 7, Block 6, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court, recorded in Plat Book 1, Page 23 excepting therefrom the North 5' of Lots 5 and 7, and the West S' of Lot 7, and existing right-of-way for U.S. Highway 1; together with buildings and improvements located thereon; and Lots 10, 11 and West %of lot 12, Block 1, ORIGINAL TOWN OF BOYNTON, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Circuit Court recorded in Plat Book 1, page 2 , Public Records of Palm Beach County, Florida. Parcel Control Number:08-43-45-28-03-006-0010 0 -4 - 5-28-03-001-0100 Property Address:115 N. Federal Highway, Boynton Beach, FL 33435 and 501 NE 1St Avenue, Boynton Beach, FL 33435 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Three Million and 00/100 Dollars ($3,000,000.00), payable in cash, by wire transfer of United States Dollars at the Closing. This contract is contingent on the Property appraising for not less than the Purchase Price. PURCHASER shall, at PURCHAER's expense, cause to have prepared an appraisal of the Property by an MAI appraiser conforming to the requirements of the Uniform Standards of Professional Appraisal Practice. Should the Property appraise for less than the Purchase Price this Agreement shall automatically terminate and PURCHASER's deposit shall be refunded. 00935063-1 Purchase and Sale Agreement Page 2of18 3. 3.1 Within five /5\ Business Days after the execution of the Purchase 4grecment by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of Twenty Five Thousand and 00/100 Dollars ($I5,0OO.00)the "Deposit"). 32 ApplicationlDisbursement of Deposit. The Deposit shall beapplied and disbursed asfollows: The Deposit shall be delivered to SELLER atClosing and the PURCHASER shall receive credit for such amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall bedelivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12, 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida |avv and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for nnisde!iveryofescrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's vvi||fu| breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter ofthe escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded ascourt costs infavor ofthe prevailing party. All claims against Escrow Agent will bearbitrated, so long asEscrow Agent consents toarbitrate. 4. EFFECTIVE DATE. The effective date nfthe Purchase Agreement isthe date that the Escrow Agent receives the Escrow Deposit and Escrow Agent executes the Agreement, however, not later than five (5) days after the date of CRA Board approval or SELLER shall have the option toterminate this Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before May 15, 2018, (the "Closing"), unless extended by other provisions of this Agreement orbywritten agreement, signed byboth parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title infee simple tothe Property, free and clear ofany and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real Purchase and Sale Agreement Page 3of18 estate taxes and special assessments for the year nfClosing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails toobject, or which PURCHASER agrees to accept, pursuant to Section 7.1and Section 7.2 hereof. 7. FEASIBILITY PERIOD., The PURCHASER, and its designees shall have thirty (30) days fromthe Effective Date of this Agreement ("Feasibility Period"), at PUR[HASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, toperform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase | and Phase U investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PUR[HA5ER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PUR[HASER'stesting and investigation; and (iii) release toSELLER, at no cost, all reports and other work generated as result of the PURCHASER'stestin8 and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) orfor damage to persons or property (subject tothe limitation on practicability provided above) arising out of PUR[HA5ER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and hold PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services directly authorized by SELLER in writing.. PURCHASER'S AND SELLERS' obligations under this Section shall survive the termination, expiration nrClosing ofthis Agreement. 7.1 Title Review. Within fifteen (15) days of the Effective Date, PURCHASER shall obtain, at the PUR[HASER's expense, from a Tide Company chosen by PURCHASER (hereinafter "Title Company"), aTide 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 8 of the Title [unornitrnent. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at dosing from Seller's proceeds, only with the pveapprova| of SELLER. Purchase and Sale Agreement Page 4ufl8 PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Tide Objections"). If PURCHASER fails to deliver the Title Objections toSELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities tncure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, orcause to be cured and removed, the Title Objections within the Cure Period, tnthe satisfaction ofPURCHASER, then PURCHASER, in PUR[HASER,s sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (]O) day period, or Oi\ accepting the title as it then is, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have nofurther obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title [onnrnbrnent, and such items render title unmarketable, PURCHASER shall have the right toobject to such new o/ different conditions in writing prior to Closing. All rights and objections ofthe Parties with respect to objections arising from the Title Update shall be the same asobjections to items appearing in the Title Commitment, subject tothe provisions ofthis Section. 7.2. Survey Review. Within twenty ( 20 ) days ofthe Effective Date, PURCHASER, at PURCHASER's expense, shall order a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. if the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning title objections and PURCHASER shall deliver written notice to SELLER no later than fifteen (15) days prior to closing notifying SELLER ofany objections PURCHASER has tothe Survey. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments in SBLLER`o possession or control, if any, within ten (IO) days of the Effective Date of this Agreement, except asspecifically indicated: 73.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER~s possession o/ control with respect to the physical condition or operation of the Property, if any. Purchase and Sale Agreement Page Sof18 7.3.2 Copies ofall licenses, variances, waivers, permits (including but not limited toall surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by |avv or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governnnenta! Approvals"), which are material to the use or operation of the Property, ioSE[[JE}l`mpossession orcontrol, ifany. 7.3.3 SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title tothe Property, including, but not limited to any conveyances, orlicenses. 8. CONDITIONS TO CLOSING. PURCHASER shall not beobligated toclose onthe purchase of the Property unless each of the following conditions (collectively, the "Conditions 1oC|osing") are either fulfilled orwaived byPURCHASER inwriting: 8.1. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 82. Condition of Property. The physical condition ofthe Property shall bethe same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 83. At Closing, there shall be no litigation or administrative agency orother governmental proceeding ofany kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The property shall beconveyed tothe PURCHASER attime of closing subject to terms of the Post Occupancy Agreement attached hereto as 'Exhibit A". 9. CLOSING DOCUMENTS. The PURCHASER, at its mo\c cost and ezpuuoc, shall prepare, orcause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. A Special Warranty Deed /the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear ofall liens, encumbrances and other conditions of title other than the Permitted Exceptions. Purchase and Sale Agreement Page 6of18 9.2 SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any deirn against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER and the existing tenants under the existing leases. SELLER shall also furnish to PURCHASER non-foreign affidavit with respect tothe Property. In the event SELLER is unable todeliver its affidavits referenced above, the same shall be deemed anuncured title objection. 9.3. Closing Statement. Adosing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and pnoratiuns between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver atClosing, once priorapproval imobtained from the SELLER. 9.4. Corrective Documents. Documentation required to dear tide to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER orthe 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 ofthis Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash atClosing shall be increased ordecreased as may berequired byprorations tobemade through the day prior toClosing. Advance rent and security deposits, ifany, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 195.295, Florida Statutes, with respect tothe payment of prorated advalorem taxes for the year ofclosing into escrow with the Palm Beach County Tax Collector's Office. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement bythe public body. Purchase and Sale Agreement Page 7of1O 10.4. Closing Costs. SELLER shall beresponsible for all documentary stamps nn the deed, recording of the deed. PURCHASER is responsible for acquiring the Owner's Title Policy, all general closing expenses, and their own legal fees. All other costs ofclosing shall be borne byPURCHASER. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and proradonsset forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: U\ disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "nnarked-uo" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents inthe appropriate public records. 10.6Existing Mortgages and Other . At Closing, SELLER shaUobtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable toand encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information tothe contrary, and (iii) shall survive the Closing. |nthat event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or nnuteria|noen's liens for work ormaterials furnished to or contracted for, byoron behalf ofSELLER prior to the Closing, and SELLER shall indennnihy, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's 6ees). 11.2 SELLER has noactual knowledge nor has SELLER received any notice ofany litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy orvalue of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder inthis Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property o/ assets of the SELLER by reason of the terms of any contract, mortgage, lien, !ease, agreement, Purchase and Sale Agreement Page 8of18 indenture, instrument or judgment to which the SELLER is party ofwhich is or purports to be binding upon the SELLER or which affects the SELLER; no action byany federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, orother encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession ofthe Property o/any portion ofthe Property asalessee. 11.6 SELLER shall not list oroffer the Property for sale or solicit or negotiate offers topurchase the Property while this Agreement isineffect. SELLER shall use its best efforts to maintain the Property in its present condition snastoensure that itshall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER urthe Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy orvalue of the Property orany part thereof orwhich would otherwise relate to the Property. 11.8 SELLER represents that ithas noactual knowledge nor has itreceived any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department ofLabor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governnnenta) Autho/ityUesY'>. Purchase and Sale Agreement Page 9of18 11.9 SELLER represents to PURCHASER that the Property is not subject tu any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the date ofthis Agreement and the date ofclosing, SELLER will not file any application for m change of the present zoning classification of the Property. 11.11 � The execution and delivery ofthis Agreement bySELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and dear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances ofrecord which will bedischarged atOosing). 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any ofthe foregoing entities. 11.13.2 There are no facts believed bySELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.133 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. Purchase and Sale Agreement Page 2Oof2O 12. 121PURCHASER's Default. |nthe event that this transaction fails Loclose due to e wrongful refusal to dose or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent tuSELLER asagreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not apenalty orforfeiture provision. 12.2. Seller's In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, atits option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or <2\ seek specific performance ofthis Agreement, waiving any action for damages. 12.3. 'Notice 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 o reasonable person todetermine the action necessary tncure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that astV a failure to close, the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. Purchase and Sale Agreement Page 1Iof18 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal de/iven/tothefoUovvingaddresses: If to Seller: Frederick W. Birdsall, Moderator 1003SVV6 t»Avenue Boynton Beach, FL33426 IftnPurchaser: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 71ON. Federal Highway Boynton Beach, FL]]435 With acopy to: Kenneth Dodge Lewis, Longman & Walker, PA 515North Hag|erDrive Suite 1500 West Palm Beach, FL334O1 Paul Finke, Chairman ofthe Board ofTrustees 1320SVV25 mVVay Boynton Beach, FL33436 14. BINDING OBLIGATIONZASSIGN M ENT. The be/nns and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right toassign this Agreement tu the City ofBoynton Beach (the "City") without the prior consent ofSELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement toany other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(l), Florida Statutes, (as itmay beamended from time totinoe), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated bythis Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER from and against any and all claims, losses, damages, costs orexpenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement orunderstanding alleged to have been nnedc bySELLER on its behalf with any broker orfinder in connection with this Agreement. PUlCl]/\5EK abuO budeznuiFv, Purchase and Sale Agreement Page 12 of 18 defend and hold harmless the SELLER from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by PURCHASER on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a 00935063-1 Purchase and Sale Agreement Page 13ofl8 public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1\ defend the claim up to and including final judgment, or 2\ interplead the challenged documents into the court 18. 181. 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 tothe entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be ofany force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating tothe Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written o/ 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 ofthis Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday orlegal 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 inthe calculation thereof. 18.3. Waiver. Neither the failure of party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of o breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Par{ies. As used in this Agreement, nrany amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, asthe context may require. Purchase and Sale Agreement Page 14otIO Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability. |fany provision nfthis Agreement nrthe application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the nnaxinnurn extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 "Handwritten Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 187 Waiver of Jua Trial. Asan inducement to PURCHASER agreeing toenter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out oforinany way connected with this Agreement. 18.8. . Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, both parties shall be responsible for their own attorney's fees and costs. 18.9 Binding Authority. Each party hereby represents and warrants to the other that each pe/son executing this Agreement on behalf ofthe PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she issigning with respect to all provisions contained in this Agreement. 18.I0 Recording. This Agreement may be recorded in the Public Records of Palm Beach County, Florida. 18.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12 SELLER Attornevs' 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 bythis Agreement. SIGNATURES ONFOLLOWING PAGE Purchase and Sale Agreement Page 15 of 18 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY Boynton Beach Congregational United Church REDEV LOP E T EN of Christ, Inc. Printed Name: Steven B. Grant Printed Name: Frederick W. Birdsall Title: Chair Title: Moderator/ Date: t Date: WITNESS: WITNESS: 4 Pri Name: Qcrsj"�J s ! Printed Name: )/,'l r IT SS: WITN ``SS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: 00935063-1 Purchase and Sale Agreement Page 15 of 18 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY Boynton Beach Congregational United Church REDElILOP of Christ, Inc. 1 Printed Name: Steven B. Grant Printed Name: Frederick W. Birdsall Title: Chair Title: Moderator f Date: Date: Date: WITNESS: ( WITNESS: Pr4mv ame: �7 t,j t &- Printed Name. - ✓ ' f. -" °._ m IT SS: WITH SS: Vd( �f` .� �* � Printed Name: ,Printed Name — '° ' Wn. ES NT ongman Walker, P.A. 1 Printed N{ me:t tV1re-kQL'V Date: 00(85061-1 Purchase and Sale Agreement Page 16 of 18 EXIHIBT"A" POST-CLOSING OCCUPANCY AGREEMENT THIS AGREEMENT is made and entered into as of the Tday of 2018, by and between BOYNTON BEACH CONGREGATIONAL UNITED CHURCH OF CHRIST, INC. ("Seller"), whose address is 115 N. Federal Highway, Boynton Beach, FL 33435 and BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("Buyer"), whose address is 710 N. Federal Highway, Boynton Beach, FL 33435. WITNESSETH: WHEREAS, Seller has agreed to sell and Buyer has agreed to purchase he remises described on the attached Exhibit "A" ("Premises"), in accordance with the ro i$io o that certain Purchase and Sale Agreement between Seller and Buyer, dated P 2018, ("Agreement"); and WHEREAS, Seller has requested that Buyer grant Seller permission to remain in possession of the Premises from and after the closing under the Agreement ("Closing"); and WHEREAS, Buyer has agreed to permit Seller to remain in possession of the Premises upon certain terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises, the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: Buyer hereby grants Seller permission to remain in possession of the Premises until on or before December 15, 2018, ("Vacate Date"), upon the following terms and conditions: A. For Seller's use and occupancy of the Premises from and after Closing, Seller shall pay to Buyer an amount equal to Ten Dollars ($10.00) a month or any partial month that Seller occupies the premises. B. Seller shall remain responsible for all costs and expenses of and for the Premises from and after Closing until Seller vacates the Premises for water, electric, gas, trash, sewer, telephone, cable television and any and all other utilities serving the Premises. C. Seller shall maintain hazard and general liability insurance coverage in amount acceptable to Buyer, insuring the Premises and naming Buyer as an additional insured. D. Seller shall indemnify, defend and hold Buyer harmless from and against any and all damages and liabilities in connection with, arising from or caused by the use or occupation of the Premises by Seller from and after Closing up until and including the Vacate Date. 00935063-1 Purchase and Sale Agreement Page 17ot18 E. AtSeller's sole cost and expense, Seller shall maintain in good working order, condition and repair the Premises including, but not limited to, the interior and exterior of the residence, all mechanical equipment including air conditioning, and the lawn and landscaping, including pest control, and Seller shall deliver the Premises to Buyer in the same condition as the Premises are in as of Closing, ordinary wear and tear excepted. The Parties agree that total maintenance expenses paid by Selling during the Occupancy Period shall not exceed Twenty Thousand Dollars /$2CLO0O.00\. F. Should Seller fail to vacate the Premises by the Vacate Data, Buyer may institute summary proceedings under Chapter 83, Florida Statutes, as if Buyer were a landlord and Seller atenant in possession ofBuyer's dwelling unit o/ such other appropriate proceedings at law or in equity, as Buyer may elect, against Seller io recover possession of the Premises, without waiving or releasing any other claims, rights or remedies Buyer may have against Seller. & If Seller fails to vacate the Premises by the Vacate Date, Buyer shall be entitled to, and Seller shall pay to Buyer, liquidated and agreed upon damages in the amount of Fifty Dollars ($50.00) per day for each and every day (including any portion thereof) that Seller remains in possession of the Premises on and after the Vacate Dote. This provision for liquidated and agreed upon damages is a bona fide provision and is not a penalty, the parties agreeing that by reason of Seller's failure to vacate the Premises by the Vacate Date, Buyer's plans for moving and other business arrangements will be adversely affected, and Buyer will have sustained damages thereby, but will not be capable of determination with precision and, therefore, this provision for liquidated and agreed upon damages hes been incorporated into this Agreement asa provision beneficial to both parties. H. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and assigns. Seller shall not assign, transfer or delegate any of Seller's rights or obligations under this Agreement. 1. This Agreement constitutes the entire understanding among the parties, and shall not be modified except in a writing signed by all the parties. This Agreement shall supersede all prior understandings among the parties with respect tothe subject matter ofthis Agreement. J. If any provision of this Agreement is determined to be legally invalid, inoperative or unenforceable, only that particular provision shall be affected and such determination shall have no effect whatsoever on any other provision of this Agreement, and all other provisions of this Agreement shall remain infull force and effect and shall befully enforceable. K. No delay or failure to exercise any remedy o/ right occurring upon any Purchase and Sale Agreement Page 18 of 18 default shall be construed as a waiver of such remedy or right, or acquiescence in such default, nor shall it affect any subsequent default of the same or a different nature. L. In any litigation arising out of or in connection with this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs, including, but not limited to, such fees and costs in bankruptcy and through and including all post-judgment and appellate proceedings. M. The parties agree that each shall, at any time, and from time to time, upon written request from the other, execute, acknowledge and deliver any and all such further documents and instruments, and shall do such acts, as may be reasonably requested by such party in order to fully effectuate the purposes and provisions of this Agreement and the consummation of the transactions contemplated by this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. PURCHASER: SELLER: BOYNTON UACH COMMUNITY Boynton Beach Congregational United Church RED E E AGE Y of Christ, Inc. Printed Name: Steven B. Grant Printed Name: Frederick W. Birdsall Title: Chair Title: Moderator Date: L4 I 1 Date: WITNESS- J P ' Name: tJtC U i Printed Name: S — ,, �; /Y i Printed Name: Printed Name: U4 00935063-1 LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into this dayof 2018, byand between the Boynton Beach Community Redevelopment Agency, whose address is 710 North Federal Highway, Boynton Beach, FL 33435 (hereinafter referred to as "Landlord") and Boynton Beach Congregational United Church of Christ, Inc., whose address is 115 N. Federal Highway, Boynton each, FL 33435, (hereinafter referred to as "Tenant"). This Lease Agreement supersedes and renders void that certain Post-Closing Occupancy Agreement entered into between the parties to April 11, 2018. ARTICLE I-GRANT OF LEASE Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property described in Exhibit "A" attached hereto and by reference made a part hereof (the "Leased Premises"), together with all improvements located therein as more fully described below. ARTICLE 11 - LEASE TERM The term of this Lease shall begin on the al—loday of t-to-e--_, 2018, and shall terminate on December 31, 2019. ARTICLE III -EXTENSIONS The parties hereto may elect to extend this Agreement for an additional one year term (terminating on December 31, 2020) as may be mutually agreed upon in writing and signed by the parties at the time of any such extension. ARTICLE IV- DETERMINATION OF RENT The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following rates and times: The annual rent shall be payable in advance in equal monthly installments of Ten Dollars ($10.00) per month, on the first day of each and every calendar month during the term hereof, and prorata for any fractional portion thereof. ARTICLE V-TAXES The Landlord shall be liable for any and all real estate taxes and assessments against the Leased Premises, if any. 01003332-2 Page 1of9 ARTICLE VI -CONSTRUCTION AND COMPLETION Section 1. Improvements by Landlord. Landlord will prepare plans and specifications for the construction of improvements of the Leased Premises consistent with the agreed on conceptual plan set forth in Exhibit "A". Landlord shall obtain all permits and other authorizations of governmental bodies or authorities which are necessary to permit the construction of the improvements on the dermsed premises'and shall keep the same in full force and effect at Landlord's cost. It is understood by the Parties that the City of Boynton Beach will be involved in the permitting and construction activities contemplated inthis Lease Agreement. References to "Landlord" in this Article shall include the City as required, which Tenant hereby acknowledges and approves. Landlord's improvements to the Leased Premises shall be at its expense and include the following: a. The construction of a new sanctuary, including the relocation oft e alter, pulpit, stained glass, sound system and pews; b. The construction of a storage area, small coffee room and new entryway; C. The relocation of Tenant®s appliances from the second floor of the building into the Leased Premises; and d. The construction of a new interior all separating the Leased Premises from the remaining first floor space® Upon completion of construction, Tenant shall be provided keys to access the Leased Premises from the new entry way referenced above, Tenant shall, at its cost, obtain or maintain an occupancy permit and all other permits or licenses necessary forte occupancy ofthe improvements and the operation of the same as set out herein and shall keep the same in force. The Tenant shall keep the property free and clear of all liens and, should the Tenant fail to do so, or to have any liens removed from the property within fourteen (14) days of notification to do so by the Landlord , in addition to all other remedies available to the Landlord , the Tenant shall indemnify and hold the Landlord harmless for all costs and expenses, including attorney's fees, occasioned by the Landlord in having said lien removed from the property; and, such costs and expenses shall be billed tothe Tenant monthly and shall be payable by the Tenant with that month's regular monthly rental as additional reimbursable expenses tote Landlord by the Tenant. Section 2. Utilities. Landlord shall pay for all water, sanitation, sewer, electricity, and other utilities incident to Tenant's use of the Leased Premises. 01003332-2 Page of ............ ------- ............................................. .......... ARTICLEI - OBLIGATIONS Section it i t e Landlord shall be responsible for all maintenance and repairs required o the building (excluding the Leased Premises), both interior and exterior, including the roof and mechanical systems. The Landlord shall also be solely responsible for the landscaping and maintenance of the grounds and parkingareas. Section is Repairs. The Tenant shall be responsible for all costs associated withthe repair and maintenance of the Leased Premises, excluding the Mitsubishi A/C Split Unit locate within eMinister's Office, except r reasonable wear and tear, the repairs required Landlord ursuan hereto, and maintenanceor replacement necessitated as the result of any act oromission or negligence oft e Landlord, its employees, agents, or contractors. ARTICLE Ill -TENANT'S Tenant covenants and agrees as follows: a. To procure any licenses and permits re uire for any use made of the Lease Premises by Tenant, and upon e expiration or termination oft is Lease, to remove its goods and effects and those of all persons claiming under it, and to yieldpeaceably to Landlord the Leased Premises in goodorder, repair and condition in all respects. b. To permit Landlord and its agents to examine the Leased Premises at reasonable times. C. To permit Landlord o enter the Leased Premises to inspect such repairs, improvements, alterations or additions thereto as may be required n er the provisions of this Lease. d. To assist Landlord in removing and relocating all personal propertyand fixtures (including those associated with the "Newly News o e") into the Leased Premises or removed from the Leased Premise. e. To occupy n conduct all operations solely within the Leased Premises set fort in Exhibit ", using est efforts to avoid conflict or disturbances to Landlord's use of the remaining it in . ARTICLE1 INDEMNITY BY TENANT The Tenants all hold Landlord r less and indemnify Landlord from all injury, loss, claims, actions or damage to any person or property while on the Leased Premises and any relate expense, including attorney's fees, unless caused by the willful acts oromissions or gross negligence o Landlord, its employees, agents, licensees or contractors. Tenant shall maintain, with respect o the Leased Premises, comprehensive general liability insurance with limits o 01003332-1 Page 3 of 9 not less than one million dollars for injury or death from one accident and $500,000.00 property damage insurance, insuring Landlord and Tenant against injury to persons or damage to property on or about the Leased Premises. A copy of the policy or a certificate of insurance shall be delivered to Landlord on or before the commencement date. ARTICLE X- USE OF PROPERTY BY TENANT The Leased Premises shall be occupied and used by Tenant exclusively as a church and those uses incidental thereto. Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease, assign, or license the use of the property to any sublessee, assignee, or licensee, which or who shall use the property for any other use. ARTICLE XI -SIGNAGE Section 1. Exterior Signs. Tenant shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances, to erect and thereafter, to repair or replace, if it shall so elect, signs on any portion of the Leased Premises, providing that Tenant shall remove any such signs upon termination of this lease, and repair all damage occasioned thereby to the Leased Premises. Section 2. Interior Signs. Tenant shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances, to erect, maintain, place and install its usual and customary signs and fixtures in the interior of the Leased Premises. ARTICLE XII - DEFAULT Section 1. Landlord's Remedies. In the event that: a. Tenant shall be in default in the payment of rent or other charges herein required to be paid by Tenant (default herein being defined as payment received by Landlord ten or more days subsequent to the due date); or b. Tenant has caused a lien to be filed against the Landlord's property and said lien is not removed within thirty (30) days of recordation thereof; or C. Tenant shall default in the observance or performance of any of the covenants and agreements required to be performed and observed by Tenant hereunder for a period of thirty (30) days after notice to Tenant in writing of such default (or if such default shall reasonably take more than thirty (30) days to cure, Tenant shall not have commenced the same within the thirty (30) days and diligently prosecuted the same to completion); or d. Tenant has abandoned the premises; or 010033322 Page 4of9 e. Tenant has been adjudged bankrupt. Landlord shall be then entitled to its election to exercise concurrently or successively, at Landlord's absolute discretion, any one or more of the following rights: i. Terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the term of this Lease, and all rights of Tenant under this Lease and in and to the Premises shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising up to the date of such termination, and Tenant shall surrender the Premises to Landlord on the date specified in such notice; or ii. Terminate this Lease as provided herein and recover from Tenant all damages Landlord may incur by reason of Tenant's default, including, without limitation, a sum which, at the date of such termination, represents the then value of the excess, if any, of(a)the Rent and all other sums which would have been payable hereunder by Tenant for the period commencing with the day following the date of such termination and ending with the date herein before set for the expiration of the full term hereby granted, over (b) the aggregate reasonable rental value of the Premises for the same period, all of which excess sum shall be deemed immediately due and payable; or iii. Without terminating this Lease, declare immediately due and payable all Rent and other amounts due and coming due under this Lease for the entire remaining term hereof, together with all other amounts previously due, at once; provided, however, that such payment shall not be deemed a penalty or liquidated damages but shall merely constitute payment in advance of rent for the remainder of said term. Upon making such payment,Tenant shall be entitled to receive from Landlord all rents received by Landlord from other assignees, tenants, and subtenants on account of said Premises during the term of this Lease, provided that the monies to which tenant shall so become entitled shall in no event exceed the entire amount actually paid by Tenant to Landlord pursuant to the preceding sentence less all costs, expenses and attorney's fees of Landlord incurred in connection with the reletting of the Premises; or iv. Without terminating this Lease, and with or without notice to Tenant, Landlord may in its own name but as agent for Tenant enter into and upon and take possession of the Premises or any part thereof, and, at landlord's option, remove persons and property therefrom, and such property, if any, may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of Tenant, all without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby, and Landlord may rent the Premises or any portion thereof as the agent of Tenant with or without advertisement, and by private negotiations and for any term upon such terms and conditions as Landlord may deem necessary or desirable in order to relet the Premises. Landlord shall in no way be 01003332-2 Page 5of9 responsible or liable for any rental concessions or any failure to rent the Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon such reletting, all rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness (other than any rent due hereunder) from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including, without limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third, to the payment of rent and other charges then due and unpaid hereunder; and the residue, if any shall be held by Landlord to the extent of and for application in payment of future rent as the same may become due and payable hereunder. In reletting the Premises as aforesaid, Landlord may grant rent concessions and Tenant shall not be credited therefore. If such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at Landlord's option, be calculated and paid monthly. No such reletting shall be construed as an election by Landlord to terminate this Lease unless a written notice of such election has been given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any such previous default provided same has not been cured; or V. Without liability to Tenant or any other party and without constituting a constructive or actual eviction, suspend or discontinue furnishing or rendering to Tenant any property, material, labor, Utilities or other service, whether Landlord is obligated to furnish or render the same, so long as Tenant is in default under this Lease; or vi. Allow the Premises to remain unoccupied and collect rent from Tenant as it comes due; or viii. Pursue such other remedies as are available at law or equity. f. Landlord's pursuit of any remedy of remedies, including without limitation, any one or more of the remedies stated herein shall not (1) constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Lease Agreement or any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination, or (2) serve as the basis for any claim of constructive eviction, or allow Tenant to withhold any payments under this Lease. Section 2. Landlord's Self Help. If Tenant in the performance or observance of any agreement or condition in this Lease contained on its part to be performed or observed shall not cure such default within thirty (30) days after notice from Landlord specifying the default (or if such default shall reasonably take more than thirty (30) days to cure, shall diligently prosecute the same to completion), Landlord may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefore and save Landlord harmless therefrom. Provided, however, that Landlord may cure any such default 01003332.2 Page 6 of 9 as aforesaid prior to the expiration of said waiting period, without notice to Tenant if any emergency situation exists, or after notice to Tenant, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the Leased Premises or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of rent due and shall for all purposes be deemed and treated as rent hereunder.. ARTICLE XIII—PARKING The Tenant shall have continued use of the parking spaces (located on the west and north side of the building)for the term of this Lease Agreement. ARTICLE XIV- MISCELLANEOUS Section 1. Quiet Enjoyment. Landlord covenants and agrees that upon Tenant paying the rent and observing and performing all of the terms, covenants and conditions on Tenant's part to be observed and performed hereunder, that Tenant may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance or molestation from Landlord or any persons lawfully claiming through Landlord. Section 2. Pirate Fest & Mermaid Splash. Tenant has been made aware that the property (but not the Leased Premises) is utilized by Landlord for the annual Pirate Fest & Mermaid Splash. Tenant consents to said use during the days of October 27-28, 2018 and October 26-27, 2019, and surrounding dates for necessary preparation and clean up. Tenant agrees to adjust its hours of operation to accommodate same, with the understanding that Landlord will, in good faith, seek to locate a replacement location for Tenant to meet at no cost to Tenant on these dates. Section 3. Holding Over. In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Landlord and Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein contained. The rental shall be the rental in effect during the term of this Lease as extended or renewed, prorated and payable for the period of such occupancy. Section 4. Waivers. Failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. 010033322 Page 7 of 9 Section_S. Notices. All notices and other communications authorized or required hereunder shall be in writing and shall be given by hand delivery or mailing the same by certified mail, return receipt requested, postage prepaid, and any such notice or other communication shall be deemed to have been given when received by the party to whom such notice or other communication shall be addressed. If intended for Landlord the same will be mailed to the address herein above set forth or such other address as Landlord may hereafter designate by notice to Tenant, and if intended for Tenant, the same shall be mailed to Tenant at the address herein above set forth, or such other address or addresses as Tenant may hereafter designate by notice to Landlord. Section 6. Assignment and Subletting. Lessee shall not assign this Lease, nor sublet the whole or any part of the Premises without first obtaining the written consent of the Landlord. Section 7. Invalidity of Particular Provision. If any term or provision of this Lease Agreement or the application hereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 8. Brokerage. The parties represent that no party has acted as, by or through a broker in the effectuation of this Agreement. Section 9. Entire Agreement. This instrument contains the entire and only agreement between the parties, and no oral statements or representations or prior written matter not contained in this instrument shall have any force and effect. This Lease shall not be modified in any way except by a writing executed by both parties. _Section 10. Governing Law. All matters pertaining to this agreement (including its interpretation, application, validity, performance and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Palm Beach County, State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. 01003332-2 Page 8 of 9 IN WITNESS WHEREOF,the parties hereto have executed this Lease the day and year first above written or have caused this Lease to be executed by their respective officers thereunto duly authorized. Signed, sealed and delivered in the presence of: WITNESSES: LANDLORD: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGfNCY w. By: Name: r Title: &e WITNESSES: TENANT: BOYNTON BEACH CONGREGATIONAL UNITED CHURCH OF CHRIST, INC. t 1 r�- K, t By. Title: _ u 03003332-2 ''.... Page 9of9 EXHIBIT "A" r .. if gyp.• . 1A i �� 3 Simon, Michael From: Grant, Steven Sent: Monday, September 2, 2019 4:58 PM To: Simon, Michael Subject: Fwd: Extension Discussion Hello Michael: I trust you are staying safe, wanted to know if you could put this discussion as an item for September's meeting? Steven B. Grant, Esq Mayor 3301 Quantum Blvd., Suite 101 Boynton Beach, Florida 33426 561-376-1537 Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records. Therefore, your e-mail communication and your e-mail address maybe subject to public disclosure. Steven Grant Mayor, City Comimii sion Mailing address: P.O. Box 315 Boynton Beach, Florida 3425 Physical address:301 Quantun'i Blvd., Suite 101 Boynton Beach, Florida 3426 51-242- 015 Gr,antS@bbfl.us oynton-beach.org/ Please be advised that Florida has a goad public records law and all correspondence to mie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-,,ail addresses are public records.Therefore, your,e-miail on-m-wni ation ars your,e-miail address miay be subject to public disclosure. From:Jack Copas<copasjack56@gmail.com> Sent: Saturday,August 31, 2019 8:31:31 PM To: Grant, Steven <GrantS@bbfl.us>;junefinke@icloud.com <junefinke@icloud.com>; Frederick W. Birdsall <F.W.Birdsall @att.net>; etzlerfam@yahoo.com <etzlerfam@yahoo.com> Subject: Extension Discussion 1 Dear Chairman Grant of the CRA, The Officers and Trustees of our church request a discussion for a contract extension with the CRA and The Boynton Beach Congregational United Church of Christ. Please include the discussion for a contract extension on the agenda of the September 10, 2019 meeting. Thanking you for your time and attention to this matter I do remain gratefully yours in God's service, Grace and peace, The Rev. Jack M. Copas, D-Min. Pastor September 1, 2019 1-561-734-1699 - Church 1-201-294-7710 -Revs. Cell 2 LEASE AMENDMENT FIRST AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO THE LEASE AGREEMENT (the"Amendment")is made this day of September, 2019, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("CRA" & "Landlord"), whose address is 710 N. Federal Highway, Boynton Beach, Florida 33435 and BOYNTON BEACH CONGREGATIONAL UNITED CHURCH OF CHRIST, INC. ("Tenant"), whose address is 115 N. Federal Highway, Boynton Beach, Florida 33435. WITNESSETH: WHEREAS, the Tenant having previously executed a lease agreement dated June 22, 2018 (the "Lease")and to terminate on December 31,2019,pursuant to the terms of which Tenant has leased the above premises; and WHEREAS, the Landlord and Tenant have agreed to extend the term of the Lease to terminate on or before January 31, 2020, contingent upon Landlord's timely receipt of Tenant's rent payments; and NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: The Landlord and Tenant hereby agree that the term of the Lease, contingent upon timely receipt of all required rent payments, is hereby extended to January 31, 2020. Tenant shall remove all personal property and vacate the premises by 5:00 p.m. on January 31, 2020. FURTHER,should Tenant fail to vacate the premises on or before January 31,2020,eviction proceedings will be initiated. All other terms of the existing Lease Agreement will remain in full force and effect. LANDLORD: TENANT: BOYNTON BEACH COMMUNITY BOYNTON BEACH CONGREGATONAL REDEVELOPMENT AGENCY UNITED CHURCH OF CHRIST, INC. Print: Steven B. Grant, Chair Print: Date: Date: 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.E. SUBJECT: Consideration and Discussion of the Letter of Interest Submitted by Bride of Christ Tabernacle Church for the CRA Owned Property Located on NE 10th Avenue SUMMARY: On May 14, 2019 the CRA received a Letter of Interest (LOI) for the purchase of a CRA-owned vacant parcel located on E. Martin Luther King Jr. Boulevard (NE 10th Avenue) from the Bride of Christ Tabernacle Church located at 202 NE 11th Avenue (see Attachment 1). The CRA's parcel is a single lot approximately 50'x 140' in size and is located in the R2 Zoning District. The Bride of Christ Tabernacle Church owns the vacant lot adjacent to the CRA's vacant lot being requested as well as church building located at 202 NE 11 th Avenue (see Attachment 11). In the LOI, the Church proposes to combine their lot with the CRA lot together to build a new Children's Day Care facility open to the public and would serve approximately 40 children from the ages of 2-5 years old. They are proposing that the facility would be open weekly, Monday through Friday from approximately 7 a.m. -7 p.m. CRA staff, representatives from the Church, and City Planning & Development staff met to discuss the various development requirements applicable under the City's Land Development Regulations and CRA Community Redevelopment Plan. As a result, the draft site plan being presented includes a new 2-story, 3,650 square foot building with accompanying children's outdoor play area and parking (see Attachment 111). The proposed facility will benefit by being located adjacent to their current church building. On August 6, 2019 an appraisal was received for the CRA's vacant lot which was valued at $49,000 (see Attachment IV). A purchase price will need to be discussed and included in an agreement if this is the direction of the Board. The Bride of Christ presented this item to the CRA Board at their August 13, 2019 Board Meeting. The CRA Board was concerned that the day care center would only be used for church members and the Church assured the CRA Board that it would be open to the local community. The Bride of Christ's market research on local day care centers and their formal offer of $49,000 for the vacant lot is provided as Attachment V. The CRA Board has requested for the CRAAB to review the item and provide recommendations at their September 5, 2019 meeting. CRAAB RECOMMENDATION: At their September 5, 2019 CRAAB meeting, the Board recommend approval of the purchase price of $49,000 for the CRA-owned property located on E. Martin Luther King Jr. Boulevard as indicated in the Letter of Interest submitted by the Bride of Christ Tabernacle Church. CRA BOARD OPTIONS: 1. Approve the Letter of Interest submitted by the Bride of Christ Tabernacle Church for the purchase of the CRA-owned property for $49,000 located on E. Martin Luther King Jr. Boulevard and direct staff and legal counsel to bring back a Purchase and Development Agreement at the next available meeting. 2. Reject the Letter of Interest submitted by the Bride of Christ Tabernacle Church for the purchase of the CRA-owned property located on E. Martin Luther King Jr. Boulevard. 3. Recommend other alternatives for the CRA Board's consideration. ATTACHMENTS: Description D Attachment I - Letter of Interest from Bride of Christ Tabernacle Church D Attachment II - Location Map D Attachment III -Conceptual Site Plan D Attachment IV -Appraisal of CRA owned parcel on E. M LK Jr. Blvd. D Attachment V - Day Care Study - Purchase Price of CH KIST His relurn Pjride ()f( kristTabernacle May 14, 2019 1;,LETTER OF INTEREST.......... TO BOYNTN; BEACH COMMUNITY REDEVELOPMENT AGENCY FROM : BRIDE 0Ri TABERNACLE CHURCH � ' i ^ I0 'w RE REQLIES Tf� N BEACH CRA TO SELL LOT PARCEL#0843452';,Y'0, 610260 OF ROBERT '` BOYNTON +� � h Y DEAR SIRS: Ai u < sz k��h yi t The BRIDE OF CHRIST TABERNACLE CHURCH would lik,0'10 pu �, se therks�t ow��; '«by CRA BOYNTON BEACH referenced above which adjoins a` ;`" ntiguaw , proper y to the Ba t t, ' t ri it A ,y1 '.. �1+ ��, %I, �� I i We want to build a Child Day Care h will e� ulic aid be`bpen to the community as well as our church members for approximately 40 children, ages 2- `hpri�tl ��thru Friday 7:30 AM TO 6:00 PM using section of our property. We would need this lot to complete the° ild are project. r If by any chance you are ready t se44-ple � n ider us as "hen the time comes. Thank you Anonce Nerestant,Trusty ;��,g 101,0,,ude Maxime,Trusty Nerestantl2@yahoo.com 561-305-8981 Gf 561-986-2919 CC: 1.SimonM@bbfl.us 2.Shuttt@bbfl.us 3. UtterbackT@bbfl.us 202 NE- I I ch Ave botJ.nton each, Florida 53435 1 (5 1) 752-8452 1 iean_)oui547(9 Jahoo.com of CI 1 RI5T His relurn bricle C)f Christ Tabernacle 2o2 NE- 1 1 th Ave botJ.nton F)each, Florida 53435 1 (5G I) 752-8452 1�ean_)oui547(9Jahoo.com It 'u t1} t 4� 4;. t ( , r , r , i tt R — v v ( } � t, — S ' - � _�- •.r �,� -til_ ay ;- � --:_ --. ��11,r <�3J}�'�t�a�k��i��?�._, - � ki 0, id J e a_r i t r _ 3 ( c ocroscw zseicw nw aiaaeoa Valaold HDV38 NOINnoa e ]AV Hlll3N ZOZ SaOMINl TKUDTAHDaV a NIINID 3NVDAVO O1IHD Id NDIS3a VDHa HDNAHD 3IDVNN]gVl1SINHD JO lam Qz z q �jo IL -w LA n ---------- 0 O w� �< o o _ -- ------------_ o < <_ I � w N �z o a U m N is' U d( a Q ypo " Y «�M�� U �� q W °-psps<�raa�p�p aw Na ooH goom. Hp�p�awaw NaHo�HomHgVqLLo�� -Ww ZU —1 z�° F zo aw ooMo 0- a O4[ O j -- -- -- -- -- -- -- -- -- -- I i I I i I iiw x x i Ii Cy 'i.. ------- --- cr WW�}LLLU LLL II J LLI QU j l l -jQ V LU Lu iI I � � � -� ii 0 3 F j Q j C F W z = 5 I N oz OI® r: ®� r R I I ? a 0 - @¢ nI 4 1 I II, IIIIIII _ _ _ 11IIIII $ I Z ! i I o o I I i vi I UWI I � _4 APPRAISAL REPORT VACANT LAND 207 NORTHEAST 10 AVENUE EAST MARTIN LUTHER KING,JR. BOULEVARD BOYNTON BEACH,FLORIDA 33435 by Vance Real Estate Service 7481 Northwest Fourth Street Plantation,Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 August 6, 2019 Vance Real Estate Service sf, August 6,2019 Boynton Beach Community Redevelopment Agency � �`�`}�' 710 North Federal Highway Boynton Beach, FL 33435 — i i RE: Vacant lot,207 Northeast 10 Avenue, Boynton Beach, FL 33435 (Legal description is in the report) Ladies and Gentlemen: In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of August 6, 2019. The report sets forth our value conclusion, along with data and reasoning supporting our opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2018-2019). This report is for possible acquisition of the appraised property. ! Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of the market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. FORTY-NINE THOUSAND DOLLARS $49,000 I (THIS LETTER MUST REMAIN ATTACHED TO THE REPORT WTH SIXTY-EIGHT(68)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID.) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 "MBA"REAL ESTATE MANAGEMENT AND DEVELOPMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 -- TABLE OF CONTENTS Pate Number Title Page i Letter of Transmittal ii Table of Contents iii INTRODUCTION 4 Photos of the u �ectProperty 5 Aerial photo of the Subject Property 6 1-3-5 Mile Location Map 7 1-3-5 Mile Summary of Demographic Statistics 8 Summary of Important Facts and Conclusions 10 DESCRIPTIONS ANALYSES & CONCLUSIONS 11 I entity of Client and Intended User 12 Intended Use 12 Identification of Real Estate Appraised 12 Ownership 12 Property Address and Legal Description 12 Real Estate Tax Analysis 13 Market Area Description 14 Land Use & Zoning 19 Site Description 20 Real Property Interest Appraised 21 Appraisal Purpose and Definition of Market Value 21 Effective Dates of the Appraisal and Report 22 Scope of the Work 22 Summary of Information Considered 23 Property History 23 Highest and Best Use 24 SALES COMPARISON APPROACH- LAND VALUE 27 Land Sales es Location Map 29 Land Sales Documentation 30 Land Sales Comparison Chart 38 Valuation by Sales Comparison 39 FINAL VALUE OPINION 43 Certification and Limiting Conditions 44 ADDENDA 46 Acquiring deed 47 Copy of"R-2" Zoning Ordinance 50 USPAP Standards Rule 2-2a 58 Qualifications of the Appraisers 60 INTRODUCTION 4 Ami( t a �Vti�"iiE t k urn,lv,�ro a 4� (pts Appraised Lot Looking North Looking NW at a Lot for Tabernacle Parking 3�it vt� � �V f � '� � 2 +y�+r�� r f �i � � r '•< �M l + t 1 i i��, y`x a y \'�i2fi�4(S 1t YtSitf 5 yl r t1t �ffi `1 F \ Looking NE @ the Appraised Lot Looking Weston E. MLK,Jr. Blvd. E j �� s $ a Looking East on E. MLK,Jr. Blvd. PHOTOS 9F THE SUBJECT& ENVIRONS 207 E. MLK,Jr. BLVD. BOYNTON BEACH, FLORIDA 5 ri% 4{t if t 4 t 1 S t 1 i 1 � W 1 w� 6 II1 �q ti fi �! d W ! LL! I r� 9T �i`#�a"'11 pn19�a�3na5 hJ�' - pnl9 tlsasa¢aShN^ ( r t��t7 1 s,!It{ft��\i{yU,s,� 1�liS{rr rJ17r 4i1 S)S�}4L� �� S}��Y1; tl lnr f'y��;t�i\i'�rc'S�4-�'3"��i�i ti�`� 1fj,r�r•Si� l;•!! }t N�f't:�'�.�:. ty l�Y �t r r�7 s,Hill Blvd,�83�. 4:eels9ke Fors*6dillBlsd} ;? Par# y PaErrit Springsx C3 ' m t a� Saar � Greenacres g — L 9d1h Avet3 Lake k7 Worthr� s se rth L I aka"i+Vu�' I' � r s � �dalaleu za Ln,L- I, {g :b1h V.'Arth }U if �i t irr r�1u f s )ntam Rd ., Lantana Rd 1 I'll, I (� Vl oluxo Rd- rz' ¢ r 6�fy�rnl` q�Rd..�• -a ,rr Nirner Rd p { �`-�C.e'I d GYp'n'R'�n Rd Esc t 'B�s hn Cyd .�Wq]B yn�9dach'Bled.- msl� BOyntra Beach r t ti I� W 4°7 Qu!.Rt reg (. s � 1 I I' Run Golf 1� 1 6ga �Ldlfl r r: Lake I 1Del sp rt ,480U� W`4�tlamld�. 'Ps s j MY'Jl�asnhe. va{` � rnL Kings Point! Lesw_can Blvd ;�k+ 1091 St LntCMBlvd 3 ,. ( u lry ' club Fir gh la rrd � CLir Beach , o f untlyc lub r �I ,_n nI":.y 11rtf�esui� r, 1-3-5 MILE RADII FROM VALUED VACANT LAND 207 E. MLK,JR. BLVD. BOYNTON BEACH, FLORIDA 7 � Gesn" 207 E. Martin Luther King 3r Blvd, Boynton Beach, Florida 33435 v4mCs REAL ESTATE SERVICE uzng|tu�e� �8OO6267 1 mile 3 miles s miles Population 2000 Population 13,193 73,967 161'723 2010 Population 13'435 83'268 181'457 2019 Population 15'172 92'327 198'982 2024 Population 16'195 98'016 210'329 2000-2010 Annual Rate 0.18n" 1.19n" 1.16n" 2010-2019 Annual Rate 1.32n" 1.12n" 1.00n" 2019'2024 Annual Rate 1.31% 1.20n" 1.12n" zo1yMale Population 49.1n" 47.9n" 47.8n" 2019 Female Population 50.9% 52.1n" 52.2% zo1yMedian Age 40.7 44.1 46.8 In the identified area, the current year population is 198'982. In 2010' the Census count in the area was 181'457. The rate of change since 2010 was 1.00n" annually.The five-year projection for the population in the area is 210'329 representing a change of 1.12n" annually from 2019 to 2024. ounanux the population is 47.8% male and sz.zn"female. Median Age The median age in this area is 40.7, compared to U.S. median age of 38.5. Race and Ethnicity 2019 mm|ta Alone 35.7n" 59.9% 64.7n" 2019 Black Alone 57sn" 31.0n" 25.6% 2019 American Indian/Alaska Native Alone osn" 0.3n" osn" zo1yAsian Alone 0.9% 2.1n" 2.3n" 2019 Pacific Islander Alone 0.0% 0.0% 0.0% 2019 Other Race 2.9% zan" 4.2n" 2019 Two or More Races zsn" 2.9% 2.7n" 2019 Hispanic or|om (Any Race) 12.8n" 18.2n" 19.3n" Persons mHispanic origin represent 19.3% of the population in the identified area compared to 18.6% of the U.S. population. Persons of Hispanic or|om may be of any race.The oweranv Index, which measures the pmuamntv that two people from the same area will be from different race/ethnic omupa' is 66.7 in the identified area, compared to 64.8 for the U.S. as a whole. Households 2019 Wealth Index ss as 109 2000 Households 4'790 32'234 70'628 2010 Households 4'943 35'481 77'654 zo1yTotal Households 5'673 39'271 84'615 2024 Total Households s'oaa 41'691 89'359 z000'zo10Annual Rate 0.31n" 0.96% 0.95% 2010-2019 Annual Rate 1.50n" 1.10n" 0.93n" 2019'2024 Annual Rate 1.42n" 1.20n" 1.10n" 2019 Average Household Size 2.64 2.32 2.33 The household count in this area has changed from 77'654 in 2010 to 84'615 in the current year, a change of 0.93% annually. The five-year projection of households is 89'359' a change of 1.10n" annually from the current year total. Average household size is currently 2.33, compared to 2.31 in the year 2010.The number of families in the current year is 49,024 in the specified area. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available forareas with 50 ",more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2019 and 2024. Esri converted Census 2000 data into 2010 geography. August O5, 2O19 o ��o�e ssr. naae � or� • Gesn" 207 Martin Luther King 3r Blvd, Boynton Beach, Florida 33435 VANCE REAL ESTATE SERVICE Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Mortgage';Income 2019 Percent of Income for Mortgage 25.7% 20.7% 21.9% Median Household Income 2019 Median Household Income $42,234 $53,048 $55,890 2024 Median Household Income $50,211 $60,136 $64,113 2019-2024 Annual Rate 3.52% 2.54% 2.78% Average Household Income 2019 Average Household Income $62,568 $74,367 $80,537 2024 Average Household Income $73,240 $86,869 $93,372 2019-2024 Annual Rate 3.20% 3.16% 3.00% Per Capita Income 2019 Per Capita Income $23,388 $31,788 $34,370 2024 Per Capita Income $27,504 $37,113 $39,803 2019-2024 Annual Rate 3.30% 3.15% 2.98% Households by Income Current median household income is$55,890 in the area, compared to $60,548 for all U.S. households. Median household income is projected to be $64,113 in five years, compared to $69,180 for all U.S. households Current average household income is$80,537 in this area, compared to $87,398 for all U.S. households. Average household income is projected to be $93,372 in five years, compared to $99,638 for all U.S. households Current per capita income is $34,370 in the area, compared to the U.S. per capita income of$33,028. The per capita income is projected to be $39,803 in five years, compared to $36,530 for all U.S. households Housing 2019 Housing Affordability Index 93 112 105 2000 Total Housing Units 5,552 38,522 84,283 2000 Owner Occupied Housing Units 3,168 23,545 53,200 2000 Renter Occupied Housing Units 1,621 8,690 17,428 2000 Vacant Housing Units 763 6,287 13,655 2010 Total Housing Units 6,221 44,990 97,126 2010 Owner Occupied Housing Units 2,940 23,270 54,473 2010 Renter Occupied Housing Units 2,003 12,211 23,181 2010 Vacant Housing Units 1,278 9,509 19,472 2019 Total Housing Units 6,965 48,650 103,248 2019 Owner Occupied Housing Units 3,178 23,737 55,730 2019 Renter Occupied Housing Units 2,494 15,533 28,885 2019 Vacant Housing Units 1,292 9,379 18,633 2024 Total Housing Units 7,434 51,319 108,251 2024 Owner Occupied Housing Units 3,521 25,390 59,282 2024 Renter Occupied Housing Units 2,567 16,301 30,077 2024 Vacant Housing Units 1,346 9,628 18,892 Currently, 54.0% of the 103,248 housing units in the area are owner occupied; 28.0%, renter occupied; and 18.0% are vacant. Currently, in the U.S., 56.4% of the housing units in the area are owner occupied; 32.4% are renter occupied; and 11.2% are vacant. In 2010, there were 97,126 housing units in the area - 56.1% owner occupied, 23.9% renter occupied, and 20.0% vacant. The annual rate of change in housing units since 2010 is 2.75%. Median home value in the area is$250,677, compared to a median home value of$234,154 for the U.S. In five years, median value is projected to change by 1.70% annually to$272,742. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2019 and 2024. Esri converted Census 2000 data into 2010 geography. August 05, 2019 9 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY APPRAISED: Vacant land 207 Northeast 10 Avenue East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 OWNERSHIP: Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 LAND AREA: 50 feet(width)x 140 feet(length) = 7,000 sq ft Note: dimension and size are from public records. No sketch of survey is available for review. BUILDING IMPROVEMENTS: None ZONING: "R-2", Single and two-family residential district in the city of Boynton Beach LAND USE: Medium Density Residential APPRAISAL PURPOSE: To develop an opinion of market value INTEREST APPRAISED: Fee simple CURRENT USE: Vacant HIGHEST AND BEST USE: As vacant: Currently, a single residence or two dwelling residence. In the future, to be assembled with adjacent land for a higher density residential development. VALUE BY THE SALES COMPARISON APPROACH: 7,000 square feet x $7.00 per square foot= FORTY-NINE THOUSAND DOLLARS 49 000 VALUATION DATE: August 6, 2019 Exposure Time: 12 months prior to selling at the appraised value 10 DESCRIPTIONS, ANALYSES, CONCLUSIONS APPRAISAL REPORT This is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP 2018 - 2019) 2-2(a)(i) State the identity of the client and any intended users, by name or type; The client and intended user of this report is the Boynton Beach Community Redevelopment Agency. 2-2(a)(ii) State the intended use of the appraisal; The intended use of the appraisal is for possible disposition of the appraised property. Any other use is not intended. 2-2(a)(iii) Summarize information sufficient to identify the real involved in the appraisal, including the physical, legal and economic property characteristics relevant to the assignment; Owner: Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Property Address: 207 Northeast 10 Avenue East Martin Luther King, Jr. Boulevard Boynton Beach, FL 33435 Legal Description: Lot 26, Block 1, E. ROBERTS ADDITION, less the south 10 feet for road, Plat Book 1, page 123, Palm Beach County, FL Census Tract No. 61 12 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Real Estate Tax: Parcel Control Number: 08 43 45 2127 0010260 Land Value: $20,117 Improvement Value: - 0 - Total 0 - Total Value: $20,117 Assessed Value: $ 8,785 Ad Valorem Tax: $ -0- Non Ad Valorem Tax: $ -0- Since the subject property is owned by the Boynton Beach Community Redevelopment Agency, it is not assessed for taxation. The value ascribed to the property by the county appraiser may or may not represent current market value. Boundaries and Market Composition & Transportation Infrastructure The general market area is the City of Boynton Beach in eastern-central Palm Beach County. Population of the city is about 72,000 residents; land area of the municipality is about 16 square miles situated between Delray Beach on the south and Lake Worth on the north. The town was named for an early developer, Nathan Boynton, a former major in the Union Army in the Civil War. The city was founded in 1898 and incorporated in 1920. Most of the original buildings were destroyed in the hurricane of 1926, though a few remain. Others which were constructed in the early 1920's are still in use with repairs and replacements over the decades. Time and economic trends take a toll on properties; thus, in 1984 a redevelopment plan was adopted for the Community Redevelopment Area (CRA) in the city. It covers 1,650 acres in the central part of the municipality west of the Intracoastal Waterway. 13 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) One of the districts in the CRA is the immediate subject market area known as the Heart of Boynton (HOB), containing 380 acres. This area is the historic, older part of the CRA, with the following boundaries: Boynton Beach Canal (C-16) on the north, Florida East Coast (FEC) Railroad on the east, Interstate 95 on the west, and jagged line a few blocks north of Boynton Beach Boulevard as the south boundary, at about NE 3 Avenue. Agriculture and farming had been important activities in past centuries in Boynton Beach. Commerce came to the area when Henry Flagler extended the Florida East Coast Railway (FEC) from West Palm Beach to Miami in 1896. The railroad was the main mode of transportation to bring visitors and manufactured products to the city as well as transporting produce grown in the vicinity out of the area to other cities in the southeastern United States. Now the railroad is primarily used for freight transportation. The new Brightline rapid passenger service was constructed in the FEC corridor; however, there is only one depot in Palm Beach County in West Palm Beach. Boynton Beach Boulevard is the principal east-west artery in the subject market area, having an interchange with Interstate 95 on the west side of the neighborhood. The boulevard continues west through Palm Beach County to its terminus at State Road 7/ U S Highway 441. Two miles east of State Road 7, it has an interchange with Florida's Turnpike. Boynton Beach Boulevard commences on the east at U S Highway 1, just to the east of the FEC Railroad. U S Highway 1 is the main north-south artery through eastern Palm Beach County and extends along the eastern seaboard of the United States. Seacrest Boulevard is a main north-south artery through the City of Boynton Beach and south into Delray Beach. Martin Luther King, Jr. Boulevard is an east-west thoroughfare through the Heart of Boynton. The immediate subject market area is easily accessible by main roads and Interstate 95. 14 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Property types in the Heart of Boynton are smaller commercial establishments along the main roads, light industrial close to the FEC Railroad, municipal facilities, single family residential, small multi-family dwellings, a few apartment buildings and places of worship. As mentioned, some structures date back to the 1920's, but most which are still usable were built in the mid-twentieth century. Municipal facilities in the immediate subject market area include parks, two elementary schools and a community center. Projects implemented in the Heart of Boynton are: • Seacrest Boulevard Streetscape • Carolyn Sims Center • Ocean Breeze West - 21 homes joint venture with Habitat for Humanity • Construction of single family residences on Martin Luther King, Jr. Boulevard Future projects are: • Revitalization of Martin Luther King, Jr. Boulevard and surroundings • Redevelopment of the Public Works site • Establishment of mixed use districts of residential and commercial • Expansion of light industrial near the FEC Railroad • Widening and extension of NW 11 Avenue, west of Seacrest Boulevard. Sara Sims Park improvements are being made to the 12 acre park and historic cemetery fronting West Martin Luther King, Jr. Boulevard, on the west side of Seacrest Boulevard. Improvements will include landscaping, pavilions, picnic facilities, lighting and security. 15 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Population Trends The demographic survey in the beginning of the report of 1, 3, and 5 mile radial circles from the appraised property shows the median household income for 2019 in the one-mile radius is $42,234, for three miles it is $53,048, and $55,890 for the five mile circle. The east part of the circles include the residents all the way to the Atlantic Ocean. The median household income for Palm Beach County is $54,400. In the one-mile circle, population is 15,172. In three miles, population increases to 92,327; at five miles, it is 198,982. However, about one-third of the three and five mile circles are over the Atlantic Ocean. Annual growth rate is anticipated to be 1.12% to 1.31% in the three circles during the next five years as the economy and job market stay strong in South Florida, and new multi-family residential complexes are constructed. 54% of the housing units are owner occupied, with 28% rented. The percentage of renters is higher in this market because many of the single family houses are owned by investors who purchased them after the economic crash in 2008. Vacancy is reported to be 18%; however, this amount is high due to the undercount of the other two categories. Median home value in the five-mile area is $250,677, including the highly priced homes fronting the Atlantic Ocean and Intracoastal Waterway, compared to median home value of $234,154 in the United States. The current life cycle stage of the market area is stability, a period of equilibrium without marked gains or losses, after a period of decline. However, the life cycle stage is changing to revitalization, a period of renewal, modernization and increasing demand with the assemblage of lots and construction of mixed use projects as promoted by the Boynton Beach Community Redevelopment Plan. Economic Trends During 2005-2006, the subject market area was experiencing a rise in property prices due primarily to the availability of financing with adjustable rate mortgages. Interest rates adjusted upward, but rental rates of multi-family properties did not. 16 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) For single family residences, interest rates on mortgages adjusted upward, but homeowners' incomes did not increase. Scenarios were the same for many property types, all with the same result of owners' inability to make the payments and mortgages foreclosed. This situation was exacerbated by the economic crash in late 2008, followed by the Great Recession. The foreclosure cycle appears to have ended. Currently, sales are between individuals or investors who previously purchased the properties from foreclosing lenders and private parties who will reside in the properties or hold them in their investment portfolios. Third party lenders are providing financing to investors and residents of improved properties, at high loan to price ratios. Sale prices for single-family residences in the subject market area and close vicinity are in the range of $85,000 to $180,000, depending on building size, age and condition. New homes are in the range of$180,000 to $250,000. Price range for multi-family dwellings are from about $70,000 to $100,000 per unit based on the same factors. Land unit prices had been from about $5.00 to $8.00 per square foot for small lot. Larger tracts which meet the size requirement for development in the new zoning districts are displaying higher unit prices. Family Dollar Store moved into a new retail property in 2015. Recently, it vacated the premises; a new occupant will be sought to meet the shopping needs of neighborhood residents. The building contains 8,100 square foot at the southeast corner of the signalized intersection of Martin Luther King, Jr. Boulevard and North Seacrest Boulevard. Boynton Beach Community Redevelopment Agency (BB CRA) issued a Request for Proposals (RFP) and Developer Qualifications for Commercial and Residential Redevelopment for land in the Heart of Boynton District along East Martin Luther King (MLK), Jr. Boulevard and NE 9 Avenue. Two projects were selected to be pursued by developers who would seek funding through the Florida Housing Finance Corporation tax credit lottery. Such funding may be several years in the future. The plan is to have high density residential and high density mixed use projects fronting MLK, Jr. Boulevard. 17 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) The shift in new projects is from single family residential to higher density multi-family. Ocean Breeze East will be a new affordable housing development in the Heart of Boynton at North Seacrest Boulevard and NE 7 Avenue. The Florida Housing Finance Corporation awarded RS Development Corp. tax credits to construct 123 dwelling units on 4.4 acres of land. This developer submitted the successful proposal to the Boynton Beach CRA to purchase the property for the new project. Revitalization in the CRA is taking place along US Highway 1, in the southern part of the corridor near Ocean Avenue and Boynton Beach Boulevard with projects such as 500 Ocean, with 341 residential units, 20,000 square feet of retail space and 6,000 square feet of office. Ocean One at 114 N Federal Highway is planned for 358 apartments, 12,075 square feet of retail, 120 hotel room and 439 parking spaces. The Villages at East Ocean Avenue were approved for 371 dwelling units and 15,757 square feet of commercial space. Town Square, a major redevelopment project, is under construction in three sections extending from the south side of Boynton Beach Boulevard south to SE 2 Avenue, encompassing 16.5 acres of land. The north section covers the area of the old city hall and police station which was demolished and removed. The project consists of the following: • North parcel —225 residential units, 120 hotel rooms, 65,000 square feet of office/ retail space and 927 space parking garage • Middle parcel—200 residential units, 18,887 square feet of retail space • South parcel — 280 residential units, 820 space parking garage, 4,000 public space Included in the project are spaces for a new city hall, police station, fire station and park. Renovation of the historic high school is part of the project. The first phase of the project is completed. The goal of the development projects is to transform Boynton Beach from a retirement community to a vibrant city where residents can enjoy living and working in an attractive setting. 18 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Conclusion The immediate subject market area of the Heart of Boynton (HOB) has the components of an appealing neighborhood with schools, parks and recreation. HOB is easily accessible by main roads and Interstate 95. Goods and services are nearby on Boynton Beach Boulevard and U S Highway 1. With the involvement of the City of Boynton Beach and the Community Redevelopment Agency, Heart of Boynton Community Redevelopment Plan can continue to succeed in revitalizing the area. Land Use: Current land use is Medium Density Residential, maximum density 9.58 dwelling units per acre. Recommended Land Use is High Density Residential, with a density of 11 dwelling units per acre in multi-story structures. Greater density increases the production of the land. Zoning: "R-2", Single and Two-family Residential District with the purpose to implement the medium density residential future land use map classification of the comprehensive plan. The intent of the district is to stabilize and protect existing residential neighborhoods with density no greater than 10 dwelling units per acre, and allow limited types of non-residential uses. Minimum lot area is 4,500 square feet per unit for a duplex; minimum lot frontage is 75 feet. However, there is a provision for a site with two lots platted prior to the enacting of the current zoning regulation to be improved with a duplex. Single family dwellings shall be constructed on lots that are no less than 6,000 square feet with a width of at least 60 feet and follow the building and site regulations of the "R-1", Single Family District. 19 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Platting: The appraised land consists of one platted lot. Site Description: The shape of the site is a rectangular. Approximate dimensions are from the original plat; size is from the Palm Beach County tax roll. North boundary on adjacent property: 50.00 ft East boundary on adjacent property: 140.00 ft South boundary on NE 10 Avenue: 50.00 ft West boundary on adjacent property: 140.00 ft Total: 7,000 square feet or 0.1607 of an acre Utilities: All utilities are available in the vicinity of the site. Access: The parcel is accessible via NE 10 Avenue, also known as East Martin Luther King, Jr. Boulevard, a two-laned street, extending from Seacrest Boulevard on the west to North Railroad Avenue on the east. E Martin Luther King, Jr. Boulevard is a main thoroughfare in the Heart of Boynton. It was widened to have parallel parking bays separated by landscaped islands, sidewalks, drainage and streetlights. Easements: Easements are not noted on original plat. If they exist, utility easements would most probably be around the perimeter of the lot. Encroachments: There is no sketch of survey to review to note if there are encroachments. 20 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Improvement Description: There are no structural improvements on the land in question. Environmental Assessment: No assessment was available for review. 2-2(a)(iv) State the real property interest appraised; A person who owns all the property rights is said to have fee simple title. A fee simple title implies absolute ownership unencumbered by any other interest or estate. Partial interests in real estate are created by selling, leasing, et cetera. Partial estates include leased fee and leasehold estates. The interest appraised is fee simple. 2-2(a)(v) State the type and definition of value and cite the source of the definition; The purpose of the appraisal is to develop an opinion of market value of the subject property as of August 6, 2019. MARKET VALUE: a type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or a bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories as follows. 1. the relationship,knowledge, and motivation of the parties(i.e.,seller and buyer); 2. the terms of sale(e.g.,cash,cash equivalent,or other terms);and 3. the conditions of sale(e.g., exposure in a competitive market for a reasonable time prior to sale). Market value appraisals are distinct from appraisals completed for other purposes because market value appraisals are based on a market perspective and on a normal or typical premise. These criteria are illustrated in the following definition of Market Value*, provided here only as an example. 21 APPRAISAL REPORT (continued) Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are tvpically motivated 2. both parties are well informed or well advised and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and S. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. * This example definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform,Recovery, and Enforcement Act(FIRREA)of 1989 between July 5, 1990, and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration(NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referenced in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994,and in the Interagency Appraisal and Evaluation Guidelines,dated December,2010. Florida Court Definition: "Market Value is the price that a seller willing, but not compelled to sell, and a buyer willing, but not compelled to buy, would agree to in fair negotiations with knowledge of all the facts." [Source: Fla. Power & LiFht Co., v. .IenniWs, 518 So.2d 895 (Fla. 1987)] 2-2(a)(vi) State the effective date of the appraisal and the date of the report; A) Effective Date of the Appraisal: August 6, 2019 B) Date of the Report: August 6, 2019 2-2(a)(vii) Summarize the scope of work used to develop the appraisal; The appraisal problem is to develop an opinion of value of the property based on its highest and best use. The appraiser inspected the property and photographed it. A thorough investigation was made into the physical characteristics of the property that could affect its value. The market area was surveyed to determine its stage of the life cycle. Research was conducted to ascertain economic factors that might influence value. Data research consisted of collecting, confirming, and reporting land sales. The process included searches and analyses, inspections and confirmations, and final reporting. The appraiser examined several sources of sales data, including the multiple listing service, Palm Beach County Appraiser's records, the public records, and data from the appraiser's plant. 22 APPRAISAL REPORT (continued) For Sales Comparison Approach-Land Valuation, land sales are compared to each other and to the property under appraisement to arrive at an opinion of value. 2-2(a)(viii) Summarize the information analyzed, the appraisal methods and techniques employed, and the reasoning that supports the analyses, opinions, and conclusions; exclusion of the sales comparison approach, cost approach, or income approach must be explained; The information analyzed and appraisal method used is detailed in the valuation section of the report. Further, the reasoning that supports the analyses, opinion, and conclusion is explained in that section. Cost Approach is not used because there are no improvements on the site. The Income Approach is not employed in this appraisal because most land is typically purchased for immediate use, not for lease. Sales Comparison Approach is the best method to value vacant land. Exclusion of the Cost Approach and Income Approach still produce a creditable report. SR I-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; and There are no known agreements for sale, options or listings of the appraised property as of the effective date of the appraisal. b) analyze all sales of the subject property that occurred within the three (3) years prior to the effective date of the appraisal. There were no sales of the property in the past three years. The subject lot was conveyed along with five other properties from the City of Boynton Beach, FL to the Boynton Beach CRA for a nominal consideration in July, 2010, with a corrective deed in November, 2010. A copy of the later is in the Addenda. 23 APPRAISAL REPORT (continued) 2-2(a)(ix) State the use of the real estate existing as of the date of value, and the use of the real estate or personal property reflected in the appraisal; The use of the real estate on the date of valuation is vacant land, and it is this use which is reflected in the appraisal. No personal property is included in the valuation. 2-2(a)(x) When an opinion of highest and best use was developed by the appraiser, summarize the support and rationale for that opinion. HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Physically Possible as Vacant No soil or subsoil tests are available for review. However, some of the surrounding land has been improved with residential, commercial or industrial properties since the 1920s. The land is level and filled to street grade; however, the type of fill is not known. Land size is 7,000 square feet; the shape is a rectangle. All utilities are available in the vicinity of the site. The site is accessible via NE 10 Street, with Seacrest Boulevard to the west and North Railroad Avenue to the east. Physical constraint to develop the site is its size which governs the number of potential improvements which can be placed on it. Legally Permissible as Vacant Legal restrictions to the development of the site consist of land use designation, building and zoning codes, platting restrictions and restrictive covenants. Land use designation is medium density residential, maximum density of 9.58 dwelling units per acre. Zoning is "R-2", Single family and Two-family Residential District in the City of Boynton Beach. Maximum number of dwelling units per lot in "R-2" district is two if the lot size meets current code. Since the subject market area was platted prior to the current code, there are exceptions which may permit one or two dwelling structures on the lots in the area. 24 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT In the "R-2" district, minimum lot area is 4,500 square feet per unit for a duplex; minimum lot frontage is 75 feet. The subject land size is 7,000, with a width of 50 feet. It appears that the appraised lot is a legal non-conformity under the current standards; perhaps it could be improved with one single family dwelling. However, the plan is to have a more intense use of the land. City officials would determine the permitted use of the appraised site. Financially Feasible as Vacant The third test of Highest and Best Use is economic feasibility. Demand for a certain property type must be evident for it to be feasible. For it to be financially feasible, the use must be marketable and provide the investor with a competitive return when compared with alternate uses. The subject market area has been improved with single-family residences and small multi-family dwellings for almost 100 years. Structures come to the end of their useful lives, improvements are razed and the sites are redeveloped with modern projects. There are examples of this cycle throughout the subject market area. New single family redevelopment projects in the subject vicinity are Ocean Breeze West with 21 homes, Eastview Park with market rate houses ranging from $255,000 to $300,000 constructed by D R Horton, and four new houses on West Martin Luther King, Jr. Boulevard sold from $166,000 to $195,000. The four houses are the result of the work of the Boynton Beach CRA and Boynton Beach Faith-Based Community Development Corporation. The shift in new projects is from single family residential to higher density multi-family. Ocean Breeze East will be a new affordable housing development in the Heart of Boynton at North Seacrest Boulevard and NE 7 Avenue. The Florida Housing Finance Corporation awarded RS Development Corp. tax credits to construct 123 dwelling units on 4.4 acres of land, with a density of 28 dwelling units per acre. With a small amount of vacant land in the densely populated eastern part of Palm Beach County, land has to have a higher yield with more dwelling units per acre calling for multi-family projects. Future financially feasible use of the appraised land is to assemble it with as many lots as possible and construct a multi-dwelling project. However, such a project would require a land use and zoning change; no such change is pending for the subject lot at this time. 25 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Thus, under the current land use and zoning for the lot, financially feasible use would have to be a single family dwelling. Although, this use is not in the plans for the revitalization of the area. The most probably buyer for the site is a local developer familiar with the revitalization that will occur in the subject market area. Alternatively, the buyer could be a community agency which would construct the single family residence then sell the land and house to an end-user. In either case, time for development is now with renewed interest in the neighborhood and support from the Boynton Beach Community Redevelopment Agency. Maximally Productive as Vacant In summary, the current Highest and Best Use of the appraised property as vacant is to improve it with a single family residence. Future use is to assemble it with adjacent land for a higher density multi-family project. Such use would be potentially physically possible, most probably legally permissible, financially feasible and maximally productive. 2-2(a)(xi) Clearly and Conspicuously: State all extraordinary assumptions and hypothetical conditions; and state that their use might have affected the assignment result. There are no extraordinary assumptions or hypothetical conditions in this report. 2-2(a)(xii) Include a signed certification in accordance with Standards Rule 2-3 See signed certification in report. 26 SALES COMPARISON APPROACH LAND VALUATION p ax SUBJECTAND LAND SALE LOCATIO MAP NW 215T AVE t �i _,`..r� A WAy� _I(I rF_ac=.Gatesv�• _. 20TH AVE NE rr Sf p NE 20TH LN t — n ti � m 77 ! J Oz NE 17TH AVE 7 } ti �I LAKE S T �� EM �_ T7TH A LE N4V NE-13TH,4 _� — (C �ti s 6rH_LTNE 16T71 H AVE NE r' ~ ❑--~ ._. ~ -- ATEE BAY DR z, ❑ N I a( �) s� a I MANATEE PJAYDR Ex u Wrap ❑ �� v\ ( o _ z moi- -- In i 4 ^r .. JNE 14 = I zl ?fA — -- T m��'E r rrta- I Bavn Ban CanEa.1 , `saoRE UK, IF 13TH AVE MM 13TH C-T � NE-1 3TH AVE._____._ ----------------------- � I �I Nm iz?HAVEin �' (� o ��- SUBJECT � xa,�s-Stain Fcrcd'.— N Nf 12TH AVE rn .,— �SLE _... _._ .NWTH AVE. cu= .+� Oz �j� 'D �+ iDE fZRD (NW 10TH AVE �, MAR7IFf L&TI, _ .R.abe.e,-a.�sau..a_I TP4 i �I l s� ssor - M HLE— = T aa!'9v 9_Q (� _.. AVE Gy �VE NW 9TH AV., ..F S`AL. "� - 3' NE 8TH AVE NE BTH P�7E 1j�. �) �`u ,�. `iINE 3TH.AVE " ID NEl7TH AVE 9 r - NW NE 7TH AVE z .- 6TH AV_..____ E E I ` a ` l NE 61H ..AVE NE 5TH AVE�i �r _ SiHAVE _ I7 NE 5T1114VE j 1 LNE 4TH� NW 4T-HAVE �r NE 3RD A.LE z ¢ ~la C- r dy"s cf Smith T.a�eaut'n .off- J Y I [n �.� I I z l z 3., �- �� 1 l r n r'894� }mve-InR`'n ��n 1894 zZ� -py�J U-.. SOy�� l °�LE BQYNTf7N EEP.CH 6LV6 D 1.1 d Ex a _ Ch arsfs M u "" sx � I Iln NW,�15T AVE NE 15T AV,E ;� J raves Ge W t_a tt&Ile W 9CEAN AVE E OCEAN AVE i'� SE15TAVE 54N 1 ST AVE N � I —` -i iN �I�N_oAIJE m I I' SLY 2ND ALfi_�� 1 � 1 SW 3RD AVE SE 3RD AVE `I — r Data use subject to license. R ' d DeLorme.DeLorme Street Atlas USA@ 2669. G 400 899 120} 16GO 2666 ww w.delorme.com MIN(5.8°b'V) Data Zoom 14-0 29 LAND SALES SALE NO. 1 LEGAL DESCRIPTION Lot 27, Block 1 of E. Roberts Addition to Boynton, FLA, Plat Book 1,Page 123,Palm Beach County RECORDED O. R. Book 28358,Page 1638 GRANTOR Larann Land Investments, LLC GRANTEE Bride of Christ Tabernacle, Inc. DATE OF SALE June 6,2016 LOCATION 199 E. Martin Luther King Blvd. (NE 10 Avenue) Boynton Beach, FL ZONING "R-2"Residential/Duplex SALE PRICE $50,000 PROPERTY DESCRIPTION 7,000 square foot vacant lot(50' x 140') UNITS OF COMPARISON $7.14 per square foot FOLIO NUMBER 08-43-45-21-27-001-0270 CONDITIONS OF SALE Arm's length cash transaction PROPERTY RIGHTS SOLD Fee Simple CONFIRMED Grantee: Mr. Claude Maxime HIGHEST &BEST USE Parking for adjacent church PRESENT USE Vacant land INTENDED USE Parking for adjacent church COMMENTS Lot fronting Martin Luther King, Jr. Blvd; purchased by adjacent church to the north for church parking. 30 AR r,},��sS�"��'an flzi 4 S V { h j� s t t : s arerx _ \ fndta rcga EAiartl i anis tiv EMar Gni®iwNng Jr NlWry f lid it{v 111 1_ I I Appr ised Land LAND SALE 1 199 E Martin Luther King, Jr. Blvd Boynton Beach, FL 31 LAND SALES SALE NO. 2 LEGAL DESCRIPTION Lot 6, Block 9, HAPPY HOME HEIGHTS, Plat Book 11, Page 30,Palm Beach County RECORDED O. R. Book 30096,Page 201 GRANTOR Nery F. Leon GRANTEE Blue Sky Construction Investments, LLC DATE OF SALE August 30,2018 LOCATION 324 NE 12 Avenue Boynton Beach, FL ZONING "R-2"Residential/Duplex SALE PRICE $26,000 PROPERTY DESCRIPTION 3,780 square foot vacant lot(42' x 90') UNITS OF COMPARISON $6.88 per square foot FOLIO NUMBER 08-43-45-21-20-009-0060 CONDITIONS OF SALE Arm's length cash transaction PROPERTY RIGHTS SOLD Fee Simple CONFIRMED Nery Leon, grantor HIGHEST &BEST USE Most probably a single family residence PRESENT USE Vacant land INTENDED USE Single family residence COMMENTS One platted lot in the R-2 district that has a substandard size for duplex development, but maybe improved with a single family residence. City officials make the determination of use. 32 c ' �`�_ P � � r t i t l Q #p g AERIAL PHOTO OF LAND SALE NO. 2 324 NE 12 AVENUE BOYNTON BEACH, FLORIDA 33 LAND SALES SALE NO. 3 LEGAL DESCRIPTION Lots 344 & 345, CHERRY HILLS, Plat Book 4, Page 58, Palm Beach County RECORDED O. R. Book 30691,Page 978 GRANTOR MM Development, LLC GRANTEE Palms Asset Management, LLC DATE OF SALE June 18,2019 LOCATION 521 NW 11 Avenue Boynton Beach, FL ZONING "R-3", Multi-family residential SALE PRICE $34,000 PROPERTY DESCRIPTION 5,000 square foot vacant lot(50' x 100') UNITS OF COMPARISON $6.80 per square foot FOLIO NUMBER 08-43-45-21-14-000-3440 CONDITIONS OF SALE Arm's length cash transaction PROPERTY RIGHTS SOLD Fee Simple CONFIRMED Michael Hilghman for grantee HIGHEST &BEST USE Most probably a single family residence PRESENT USE Vacant land INTENDED USE Single family residence COMMENTS Two platted lot in the R-3 district that has a substandard size for multi-family development, but maybe improved with a single family residence. City officials make the determination of use. 34 ( z Siam w � , m � t r t r. 4 { v 4t'�� 1�;��.?k�Y��laShtXitiY1�' rrw tin a €�w rrn a Ddu ner nve { rll AERIAL PHOTO OF LAND SALE NO, 3 521 NW 11 AVENUE BOYNTON BEACH, FLORIDA 35 LAND SALES SALE NO. 4 LEGAL DESCRIPTION Lot 13 and the East 38 feet of Lot 14, HILLTOP VILLAGE, Plat Book 24,page 70,Palm Beach County, FL RECORDED O. R. Book 29551,Page 1131 GRANTOR Eddie Thomas, et al GRANTEE Boynton Beach Community Redevelopment Agency DATE OF SALE December 21,2017 LOCATION 230 West Martin Luther King, Jr. Boulevard Boynton Beach, FL ZONING "R-2", Single and two-family residential district SALE PRICE $81,500 PROPERTY DESCRIPTION 11,648 square foot(irregular shaped)vacant land parcel UNITS OF COMPARISON $7.00 per square foot FOLIO NUMBERS 08-43-45-21-09-000-0130 CONDITIONS OF SALE Cash sale. Arm's length transaction. PROPERTY RIGHT SOLD Fee Simple CONFIRMED Grantee, Boynton Beach CRA HIGHEST &BEST USE Duplex PRESENT USE Vacant INTENDED USE Assemblage COMMENTS Boynton Beach CRA is acquiring properties in the area to be assembled into larger sites and readied for redeveloped. 36 a F Air { e 4z -_ iN Wl3arRin ku1lier Kin€Jr BIYd -VY MaRtlki L41 killer#S@np.Ns.C31wd -,�„�,m„ 4�PR l5 'IA r• � i� LAND ALE 4 230 W MARTIN LUTHER KING, JR. BLVD. BOYNTON BEACH, FL 37 LAND SALE COMPARISON CHART Land Sale Sale Size Site Price per Sales Date Price Sg.Ft. Zoning Square Foot 1 199 E. MLK Boulevard 06/06/2016 $50,000 7,000 "R-2" $7.14 Boynton Beach, Florida 2 324 NE 12 Avenue 08/30/2018 $26,000 3,780 "R-2" $6.88 Boynton Beach, Florida 3 521 NW 11 Avenue 06/18/2019 $34,000 5,000 "R-3" $6.80 Boynton Beach, Florida 4 230 W MLK,Jr. Blvd. 12/21/2017 $81,500 11,648 "R-2" $7.00 Boynton Beach, Florida SUBJECT Value Date Value Unit Value 207 E MLK Boulevard 08/06/2019 49 000 7,000 "R-2" 7.00 Boynton Beach, Florida 38 SALES COMPARISON APPROACH LAND VALUATION Of the several methods to develop an opinion of land value, the one considered to be the most reliable is the Sales Comparison Approach. In this method, sales of other similar vacant parcels are compared to the site concerned; then adjusted for differences to arrive at land value. For the opinion to be supportable,there must be an adequate number of sales of similar properties for comparison to the subject. The steps of sales comparison in Land Valuation are: 1) Locate and collect information of recent sales of sites most similar to the land being appraised. 2) Verify the sales information with parties to the transactions, including details of financing and any special considerations or non-typical market features. 3) Select relevant units of comparison and develop a comparative analysis for each unit. 4) Compare and adjust the sales to the subject using the significant, market-derived units of comparison. 5) Reconcile all value indications from the comparisons into a single value opinion by this approach. The appraised land consists of one platted lot containing 7,000 square feet or 0.1607 of an acre. Zoning is "R-2", one and two family-residential district. Current highest and best use is for development of a single family residence; future highest and best use is to assemble it with adjacent lots to construct a multi-family project of 20 dwelling units per acre. However, this use would require a change of land use and zoning,with no change pending. A search was made to find recent sales of sites similar to the subject in the Heart of Boynton district and in similar areas. The four land sales in this report are most representative of market value for the land being appraised. Details of the transactions are on the sale sheets and chart. The unit of comparison relevant to this valuation is Sale Price per Square Foot of Land. The range of unit prices is from $6.80 per square foot to $7.14 per square foot of land. ELEMENTS OF COMPARISON Elements of comparison are the characteristics of transactions and properties that cause variation in prices paid for real estate. The Appraisal of Real Estate continues by stating that there are basic elements of comparison that may be considered in sales comparison analysis for land valuation. The first group is termed transactional elements being: real property rights conveyed, financing terms, conditions of sale and market conditions. This second group of property elements consists of location,physical characteristics and use. Each element is hereafter addressed. (Continued) 39 LAND VALUATION (Continued) Real Property Rights Conveyed A transaction price is always predicated on the real property interest conveyed. Property interests conveyed can either be fee simple (without tenants) or leased fee (subject to leases). An adjustment for property rights conveyed is based on whether a leased fee interest was sold with leases at market rent, or below or above market rent. In the case of land,there could be a land lease on the site that would create a leased fee interest. The lease amount would require examination to see if the tenant (the leasehold interest) had a value greater than zero. If it is, then the submarket rental rate would give some of the property value to the tenant. The real property right conveyed in the land sales was fee simple interest, the same interest valued for the land in question. No numerical adjustment is warranted for this element of comparison. Financing Terms Financing terms may have a bearing on the price paid for a property. Such terms that may affect price include assuming a mortgage at lower than current interest rates, the seller paying a buydown for the buyer to have a lower interest rate, or the seller providing financing for a transaction at lower than typical institutional rates. In all of these cases, the buyer could have paid higher prices in such transactions to obtain favorable financing. All of the land sales were in cash, which is the most common form of payment for vacant lots in the subject area. No adjustments are made for this element of comparison. Conditions of Sale Condition of sale addresses the motivation of buyers and sellers. Such motivations include a seller accepting a lower than market price for needed cash, a lender selling a previously foreclosed property to comply with regulations imposed on the institution, or a buyer purchasing an adjacent property. Even arm's length transactions may be the result of atypical motivation, such as lack of exposure time to the market,the result of an eminent domain proceeding, or tax consideration. The land sales cited in this report are arm's length transactions. Grantors and grantees of Land Sales 1, 2 and 3 were private parties. The Boynton Beach Community Redevelopment Agency (BB CRA) purchased No. 4 in a negotiated sale at the market price. Sales data show the BB CRA is paying the market rate for land in the vicinity. No adjustments are necessary for conditions of sale. Bride of Christ Tabernacle, grantee of Sale 1,purchased the lot for parking for the place of worship. Reportedly,the Tabernacle wants to acquire the appraised lot for more expansion of the facility. Grantees of Sales 2 and 3 appear to be in the construction business. BB CRA purchased No. 4 as part of the on-going acquisition for assemblage for new projects in the market area. Conditions of sale for the transactions are typical for the neighborhood. (Continued) 40 LAND VALUATION (Continued) Market Conditions Comparable sales that occurred under different market conditions than those applicable to the subject on the effective date of the value estimate require adjustment for any differences that affect their value. The most common adjustment for market condition is time; however, the passage of time itself is not the cause of the adjustment. Market conditions which change over time are the reason to make the adjustment, such as appreciation or depreciation due to building inventory, changes in tax laws, investor's criteria, building moratoriums, fluctuation in supply and demand, et cetera. It is also possible that there is no change in market condition over time. One sale occurred in each of the last four years. Land Sale 1, closing in 2016, is included in the analysis because it is adjacent to the west of the appraised land. The range of unit prices during this time period is narrow, suggesting that market conditions have remained about the same during the range of sale dates and the effective date of appraisal. Hence, no adjustment is necessary for this element of comparison. Adjustments for transactional elements of comparison were considered; now, the land sales are likened to the subject and to each other for property elements of comparison. Location The location of a property is a key factor in prompting a buyer to purchase it. Location encompasses many aspects such as road frontage, access, traffic count, proximity to other competing properties, proximity to a market that will use the goods and services housed in a property, governmental influences, etcetera. Typically, properties in a neighborhood share some of the same locational characteristics such as age, condition, and style. However, there may be differences such as corner location, view, and zoning, to name a few. Properties of a similar type may be in different locations, yet the locations may share enough similarities to justify comparison. Factors of similarity between locations include average daily traffic counts, zoning and/or land use, and market composition. Locations of the appraised parcel and the land sales are in central Boynton Beach,where the peak of construction took place in the mid-twentieth century. Redevelopment is occurring because old improvements are razed to make way for new residential and commercial projects, most with the financial support or incentives is from governmental and social agencies. Land Sale 1 was purchased by the Boynton Beach Community Redevelopment Agency, the primary buyer of properties in the subject market area. Future plan for the subject market area is to assemble sufficient land to be of a size to be attractive to a private developer to purchase for a new residential, commercial or mixed use project. (Continued) 41 LAND VALUATION (Continued) Land Sale 1 and the land concerned front East MLK, Jr. Boulevard, a main neighborhood thoroughfare with an improved streetscape. Land Sales 2 and 3 are situated along neighborhood streets. No. 4 fronts West MLK, Jr. Boulevard, west of Seacrest Boulevard. Sale 1 and the subject have a greater potential for higher density residential development, if zoning and land use were changed. Density for Land Sales 2, 3 and 4 would most probably remain as is, and be improved with single family or two family dwelling. They have less potential of a changed to mixed use. More emphasis is placed on Land Sale 1 for its locational similarity to the land in question. Physical Characteristics Physical characteristics to be considered for adjustments are those that cause a difference in price to be paid by the market. A wide range of such items includes land size, shape, frontage, topography, view, access, functional utility, et cetera. Adjustments for physical characteristics are best derived from the market by paired sales comparison. Through the process of searching for comparable sales, the physical characteristics are of great import. From the universe of possible comparable sales, those that are most similar to the site appraised are presented in the report for analysis and comparison to the subject. The less the number of physical differences,the better. The land sales consist of one lot, 1.5 lots or two lots. The range of sizes for the sales is from 3,780 to 11,648 square feet. Land Sale 1 is most similar in size to the appraised site at about 7,000 square feet(no surveys are available for exact size). For smaller sites in the subject market area, land size does not appear to be a significant factor affecting price. Thus, no adjustment is made for this element of comparison. Use For sites to be comparable,they should have similar uses. Future Highest and Best Use for the land concerned along with Land Sale 1 is to be assembled with adjacent lots to have sufficient size for a multi-family project. More emphasis is placed on the unit price of this land sale for the final value opinion of the subject. Land Sales 2, 4 and 4 could also be assembled with adjacent lots for lower density residential projects. The elements of comparison of location and use are closely related in this data set. Land Sale 1 is more similar to the subject for these elements of comparison. 42 FINAL VALUE OPINION Following is a summary of the square foot unit sale prices for the land sales: Land Sale Sale Price per Square Foot 1 $7.14 2 $6.88 3 $6.80 4 $7.00 The locational and physical elements of comparison place the unit value of the appraised land close to the unit sale price of Land Sale 1. As mentioned, the unit prices of all of the sales are in a close range. With more weight on Land Sale 1 and some consideration for the other land sales, the unit value for the appraised land is $7.00 per square foot. The quantity of the comparable data is sufficient to have an overview of the market for lots in the mid-section of the city of Boynton Beach. The quality of the data is good in that it provides a sound basis to develop an opinion of value for the land under appraisement. Based on the analysis and conclusions presented within the report, it is our opinion that the Market Value of the Fee Simple Estate of the Subject Property as of August 6,2019 is: $7.00/sq.ft. x 7,000 square feet= 49 000 FORTY-NINE THOUSAND DOLLARS 43 CERTIFICATION I certify that, to the best of my knowledge and belief,the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal,unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of,this report. I appraised the property on October 15,2018. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475,Part 11 F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the property that is the subject of this report on July 26, 2019. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate set forth in this report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the requirements of the continuing education program of the Appraisal Institute. Continuing educational requirements are also completed for the American Society of Appraisers and the State of Florida. Au List 6. 2019 Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-Certified General Real Estate Appraiser No. RZ-85 August 6,2019. Claudia Vance,MAI Florida State-Certified General Real Estate Appraiser No.RZ-173 44 CERTIFICATION AND LIMITING CONDITIONS The statements and conclusions contained in this report,subject to the limiting conditions hereafter cited,are correct to the best of the writers'knowledge. I. The undersigned have personally inspected the subject of this report. No pertinent information has been knowingly withheld. 2. Unless specifically included,the subject is analyzed as though free and clear of liens and encumbrances. 3. No responsibility is assumed for legal matters,nor is an opinion of title rendered. Title is assumed to be good and held in Fee Simple,unless excepted. 4. Legal descriptions and property dimensions have been f m-iished by others; no responsibility for their correctness is assumed. Sketches which may be in the report are for illustrative purposes only. 5. Possession of any copy of this report does not cant'with it the right of publication,duplication,or advertising using the writers'names or professional designations or membership organizations. 6. The writers are not required to testify without prior agreement. 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. 8. Where divisions are made between land,improvements, etc.,the values estimated for each apply only under the cited use or uses. 9. The value applies ONLY as of the date of valuation stated within the report. 10. The writers certify that they have no present,past or contemplated interest in the subject of this report-unless specifically stated. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not consistent with the written function of this report without the express written consent of the writers AND client. 12. The reported analyses,opinions and conclusions were developed,and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice and Conduct of the Appraisal Institute. The work also conforms to the Uniform Standards of Professional Appraisal Practice. 13. Soil or sub-soil contamination may exist from current or prior users, or users outside the property concerned. The appraisers are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. 14. The appraisers have not been provided a Habitat Survey, Endangered Species Survey, or analysis by a qualified environmental specialist indicating the presence of or proximity to environmentally sensitive and/or protected land or species which could affect the use, and possibly, value of the appraised property. The appraisers are not qualified to identify these factors. We recommend that an expert be hired where there may be reasonable cause to expect the presence of any of the cited elements. 15. Jesse B.Vance,Jr. and Claudia Vance are responsible for the analyses,conclusions,and opinions of real estate set forth in this report. No one else provided significant professional assistance to the signers of this report. 16. Prospective value is based on current conditions and trends. The appraisers cannot be held responsible for unforeseeable events which might alter market conditions upon which market value opinion has been developed. 17. The appraisers certify that they have the knowledge and experience required to perform this appraisal assignment. 18. The appraisers reserve the right to amend or change this report at any time additional market information is obtained which would significantly affect the value. Jesse B.Vance,Jr.,MAI,SRA,ASA State-Certified General Real Estate Appraiser No.RZ 85 August 6,2019 Claudia Vance,MAI State-Certified General Real Estate Appraiser No.RZ 173 August 6,2019 45 ADDENDA {111111lIINIIII{I�II�IIIIIIIIII�INI�l�lll� CF'N 20100456701 OR BK 2425 PC, 02413 RECORDED 12/01/2010 15:17:09 This Instrument was Prepared By: Palm Beach County, Florida Annabella Barboza,Esquire AMT 10.00 GOREN,CHEROF,DOODY&EZROL,P.A. 099 East Commercial Boulevard,Suite 200 Doc Stamp 0.70 rt Lauderdale,Florida 33308 Sharon R. Bock,CLERK A COMPTROLLER Pgs 0249 - 251; (3pgs) C: 08-43-45-21-10-005-0090 O 08-43-45-21-10-005-0100 08-43-45-21-04-000-0202 08-43-45-21-10-004-0130 43-45-21-25-001-0040 -43-45-21-27-001-0260 v CORRECTIVE DEED *Beoulevard, RRECTIVE DEED is made on this day of November, 2010 by and between the Citon Beach, a Florida municipal corporation, whose post office address is 100 E. BoyntoBoynton Beach, Florida 33435 (hereinafter referred to as "Grantor") and the Boynton BCommunity Redevelopment Agency, a Florida public body corporate and politic createdvrsuant to Section 163.356 F.S, whose post office address is 915 South Federal Highway,Boynton,fe h,Florida 33435 (hereinafter referred to as"Grantee"). l � WITNESSETH: That Grantor, f a �1r1 consideration of the sum of Ten Dollars ($10.00) in hand paid by Grantee, receipt whereof acknowledged, has granted, bargained and quit-claimed to said Grantee and Grantee's suc s and assigns forever the following described real property situate, lying and being in PALM B ounty,Florida,to wit: SEE ALEGAL DESCRIPTION IN EXHIBIT A Note: This Corrective Deed is givenect the correct legal description of the vacant lot identified with PCN 08-43-45-21-27-001-0260 th s included in that certain Quit Claim Deed dated July 20, 2010 and recorded in Official Records 23963, Page 665 of the Public Records of Palm Beach County,Florida. SUBJECT .TO: Taxes for current year and subsequent years, restrictions, reservations, easements and other matters of record. To Havd and to Hold the same together with all and singular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title interest, lien, equity and claim whatsoever of Grantor,either in law or equity,for the use,benefit and profit of said Grantee forever. IN WITNESS WHEREOF, Grantor hereunto sets Grantor's hand and seal the day and year first above written. Signed,sealed,and delivered CITY OF BOYNTON BEACH in the presence of: Witness Nar e: % e By:Jose rgu ,Mayor Witness Name: 47 Book24226/Page249 Page 1 of 3 STATE OF FLORIDA OUNTY OF PALM BEACH e foregoing instrument was acknowledged before me this 11 day of November, 2010 by Jose iguez,as Mayor of the City of Boynton Beach,a Florida municipal corporation,on behalf of ty,who is personally known to me or has produced a Florida Driver's License as identification. �o NOTARY PUBLI &+hwne.. 'Cjis-rM_ ActbumoLv NOTARY PUBLIC-STATE OF FLORIDA Catherine Cherry-Guberman Commission tDD792144 �'• Expires: MAY 27,2012 U DONTED THRU KfLAN IC BUNDL\G CO.,LNC. 2of3 48 Book24226/Page250 Page 2 of 3 f EXHIBIT A LEGAL DESCRIPTION 9, Block 5 of PALM BEACH COUNTRY CLUB ESTATES, according to the plat thereof, as orded in Plat Book 11, Page 43 of the Public Records of Palm Beach County,Florida. Q 08-43-45-21-10-005-0090 �,��O Lot U", 12 and 13, Block 5 of PALM BEACH COUNTRY CLUB ESTATES, according to the plat there as recorded in Book 11,Page 43 of the Public Records of Palm Beach County,Florida. PCN 08- e�21-10-005-0100 South 100 fe4* the West 5 feet of Lot 20, and Lots 21 and 22 of ROBERT WELLS' SUBDIVISION ' c ding to the plat thereof, as recorded in Plat Book 11, Page 66 of the Public Records of Palm acCounty,Florida, LESS the North 10 feet for road right-of-way purposes. 0 PCN 08-43-45-21-0 202 �p Lot 13, Block 4 of PALMCOUNTRY CLUB ESTATES, according to the plat thereof,as recorded in Plat Book 11, P of the Public Records of Palm Beach County,Florida. PCN 08-43-45-21-10-004-013 Lots 4 and 5, Block 1 of FRANK *ERDDITION TO BOYNTON, FLAaccording to the plat thereof, as recorded in Plat B3 of the Public Records of Palm Beach County, Florida,LESS and EXCEPT the Sohereof. PCN 08-43-45-21-25-001-0040 Lot 26, Block I of E. ROBERTS ADDITION, less the South 10 feet for a road right-of-way, according to the Plat thereof,.as recorded in Plat Book 1, Page 123 of the Public Records of Palm Beach County,Florida. PCN 08-43-45-21-27-001-0260 H:\2010\100219\Closing Docs\Quit Claim Deed-City REVISED doe J 3 of 3 49 Book24226/Page251 Page 3 of 3 E. R-2 Single and Two-family Residential District. 1. General. The purpose of the R-2 zoning district is to implement the medium density residential (MeDR) future land use map (FLUM)classification of the Comprehensive Plan. The intent of this conventional district is to stabilize and protect existing residential neighborhoods with densities no greater than ten(10)dwelling units per acre, and allowing limited types of non- residential uses. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3,Article IV, Section 3.D. 3. Building and Site Regulations (Table 3-9). Existing and/or planned single-family homes shall conform to the R-1 district requirements; however, for duplex homes, the following lot and building requirements shall be observed: BUILDING/SITE REGULATIONS R-2 District Minimum lot area(per unit): 4,500 s.f.1 Minimum lot frontage: 75 feet Minimum yard setbacks: Front: 25 feet2 Rear: 25 feet3 Interior side: 10 feet2 Corner side: 25 feet 2,3 Minimum living area: 750 s.f. Maximum lot coverage: 40% Maximum Floor Ratio Area (FAR) 0.104 Maximum structure height: 25 feet 1 Single-family dwellings shall be constructed on lots that are no less than six thousand(6,000)square feet. 2 Pursuant to Section 8.B.below,parcels that have frontage on Martin Luther King Jr.Boulevard and are located within the Martin Luther King Boulevard Overlay Zone shall have front,side interior,and side corner setbacks in accordance with the mixed use-low intensity 1 zoning district(see Section 6.11.below). 3 On corner lots,the side setback adjacent to the street shall be not less than one-half(1/2)the front yard setback. However,where orientation of adjacent lots on both street frontages provide typical front yard setbacks,the comer lot shall provide for front yard setbacks along both streets. when two(2)front yard setbacks are provided for on a corner lot,no rear yard setback shall be required,only side yard setbacks shall be imposed. 4 A floor area ratio(FAR)up to 0.10 maybe considered for non-residential uses allowed within the R-2 district (see "Use Matrix"—Chapter 3,Article IV, Section 3),pursuant to the medium density residential land use category of the Comprehensive Plan. 5 Not to exceed two(2)stories. 50 D. R-1 Single-family Residential District. 1. General. The purpose of the R-1 zoning district is to implement the moderate density residential (MoDR) future land use map (FLUM) classification of the Comprehensive Plan. The intent of this conventional district is to encourage single-family dwellings and structures at densities no greater than seven and one-half(7.5) dwelling units per acre, and allowing limited types of non-residential uses. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3, Article IV, Section 3.1). 3. Building and Site Regulations (Table 3-8). The following lot and setback requirements shall be observed: BUILDING/SITE REGULATIONS R-1 District Minimum lot area: a 6,000 s.f. Minimum lot frontage: 60 feet Front: 25 feet Rear: 20 feet Special rear yard setback reduction for single-story building additions:I Abutting: I-95 or railroad tracks: 50% Abutting: Intracoastal: 50% Abutting: Lakes: 50% Abutting: Golf Course: 50% Abutting: Canals wider than 150 ft 50% Abutting: Canals narrower than 150 ft 33% Abutting: Perimeter walls of community that abut other than residential: Abutting: Commercial or Industrial 50% Abutting: Public or private park: 50% Interior side: 7.5 feet Comer side: 25 feet2 Minimum living area: 1,200 s.f. Maximum lot coverage: 50% Maximum structure height: 30 feet 51 ' 3 J O a x ++ d d d d z z z z to w w z z E U •• a Q YC to YC YC o O to O N [— to O y O c� O c v �1. O o O Q. M y 00 O m � kn I I LL O O cc 0 `n U •� O OO o ffQ .. ori, "' o O N o d �m r-: z to z x cd W ch U oO o 0 O d to O t d Q rx Q z �o 1:T z z U Qo o ttn z oo r- 1:T z O O o O O DD t Q �� i z 01 01 -- z I O O a0 r. aj Cd Q Qz "O c. Q. $.. c� O fy (� U U Cd p �' Q s .. bD O O Q C/1 tom~" O s. _ _._ U 3 .3u � GTr140. z z z z z z z z 00 w w w w z z z z z • � � d d d d d d d d w w w w z z z z z 00 z z z z z z z z M N N N N N O z z z z z z z z U O / O O O O O M O O M N r- N N Fri N kn to kn kn M kn kn 44 O O N kn O by o 0 0 0 0 0 0 0 N N O O O O O <M O O N N v A4 0 0 0 0 0 0 0 0 M N -•� N N �n �n �n �n �n M �n �n Cd �. .-. OCd O V N 4 Cdto to L" o O .. C7 U U U w r� r� U rx U ---� EJ Sec. 11. Nonconforming Regulations. A. Lots and Parcels. 1. R-1 District, R-IA District, R-2 District, and R-3 District. A detached single-family dwelling may be constructed on any parcel located in an R-1, R-1 A, R-2, or R-3 district, provided that it meets all of the following requirements: a. The parcel contains at least one (1)whole platted lot,platted prior to August 7, 2001; b. The parcel, or assemblage of platted parcels which individually meet the requirements of paragraph a. above, has a frontage of not less than fifty (50) feet, and a lot area of not less than five thousand(5,000) square feet(irregular, other than rectangle-shaped lots with less than five thousand(5,000) square feet of area may be developed if in conformance with all other lot regulations); c. All such parcels, when developed, shall comply with all provisions of the Land Development Regulations and applicable building code regulations, including without limitation sections of the building code regulations regarding the impact of construction and drainage on or to adjacent properties. -- N 2. R-2 District. Within R-2 districts, in subdivisions platted prior to the effective date of these Regulations, where the platted lots have a frontage of at least forty (40) feet but less than fifty (50)feet,the following rules shall apply: a. A detached single-family dwelling may be constructed on any such parcel,provided that the parcel contains at least one (1)whole platted lot. b. A duplex dwelling may be constructed on any parcel,provided that it meets the following requirements: (1) The parcel contains at least two (2)whole platted lots; (2) Property cannot be acquired from adjacent parcels so as to make the subject parcel conforming, without causing the adjacent parcels to become nonconforming or more nonconforming. c. For any parcel, lot, or combination of lots, where the total frontage is equal or greater than one hundred twenty (120)feet, and the total area is greater than twelve thousand(12,000) square feet, said property shall not be developed except in accordance with the minimum frontage and lot area required in the R-2 zoning district. d. Ownership of parcels shall be determined by the property tax rolls on file in the Palm Beach County Property Appraiser's Office as of the effective date of these Regulations. 3. R-I AA District. A detached single-family dwelling may be constructed on any parcel located in an R-1 AA district,without requiring a variance,provided that it meets the following requirements: a. The parcel contains at least one (1)whole platted lot. b. The parcel has a frontage of not less than sixty (60) feet,and a lot area of not less than six thousand, seven hundred fifty (6,750) square feet in area. c. It would not be possible to acquire property from adjacent parcels so as to make the subject parcel conforming,without causing the adjacent parcels or structures thereon to become nonconforming or more nonconforming. For any parcel or lot, or combination of lots under the same ownership, where the total frontage and the total area is equal to or greater than that which is required by the R-IAA district building and site regulations, said property shall not be developed except in accordance with the minimum frontage and lot area required in the particular zoning district. Not more than one (1)parcel or lot, or combination of lots under the same ownership,that is nonconforming but which meets the requirements under b. above may be developed for a single- family house. 54 ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 1 of 3 Sec. 2. Standards. A. General. 1. Rules and Methodology. a. Parking space requirements shall be computed on the basis of the principal use of a structure or lot, and using gross floor area unless stated otherwise in this article. Gross floor area, for the purposes of this subsection, shall include the floor area occupied by the principal use,plus the floor area occupied by all other enclosed spaces, including but not limited to storage rooms,maintenance and mechanical rooms, offices, lounges, restrooms, lobbies, basements, mezzanines, and hallways. b. Where several principal uses exist in one (1) structure or on one (1) lot,parking space requirements shall be computed separately for each principal use,unless stated otherwise in this article. Where parking spaces are required in this article for each of several principal uses that commonly occur together,this is done for the purpose of clarification only, and shall not limit the application of the requirement contained in this paragraph. c. A use shall be considered a principal use, for the purposes of this subsection, if it could exist separately from all other uses in the same structure or on the same lot, and would by itself generate significant parking demand. d. Where several principal uses exist in one (1)building or part of a building, and the floor area of each principal use cannot be clearly delineated,the parking space requirement for the use requiring the greatest number of parking spaces shall apply. e. Where a use is not listed below, parking space requirements shall be determined by the City Commission after review and recommendation by the Director of Planning and Zoning or designee. f. Where the number of required parking spaces as computed includes a fraction,the number of required parking spaces shall be the computed number rounded to the next highest whole number. g. Except as provided in Section 3.E. below,there shall be provided, at the time of the erection of any structure or establishment of any use, a number of off-street parking spaces in accordance with the following minimum requirements,and subject to the parking requirements of this subsection. Where a structure or use is enlarged or increased in capacity by any means, including a change in building occupancy which requires the provision of additional parking spaces, or a change in use to or which requires additional parking spaces,the minimum number of parking spaces shall be computed by applying these requirements to the entire structure or use. 2. Minimum Number of Required Off-Street Spaces for Non-Residential Uses. No fewer than four(4)parking spaces shall be provided for any non-residential use. 3. Location of Off-Street Parking Areas. a. Residential. Required parking spaces for all dwellings shall be located on the same lot as the dwelling to be served. b. Non-residential. Required parking spaces for all non-residential uses shall be owned by the owner of the building or lot to be served,and shall be located on the same lot, or not more than three hundred(300) feet distance,unless the property is located within those areas defined within the adaptive re-use section of the Code (Chapter 4, Article 5, Section 4). In those areas, required parking spaces may be leased within three hundred(300) feet of the use in which they serve, subject to Board and City Commission approval,and the property shall be posted with signage indicating to patrons the location of the leased parking. B. Table 4-17. Residential and Lodging Uses. Residential and Lodging Uses Standard Number of Required Parking Spaces 55 http://www.amlegal.com/nxt/gateway.dll/Florida/boynton/partiiilanddevelopmentregulation... ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 2 of 3 Building area size is based upon gross floor area(in square feet)unless specifically expressed otherwise. Single-family,duplex dwelling,or mobile home: 21 Efficiency or one (1)-bedroom apartment: 1.5 1,2 Within mixed use high district: 1.332 Two (2) or more bedroom apartment: 21,2 Within mixed use high district: 1.661'2 Dormitories: 1 per unit Hotel&motel units containing one (1)-bedroom: 1.25 per unit Within mixed use high district: 1 per unit Hotel& motel suite containing two (2) or more 2 per unit bedrooms: Within mixed use high district: 1 per unit Group home(types 1 through 4): 1 per 3 beds Bed&breakfast: 13 Live/work unit: 1 per 2 units4 1 Residential driveways shall satisfy the parking space requirements for single-family detached dwelling units, duplexes, and multi-family dwelling units containing garages,provided such driveways are of sufficient size to meet the parking space requirements of this subsection. A residential driveway of sufficient size shall be provided prior to the issuance of a certificate of occupancy. For all required parking spaces not located within an enclosed garage, the first parking space shall be the minimum size required for a handicap space, exclusive of public or private rights-of-way, and all other required spaces must be dimensioned in accordance with current city standards. All driveways shall be setback at least two (2) feet from interior side and corner side property lines, and maintained and drained so as to prevent nuisance conditions or a danger to the public and/or adjacent property owners. Any expansion to an existing driveway shall require a zoning permit from the Planning and Zoning Division in accordance with the procedures specified in Chapter 2,Article II, Section S.B.; however, any driveway expansion(or similar impervious surface)that is equal to or greater than eight hundred(800) square feet shall require the approval of a land development permit in accordance with Chapter 2, Article III, Section 3. Any work, such as a driveway,proposed within the swale (right-of-way) shall require a permit from the Engineering Division in accordance with the procedures specified in Chapter 2, Article III, Section 4. 2 Guest parking shall be provided at a rate of 0.15 spaces per unit for residential developments consisting of three (3)or more dwelling units. 3 Required parking shall be calculated on the basis of one (1) space per each employee, manager, or owner and one (1)parking space for each guest unit. Newly created parking may be located only in the rear and side yard. 56 http://www.amlegal.com/nxt/gateway.dll/Florida/boynton/partiiilanddevelopmentregulation... ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 3 of 3 4 In addition to the required parking for the residential unit,the city requires that one (1) parking space per two (2) live/work units be provided to meet business activity needs. Parking provided to meet this requirement shall be located on the lot,built into or under the structure, or within three hundred (300) feet of the unit in which the use is located. The distance shall be a straight line measurement from a point on the boundary line of the property of the subject unit to the closest boundary line of the property on which the parking is located. Parking provided to accommodate said space, including driveways of adequate depth in front of the unit's garage, shall not serve as meeting required parking for the unit's residential use. 57 http://www.amlegal.com/nxt/gateway.dll/Florida/boynton/partiiilanddevelopmentregulation... 1/8/2015 SUMMARY OF 2018—2019 USPAP(Uniform Standards of Professional Appraisal Practice) Standard Rule 2: Real Property Appraisal, Reporting In reporting the results of a real property appraisal, an appraiser must communicate each analysis, opinion, and conclusion in a manner that is not misleading. STANDARD 2 addresses the content and level of information required in a report that communicates the results of the real property appraisal. STANDARD 2 does not dictate the form,format, or style of real property appraisal reports. The form, format, and style of the report are functions of the needs of intended users and appraisers. The substantive content of a report determines its compliance. STANDARDS RULE 2-1 Each written or oral real property appraisal report must: (a) clearly and accurately set forth the appraisal in the manner that will not be misleading; (b) contain sufficient information to enable the intended users of the appraisal to understand the report properly; and (c) clearly and accurately disclose all assumptions, extraordinary assumptions, hypothetical conditions, and limiting conditions used in the assignment. STANDARDS R ULE 2-2(a) Each written real property appraisal report must be prepared under one of the following options and prominently state which option is used:Appraisal Report or Restricted Appraisal Report. The content of an Appraisal Report must be consistent with the Intended Use of the appraisal and, at a minimum: (i) state the identity of the client, unless the client has specifically requested otherwise; state the identity of any intended users by name or type; (ii) state the intended use of the appraisal; (iii) summarize information sufficient to idents the real estate involved in the appraisal, including the physical, legal, and economic property characteristics relevant to the assignment; (iv) state the real property interest appraised; (v) state the type and definition of value and cite the source of the definition; (vi) state the effective date of the appraisal and the date of the report; (vii) summarize the scope of work used to develop the appraisal; (viii) summarize the information analyzed, the appraisal methods and techniques employed, and the reasoning that supports the analyses, opinions, and conclusions; exclusion of the sales comparison approach, cost approach or income approach must be explained; (ix) state the use of the real estate existing as of the date of value and the use of the real estate reflected in the appraisal; (x) when an opinion of highest and best use was developed by the appraiser, summarize the support and rationale for that opinion; (xi) clearly and conspicuously: state all extraordinary assumptions and hypothetical conditions: and state that their use might have affected the assignment results; and (xii) include a signed certification in accordance with Standards Rule 2-3. 58 475.611 Florida Statutes: Definitions.-- (1) As used in this part, the term: (a) "Appraisal" or"appraisal services" means the services provided by certified or licensed appraisers or registered trainee appraisers, and includes: 1. "Appraisal assignment" denotes an engagement for which a person is employed or retained to act, or could be perceived by third parties or the public as acting, as an agent or a disinterested third party in rendering an unbiased analysis, opinion, review, or conclusion relating to the nature, quality, value, or utility of specified interests in, or aspects of, identified real property. 2. "Analysis assignment" denotes appraisal services that relate to the employer's or client's individual needs or investment objectives and includes specialized marketing, financing, and feasibility studies as well as analyses, opinions, and conclusions given in connection with activities such as real estate brokerage, mortgage banking, real estate counseling, or real estate consulting. 3. "Appraisal review assignment" denotes an engagement for which an appraiser is employed or retained to develop and communicate an opinion about the quality of another appraiser's appraisal, appraisal report, or work. An appraisal review may or may not contain the reviewing appraiser's opinion of value. (b) "Appraisal Foundation" or"foundation" means the Appraisal Foundation established on November 20, 1987, as a not-for-profit corporation under the laws of Illinois. (c) "Appraisal report" means any communication, written or oral, of an appraisal, appraisal review, appraisal consulting service, analysis, opinion, or conclusion relating to the nature, quality, value, or utility of a specified interest in, or aspect of, identified real property, and includes any report communicating an appraisal analysis, opinion, or conclusion of value, regardless of title. However, in order to be recognized in a federally related transaction, an appraisal report must be written. (d) "Appraisal review" means the act or process of developing and communicating an opinion about the quality of another appraiser's appraisal, appraisal report, or work. (e) "Appraisal subcommittee" means the designees of the heads of the federal financial institutions regulatory agencies established by the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. ss. 3301 et seq.), as amended. (f) "Appraiser" means any person who is a registered trainee real estate appraiser, licensed real estate appraiser, or a certified real estate appraiser. An appraiser renders a professional service and is a professional within the meaning of s. 05._1.1_(4)(a). (g) "Board" means the Florida Real Estate Appraisal Board established under this section. (h) "Certified general appraiser" means a person who is certified by the department as qualified to issue appraisal reports for any type of real property. (i) "Certified residential appraiser" means a person who is certified by the department as qualified to issue appraisal reports for residential real property of one to four residential units, without regard to transaction value or complexity, or real property as may be authorized by federal regulation. Q) "Department" means the Department of Business and Professional Regulation. 59 Page 1 of 5 Vance Real Estate Service ANWONNNOMMIL 9 Jesse B. Vance, Jr., MAI, SRA, ASA, MBA Appraiser - Real Estate Analyst - Reviewer - Expert Witness Vance Real Estate Service - 7481 NW 4 Street - Plantation - Florida - 33317 Office: 954.583.2116; Cell: 954.610.2423; Email: vanceval(a,comcast.net Web Page: www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Currently registered in"SAM" (U.S. Government System for Award Management—DUNS 826494957).Designated appraisers perform the appraisal work,no trainees. Jesse B. Vance, Jr., MAI, SRA, ASA, MBA and Claudia Vance, MAI are qualified as expert witnesses for eminent domain, bankruptcies, deficiency judgments, marriage dissolution, and estate valuations. Our firm values most types of real property interests for sale, mortgage loans, litigation and investment reasonably, timely and professionally. As licensed real estate brokers,we perform most other real property functions.We also do"Valuations for Financial Reporting." PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/DEGREES/LICENSES&CERTIFICATIONS MAI DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 SRA DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 ASA DESIGNATION - AMERICAN SOCIETY OF APPRAISERS(RE-Urban)4003439 MBA DEGREE - REAL ESTATE MANAGEMENT AND DEVELOPMENT STATE-CERTIFIED GENERAL REAL ESTATE APPRAISER 4RZ-85(Florida) FLORIDA STATE LICENSED REAL ESTATE BROKER NO.BK.91050 REGISTERED VETERAN-OWNED SMALL BUSINESS(CCR/Duns 826494957) FLORIDA CERTIFIED SDVBE BUSINESS ENTERPRISE(Minority Business Enterprise-MBE) FLORIDA"D.E.P."APPROVED APPRAISER Currently registered in"SAM"(U.S.Government System for Award Management). B)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION 1.U.S.Court of Appeals,Eleventh Circuit 2.U.S.District Court,Southern District of South Florida 3.U.S.District Court,New Jersey 4.U.S.Bankruptcy Court,Southern District of Florida 5.U.S.Bankruptcy Court,District of New Jersey 6.U.S.Bankruptcy Court,Western(Pittsburgh)Division of Pennsylvania 7.Florida Circuit Courts:Broward,Dade,Palm Beach,Lee,Collier,Martin,and Okeechobee Counties 8.Appraiser on landmark eminent domain cases:TESSLER,NESS TRAILER PARK,PATEL,SIMPSON v. FILLICHIO,RUBANO,PALM BEACH COUNTY(FL)vs.COVE CLUB INVESTORS,LTD. C)EXPERIENCE Over thirty-five(35)years appraising and analyzing real property interests in South Florida Partial list: RESIDENCES, RESTAURANTS/BARS, APARTMENT BUILDINGS, OFFICE BUILDINGS HOTELS/MOTELS, CHURCHES, CONDOMINIUMS/COOPS, HOSPITALS &NURSING HOMES, VACANT LAND, GOLF COURSES, GOLF CLUBS, GASOLINE SERVICE STATIONS, MARINAS, TRAILER PARKS, SHOPPING CENTERS, BANKS/THRIFT INSTITUTIONS, BOWLING ALLEYS, P.U.D.'S, INDUSTRIAL BUILDINGS, TIME-SHARE DEVELOPMENTS, ROCK PITS, SCHOOLS, AGRICULTURAL PROPERTIES, WATER MANAGEMENT DISTRICT, MARKETABILITY, FEASIBILITY ANALYSES, INVESTMENT ANALYSES, AUTO SALES FACILITIES, LEASE VALUATIONS, TAX & ASSESSMENT APPEALS, CONDEMNATION, EXPERT WITNESS (Member National Forensic Center), BUSINESS ENTERPRISE VALUATIONS (BEV), (VFR) VALUATION FOR FINANCIAL REPORTING, AVIGATION & CLEARANCE EASEMENTS, ESTATES, DIVORCES, PLANNING/LAND USE STUDIES, HIGHEST & BEST USE ANALYSES, DEPRECIATION ANALYSES, COMPONENT APPRAISALS, ENVIRONMENTALLY SENSITIVE LAND, CONTAMINATED PROPERTIES, SUGARCANE & TURFGRASS LAND, DAY CARE CENTERS, SELF-STORAGE FACILITIES, FUNERAL HOMES, ANIMAL HOSPITALS, SUBMERGED LAND, CITY CENTERS,etc. 60 Page 2 of 5 D)PARTIAL LIST OF CLIENTS PRIVATE INDIVIDUALS AND CORPORATIONS, ATTORNEYS, ACCOUNTANTS, TRUST DEPARTMENTS, COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust; American National Bank; Landmark Bank; City National Bank; BankUnited; Gateway American Bank; State Farm Bank; Englewood Bank & Trust; SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES; FLORIDA CITIES: FORT LAUDERDALE, PLANTATION, COOPER CITY, TAMARAC, LAUDERHILL, BOCA RATON, DEERFIELD BEACH, OAKLAND PARK, WILTON MANORS, HOLLYWOOD, WEST PALM BEACH, DELRAY BEACH, HALLANDALE, PEMBROKE PINES, COOPER CITY, TOWN OF DAVIE, TOWN OF SOUTHWEST RANCHES, MIRAMAR. FLORIDA COUNTIES: BROWARD, PALM BEACH,COLLIER, OKEECHOBEE;BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS;OKEECHOBEE BOARD OF COUNTY COMMISSIONERS. SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, BROWARD COUNTY HOUSING AUTHORITY,STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION(DOT); STATE OF FLORIDA DIVISION OF GENERAL SERVICES(GSA); N. BROWARD GENERAL HOSPITAL DISTRICT; STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Approved Vendor);U_S. TREASURY DEPARTMENT(General Counsel, I.R.S.);U.S.MARSHAL'S SERVICE—U.S.ATTORNEY'S OFFICE CENTRAL DIVISION—U.S.Dept.of Justice; VETERANS ADMINISTRATION E)EDUCATIONAL BACKGROUND-(Partial List) BACHELOR OF ARTS- Earlham College,Richmond,Indiana(1954) MBA(Nova University) - Real Estate Management&Development(National Dean's List 1991) Course 1 (AIREA) - Basic Principles of Appraising Course 2 (AIREA) - Urban Property Valuation(Income) Course 4 (AIREA) -Condemnation Appraising Course 6 (AIREA) - Income Capitalization&Analysis Course 101(SREA) - Introduction to Appraising Course 201(SREA) - Income Property Valuation,Theory Course 202(SREA) - Applied Income Property Valuation Course 301(SREA) - Applications/Appraisal Analysis Symposium (SREA) - Market Analysis,1978,Virginia Symposium (SREA) - Market Analysis,1979,Arizona Symposium (SREA) - Market Analysis,1980,South Carolina Symposium (SREA) - Market Analysis,1981,Tennessee Symposium (SREA) - Market Analysis,1982,New Mexico Symposium (SREA) - Market Analysis,1983,Pennsylvania Symposium (SREA) - Market Analysis,1984,Georgia Symposium (SREA) - Market Analysis,1985,Vancouver,B.C. Symposium (SREA) - Market Analysis,1986,New Jersey Clinic (SREA) -#201 Instructor,1987,U.of Illinois Clinic (SREA) -#201 Instructor,1988,Illinois Seminar (SREA) - Professional Practice,1988,Florida Symposium(SREA) - Market Analysis, 1988,California Symposium(SREA) - Market Analysis, 1989,Minnesota MBA Graduate School Courses: 1990—1991 Successfully completed the following graduate school courses: - "Regulation of Real Estate Development" - "Real Properties Management" - "Legal Issues In Real Estate" - "Market Analysis and Site Selection" - "Organizational Behavior and Management' - "Human Resource Management" - "Real Estate Economics" -"R.E.Finance:Instruments,Institutions&Investment Analysis" - "Urban Infrastructure&Environmental Analysis" - "Real Estate Accounting" - "Marketing Management for Real Estate" - "Commercial Real Estate Lending" - "Construction Technology and the Building Development Process" SEMINAR (AI) - Cost Approach(1992/Boston) SEMINAR (AI) - Rates&Ratios(1992/Boston) SEMINAR (AI) - International Appraising(1992/Boston) SEMINAR (AI) - Litigation Valuation/Mock Trial(1993) SEMINAR (AI) - ADA ACT(1993/Reno) SEMINAR (AI) - Hotel Valuation(1993) SEMINAR (AI) - Income Capitalization,Methods(1993) SEMINAR (AI) - Powerlines/Electromagnetic Radiation(1994) SEMINAR (AI) - Verifying Market Data(1994) SEMINAR (AI) - Market Studies for Appraisals(1994) SEMINAR (AI) - Florida Appraiser Core Law(USPAP/1994) 61 Page 3 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) SEMINAR (AI) - Limited Appraisals&Reports(USPAP/1994) SEMINAR (AI) - Public Safety&Property Values(1995) SEMINAR (AI) - Outparcel Valuation(1995) SEMINAR (AI) - Computer Technology Video Conference(1995) SEMINAR (AI) - The Internet&the Appraiser(1996) SEMINAR (AI) - Florida Commercial Construction(1996) SEMINAR (AI) - Real Property Rights in Florida(1996) COURSE (AI) - USPAP&Florida Real Estate Core Law(1996) SEMINAR (AI) - Valuation of Trees(199 7) 3-DAY COURSE - Environmental Permitting/Mitigation/Mitigation Banking/Contamination Risk Management- Liability/Wetlands/Hazardous Wastes/LenderLiability(1997/Marco Beach.FL) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) - Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) - Non-Conforming Uses(1998) SEMINAR(AI) - The Impact of Contamination on Real Estate Value(1998) COURSE (AI) - USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) - Econometrics/Statistical Valuation Methods(1999) COURSE (AI) - 14 Hour(2-day)Advanced Spreadsheet Modeling for Valuation Applications SEMINAR(AI) - Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) - The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) - Technology Forum Part II/Intermediate(1999) SEMINAR(AI) - Client Satisfaction/Retention/Development(1999) SEMINAR(AI) - Attacking and Defending an Appraisal(1999) SEMINAR(AI) - Federal Appraisal Requirements("Yellow Book')(2000) SEMINAR(AI) - Regression Analysis in Appraisal Practice:Concepts&Applications(2000) SEMINAR(AI) -Analyzing Income Producing Properties(2000) SEMINAR(ATIF) - 1031 Tax Deferred Exchanges(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) - Mediation&Alternate Dispute Resolution Seminar(2001) SEMINAR(AI) - State of the Appraisal Profession(2001) 2-Day SEMINAR - Eminent Domain,by CLE International,Tampa,Florida(200 1) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -7 Hour National USPAP Update Course#1400(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Appraiser Independence in the Loan Process(2004) SUMMIT (AI) -Moderator at 2-day Appraisal Summit in Washington,D.C.(12/2004) SEMINAR(AI) -Loss Prevention Program for Real Estate Appraisers(2005) SEMINAR(AI) -Valuation of Wetlands(7/2005) SEMINAR(AI) -Tri-County Residential Symposium(8/2005) SEMINAR(AI) -"Cool Tools"Internet Resources and Use for Valuation(2/2006) SEMINAR(AI) -FREAB 7-Hour National USPAP Update(5/2006) SEMINAR(AI) -FREAB 3-Hour Florida State Law for Real Estate Appraisers(5/2006) SEMINAR(AI) -USPAP Scope of Work&New Requirements(8/2006) SEMINAR(AI) -USPAP Reappraising,Readdressing&Reassigning Appraisal Reports(2/2007) SEMINAR(AI) -Al Summary Appraisal Report/Residential(4/07) COURSE(Fla..) -14-Hour Continuing Education(including 3-Hour Florida Core Law)(7/2007) SEMINAR(AI) -Real Estate Fraud:Appraisers Beware!(8/2007) SEMINAR(AI) - Florida Law for Real Estate Appraisers(11/2007) COURSE(AI) -Business Practices and Ethics—8 hours(12/2007) SEMINAR(AI) -Supervisor Trainee Roles and Rules(2/2008) SEMINAR(AI) -7 Hour National USPAP(4/2008) SEMINAR(AI) -USPAP Hypothetical Conditions&Extraordinary Assumptions(5/2008) SEMINAR(AI) -Litigation Skills for the Appraiser—7-Hour Seminar(9/2008) SEMINAR(AI) -Public Sector Appraising(2/2009) 62 Page 4 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) WEBINAR(AI) -Develop an Effective Marketing Plan(3/2009) SEMINAR(AI) -Inspecting the Residential"Green House"(4/2009) SEMINAR(AI) -Property Tax Assessment(5/2010) SEMINAR(AI) -Supervisor Trainee Roles and Rules(7/2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(7/2010) SEMINAR(AI) -7-Hour Introduction to Valuation for Financial Reporting—Chicago(5/2009) SEMINAR(AI) -Government Regulations&Their Effect on R.E.Appraising(8/2009) SEMINAR(AI) -R.E.Market:How We Got Here,Where We Are,Where We're Going(10/2009) SEMINAR(AI) -7 Hour National USPAP Update Course(10/1/2010) COURSE (AI) -7 Hour Introduction to Conservation Easement Valuation(12/10/2010) SEMINAR(AI) -The Real Estate Market(2/18/2011) COURSE (AI) - 16 Hours Uniform Appraisal Standards for Federal Land Acquisitions("Yellow Boob')(2/25-26/2011) WEBINAR(AI) -Real Estate Industry Perspectives on Lease Accounting(4/7/2011) COURSE (AI) - 15 Hour Appraisal Curriculum Overview(5/19-20/2011) WEBINAR(AI) -2-hour Investment Property Accounting Standards(6/8/2011) SEMINAR(AI) -3 Hour Spotlight on USPAP—Agreement for Services(7/15/2011) COURSE (AI) - 14 Hours(2-day)Advanced Excel Spreadsheet Modeling for Valuation Applications(9/22&9/23/2011) SEMINAR(AI) - Trial Components(11/4/11) SEMINAR(AI) - Lessons from the Old Economy Working in the New(1/20/2012) 7-Hour USPAP -National USPAP Update(3/9/2012) 3-Hour Fla..Law -State Law Update(3/9/2012) SEMINAR(AI) - Appraisal Review for General Appraisers(4/12/2012) SEMINAR(AI) - Land Valuation(4/20/2012) SEMINAR(AI) - The Valuation of Warehouses(6/22/2012) SEMINAR(AI) - Town Hall Meeting:2012 Appraisal Institute Forum(7/12/2012) SEMINAR(AI) - IRS Valuation(7/19/2012) SEMINAR(AI) - 7 Hour Business Practices and Ethics Course(12/7/2012) SEMINAR(AI) - Real Estate Forecast 2013(1/25/2013) COURSE(AI) - 7 Hour Advanced Marketability Studies(5/6/2013) SEMINAR(AI) - Developing a Supportable Workfile(11/15/2013) SEMINAR(AI) - Florida Appraisal Law Course(2/7/2014) SEMINAR(AI) - Liability Issues for Appraisers performing Litigation&Non-Lending Work(2/24/2014) COURSE(AI) - 7 Hour National USPAP Update Course(4/25/2014) SEMINAR(AI) - Economic Conditions(5/16/2014) SEMINAR(AI) - Fundamentals of Going Concerns(7/16/2014) SEMINAR(AI) - Litigation Assignments for Residential Appraisers(7/24/2014) SEMINAR(AI) - Economic Engines of Miami-Dade County,Florida(1/23/2015) SEMINAR(AI) - Economic Engines Driving Broward County,Florida(5/15/2015) 3-Hour Fla.Law - Florida Real Estate Broker 14-hour Continuing Education Course (incl.3 hour core law)with exam(9/2015) SEMINAR(AI) -Drone Technology&its Effect on Real Estate Valuations(11/2015) SEMINAR(AI) -Loss Prevention for Real Estate Appraisers(1/22/2016) COURSE(AI) -7-Hour National USPAP Update Course(4/22/2016) SEMINAR(AI) -3-Hour Florida Appraisal Law(4/22/2016) SEMINAR(AI) -4-Hour Appraisals in the Banking Environment(5/6/2016) SEMINAR(AI) -Appraising the Tough One:Mixed Use Properties(8/19/2016) SEMINAR(AI) -4-Hour Business Practices&Ethics(12/02/2016)5-Year Requirement WEBINAR(AI) -2-Hour Yellow Book Changes—Overview for Appraisers(1/11/2017) SEMINAR(AI) -3-Hours Economic Engines Driving Broward County in 2017(1/27/2017) COURSE(AI) -7-Hours:Introduction to Green Buildings Principles&Concepts(2/24/2017) COURSE(AI) -4 Hours:Another View of the Tough One:Sales Comparison Approach for Mixed-Use Properties(5/19/2017) SEMINAR(AI) -4 Hours:Appraising for Federal Office of Valuation Services&Yellow Book Review(8/18/2017) COURSE(BR) -14 Hours Real Estate Continuing Education,including 3-Hour Florida Real Estate Core Law(9/13/2017) COURSE(AI) - 4-Hours:2-4 Unit Small Residential Income Property Appraisals(11/3/2017) COURSE(AI) - 15 Hours"Yellow Book"Unifonn Appraisal Standards for Federal Land Acquisitions—Passed Exam(11/10/2017) SEMINAR(AI) - 3 Hours"Hot Topics and Myths in Appraiser Liability"(1/26/2018) COURSE(AI) - 7-Hour National USPAP Update Course(2/9/2018) SEMINAR(AI) - 3 Hours Florida Appraisal Law(2/9/2018) SEMINAR(AI) - 3 Hours"Parking Impact on Florida Properties"(5/4/2018) SEMINAR(AI) - 4 Hours"Technology Tips for Real Estate Appraisers"(9/21/2018) SEMINAR(AI) - 3 Hours "Airport Appraisals) (01/25/2019) SEMINAR(AI) - 4 Hours"Understanding an Investigation by a State Appraiser Regulatory Board or Agency(5/17/2019) 63 Page 5 of 5 F)APPRAISAL TEACHING EXPERIENCE Licensed by the Florida Department of Education to Teach(Certificate No.275236). Authored and taught Residential and Commercial Real Estate Appraisal Courses for Broward County Adult Education Program. Taught Course 101 - Society of Real Estate Appraisers. Taught Course 201 - Society of Real Estate Appraisers. Taught Appraisal Seminars-Board of Realtors,ASA, SREA,and Al (Appraisal Institute). Adjunct Professor, University of Florida Division of Continuing Education: (taught Course 2, "Real Estate Principles and Practices" to prospective Florida Real Estate Brokers). G)PROFESSIONAL OFFICES HELD/AWARDS NATIONAL B.O.D.MEMBER - BOARD OF DIRECTORS of APPRAISAL INSTITUTE (2006-2008) AWARD - Appraisal Institute`NATIONAL PRESIDENTS AWARD"2008 AWARD - Appraisal Institute"LIFETIME ACHIEVEMENT AWARD"2011 For"high ethical standards,contributions to the Appraisal Institute,Community and Appraisal Profession for at least 20 years." CHAIR - REGION X -All of Florida -Appraisal Institute(2008) VICE-CHAIR - REGION X -All of Florida -Appraisal Institute(2007) THIRD DIRECTOR - REGION X -All of Florida -Appraisal Institute(2006) FINANCE OFFICER - REGION X—All of Florida—Appraisal Institute(2006) PRESIDENT - BROWARD COUNTY,SOCIETY OF REAL ESTATE APPRAISERS PRESIDENT - BROWARD COUNTY,AMERICAN SOCIETY OF APPRAISERS CHAIR - FLA.STATE GOVERNMENT RELATIONS SUBCOMMITTEE OF Al CHAIR - FLA.STATE LEGISLATION&REGULATION SUBCOMMITTEE OF Al G)PROFESSIONAL OFFICES HELD/AWARDS CHAIR - FLORIDA REALTORS COMMITTEE ON COMMITTEE REFORMS CHAIR - EDUCATION COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - CANDIDATES GUIDANCE COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - NATIONAL Valuation for Financial Reporting PROJECT TEAM OF Al VICE CHAIR&MEMBER - NATIONAL GOVERNMENT RELATIONS COMMITTEE OF Al(15 Years) MEMBER - NATIONAL LONG RANGE PLANNING COMMITTEE OF Al MEMBER - NATIONAL PUBLIC AFFAIRS COMMITTEE OF Al DIRECTOR - REGION X(Florida)Appraisal Institute MEMBER - REGION X(FLORIDA)ETHICS AND COUNSELING PANEL DIRECTOR - BROWARD COUNTY,FLORIDA SOCIETY OF REAL ESTATE APPRAISERS DIRECTOR - SOUTH FLORIDA CHAPTER AMERICAN SOCIETY OF APPRAISERS MEMBER - NATIONAL EXPERIENCE REVIEW PANEL MEMBER OF Al SPECIAL MASTER - BROWARD COUNTY BOARD OF TAX ADJUSTMENT COMMISSIONER - 17TH JUDICIAL CIRCUIT COURT,Broward County,FL MEMBER - 2013 APPRAISAL INSTITUTE NATIONAL BUSVAL PROJECT TEAM H)PROFESSIONAL PUBLICATIONS&PRESENTATIONS Wrote and taught a basic Residential Appraisal Course for the Broward County Adult Education Div.of the Dept.of Education; Wrote and taught an Income Appraisal Course for the Broward County Adult Education Division of the Department of Education; Co-authored and taught an appraisal course on Mortgage-Equity Capitalization for the American Society of Appraisers. Authored and taught a Florida State and Appraisal Institute 3-hour accredited course in"The Legislation,Regulation and Appraisal of Real Property Rights in Florida September 7,1996. Presentation on"Gramm-Leach-Bliley"Federal Privacy Act of 1999 for South Florida Chapter of American Society of Appraisers on October 24,2001. Presented 3-hour Florida CEU-credit seminar on"Appraisers and the Gramm-Leach-Bliley Act"before the South Florida Chapter of the Appraisal Institute on July 27,2002. Presenter at 6.5 Hour CLE-credit Attorney Seminar on Florida Eminent Domain,"Valuation and Damage Issues" February 2,2006, Fort Lauderdale,Florida P CIVIC INVOLVEMENT MEMBER OF ROTARY INTERNATIONAL/PAUL HARRIS FELLOW MEMBER OF THE GREATER FORT LAUDERDALE OPERA GUILD MEMBER FLORIDA PHILHARMONIC BROWARD TRUSTEES MEMBER OF THE BROWARD COUNTY LIBRARY SUPPORT GROUP("BYBLOS") MEMBER CIRCLE OF FRIENDS—NOVA SOUTHEASTERN LIBRARY FOUNDATION MEMBER NOVA SOUTHEASTERN UNIVERSITY ALUMNI ASSOCIATION MEMBER OF THE FORT LAUDERDALE HISTORICAL SOCIETY MEMBER OF THE BROWARD COUNTY MUSEUM OF THE ARTS MEMBER OF THE FORT LAUDERDALE/BROWARD COUNTY CHAMBER OF COMMERCE MEMBER OF THE BETTER BUSINESS BUREAU OF SOUTH FLORIDA LIFETIME HONORARY MEMBER FLORIDA SHERIFF'S ASSOCIATION MEMBER NATIONAL&FT.LAUDERDALE COUNCILS U.S.NAVY LEAGUE U.S.ARMY VETERAN WWII(RA 1721268 1)-HONORABLE DISCHARGE 1949 64 I of Vance Beal Estate Service ir 01% Claudia Vance, MAI Appraiser - Real Estate Analyst Reviewer Vance Real Estate Service - 7481 NW 4 Street Plantation - FL - 33317 Office: 954.583.2116 Cell: 954.647.7148 Email:vanceval(a,att.net Web Site:www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Designated appraisers perform the appraisal work,no trainees. Our appraisals are used for financial/mortgage loan purposes from large mixed use complexes to small owner-occupied properties. We have the qualifications for appraisals submitted to SBA. Jesse B.Vance,Jr.,MAI, SRA,ASA and Claudia Vance,MAI are qualified as expert witnesses for eminent domain,deficiency judgments,marriage dissolution,and estates. Our firm values most types of real property interests,timely,professionally,and at competitive costs. PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/LICENSES MAI Designation-APPRAISAL INSTITUTE No.9451 State-Certified General Real Estate Appraiser No.RZ-173 Florida State Licensed Real Estate Broker No.BK 0161305 VOSB Veteran-Owned Small Business(CCR/Duns 826494957) B)WORK HISTORY 1983-Current Vice President-Vance Real Estate Service 1981-1983 President-The Appraisal Company,Fort Lauderdale,Florida C)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION U.S.Bankruptcy Court,Southern District of Florida Florida Circuit Court:Broward County D)PROFESSIONAL DEVELOPMENT PROGRAM REGISTRIES Valuation of Sustainable Buildings: Cormnercial Valuation of Sustainable Buildings: Residential E)EXPERIENCE:35+years appraising and analyzing real property interests in South Florida. F)APPRAISER SPECIAL MAGISTRATE FOR THE BROWARD CO VALUE ADJUSTMENT BOARD 2002-2010 Partial list of real property types valued: High value residences,Condominiums/Co-operatives,Office,Industrial,Multi-family,Restaurants/bars,Auto dealerships,City Centers, Hotels/motels, Houses of worship, Schools, Child care centers, Self-storage, Funeral home, Animal Hospital, Mixed use,Nursing homes,Gas sales stations,Marinas, Mobile home parks, Shopping centers, Country clubs/golf courses,Financial institutions,Bowling centers,Vacant land, Agricultural properties,Environmentally sensitive land Tvpes of Reports: Market Value, Eminent Domain, Marketability, Feasibility, Highest and Best Use, Investment Analyses, Partial Interests, Easement Valuations,Estate planning,Marriage dissolution,Land use studies,Damage/Contamination studies 65 2 of G)PARTIAL LIST OF CLIENTS— PRIVATE: Individuals,Corporations,Attorneys,Accountants,Habitat for Humanity,Seminole Tribe of Florida COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust Citigroup; Space Coast Credit Union; State Farm Bank; Florida Shores Bank;American National Bank;Landmark Bank;City National Bank;Englewood Bank&Trust SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES,TITLE INSURANCE COMPANIES FLORIDA CITIES: Fort Lauderdale, Plantation, Cooper City, Deerfield Beach, Tamarac, Oakland Park, Wilton Manors, Davie,Hollywood,Pembroke Pines,Hallandale Beach,Lauderhill, Southwest Ranches,Miramar,Boca Raton,Boynton Beach, West Palm Beach,Delray Beach FLORIDA COUNTIES and AGENCIES: Broward,Palm Beach,Broward County Board of County Commissioners,School Board of Broward County,Broward County Housing Authority STATE OF FLORIDA Department of Transportation(FDOT),Department of Environmental Protection U.S.Department of Veterans Affairs,U.S.Department of Treasury(IRS),U.S Marshall's Service,U.S.Attorney Hl EDUCATIONAL BACKGROUND Academic: Bachelor of Arts Degree—University of New Orleans,New Orleans,LA—Major: English Professional: Symposium (SREA)- Market Analysis,1983,Philadelphia Symposium (SREA)- Market Analysis,1984,Atlanta Symposium (SREA)- Market Analysis,1985,Vancouver Symposium (SREA)- Market Analysis,1986,Atlantic City Symposium (SREA)- Market Analysis,1988,Los Angeles SEMINAR(AI) -Cost Approach(1992/Boston) SEMINAR(AI) -Rates&Ratios(1992/Boston) SEMINAR(AI) -International Appraising(1992/Boston) SEMINAR(AI) -Litigation Valuation/Mock Trial(1993) SEMINAR(AI) -ADA ACT(1993/Reno) SEMINAR(AI) -Hotel Valuation(1993) SEMINAR(AI) -Income Capitalization,Methods(1993) SEMINAR(AI) -Powerhnes/Electromagnetic Radiation(1994) SEMINAR(AI) -Verifying Market Data(1994) SEMINAR(AI) -Market Studies for Appraisals(1994) SEMINAR(AI) -Florida Appraiser Core Law(USPAP/1994) SEMINAR(AI) -Limited Appraisals&Reports(USPAP/1994) SEMINAR(AI) -Public Safety&Property Values(1995) SEMINAR(AI) -Outparcel Valuation(1995) SEMINAR(AI) -Computer Technology Video Conference(1995) SEMINAR(AI) -The Internet&the Appraiser(1996) SEMINAR(AI) -Florida Commercial Construction(1996) SEMINAR(AI) -1996 Data Exchange(1996) SEMINAR(AI) -Real Property Rights in Florida(1996) COURSE (AI) -USPAP&Florida Real Estate Core Law(1996) SEMINAR(AI) -Valuation of Trees(1997) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) -Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) -Non-Conforming Uses(1998) SEMINAR(AI) -The Impact of Contamination on Real Estate Value(1998) COURSE (AI) -USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) -Econometrics/Statistical Valuation Methods(1999) SEMINAR(AI) -Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) -The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) -Technology Forum Part II/Intermediate(1999) SEMINAR(AI) -Client Satisfaction/Retention/Development(1999) SEMINAR(AI) -Attacking and Defending an Appraisal(1999) SEMINAR(AI) -Federal Appraisal Requirements(2000) SEMINAR(AI) -Regression Analysis in Appraisal Practice:ccConcepts&Applications(2000) 3 of4 H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(AI) -Analyzing Income Producing Properties(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) -Mediation&Alternate Dispute Resolution Seminar(200 1) SEMINAR(AI) -State of the Appraisal Profession(2001) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -National USPAP Course(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Loss Prevention(2005) SEMINAR(AI) -Single Family Fraud Awareness(2005) SEMINAR(AI) -Guide to the new URAR form(2005) SEMINAR(AI) -Technologies for Real Estate Appraisers(2006) SEMINAR(AI) -The Appraiser's Role in New Urbanism(2006) SEMINAR(AI) -National USPAP Update(2006) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2006) SEMINAR(AI) -Scope of Work and the New USPAP Requirements(2006) SEMINAR(AI) -Energy Star and the Appraisal Process(2006) SEMINAR(AI) -Reappraising,Readdressing,and Reassigning Appraisals(2007) SEMINAR(AI) -Real Estate Fraud(2007) SEMINAR(AI) -Forecasting Revenue(2007) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2007) COURSE(AI) -Business Practice and Ethics#420(2007) SEMINAR(AI) -Supervisor—Trainee Roles and Rules(2008) COURSE(AI) -7 Hour National USPAP Update#400(2008) SEMINAR(AI) -Hypothetical Conditions and Assumptions(2008) SEMINAR(AI) -Real Estate Economy(2008) SEMINAR(AI) -Public Sector Appraising(2009) SEMINAR(AI) -Inspecting the residential"green"house(2009) WEBINAR(AI) -Value for Financial Reporting(2009) SEMINAR(AI) -The Real Estate Market in 2009 SEMINAR(AI) -New Government Regulations(2009) SEMINAR(AI) -Property Tax Assessment(2010) SEMINAR(AI) -7 Hour National USPAP(2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2010) SEMINAR(AI) -Supervisor/Trainee Roles and Rules(2010) SEMINAR(AI) -The Real Estate Market(2011) SEMINAR(AI) -Uniform Appraisal Standards for Federal Land Acquisitions-"Yellow Boob'(2011) COURSE(AI) -15 Hour Appraisal Curriculum Overview(2011) SEMINAR(AI) -Spotlight on USPAP—Agreement for Services(2011) SEMINAR(AI) -Trial Components(2011) SEMINAR(AI) -Lessons from the Old Economy Working in the New(2012) SEMINAR(AI) -Appraisal Review for General Appraisals(2012) COURSE(AI) -National USPAP Update(2012) SEMINAR(AI) -Florida Law(2012) SEMINAR(AI) -Land Valuation(2012) SEMINAR(AI) -Valuation of Warehouses(2012) SEMINAR(AI) -IRS Valuation(2012) SEMINAR(AI) -Business Practices and Ethics(2012) SEMINAR(AI) -Real Estate Forecast(2013) SEMINAR(AI) -Advanced Marketability Studies(2013) SEMINAR(AI) -Developing a Supportable Workfile(2013) 67 4 of H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(Al) -Florida Appraisal Law(2014) SEMINAR(Al) -Liability Issues for Appraisers performing Litigation&Non-Lending Work(2014) COURSE(Al) -7 Hour National USPAP Update Course(2014) SEMINAR(Al) -Florida Law(2014) SEMINAR(Al) -New Real Estate Economy(2014) SEMINAR(Al) -Economic Engines of Miami-Date County(2015) SEMINAR(Al) -Economic Engines of Broward County(2015) SEMINAR(Al) -Tightening the Appraisal(2015) SEMINAR(Al) -Evaluating Commercial Construction(2015) SEMINAR(Al) -Drone Technology(2015) SEMINAR(Al) -Loss Prevention for Appraisers(2016) COURSE(Al) -7 Hour National USPAP Update(2016) SEMINAR(Al) -Florida Law(2016) SEMINAR(Al) -Redefining the Appraisal&Its Role in an Evolving Banking Environment(2016) SEMINAR(Al) -The Tough One,Mixed use properties(2016) SEMINAR(Al) -Business Practices&Ethics(2016) SEMINAR(Al) -Economic Engines Driving Broward County(2017) SEMINAR(Al) -Introduction to Green Buildings&passed exam(2017) SEMINAR(Al) -Another View of the Tough Ones(2017) SEMINAR(Al) -Appraising for the Office of Valuation Services,Department of the Interior(2017) SEMINAR(Al) -Case Studies in Appraising Green Residential Buildings&passed exam(2017) SEMINAR(Al) -Uniform Appraisal Standards for Federal Land Acquisitions&passed exam(2017) SEMINAR(Al) -Hot Topics&Myths in Appraiser Liability(2018) COURSE(Al) -7 Hour National USPAP Update(2018) SEMINAR(Al) -Florida Law(2018) SEMINAR(Al) -Parking&Its Impact on Florida Properties(2018) SEMINAR(Al) -What's New in Residential Construction(2018) SEMINAR(Al) -Valuation Resources for Solar Photovoltaic Systems(2018) SEMINAR(Al) -Technology Tips for Real Estate Appraisers(2018) SEMINAR(Al) -Residential&Comnnercial Valuation of Solar&passed exam(2018) SEMINAR(Al) -Airport Appraisals(2019) SEMINAR(Al) -Practical Applications in Appraising Green Commercial Properties&passed exam(2019) D PROFESSIONAL INVOLVEMENT Region X Representative of the Appraisal Institute 2006—2009 President of the South Florida Chapter of the Appraisal Institute-2003 First Vice-President of the South Florida Chapter of the Appraisal Institute-2002 Second Vice-President of the South Florida Chapter of the Appraisal Institute-2001 Secretary of the South Florida Chapter of the Appraisal Institute-2000 Treasurer of the South Florida Chapter of the Appraisal Institute-1999 Chair of the Education Committee of the S.Florida Chapter of the Appraisal Institute-1995,1996,1997,1998,2007-2018 Director of the South Florida Chapter of the Appraisal Institute 1996-1998 Member of Region X(Florida)Ethics and Counseling Panel—Al Graduate of the Florida REALTORS Institute(GRI) J) CIVIC INVOLVEMENT Member of the Navy League of the United States—Fort Lauderdale Council Lifetime Honorary Member-Florida Sheriff s Association Member of Zeta Tau Alpha Alumnae Fraternity 68 TO: Bride of Christ Church, Boynton Beach FRM: V .Marie Verna, Project Manager for Bride. of Christ Church RE: Survey of day care centers in Boynton Beach. These assumptions and facts to be considered in the purchase of lot from City of Boynton to build a proposed day care center for 40 children to service children , ages 2-4. FACT: It is to be acknowledged that your parish is very small and you stated that only 1-5 live in proximity to the church and who might have need of day care for this specific age group of children 2-4 to be serviced. For 25 years, you have parishioners at the old and new church who either have to be picked up by your bus to get to services. Many coming as far as Hollywood, Ft. Lauderdale, Lantana, Lake worth and 'West Palin Beach. The original parishioners and even the Pastor have driven to the church in Boynton from as far as Hollywood for over 25 years. Their children now parents are committed to their church, and if they cannot drive, you have been picking there up to go to service. FACT: It is recognized that parents who live that far away from their church use day care facilities near their home so that the children can be dropped off and picked up near their home or work. It is unlikely that they will be able to drive to Boynton to use the day care and especially have need for restricted ages offered for ages 2-4 to include Head Start. FACT: It is to be acknowledged that the 40 children for the proposed day care, will have to be able to pay the weekly rate . Since you only have 40 children and not 200 children like some day care centers in Boynton are servicing, you will not be in a position to assist your parishioners with free or reduced tuition even if they so desired to travel long distances to get to the day care because you will have to have to take in 100% of tuitions for all those 40 students ( paying customers) in order for you to carry the cost to run your day care correctly for your fixed expenses and operating costs. PAGE 2 -- SURVEY/REPORT FOR BRIDE OF CHRIST CHURCH FOR DAY CARE CENTER FACT: Since the approved housing fronting on Martin Luther Icing Blvd just across from the proposed day care site has been approved and begun for low-income rentals and safes, it would be no overstatement to acknowledge that regardless with so few of your parishioners who would be willing to and able to travel long distances for day care and those needing the specific 2-4 year old day care, safe to say that you will have no problem in filling up your proposed 40 student capacity. This is good news to be expecting a zero vacancy factor! I contacted over 17 day care facilities in Boynton Beach, regarding available day care for children , 2-4 year olds, which included Head Start for 4 year olds,( VPK Program). Questions were asked about availability and pricing. See attached two pages indicating which day care centers in Boynton were contacted. The survey produced the average day care for that age group with the same services and required ratio of teachers required for each age group to be charging from approximately $170 to 280 per week. (YMCA Boynton over $300 week) Some surveyed had waiting lists for three year olds, and the Head Sta program. Also some in the $170's had over 200 children. I advise that your proposed day care charge the minimum rate possible per week as to be affordable to your surrounding customers Le, (rentors and , buyers who will surrounding and fronting on MLK corridor. That is, the low- income projects to be fronting on Martin Luther King Blvd and the surrounding area. This is great news for you because you will have a zero vacancy factor since working parents drop off before work usually close to home and pick up after work on their way home. Some day care centers are only open 7:30 am to 5:30 or 6:00 pm. I advise five days a week and open 7:00 am and closing at 6:30 pm. Any other questions, be sure to call me. You are in good hands with your architect who I hired for the tear down and rebuilding of the original church. He is doing a great job. 7115/2019 SEARCH CHILD DAYCARE CENTERS IN BOYNTON BEACH FLORIDA-Google Search Go gle SEARCH CHILD DAYCARE CENTERS IN BOYNTON BEACH FLORID, ftaunq- Hours G You€past visits- Irrtagination Stationrragtnation Station Early Learning Center 0 U ``,-ir3y Learning Center 4.7 (63) Prt ch.. tie).r5 S : Mulltary Trodeka r (561)£42 42E' :EB` TEaIRECIIOW 1 Closed Opens 6:30AM Tae ti_.st°Fr. t rint ana Doodle Bugs!Children's KTndePCare of _»� $} Leaencc� Academy Boynton Beach avr on Family tial � � , ,;;• Gel, 1 ? 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Kindei-Care of Boynton Beach VZ& 4:3 (14) P sesc hool ° r` 4947 LeChalet tlalet Blvd 1 S • L 4 (561)734-7412 VA-BATL C lCtEC'TIUN; so hard to find a good sc final and this one was jast.- e Learning T E✓ Experience-Boynton Beach 4.,7 (2.17) Day caw c,e._ .: Canyon Tr vsn Center � 101613 i_cruns R (561)200 4_43 WLB`ITL EIRI C S' �p � loq2 � . Closed-Opens 6:37AM T°ue (.scold not ask car a better Oka environment to sendmy child Youthland Academy 2 F1 A (2? Day are cent_. G � (ti, 675 Auburn Ave '561)278-3352 Closed opens UOANI Ttle WEBSITE IREC'TIDN 47he only thing is they do not have VPk so when your child. /Soleil Early Learning Academy 5 0 (S t t3 I are c<. 201 SilvR23rd Avo (551)536-6736 (f WE SITE: C IREC:TIt??dS Closed-Opens 7AM TUe "They truly love the children and it shovvsl They offer the perfec httpsJiwww::google.conVsearch?rlr-iCiCVFX enUS817US817&4=SEARCH+CHILD+DAYCARE+CENTERS+IN+BOYNTON+BEACH+FLOR1DA&np._. 1/1 7/1512019 SEARCH CHILD DAYCARE CENTERS IN BOYNTON BEACH FLORIDA-Google search Go gle SEARCH CHILE)DAYCARE CENTERS IN 130YNTON BEACH FLORID, 0. Rating Hours- Your past visits 4 r t1 Imagination Station Early Leaming Center n �� Q) 4,7 (63)-FsCsch... whiz Kids Lake Worth,,FL WESSITE: DMECTION3 1"si`3 tela) �. Early Learning Lantana (561)642-426? caa �.. Closed•Cper15"6:20AM Tue €oodle Bugs!Children's Learning Academy Dawson Family Day Care AnderCare ofu ' r Kinder��i��ti�orizons . •/°- Baynton Beach ry La Petite Academy '' Bo ta)rrB'ehBeach r p R 3 (,5) t}re!San,. of Boynton Beach ® ntcn Beach, Yauthland lteaderrry ° eac .FL �` 4^Ji£s��dTC': Clln [.TIfJIdU. Closed-Open 6:30>sM Ttm 9 Burks Academy Inc (sonj Sun Valley Lighthouse Bright Horizons at Academy and Child_ Boynton Beach �' Soleil Early First Impression's 4`, (16) Dai,rare ce Learning AcademyAcademy Boynton Beach,F LGolfI a,-) G (5f 1)734 3s V41,8 ITE" ❑IRECTIDNS Closed Oben 6:30 AM Tue .__-. Brave Little "staff is accommodating and 'N Stars ChUdeare ,willing to help parents and.., y Dunes Road /V/Lighthouse Academyf � � a High Point and Child Development Cent Delray Beach fj (:E.1)'Day rare,CL:P.. y� f9p5 (SGB) yntonBeach,Ft id t;I3=_ Ir2EFTIC7NF; 6I)734 1S D Closed Opens 6:30AM Tue KinderCare of Baynton Beach Boynton Beach.VL 1=61)7347412 00 WE'E:31Tffi: CI'E.cTT L f;s so hard to find a good i school and fts cm,was gust... VA l,l` Soleil Early Learning 460 Academy Fa) (51) Day care ce... Wr Boynton Beach,FL (561)536 6736 4 7r"EB ITE DfRECT£13W, Closed ©peas 7AM Tue =They truly Eove the children and it sht3wsl T hey offer the perfec Brave Little Stars Childcare 4 t: (31) Delray Beach,FL f561)4,55-5695 Closed Opens 7AM TUE' 4J B°34TF: lR�r3Tlf3N3 • 'Brave#ittle sta;s is the hest child care in Delray beach.Ho... Home Away From Home Learning Center (52),Preschcx)l Boynton Beach,'Ft- (561)439-2040 WLE§`.SITE MRECTMN' "tlay children are very welltdken ,7' Tara('f,are happy and excited � �a Petite Academy of Boynton Beach VZPffE: DIRECTION'S 4 h (30) Day Care r.L... Bqyntc'n Beach,FL https_/Avww.google.comisearch2rfz-1G1CVFX enU 17US817&q=SEARCH+CHIL[D+DAYCARE+CENTERS+IN+BOYNTON+BEAGH+FLORIDA&np... 111 August 22, 20119 TO: CRA BOARD Boynton Beach, Michael Simon FRM: CLAUDE MAXIMS AND ANONCE NERESTANT,TRUSTEES BRIDE OF CHRIST CHURCH RE: CRA OWNED, LOT 28 FRONTING MARTIN LUTHER ICING,JR BLVD. The Bride of Christ Tabernacle church is responding to the CRA boards request as to how much the church is willing to pay for the CRA owned Lot 28,fronting on Martin Luther King,Jr. Blvd. Please be advised that the church is willing to pay the appraised value that was stated for$49,000.00. We thank you foryour assistance and are.grateful that we will have the opportunity to serve the public and surrounding community with a quality and affordable Child Day Care Services. We await the upcoming CRA meeting on September 5 for the next step . If you need to contact Claude Maxime, President Trustees, Bride of Christ Tabernacle Church, please do so at 561-305-8581 or V.Marie Verna, Project mgr.at 561-929-9564. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.F. SUBJECT: Ocean Breeze East Update and Consideration of Purchasing Washers/Dryers for all Dwelling Units SUMMARY: On August 13, 2019 the CRA Board requested the following information pertaining to the Ocean Breeze East Project: • Rental prices for the apartment units as submitted by Centennial Management Corp.: • Centennial Management Corp. provided a rent schedule (see Attachment 1) that was in effect at the time they submitted their response to the CRA's 2017 RFP/RFQ for Developer Qualifications and Proposals for the Ocean Breeze East Project Site. • Since the rent limits change annually, the 2019 Income Limits and Rent Limits according the HUD is attached (see Attachment 11)for comparison purposes. • Explanation of the Procedure for Rental Applicants: o The following documents have been provided by Centennial Management Corp. from their most recent affordable housing project known as Redland Crossings. The attachments are for reference and provide the CRA Board with basic information and standards as required under the regulations of the Florida Housing Finance Corporation for affordable housing projects. ■ Documents and requirements for tenant file -Attachment I I I ■ Application -Attachment IV ■ Lease -Attachment V Lastly, the CRA Board and Centennial Management Corp. need to discuss the different options for providing each unit with washers and dryers at no monthly cost to the tenant. It is estimated that the washers and dryers cost approximately $1,100 per unit (123 units = $135,300). Centennial Management Corp rents the washers and dryers for a monthly fee of $50 per unit (123 units = $73,800 annually). FISCAL IMPACT: To be determined. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined based on Board discussion. ATTACHMENTS: Description D Attachment I -2017 HUD Rental Limits D Attachment II -2019 HUD Rental Limits D Attachment III -Sample Rental Requirements & Documents D Attachment IV -Sample Application D Attachment V -Sample Lease Agreement Ocean Breeze East - Boynton Beach No. 2017 Max. Estimated Bed- of Unit Size Median Gross HC Utility Max Net Annual rooms Baths Units {SF} Income% Rents Allowance HC Rents Revenue 1 1 3 691 33% . $445 $82 $363 $13,068 2 2 7 910 33% $534 $98 $436 $36,624 3 2 3 1,105 33% $617 $119 $498 $17,928 1 1 27 691 60°% $810 $82 $728 $235,872 2 2 56 910 60% $972 198 $874 $587,328 3 2 27 1,105 60% $1,122 $119 $1,003 $324,972 Totals 123 111,210 113,520 12,204 101,316 $1,215,792 t M Cl-> C.D �r C:� co m C14 M to 00 CM r.- R@ 'D "- co cocF c,5c,5' ko to cn r- cm 00 C, w C9 � (N Ca - P- Cl) 0 Kr w to r- = oCC)11, = IZ IZ Czar C-5, M GO cl) fid- CD CO Lo 4 —r- coC�- to m co co C:) r� 0 -cr LO to co r- r-. co m 'o O CG N tz E C14 r- r- CD U-) Ul> CL C-3 4 &A Ln to Zo t- co m CIA 0 I- co U') to Cn CL m C14 4m C) r- m I- Ul) SPLo m M, c"1. 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Ft 923 starting from $1,053 to $1435 3 Bedrooms Sq. Ft 1 ,130 starting from $1,158 to $1,599Leasing-4 Office 4 Bedrooms Sq. Ft 1 ,275 starting from $1,237 to $1,729 26450 SW 146 COURT Homestead, FL 33032 Income Restricted Phone 786.601 .2374 REQUIREMENTS FOR QUALIFICATIONS • 1-year employment with current employer • 1-year rental history - *not with family/friends* • Electric bill under your name • Credit score of 600 or above • Pet Free Community APPLICABLE)DOCUMENTS NEEDED WHEN APPLYING (IF • Application fee: $80.00 (MONEY ORDER ONLY) • ID and Social Security Cards (for all adults) / Birth Certificate and Social Security Cards (for all minors) • Marriage Certificate / Dissolution of Marriage if divorced / Death Certificate if widow. • Single parents must submit Court Ordered Child Support documentation and Family Case History print out. Documentation can be obtained at Downtown office: 601 NW l st Court, Room 1603, Miami, FL 33136 • Full-time students (High School/College) must submit transcript from school attended. College students must provide print out of any Scholarship/Grants/Loans or Financial Aid received. • Employment information for current employer (company name, address, phone and fax number) • Most recent paystubs 4-6 • Self-employment: Must bring a notarized statement from accountant, attorney, or bookkeeper stating gross anticipated annual income, a notarized statement from business owner stating gross anticipated annual income, AND (a)financial records from business demonstrating cash flow OR (b)the last two income tax returns. • Benefit Statement for any additional income from the respective organization (SSI/SSA, Retirement, Pensions, Cash Asistance, etc.) • Copy of Lease Agreement AND Utility Bill under applicant's name as proof of residency at current location. Centennial Management SQUAI HOUSING oPPoa."... APPLICATION FOR RESIDENCY FOR OFFICE USE ONLY Date of Application REFERRED BY (Each co-resident must submit separate application) APT NO APT TYPE TO BE FILLED OUT BY APPLICANT MONTHLY RENT SECURITY DEPOSIT CONCESSION AMT SET ASIDE o APPLICANT'S NAME DATE OF BIRTH /AGE a SOCIAL SECURITY NO DRIVER'S LICENSE NO STATE SPOUSE'S NAME DATE OF BIRTH /AGE z SOCIAL SECURITY NO DRIVER'S LICENSE NO STATE a MARITAL STATUS PHONE NUMBER z 0 OTHER OCCUPANTS: NAME DOB AGE RELATIONSHIP NAME DOB AGE RELATIONSHIP NAME DOB AGE RELATIONSHIP NAME DOB AGE RELATIONSHIP EMERGENCY CONTACT INFORMATION: 1) NAME RELATIONSHIP PHONE NUMBER 2) NAME RELATIONSHIP PHONE NUMBER 3) NAME RELATIONSHIP PHONE NUMBER 4) NAME RELATIONSHIP PHONE NUMBER z CURRENT ADDRESS Street Apt No City State Zip DATES FROM TO w PRESENT LANDLORD APT NAME PHONE ( ) MONTHLY PAYMENT PREVIOUS ADDRESS Street Apt No City State Zip w NAME OF PREVIOUS LANDLORD PHONE ( ) DO YOU OWN A HOME? Y N MORTGAGE CO/LOAN # PHONE NO ( ) HAVE YOU EVER BEEN EVICTED FROM ANY LEASED PREMISES? Y N HAVE YOU EVER COMMITTED ANY CRIMES? Y N DO YOU HAVE ANY PETS? Y N BREED: WEIGHT AGE HAVE YOU DISPOSED OF ANY TYPE OF REAL ESTATE IN THE PAST TWO YEARS? Y N IF YES FOR WHAT VALUE? $ 1 ARE YOU OR ANY OTHERS IN YOUR HOUSEHOLD FULL TIME STUDENTS? Y N ARE YOU OR ANY OTHERS IN YOUR HOUSEHOLD PART TIME STUDENTS? Y N DOES ANYONE IN THE HOUSEHOLD RECEIVE ANY TYPE OF SCHOLARSHIPS AND/OR GRANTS OR ANY OTHER SOURCE OF INCOME FOR SCHOOLING? Y N IF THE QUESTION ABOVE IS "YES PLEASE PROVIDE NAME OF SCHOLARSHIP/GRANT PROVIDER:. AND TOTAL FUNDING FOR TUITION, BOOKS, AND LIVING EXPENSES ANTICIPATED IN THE NEXT TWELVE MONTHS $ PRESENT EMPLOYER POSITION ADDRESS PHONE/FAX o Street City State Zip a SUPERVISOR EMPLOYED SINCE GROSS WEEKLY SALARY PREVIOUS EMPLOYER POSITION z ADDRESS PHONE/FAX Street City State Zip w SUPERVISOR EMPLOYED SINCE GROSS WEEKLY SALARY >- SPOUSE'S EMPLOYER POSITION ADDRESS PHONE/FAX w Street City State Zip SUPERVISOR EMPLOYED SINCE GROSS WEEKLY SALARY Do you or anyone in the household receive:Welfare,Social Security,S.S.I.,Pensions,Disability Compensation,Unemployment Compensation, Interest Income,Baby Sitting,Caretaking,Alimony,Child Support,Annuities,Dividends,Income from Rental Property,Armed Forces Reserve, AFDC,Contributions? Circle Y or N If yes, please list below. HOUSEHOLD MEMBER SOURCE OF OTHER INCOME $ ANNUAL AMOUNT O N V Z O $ O $ $ Checking Account(s) Bank Account# Bank Account# Savings Account(s) Bank Account# Bank Account# Savings Certificate(s),Certificate(s)of Deposit,Money Market(s): a Bank Account# Bank Account# Credit Union Shares: Credit Union Name Credit Union Address Stock/Bonds(Value)S Life Insurance Policies;Term Policy? Policy# Company Agent Phone# Any Cash Value? Amount 2 CREDIT Company Acct# Company Acct# Company Acct# Company Acct# Year&Make Color License No.&State Year&Make Color License No.&State Year&Make Color License No.&State CURRENT INFORMATION -- Applicant represents that all of the above statements are true and complete,and hereby,authorizes verifica- tion of the above information, references,credit and criminal records. In addition to the foregoing,applicant(s) has paid to Landlord a non refund- able fee for Landlord's costs and expenses in checking applicant's credit and criminal background.Applicant acknowledges that false information herein may constitute grounds for rejection of this application,termination or right of occupancy and/or forfeiture of deposits and may constitute a criminal offense under the laws of this State. APPLICATION PROCESSING CHARGE -- Applicant has submitted the sum of$_____which is a non-refundable fee for processing of the above application. Such sum is not a rental payment or security deposit. It is understood and agreed to between the parties that in the event this application for said apartment is accepted or rejected by management,that the said sum will be retained by Management to cover the costs of application processing as furnished by applicant. APARTMENT HOLDING AGREEMENT -- Applicant has deposited an"Apartment Deposit"in consideration for owners taking a dwelling unit off the market while considering approval of this application. Ifpapplicant is approved by owner and the lease is entered into,the apartment deposit shall be credited to the required security deposit. If applicant fails to enter the lease,the'Apartment Deposit"shall be forfeited to owner. Keys will be furnished only after lease and other rental documents have been properly executed by all parties,and only after applicable rent and security deposit have been paid. This application is preliminary only and does not obligate owner or owner's agent to execute a lease or deliver possession of the proposed premises. Deposit Holding Fee S_ ____ _ I understand that I may cancel this application within 72 hours after its'submission and receive full refund of this"deposit within 30 days of the cancellation. If I cancel after 72 hours or refuse to enter into a lease on the agreed upon date*for a stated apartment,then the sum deposited shall be retained by management to serve as liquidation damages it will suffer by reason of my failure to enter into residency. *Tentative move-in date based on construction date provided at date of application completion. I HAVE READ AND AGREE TO THE PROVISIONS AS STATED. (Must be signed) Applicant Signature Date Spouse Signature Date Leasing Agent Date 3 Gulitennial Manaqement LEASE AGREEMENT This Lease Agreement(hereinafter referred to as "Agreement") is made and entered into between hereinafter"Landlord" and: Resident Age) Resident Age) Resident (Age) Resident (Age) Resident (Age) Resident (Age) Hereinafter"Resident(s)". The word Resident as used herein shall each include the singular as well as the plural. Subject to the terms and conditions below, Landlord rents to Resident, and Resident rents from Landlord for residential purposes only, the premises known as: Address is: Issued: Keys: ; Gate Openers: ; Access Cards: ;Fire Extinguisher: ; Microwave: OFFER TO LEASE. Landlord acknowledges receipt of the sums set forth below. Apartment Rent ls� Month (Prorated if applicable) Monthly Rent........... $ Security Deposit......................... $ Washer& Dryer(optional)... $__________ Pet Fee(Per Pet Addendum)..... $ Alarm (optional)........ $__________ Credit Check Processing Fee........................... $ Cable (optional)........ $__________ Other(Describe): ....................... $ Pet Rent (optional)..... $__________ Internet/DSL (optional)..... $__________ TOTAL MOVE-IN FEES: $ TOTAL MONTHLY PAYMENT: $---------- Agreement ________Agreement to Rent or Lease Page 1 Tenant Initials ___________ Landlord and Resident mutually agree as follows: I . TERM. The term of the rental shall begin on and shall continue thereafter expiring on _________________subject to the payment of rent and performance of all the other terms and conditions contained in this Agreement: 2A. RENT. Resident shall pay the monthly rent of $ in advance and without demand on or before the FIRST DAY of each month without deduction or offset. Rent is payable in full at the Office only by personal check, cashier's check or money order. Any expenses incurred or any payments clue for any reason whatsoever pursuant to this Agreement or as an incident of this Landlord/Resident relationship, shall be deemed additional rent for all purposes herein and shall be due and payable with the next due rental or such other time as may be specifically designated in this Agreement or in writing by Landlord. If Resident fails to make payment of any of these additional rent payments when due, this shall constitute a failure to pay rent and Landlord shall have the same remedies provided for in this Agreement. It is agreed that at no time cash is accepted by Landlord for payment of rent. For purposes of this Lease Agreement it shall be irrefutably presumed that Resident has not paid rent unless Resident can produce a cancelled check or money order purporting to prove rent has been paid to Landlord. 2B. ESCALATION CLAUSE "You acknowledge that this community is operated pursuant to the Rules and Regulations of the federal Low Income Housing Tax Credit Program (the "Program"). The Program provides for a specific maximurn of monthly rent which may be charged for an apartment, which amount is subject to at least one annual adjustment based upon medium incomes as determined by HUD. Thus, upon the release by HUD of new median income for the county in which the property is located, the above listed rent may be raised to the allowable new median income for that unit as determined by HUD upon the provision of 30 days notice via first class mail to the resident at the premises noted above. The Resident then agrees that the base rent due and owing, listed as monthly rent on page one of the apartment lease agreement shall be modified to reflect such change to the base rental rate and is payable by the resident for the remainder of the current lease agreement." 3. LATE CHARGE/RETURNED CHECKS. If Resident fails to pay the rent in full by the end of the fifth (Sth) day of the month, Resident shall pay as additional rent a late charge of $75.00. Checks, which do not include the late fee as required, will not be accepted. If Landlord elects to accept rent after the fifth day after it is due, payment in the form other than by personal check may be required. By this provision, Landlord does not waive the right to insist on payment of the rent in full on the day it is due. In the event Resident's checks are dishonored by the bank, Resident shall pay a returned check charge of $50.00 as additional rent. If the returned check causes the rent to be late, the late charge shall also be paid. In the event one check is dishonored, Resident agrees to pay all future rent and other charges by cashier's check, certified check, or money order. Landlord shall not accept personal checks thereafter. "It is agreed that at no time shall cash be accepted by Landlord for payment of rent. Returned checks shall not be re-deposited. All such charges set forth in this paragraph shall be deemed additional rent for purposes of this lease agreement and Landlord shall be required to give Resident statutory three day notice and not a seven day notice for payment of same. It is agreed and understood that Landlord is under no obligation to accept payment of rent and/or additional rent as defined hereinabove after expiration of the statutory three-day notice period for nonpayment of rent." 4. SECURITY DEPOSIT. The Security Deposit will be returned to Resident after the end of the Agreement term if: (a) all obligations of Resident have been performed, (b) the premises are not damaged and are left in its original condition, normal wear and tear excepted; (c) the full term of the Agreement has expired; (d) a written notice of intent to vacate must be given by the first of the calendar month prior to vacating; (e) if the entire apartment, including the range, refrigerator, bathroom, closets and cupboards are clean and the refrigerator defrosted; (f) there are no unpaid legal charges, delinquent rent, or late fees; (f) all keys have been returned; (g) all debris, rubbish, and discard has been placed in proper rubbish containers; (g) a forwarding address has been left with Landlord; and (h) the move-in form must be completed when you move in and signed by the Resident Property Manager and the Resident. Agreernent to Rent or Lease Page 2 Tenant Initials This form must be completed and signed when you move out. Retention of said deposit shall not prevent Landlord from recovering additional damages. Resident agrees not to apply the deposit to any rent payment. Said monies are being deposited in a non-interest-bearing account at ------------------ Bank, located in -----------, Florida. "It is hereby expressly understood that no part of the security deposit is to be construed as a payment of rent by Resident" "RESIDENT MUST PROVIDE TO MANAGER WRITTEN NOTICE OF RESIDENT'S INTENTION TO VACATE THE PREMISES THIRTY DAYS PRIOR TO THE DATE OF EXPIRATION OF THE TERM OF THE LEASE. Failure to provide a full thirty-days notice of intent to vacate shall result in the Resident being charged for the balance of the notice period an amount based on the daily pro-rata rental amount, such amount not to exceed one month's rent. Such charge shall be considered liquidated damages under this lease agreement." Resident hereby acknowledges that Resident has been made aware of and has received the following described copy of Florida Statutes section 83.49(3). Said Florida Statute reads as follows: (a) "Upon the vacating of the premises for termination of the lease, if the landlord does not intend to impose a claim on the security deposit, the landlord shall have fifteen (15) days to return the security deposit together with interest if otherwise required, or the landlord shall have 30 days to give the Resident written notice by certified mail to the Resident's last known mailing address of his intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: This is a notice of my intention to impose a claim for damages in the amount of upon your security deposit, due to. It is sent to you as required by 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or I will be authorized to deduct my claim from your security deposit. Your objection must be sent to (Landlord's address). If the Landlord fails to give the required notice within the 30-day period, he forfeits his right to impose a claim upon the security deposit. (b) Unless the Resident objects to the imposition of the Landlord's claim or the amount thereof within 15 days after receipt of the Landlord's notice of intention to impose a claim, the Landlord may then deduct the amount of his claim and shall remit the balance of the deposit to the Resident within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate his right to the security deposit, the prevailing party is entitled to receive his court costs plus a reasonable fee for his attorney. The court shall advance the cause on the calendar". 5. EARLY TERMINATION. A) In the event Resident desires to terminate the Lease before the natural expiration date of the Lease, Resident may cancel this Lease contract and receive full refund of the security deposit provided that all of the conditions below are fully satisfied to Landlord's personal satisfaction. Failure to fulfill all of the conditions to the Landlord's satisfaction will be considered a breach of this agreement. 1 . Written notice of termination must be received by Landlord not later than thirty (30) days prior to the proposed termination date. Rent must be paid through the termination date. Termination date must be the end of the month. No mid-month termination dates will be accepted. 2. Resident will be responsible for paying rent to the Landlord until the premises are relet. Resident will be responsible for any difference in rent charged to new resident and for paying any concession offered to the new resident. 3. Resident must repay any concession received up through the termination date. 4. Upon vacating the apartment the apartment must be left in its original condition, with normal wear and tear excepted. B)In the event Resident is a member of the United Statutes Armed Forces and chooses to terminate the lease in accordance with the Florida Statute 83.682, Resident must provide no less than 30 days written notice of Resident's intent to terminate the lease. Furthermore, such notice must be accompanied by a copy of the Resident's military transfer orders or a letter from Resident's superior officer. Full compliance with the notice requirements of Florida Statute 83.682 is required. Agreement to Rent or Lease Page 3 Tenant Initials ----------- 6. USE/OCCUPANCY, The Apartment shall be used for residential purposes only and shall be occupied only by the person(s) named on this lease. All authorized occupants will be designated as Residents, and shall be subject to all the provisions and covenants contained in this Agreement. Guests may not stay more than 14 consecutive days in any six-month period without prior written consent of Landlord, If Resident's guests (s) remain beyond the 14 day period, said guests shall be considered an additional occupant & said guest's continued presence shall be deemed a material default under this agreement. in this event, resident shall be subject to a removal of resident proceeding upon 7 days & prior written notice from landlord. Any commercial or business activity conducted in the leased premises is strictly prohibited. "Resident agrees to abide by all municipal and state laws and ordinances so as not to create a nuisance and not to conduct or initiate activities, which would increase the rate of insurance on the premises. Resident shall be responsible for the conduct of Resident, any and all occupants of the Apartment, as well as Resident's agents, invitees and guests. In its sole discretion, the Landlord may request any guest or invitee of the Resident to leave the Apartment Community if the Landlord believes, in its sole opinion, that the guest or invitee is creating a nuisance." 7. POSSESSION OF PREMISES. If, due to circumstances beyond the Landlord's control, in Landlord's sole opinion, the premises shall not be ready for occupancy at the beginning of the term, this Agreement shall nevertheless remain in effect and the rent shall be abated proportionately until such time as Landlord decides the premises are so ready; provided that, if the premises shall not be ready for occupancy 4S days after the beginning of the term, Resident shall have the right to cancel this Agreement by written notice delivered to Landlord at any time after the expiration of said 45 days but not after the premises are ready for occupancy. Resident's remedy shall be limited to such right of cancellation and on such cancellation; neither party shall have any further right against the other. 8. CONDITION OF THE APARTMENT UPON MOVE-IN. The resident agrees that prior to Resident taking possession of the subject demised premises, Resident shall make an initial walk through of the Apartment with an agent of Landlord and at such time the Resident and the Landlord shall so note on a move-in report any and all problems or deficiencies in the Apartment that the Landlord shall be reasonably required to repair. The Resident agrees that other than those items set forth on the move report, the Resident shall accept the Apartment as is. Reasonable repairs for purposes of this paragraph shall be those repairs that are required in order to render the Apartment habitable. The Landlord shall make all such repairs with reasonable promptness after said move-in report is executed. 9. UTILITIES. Resident shall pay for all utility services and charges. Prior to commencement date of this Agreement, Resident shall take any and all action necessary to transfer utilities and services for which Resident is responsible for payment into Resident's name. Landlord may discontinue service of all utilities to be furnished by the Resident as of the date of Resident's move in. Landlord shall not be held responsible for the failure of Resident to obtain utility services and such a failure shall not excuse Resident from performing any of the covenants contained in this Agreement. Failure to comply with the requirements of this paragraph shall constitute a material breach of this Agreement. "Landlord may modify the method by which utilities are furnished to the premises and/or billed to Resident during the term of this Lease, including, but not limited to, sub metering of the premises for certain utility services or billing Resident for utilities previously included within the rent. In the event Landlord chooses to so modify utility service to the premises, Landlord shall give Resident not less than thirty (30) days prior written notice of such modification. Nothing contained herein shall be deemed a waiver of any rights of Resident arising under law based upon the wrongful failure of Landlord to furnish utility services as required herein." 10. WATER FILLED FURNITURE. Water filled furniture shall not be kept on or about the premises, without prior written consent of the Landlord, and then only on such terms and conditions as Landlord may prescribe, including but not limited to, an additional deposit and evidence of insurance which names the Landlord as loss payee and is acceptable to the Landlord. Agreement to Rent or Lease Page 4 Tenant Initials ___________ I 1 . PEPS. Resident shall not keep any animals, bird or pet of any kind in the Apartment, or on or about the community grounds without prior written consent of Landlord, and without paying Landlord a pet deposit and non-refundable pet fee to be determined by Landlord. This pet deposit shall be treated as an additional security deposit and shall be governed by the security deposit provisions of this Agreement hereinabove. "Visiting pets are not permitted under any circumstances. This pet deposit shall be treated as an additional security deposit and shall be governed by the security deposit provisions of this Agreement Hereinabove. Landlord shall have the right to limit the size and weight of any pets permitted at the property. Furthermore, the Landlord shall have the right to limit the breed or species of pets permitted at the property without notice to the Resident." 12. PEACEFUL ENJOYMENT/USE. All Residents shall be entitled to peaceful enjoyment of the premises. Resident shall not use the premises in such a way as to violate any law or ordinance, commit waste or nuisance, to commit or permit any act or practice injurious to the building or other real property, or annoy, disturb, inconvenience, or interfere with the peaceful enjoyment of any other Resident or nearby residents, including, but not limited to loud or late night behavior. Resident shall ensure that their guests also comply with this provision. Resident agrees that the above restrictions and covenants have been made to ensure the maintenance of the highest quality community environment and to preserve the appearance, function and ambiance of the property and to ensure the peaceful enjoyment of the premises for other Residents. Violations constitute a material breach of the Agreement and Landlord may take legal action to terminate this Agreement and remove Residents. Resident agrees to fully comply with all rules and regulations now and hereafter promulgated by Landlord including, but not limited to the printed rules and regulations, if any, attached hereto and incorporated herein by reference. "Resident shall not interfere with management in the performance of their duties, nor shall Resident make any threats to any management personnel. Violation of this provision shall be considered a material breach of the lease entitling Landlord to terminate the Resident's right of occupancy immediately." 13. JOINT AND SEVERAL LIABILITIES (Co-Residents). If more than one Resident enters into this Agreement, the obligations are joint and several; each such Resident is individually, as well as jointly, liable for full performance of all agreed terms and payment of all sums required hereunder. No breach or abandonment by any one or more of the Residents shall terminate the Agreement, nor shall it relieve the remaining Resident(s) from fulfilling the terms of this Agreement. Should one or more of the Residents terminate their residency apart and separately from other Residents, the remaining Resident shall have the right to have another person substituted in their stead only with written consent from Landlord. Changes in Residents during the rental term must be approved, in writing, in advance by Landlord. 14. DESTRUCTION. In the event of damage to the premises by fire, water or other hazard, Resident shall immediately notify Landlord. If in Landlord's sole opinion, the damages are such that occupancy can be continued, Landlord shall make repairs as needed with reasonable promptness and rent shall not abate during the period of such repairs. If, in Landlord's sole opinion, the premises are so damaged as to be temporarily unfit for occupancy, and Landlord elects to make repairs, the rent provided in this Agreement shall abate during the period of time when the premises are not fit for occupancy, and Resident shall absent himself from the premises, but in all other respects, the terms and provisions hereof shall continue in full force and effect. In the event that the premises are so damaged or destroyed so that, in the sole opinion of Landlord, they are incapable of being satisfactorily repaired or in the Landlord's sole opinion, they should not be repaired, then this Agreement shall terminate upon Landlord giving the Resident seven (7) days written notice of termination, and Resident shall be liable for rental payments only through the date of such damage or destruction, or at the sole option of Landlord, Resident shall accept a comparable apartment unit for the remaining term of the Agreement and Resident shall move to same at Resident's sole expense upon seven (7) days' notice. Resident hereby releases to Landlord all rights to any compensation paid by a governmental authority. Agreement to Rent or Lease Page 5 Tenant Initials I 5. SUBORDINATION. Resident's rights under this Agreement shall at all times be junior and Subordinate to any mortgage, deed to secure debt or other instrument which is now or is later placed on the premises of which the Apartment is part to secure a debt; and if requested, Resident shall execute promptly any certificate that Landlord may request to specifically implement the subordination provided for in this paragraph. 16. RADON GAS. We are required by Florida Statute 404.056(8) to give the following notification to You: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time.. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." 17. ATTORNEY'S FEES. If Landlord employs an attorney for the collection of any amount due or for the enforcement or defense of all or any portion of this Agreement, or if Landlord institutes an action in Court to adjudicate his rights to the security deposit or to enforce the provisions of this Agreement or Florida Statutes Chapter 83, Part 11, the prevailing party shall be entitled to recover Court costs and reasonable attorney's fees from the non-prevailing party. 18. NOTICES. All notices by Landlord to Resident shall be in writing and delivered personally, mailed by registered or certified mail, or attached to a door to the premises. All notices from Resident to Landlord shall be in writing and mailed by registered or certified mail to Landlord's address herein. 19. RULES AND REGULATIONS. Resident acknowledges that he has received and read a copy of the Apartment Rules and Regulations, which they are incorporated into this Agreement by reference, and that Resident understands same. Any failure to comply with any of these Rules and Regulations shall be considered a material breach of this Agreement, entitling the Landlord to terminate same in accordance with Florida law. Such Rules and Regulations may be amended from time to time upon giving notice to Resident, by delivering written notice of such changes to Resident or by posting such written notice at the Management Office. 20. SMOKE DETECTION DEVICE. The premises are equipped with a smoke detection device(s), and: (a) the Resident acknowledges the smoke detector(s) was tested and its operation explained by Landlord in the presence of the Resident at time of initial occupancy and the detector(s) in the unit was working properly at the time, (b) each Resident shall test the smoke detector at least once a week to determine if the smoke detector(s) is (are) operating properly, and immediately inform the Landlord in writing of any malfunction. 21 . RENEWALS/HOLDING OVER. Resident or Landlord may terminate this lease at the end of the initial Lease Term by giving the other party written notice of termination no later than thirty (30) days prior to the end of the initial lease term. If Resident fails to give notice as required and vacates the premises at the end of the lease term, Resident will be charged for the balance of the notice period in an amount based on the daily pro-rata rental amount; such amount not to exceed one month's rent. Such charge shall be considered liquidated damages under this lease agreement. The Resident may, at the option of the Landlord, continue residency at the end of the expiration of the Agreement by an extension of this Agreement for an additional fixed term provided such extension is agreed to in writing executed by both parties in advance of the Agreement expiration date, fulfilling all compliance requirements. Failure of the Resident to vacate the premises as agreed may result in legal proceedings to regain possession of the premises. In addition, Resident will be liable for double rent being charged for each day of continued occupancy." Agreement to Rent or Lease Page 6 Tenant Initials ----------- 22. CARE AND MAINTENANCE. Resident agrees to keep the premises clean, in good order and repair, and free of trash and unsightly material and to immediately notify Landlord, in writing, of any defects or dangerous conditions in or about the premises, particularly any water penetration. Resident shall reimburse Landlord for the cost to repair damage by Resident through misuse or neglect including plumbing stoppages. Such reimbursement shall be due immediately as additional rent upon demand by Landlord. Except as provided by law, no repairs, decorating or alterations shall be done by the Resident without the Landlord's prior written consent. "Resident agrees to make maintenance checks at proper intervals on smoke alarms located in the Apartment and to report any and all defects in writing to Landlord immediately. In the event hot water, heating, air conditioning, plumbing or other equipment shall need repair, and Resident does not notify Landlord in writing of the needed repair or for any reason that is beyond the control of Landlord any such utilities require reduction or cut off, the Landlord shall not be liable for any damage arising out of Landlord's failure to furnish such services." 23. RIGHT OF ENTRY. Landlord or Landlord's agents shall have the right to enter the premises for purposes of performing inspections with respect to any of the terms and conditions contained in this Agreement; to make necessary or agreed repairs, alterations or improvements; supplying agreed services; to exhibit the property to prospective Resident's; when the Resident has abandoned or surrendered the premises; and pursuant to court order. Except in case of emergency, Landlord shall give Resident reasonable notice of intent to enter. Resident may be present, however, such entry shall not be conditioned upon such a presence and Resident agrees to indemnify and hold Landlord free and harmless for such entry. 24. VEHICLES AND PARKING. "If the Landlord has provided unassigned parking spaces for which no charge is made, the unassigned parking spaces may be used only by resident and guests on a first- come basis. Resident, Resident's family, agents, employees, guests and invitees must observe all parking regulations as posted or indicated by Landlord and/or local authorities. Parking of vehicles in other than designated parking areas is prohibited. No boats, trailers, large trucks (defined as having more than (4) wheels) buses, limousines or commercial vehicles will be permitted on the parking lots, driveways or garages without the prior written permission of Landlord. Motorcycles, motor scooters and bicycles must be parked in areas designated for parking these devices. All motor vehicles brought onto the premises must be insured for public liability and property damage. Parking or driving on grass or the placement of any type vehicle, motorcycle or motor scooter inside the apartment is strictly prohibited. Resident will not affix any type of vehicle, motorcycle, motor scooter or bicycle to light or signposts or stairwells any place on the property. The repair, washing or testing of motor vehicles or their engines anywhere on the premises is strictly prohibited unless Landlord designates a specific location or area for such activities. Resident agrees to remove his/her vehicles from the parking areas or garage promptly upon the expiration or termination of this lease. The parking areas are for use only by properly registered, functioning and authorized motor vehicles. To the extent Resident's vehicle is not properly registered or licensed, or generally appears to be in an inoperable condition (including, but not limited to, vehicles with flat or missing tires), Landlord will provide written notice to Resident of such violations. To the extent the violations are not corrected within 7 days of receipt of written notice, Resident shall appoint Landlord as their agent to have the vehicle towed from the property. However, non-compliance with all other rules and regulations respecting parking shall entitle Landlord to have the vehicle towed immediately, without notice, at owner's risk and expense. In addition, if the vehicle is parked in a manner which is dangerous, unlawful or which otherwise constitutes a nuisance or inconvenience, Landlord may tow said vehicle immediately, without notice, at owner's risk and expense. Resident hereby irrevocably appoints Landlord as his/her attorney-in-fact to remove any vehicle parked in violation of this lease and to store the vehicle at the cost and expense of Resident, in such place or places as Landlord, in its sole discretion, may deem proper, or to dispose of the vehicle in the manner provided by applicable law. If Landlord uses the services of a private tow operator to relocate Resident's vehicle on the apartment community, Resident agrees to pay the fee associated with such relocation within 7 clays of the presentation of a bill. Failure of the Resident to pay such bill to the Landlord shall constitute a material breach of the lease agreement. To the extent a private towing company is requested to ensure compliance with this Lease or the rules and regulations, Resident acknowledges that the towing company is an independent contractor engaged in a non-hazardous occupation, and, therefore, Landlord has no liability resulting from the acts or omissions of the towing company. Agreement to Rent or Lease Page 7 Tenant Initials ----------- Resident agrees to indemnify and hold harmless from claims and all costs and expenses incurred, including, but not limited to, attorney's fees and costs resulting from the towing of motor vehicles belonging to Resident, members of Resident's family, or Resident's agents, employees, guests or invitees, where such motor vehicles are parked in violation of this Lease.. Landlord reserves the right to make rules for the use of all parking spaces; to place limitations upon use of parking spaces at any time after the beginning of the term of this lease; to institute a reasonable charge for such use at any time after the beginning of the term; and to make changes in the rules and charges from time to time. Resident understands that if Landlord provides garage accommodations or assigns reserved parking spaces, such garage accommodations or reserved parking spaces are optional facilities and may not be included in the apartment rent. Garage accommodations or reserved parking spaces may not be furnished to Resident unless a separate written agreement is made between Landlord and Resident. NO representation is made that sufficient garage or parking space is available for all Residents, or that the present number of parking spaces will always be available. Landlord may modify the method by which parking is furnished at the apartment community or billed to the Resident during the term of this Lease. Landlord may choose also to incorporate assigned parking areas or eliminate any areas currently assigned. In the event Landlord chooses to so modify parking on the apartment community, Landlord shall give Resident not less than thirty (30) days prior written notice of such modification." 25. LIABILITY/DAMAGE RESPONSIBILITY. Resident agrees to hold Landlord harmless from all claims of loss or damage to property and on injury or death to persons caused by the intentional acts or negligence of the Resident, his guest or invitees, or occurring on the premises rented for Resident's exclusive use. Landlord shall not be liable for personal injury or damage or loss of Resident's personal property from theft, vandalism, fire, or any other causes whatsoever. Resident expressly absolves Landlord from any and all liability for any loss or damage to Resident's property or effects arising out of water leakage, or breaking pipes, or theft, or other causes. This includes damage to Resident's or guest's vehicles while parked on the property. In the event the premises are damaged by fire or other casualty covered by insurance, Landlord shall have the option either to (1) repair such damage, this Agreement continuing in full force and effect, or (2) give notice to Resident terminating this Agreement. Landlord shall not be required to repair or replace any property brought onto the premises by Resident. Resident agrees to accept financial responsibility for any damage to the premises from fire, water or casualty caused by Resident's negligence. Residents are encouraged to carry a standard renter's policy or as an alternative, warrant that they will be financially responsible for losses not covered by Landlord's fire and extended coverage insurance policy. In no event shall Resident be entitled to any compensation or damage due to any extra expense, annoyance, or inconvenience for loss of use due to a casualty, which occurs on the premises. Residents shall reimburse the Landlord for any and all damage caused to any of the Landlord's property, including landscaping by the Residents, any members of the Resident's family, and all those on the premises with the Resident's consent. 26. RESIDENT INFORMATION. If Resident has supplied information to Landlord by means of a Rental Application or similar instrument, Resident covenants that all such information was given voluntarily and knowingly by Resident, and if such information proves to be false or misleading, Landlord shall have the right to terminate this Agreement, in which event Resident shall immediately surrender the premises. Resident hereby certifies the accuracy of the statements made in the Resident Income Certification (the Certificate) previously executed, and further agrees that the family income, family composition and all other eligibility requirements set forth in the Certificate shall be deemed substantial and material obligations of his or her tenancy; that Resident will comply promptly with all requests for information with respect thereto from Landlord, any applicable regulatory agency or governmental entity, or any Mortgagee; that the Resident's failure to provide adequate information in the Certificate or Resident's refusal to comply with the request for information with respect thereto shall be deemed a default by Resident, which shall entitle Landlord to pursue all rights and remedies set forth in this Agreement or as otherwise permitted by law. Resident further agrees that this Agreement shall, at Landlord's option, become null and void if it subsequently becomes known to Landlord that continuation of Resident's occupancy fails to comply, or causes the Apartment Complex to fail to comply, with Section 42 of the Internal Revenue Code of 1986, as amended. Agreement to Rent or Lease Page 8 Tenant Initials ____________ 27. ROOMMATES. Vacating roommates shall visit the Management Office and sign a security deposit relinquish addendum to have the vacating roommate's name removed from the Agreement and to release the security deposit to the continuing roommate(s). A new roommates) shall complete an Application for Rental and is subject to normal qualifying procedures. When approval is given, a replacement Agreement will be prepared to include the new roommate(s). Refund of the security deposit shall be made in the joint name of the remaining roommate(s) and new roommate. 28. MOLD AND MILDEW. RESIDENT acknowledges that the apartment unit is located in Florida, which has climate conducive to the growth of mold and mildew, and that it is necessary to provide proper ventilation and humidification of the apartment to retard to prevent the growth of mold and mildew. RESIDENT agrees to be responsible for properly ventilating and dehumidifying the apartment and the contents to retard and prevent mold and mildew and that the MANAGEMENT shall not be responsible for damage to the apartment or the personal property of the RESIDENT for damages caused by mold and mildew. 29. CRIME-FREE & DRUG HOUSING CLAUSE. a. The Resident, any member of the Resident's household, or guest or other person under the Resident's control, shall not engage in or facilitate criminal activity on or near the property, including, but not limited to, violent activity or drug-related criminal activity. b. The Resident or any member of the Resident's household shall not permit the dwelling unit to be used for, or facilitate, criminal activity, including but not limited to, violent criminal activity or drug related criminal activity. c. "Violent criminal activity" means any felonious criminal activity that has one of its elements the use, attempted use or threatened use of physical force against the person or property of another. d. "Drug related criminal activity" means the illegal manufacture, sales, distribution, or use, or possession with intent to manufacture, sell, distribute or use, of a controlled substance (as defined in Section 102 of the Controlled Substances Act). e. Resident, any member of the Resident's household, a guest or other person affiliated in any way with the resident, shall not engage in any illegal activity including prostitution, criminal street gang activity, threats or intimidation, assault including, but not limited to the unlawful possession of discharge of Firearms or illegal weapons on or near the premises, or any other violation of the criminal statues of the State of Florida or any breach of the lease agreement that otherwise jeopardizes the health, safety and welfare of the landlord, their agent, other Resident, or guest or that which involves imminent or actual serious property damage. f. Resident represents that neither Resident nor any occupant of the Apartment has ever been convicted of any felony or misdemeanor involving sexual misconduct or controlled substance, and that to the best of Resident's knowledge, neither Resident nor any occupant of the apartment is the subject of a criminal investigation or arrest warrant. Resident hereby further represents that neither Resident nor any occupant of Residents apartment has any criminal charges of a sexual nature pending adjudication at this time. Resident agrees that Landlord may terminate this lease if it ever comes to the attention of the Landlord that Resident has been convicted of any sexual criminal activity or placed on probation with adjudication withheld at any time prior to becoming a Resident or during Resident's tenancy at the apartment community. Resident authorizes Landlord to perform a criminal background investigation of the Resident or any occupant has engaged in or is engaging in criminal activity in the apartment or at the apartment community. g. One or more violations of this clause constitute a substantial violation of the lease and a material noncompliance with the lease for which the Resident shall not be given the opportunity to cure. Any such violation is grounds for termination of tenancy and eviction from the unit. h. Proof of violation shall be by a preponderance of evidence, unless otherwise provided by law. In case of any conflict between the provisions of this clause and any other provisions of this lease, the provisions of this clause shall govern. Agreement to Rent or Lease Page 9 Tenant Initials ----------- 30. NO SECURITY SERVICES, The Landlord shall not provide nor does the Landlord have any duty to provide for Resident, security services for the protection of the Resident or the Resident's property. The Resident hereby acknowledges that he understands the foregoing, and the Resident shall look solely to the law enforcement agencies of the county or municipality in which Apartment is located for his protection. It is agreed and understood that the Landlord shall not be liable to Resident for any damages, injuries or wrongs sustained by others, or property of same from criminal or wrongful acts of Landlord, its representative(s), agent(s), employee(s), or any other person(s) or entity(ies) that may cause harm to Resident resulting from tortuous, criminal or wrongful act by same.. In the event that the Landlord elects to hire a security service to patrol and/or monitor the Apartment Community and common areas, it is understood and agreed that said services are provided exclusively for the protection of the Landlord's property and in no way whatsoever shall it be intended or constructed as a waiver by the Landlord of the foregoing, nor in any way whatsoever shall it be constructed as creating a duty of the Landlord to protect the Resident. 31. "BY SIGNING THIS RENTAL AGREEMENT THE RESIDENT AGREES THAT UPON SURRENDER OR ABANDONMENT, AS DEFINED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE RESIDENT'S PERSONAL PROPERTY." 32. ENTIRE AGREEMENT. "This Agreement, the rental application and any attached addenda constitute the entire agreement between the parties and no oral statements shall be binding. The Resident hereby acknowledges and agrees that at no time during the course of discussions and/or negotiation leading up to and including the time of execution of this lease did any representative, agent, or employee or the Landlord make any representations, engage in any discussions of the lease, or otherwise communicate with the Resident, anything that in any way whatsoever contradicts any written term or condition of this lease agreement, n'or did the Landlord, any representative, agent or employee of the Landlord make any statements or communications or representations of any nature whatsoever that supplement or in any way whatsoever amend or add any terms or provisions to this lease as written. This Agreement comprises all terms, conditions and agreements of the parties with respect to the subject matter hereof, superseding all prior arrangements or agreements, and except as provided in the rules and regulations in paragraph 21 hereinabove may not be altered or amended except in writing and signed by authorized representatives of each Party hereto. This Agreement shall not be construed more strongly against any party hereto regardless of who was more responsible for its preparation. This Agreement shall be construed by and enforced with, and the validity and performance hereof shall be governed by, the laws of the State of Florida" 33. GENERAL. The breach of any of the covenants or terms of this Agreement shall be deemed to be a material and total breach of this entire Agreement and shall give rise to all rights of termination. This Agreement shall be binding upon and shall inure to the benefit of the heirs, administrators, successors, and assigns of all the parties hereto. This Agreement was executed on Resident Landlord Resident By: As Agent for Landlord Resident Resident Agreement to Rent or Lease Page 10 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.G. SUBJECT: Consideration of an I nterlocal Agreement with the City of Boynton Beach for funding of the MLK Jr. Corridor Redevelopment Project with Centennial Management Corporation SUMMARY: As a result of the issuance of a Request for Proposals (RFP) and Developer Qualifications (RFQ), the CRA Board selected Centennial Management Corporation as the developer at their January 8, 2019 Board meeting for the mixed-use redevelopment on the CRA owned properties located within the E. Martin Luther King Jr. Boulevard Corridor. Under the terms of the Purchase and Development Agreement, Centennial Management Corporation is required to submit an application to the Florida Housing Finance Corporation's (FHFC) 9% Low Income Housing Tax Credit (LIHTC) Program in an attempt to secure funding for the proposed project. As part of the application submission, the program requires various forms to be completed by the developer verifying the eligibility of the site such as roads and utilities. If an application includes a Local Government Match Form, the application carries with it additional points when entering the review. This form identifies the commitment by the local government entity to provide match funding for the project under the Local Government Match Contribution category (see Attachment 1). Because the application requires a "municipal or county" governmental entity to commit the funding and not an "agency", the I nterlocal Agreement (ILA) will be responsible for reimbursing the City of Boynton Beach for funding released if the application is successful and the project receives an award of funding (see Attachment 11). The funding specified within the I LA and under the Local Government Match Contribution will only be expended if Centennial Management Corporation is successful at obtaining 9% LI HTC Program Funding. If approved by the CRA Board, the I LA would be presented to the City Commission for approval at their September 17, 2019 meeting. FISCAL IMPACT: Fiscal Year 2019-2020 Budget, Project Fund Account 01-58200-406: not to exceed $625,750. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Heart of Boynton District (pages 105- 118) CRA BOARD OPTIONS: 1. Approve and execute the Interlocal Agreement with the City of Boynton Beach to provide the funding for the Local Government Match Contribution in the amount not to exceed $625,750 as requested under the 9% Low Income Housing Tax Credit Program application for the E. MLK Jr. Corridor Redevelopment Project with Centennial Management Corporation. 2. Do not approve or execute the Interlocal Agreement with the City of Boynton Beach to provide the funding for the Local Government Match Contribution in the amount not to exceed $625,750 as requested under the 9% Low Income Housing Tax Credit Program application for the E. MLK Jr. Corridor Redevelopment Project with Centennial Management Corporation. ATTACHMENTS: Description D Attachment I -9% Low Income Housing Tax Credit Program Form D Attachment II - Interlocal Agreement- Local Government Match FLORIDA HOUSING FINANCE CORPORATION LOCAL GOVERNMENT VERIFICATION OF CONTRIBUTION—GRANT FORM Name of Development: Wells Landing Development Location: E Martin Luther King Blvd,east of intersection of N Seacrest Blvd, Boynton Beach (At a minimum,provide the address number,street name and city,and/or provide the street name closest designated intersection and either the city(if located within a city)or county(if located in the unincorporated area of the county). If the Development consists of Scattered Sites,the Development Location stated above must reflect the Scattered Site where the Development Location Point is located.) The City/County of City of Boynton Beach commits S 625,750.00 as a grant to the Applicant for its use solely for assisting the proposed Development referenced above. The City/County does not expect to be repaid or reimbursed by the Applicant,or any other entity,provided the funds are expended solely for the Development referenced above. No consideration or promise of consideration has been given with respect to the grant. For purposes of the foregoing,the promise of providing affordable housing does not constitute consideration. The commitment for this grant must be effective as of the Application Deadline for the applicable RFA,and is provided specifically with respect to the proposed Development. The source of the grant is: City of Boynton Beach Funds (e.g.,SHIP,HOME,CDBG) CERTIFICATION I certify that the foregoing information is true and correct and that this commitment is effective at least through the date required in the applicable RFA. Steven B.Grant �., ,,... Signature Print or Type Name Mayor, City of Boynton Beach Print or Type Title NOTE TO LOCAL GOVERNMENT OFFICIAL:Additional information is set forth in the applicable Request for Application under which the Applicant is applying for funding for the above referenced Development. This certification must be signed by the chief appointed official(staff)responsible for such approvals,Mayor,City Manager, County Manager/Administrator/Coordinator,Chairperson of the City Council/Commission or Chairperson of the Board of County Commissioners. If the contribution is from a Land Authority organized pursuant to Chapter 380.0663,Florida Statutes, this certification must be signed by the Chair of the Land Authority. One of the authorized persons named above may sign this form for certification of state,federal or Local Government funds initially obtained by or derived from a Local Government that is directly administered by an intermediary such as a housing finance authority,a community reinvestment corporation,or a state- certified Community Housing Development Organization(CHDO).Other signatories are not acceptable. The Applicant will not receive credit for this contribution if the certification is improperly signed. To be considered for points,the amount of the contribution stated on this form must be a precise dollar amount and cannot include words such as estimated,up to,maximum of, not to exceed,etc. If the Application is not eligible for automatic points,this contribution will not be considered if the certification contains corrections or`white-out'or if the certification is altered or retyped. The certification may be photocopied. Please note: This form may be modified by Florida Housing Finance Corporation per Section 67-60.005,F.A.C. (Form Rev.07-2019) INTERLOCAL AGREEMENT BETWEEN CITY OF BOYNTON BEACH AND BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY TO PROVIDE FOR THE PAYMENT OF THE LOCAL GOVERNMENT CONTRIBUTION UNDER THE FLORIDA HOUSING FINANCE CORPORATION STATE APARTMENT LOAN PROGRAM FOR THE PROJECT KNOWN AS THE E. MARTIN LUTHER KING JR. COORIDOR REDEVELOPMENT PROJECT SITE TO BE DEVELOPED BY WELLS LANDING,LLC,PURSUANT TO CHAPTER 420,PART V, SECTIONS 420.5093 - 420.5099, FLORIDA STATUTES, PROVIDING AN EFFECTIVE DATE. THIS AGREEMENT, made and entered into on the day of 2019 by and between: CITY OF BOYNTON BEACH, FLORIDA a Florida municipal corporation 100 E. Boynton Beach Boulevard Boynton Beach, Florida 33425 (hereinafter referred to as "CITY") AND BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a Public Agency of the State of Florida 710 N. Federal Highway Boynton Beach, Florida 33435 (hereinafter referred to as "CRA") WITNESSETH: WHEREAS, CITY and CRA ("Parties") desire to encourage the creation and development of Affordable and Workforce Housing within the City and the CRA; and WHEREAS,the CRA has determined that the provision of Affordable and Workforce Housing within the CRA furthers the CRA's purpose of eliminating slum and blight; and WHEREAS, the CRA has approved providing a financial incentive in the form of a local government match grant contribution("Grant") in the amount not to exceed six hundred twenty five thousand seven hundred fifty and 00/100 dollars ($625,750)to assist the developer, Wells Landing LLC("Grantee"),in the development of certain properties located on E. Martin Luther King Jr. Boulevard("Project Site")in Boynton Beach,Florida,as described in Exhibit"A"attached hereto, and WHEREAS, the Parties desire to enter into an Interlocal Agreement ("Agreement") for the City of Boynton Beach to pay the Grant, on behalf of the CRA, to the "Grantee,"under the condition that the Grantee obtains an award of funding and underwriting approval of a 9%Low Income Housing Tax Credit Program allocation from the Florida Housing Finance Corporation by June 30,2020, and 00919723-1 Page I of 7 WHEREAS, CITY and CRA have determined that it is mutually beneficial and in the best interests of its citizens and residents to enter into this Agreement; and WHEREAS, Part I of Chapter 163, Florida Statutes, as amended (the "Florida Interlocal Cooperation Act"),permits the Parties,as public agencies under the Interlocal Cooperation Act,to enter into interlocal agreements with each other to authorize one public agency to exercise, on behalf of the other public agency,jointly held powers,privileges or authorities which each such public agency shares in common and which each might exercise separately,permitting the public agencies to make the most efficient use of their power by enabling them to cooperate on a basis of mutual advantage and thereby provide services and facilities in a manner and pursuant to forms of governmental organization that accords best with geography, economy, population and other factors influencing the needs and development of such public agencies; and WHEREAS,this Interlocal Agreement will become effective upon filing with the Clerk of the Court in the Fifteenth Judicial Circuit in accordance with the provisions of the Interlocal Cooperation Act; and WHEREAS,CITY hereby represents to CRA that it has the authority,pursuant to the Interlocal Cooperation Act, to execute any and all documents necessary to effectuate and to implement the terms of this Agreement; and WHEREAS,CRA hereby represents to CITY that it has the authority,pursuant to the Interlocal Cooperation Act, to execute any and all documents necessary to effectuate and to implement the terms of this Agreement; and NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth,the Parties hereto agree as follows: Section 1. RECITALS 1.01 The above recitals are true and correct and are incorporated herein. Section 2. TERM OF AGREEMENT 2.01 This Agreement shall be effective upon the approval of both parties and upon filing with the Clerk of the Court in the Fifteenth Judicial Circuit and shall terminate upon the earlier of the following: 1) the CRA reimbursing the CITY for final payment of the Grant not to exceed the amount of six hundred twenty five thousand seven hundred fifty and 00/100 dollars($625,750) to Grantee consistent with the terms of this Agreement; or 2) the failure of Grantee to obtain award underwriting approval of a 9% Low Income Housing Tax Credit from Florida Housing Finance Corporation by June 30, 2020. Section 3.DUTIES AND RESPONSIBILITIES OF THE PARTIES 3.01 The Parties agree that per Resolution No. , the Grant shall be paid by the CITY to Grantee on behalf of the CRA. The Parties agree further that the CRA will reimburse the CITY for the payment of said Grant, within 30 days of CITY's notice of making payment. Payment shall be made to Grantee upon: 1) Grantee providing evidence that they have been awarded a Nine Percent (9%) Low Income 00919723-1 Page 2 of 7 Housing Tax Credit Program funding from the Florida Housing Finance Corporation; and 2) a real estate closing for the sale of the project properties identified as Project Site on E. Martin Luther King Jr. Boulevard,in Boynton Beach, Florida, as described in Exhibit"A." Section 5. RECORDS 5.01 CRA and CITY shall each maintain their own respective records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs incurred in accordance with generally accepted accounting principles. Each party shall have access to the other party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the term of this Agreement and for at least three (3) years after completion of the development of the on the Ocean Breeze East project site located at 700 N. Seacrest Boulevard in Boynton Beach, Florida, as described in Exhibit"A." Section 6. ASSIGNMENT 6.01 The respective obligations of the parties shall not be assigned,in whole or in part,without the written consent of the other party. Section 7. DEFAULT 7.02 If either party fails to perform or observe any of the material terms and conditions of this Agreement for a period of ten(10) calendar days after receipt of written notice of such default from the other party, the non-defaulting party may terminate this Agreement. Failure of any parry to exercise its right in the event of any breach by the other parry shall not constitute a waiver of such rights.No party shall be deemed to have waived any failure to perform by the other party unless such waiver is in writing and signed by the other party. Such waiver shall be limited to the terms specifically contained therein. This section shall be without prejudice to the rights of any party to seek a legal remedy for any breach of the other party as may be available to it in law or equity. Section 8. COMPLIANCE WITH LAWS 8.01 CITY and CRA shall comply with all statutes, laws, ordinances, rules, regulations and lawful orders of the United States of America, State of Florida and of any other public authority which may be applicable. 00919723-1 Page 3 of 7 Section 9. VENUE 9.01 Any and all legal actions necessary to enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or,if in federal court, in the United States District Court for the Southern District of Florida. Section 10. GOVERNING LAW 10.01 The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Section 11.ENTIRE AGREEMENT 11.01 This Agreement contains the entire understanding of the parties relating to the subject matter hereof superseding all prior communications between the parties whether oral or written, and this Agreement may not be altered, amended, modified or otherwise changed nor may any of the terms hereof be waived, except by a written instrument executed by both parties. The failure of a party to seek redress for violation of or to insist on strict performance of any of the covenants of this Agreement shall not be construed as a waiver or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and effect. Section 12. SEVERABILITY 12.01 Should any part,term or provision of this Agreement be by the courts decided to be illegal or in conflict with any law of the State, the validity of the remaining portions or provisions shall not be affected thereby so long as the Parties' rights and obligations contained in this Agreement are not materially prejudiced and the intentions of the Parties can continue to be achieved. Section 13.NOTICES 13.01 Whenever either party desires to give notice to the other, such notice must be in writing and sent by United States mail,return receipt requested, courier, evidenced by a delivery receipt, or by overnight express delivery service, evidenced by a delivery receipt, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph.For the present,the parties designate the following as the respective places for giving of notice. CITY: Lori LaVerriere, City Manager City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 00919723-1 Page 4 of 7 CRA: Michael Simon, Executive Director Boynton Beach CRA 710 N. Federal Highway Boynton Beach, Florida 33435 Copies To: James A. Cherof Goren, Cherof, Doody&Ezrol,P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Tara Duhy, Esquire Lewis, Longman &Walker,P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 Section 14. INTERPRETATION 14.01 This Agreement shall not be construed more strictly against one parry than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 00919723-1 Page 5 of 7 IN WITNESS WHEREOF, the CITY OF BOYNTON BEACH and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY have caused these presents to be executed in their respective names by the proper officials the day and year first above written. CITY OF BOYNTON BEACH a municipal corporation organized and existing under the laws of the State of Florida By: Steven B. Grant, Mayor ATTEST: City Clerk Approved as to form: City Attorney BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency organized and existing under the laws of the State of Florida By: Steven B. Grant, Chair Approved as to form: CRA Attorney 00919723-1 Page 6 of 7 EXHIBIT A LEGAL DESCRIPTION Property Control Number: 08-43-45-21-25-001-0080 Legal Description: FRANK WEBBER ADD LTS 8 & 9 (LESS S 10 FT RD R/W) BLK 1 Property Control Number: 08-43-45-21-25-001-0060 Legal Description: FRANK WEBBER ADD LTS 6& 7 (LESS S 10 FT RD R/W) BLK 1 Property Control Number: 08-43-45-21-25-001-0040 Legal Description: FRANK WEBBER ADD LTS 4 & 5 (LESS NE 10TH AVE R/W) BLK 1 Property Control Number: 08-43-45-21-24-000-0010 Legal Description: MEEKS ADD TO BOYNTON LT 1 Property Control Number: 08-43-45-21-10-005-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 5 Property Control Number: 08-43-45-21-10-005-0090 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 5 Property Control Number: 08-43-45-21-10-005-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LTS 10 TO 13 INC BLK 5 Property Control Number: 08-43-45-21-04-000-0202 Legal Description: ROBERT WELLS SUB S 100 FT OF W 5 FT OF LT 20& LTS 21 & 22 (LESS N 10 FT RD R/W) Property Control Number: 08-43-45-21-10-004-0050 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 5 BLK 4 Property Control Number: 08-43-45-21-10-004-0060 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 6 BLK 4 Property Control Number: 08-43-45-21-10-004-0080 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 8 BLK 4 Property Control Number: 08-43-45-21-10-004-0090 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 9 BLK 4 Property Control Number: 08-43-45-21-10-004-0100 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 10 BLK 4 Property Control Number: 08-43-45-21-10-004-0130 Legal Description: PALM BEACH COUNTRY CLUB ESTS LT 13 BLK 4 Property Control Number: 08-43-45-21-18-000-1720 Legal Description: ARDEN PARK LT 172 00919723-1 Page 7 of 7 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 OLD BUSINESS AGENDAITEM: 14.11-11. SUBJECT: Consideration of a Purchase and Sale Agreement for the Property Located at 100 E. Martin Luther King Jr. Blvd fka Family Dollar SUMMARY: The Family Dollar store located at 100 E. Martin Luther King Jr. Boulevard opened in October 2015 and employed between 11-15 staff members, most of whom lived within the CRA and the Heart of Boynton District (see Attachment 1). The project was made up of three parcels, two of which were once owned by the CRA and were sold to the developer for $10 to act as a financial incentive along with $103,500 in Economic Development Program funds to assist with the cost of construction. In mid-June 2019, the Family Dollar announced the closing of close to 400 stores nationwide, one of which was the store located on E. Martin Luther King Jr. Boulevard. As a result of the efforts put forth by CRA staff and legal counsel, the current owner of the property has agreed to entertain an offer to purchase the vacant building and property in an amount between $1.1-$1.2 million provided that the owner is able to negotiate a lease termination settlement with the Family Dollar/Dollar Tree Corporation. At their August 13, 2019 meeting, the CRA approved the Letter of Interest (LOI) as prepared by CRA legal counsel, outlining the CRA's desire to purchase the property with the understanding that the owner is successful in terminating the existing lease and will agree to accept a purchase price from the CRA between $1.1-$1.2 million. The Owner has agreed to the terms of the LOI at a sales price of$1.2 million (see Attachment 11). As directed and for the Board's review, CRA staff and legal counsel have prepared a Purchase and Sale Agreement indicating a Purchase Price of $1.2 million, a fifteen day Due Diligence Period and a Closing on or before October 24, 2019 (see Attachment 111). FISCAL IMPACT: FY 2018-2019 Budget Project Fund, Line Item 02-58200-406, $1,200,000 plus customary closing costs of approximately$6,500 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Heart of Boynton District CRA BOARD OPTIONS: 1. Approve the terms of the Purchase and Sale Agreement for the proposed acquisition of the property located at 100 E. Martin Luther King Jr. Boulevard for the purchase price of $1,200,000. 2. Do not approve the terms of the Purchase and Sale Agreement for the proposed acquisition of the property located at 100 E. Martin Luther King Jr. Boulevard for the purchase price of $1,200,000. 3. Other considerations and direction based on CRA Board discussion. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II -Signed Letter of Intent D Attachment III - Purchase and Sale Agreement f�, u t I 4` ,F { �s�tftz _ ye I f � I Cif ` I r 1 1 r= a - r m I UJ I Fi k } - � 3 — �� s r �1 - rtt r August 13, 2019 David S.Aikenhead Aikenhead,Cipes &Supanich 12121 Wilshire Boulevard, Suite 510 Los Angeles, California 90025 Re: Letter of Intent; 100 NE 1011 Avenue, Boynton Beach, Florida Dear Mr.Aikenhead-. The Boynton Beach Community Redevelopment Agency (hereafter the "Buyer") is considering the purchase in fee simple of the above referenced property (the "Property') from Woodcliff Washington, LLC (hereafter the "Seller") pursuant to the terms outlined below. The Property is located in Boynton Beach, Florida and would be more fully described in the Purchase and Sale Agreement (the "Agreement") that is expected to be executed between the Parties as described below. Both Parties acknowledge that this letter("Letter of Intent") and the provisions set forth herein are intended as a preliminary outline of the general business terms of a potential purchase and sale transaction and are expressly subject to the satisfactory completion of Buyer's due diligence investigation, approval by the Buyers Board and the execution of a binding Agreement in form and substance mutually acceptable to both Parties which is expected to contain more detailed terms and provisions not set forth in this Letter of Intent. This Letter of Intent is not intended to create, nor result in, any liability or obligation of any kind which is legally binding upon or enforceable against Seller or Buyer, The terms of the purchase and sale transaction being considered are as follows: 1. Buyer Purchase Funds. Buyer will contribute toward the purchase price between $1,100,000.00 and $1,200,000.00, payable at the closing of title to the Property(the "Closing"). The Parties understand and agree that the total purchase price paid to Seller shall be the total of the buyer funds and lease buyout sum set forth In Paragraph 2 below. 2. Lease Buyout: Seller will conclude lease buyout negotiations with existing tenant A and agreed upon buyout sum shall be deposited with Escrow Agent (defined below) and 011741104 00307643-1 k David S.Aikenhead Aikenhead, Cipes &Supanich August 13, 2019 Page 2 of 4 disbursed to Seller at closing. 3. Deposit: Buyer would, at the time the Agreement is fully executed, pay into an escrow account with Buyer's counsel, Lewis,Longman&Walker, P.A. (hereafter"Escrow Agent") a cash deposit of Fifty Thousand and No/100ths. Dollars ($50,000.00),which escrow deposit(the "Deposit") would be paid to Seller at Closing and credited against the Purchase Price. 4. Closing; The Closing would be held on or before-- 2019. 5. Due Diligence and Property Violations: Upon execution of the Agreement, Buyer would proceed with its due diligence investigation, valuation and analysis of the Property and the proposed transaction. During this period ("Due Diligence Period"), Seller would give Buyer and its inspecting agents full access to the Property for purposes of conducting physical inspections of the Property, provided, however, that Buyer shall not conduct any test on the Property that disturbs the condition of the Property without Seller's prior written consent, The Due Diligence period shall not exceed thirty (30)days. Seller would also furnish to Buyer all permits, studies, surveys and other the documentation pertaining to the Property within five (5)business days of Agreement execution, B. Purchase and Sale Agreement; The Parties shall execute the Agreement reflecting the terms outlined in this Letter of Intent and other terms mutually satisfactory to each of them. The Agreement will be entered into on or before 2019, and shall provide that time is of the essence. 7. Title: At Closing,Seller would convey to Buyer good marketable and insurable fee simple title to the Property free of all liens,encumbrances,survey defects and claims of any kind except title matters that Buyer would specifically accept. Any existing financing currently encumbering the Property would be satisfied at or prior to Closing, and the Property would be conveyed to Buyer on a "free and clear" basis. At Closing an owner's title insurance policy would be issued, and paid for by Seller, as customary in Palm Beach County. 8. Brokerage indemnification: The Agreement shali also require that the Parties represent that they have not dealt with any broker, finder or like agent in connection with the proposed transaction and each would agree to indemnify the other against any claim, loss, liability or expense, including reasonable attorney's fees, incurred as a result of a breach of such representation. David S. Aikenhead Aikenhead, Cies &Supanich August 13,2019 Page 3 of 4 9, Exclusive Dealing: Upon executing this Letter of Intent,Seller would deal only with Buyer in connection with the proposed transaction until the completion of the Due Diligence Period. As set forth above, this Letter of Intent is not all-inclusive and contains only general parameters of a possible transaction. Should you find the above terms acceptable, please execute below and return to my attention. I look forward to hearing from you and working towards a successful transaction as contemplated above. Sincerely, Michael Simon SELLER: WOOD IFF WASHINGTON, LLC By: w. Its: Ma—Ager i,6 S. BUYER: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Steven B. Grant Its: Chair 01 1741101, PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and Woodcliff Washington, LLC, a California limited liability company (hereinafter"SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the "Properties") and more particularly described as follows: SEE ATTACHED EXHIBIT "A" 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property by Purchaser shall be One Million Two Hundred Thousand Dollars ($1,200,000.00)("Purchase Price"), payable in cash, by wire transfer of United States Dollars at the Closing together with the "Lease Buyout Funds" (as that term is defined in Section 3.4 below). 3. DEPOSIT. 3.1 Earnest Money Deposit. Within five (5) Business Days after the execution of the Purchase Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of Fifty Thousand Dollars ($50,000.00) the "Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: The Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for such amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12,the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non- defaulting Party shall have such additional rights, if any, as are provided in Section 12. 01181379-2 Purchase and Sale Agreement Page 2 of 16 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 3.4 Lease Buyout Funds. PURCHASER and SELLER acknowledge that SELLER is negotiating a lease buyout with the current tenant of the Property and that all funds received in said lease buyout (hereafter the "Lease Buyout Funds") shall be held by Escrow Agent and disbursed to SELLER at closing. The Lease Buyout Funds shall constitute additional consideration toward the acquisition of the Property and shall be in addition to the Purchase Price set forth in Section 2 above. Seller understands and agrees that under no circumstances shall PURCHASER's obligation toward acquisition of the Property exceed the Purchase Price (subject to closing prorations, credits, etc.) notwithstanding the final negotiated balance of the Lease Buyout Funds. 4. EFFECTIVE DATE. The effective date of the Purchase Agreement is the date that the Escrow Agent receives the Escrow Deposit and Escrow Agent executes the Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before October 24, 2019, (the "Closing"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER, and its designees shall have fifteen (15) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as 01181379-2 Purchase and Sale Agreement Page 3 of 16 said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii)to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASER's testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and hold PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter"Title Company"),a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall 01181379-2 Purchase and Sale Agreement Page 4 of 16 have the option of(i) extending the Cure Period and the Closing for one additional thirty(30) day period, or (ii) accepting the title as it then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment("Title Update")covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning title objections. 7.3 SELLER Deliveries. SELLER shall deliverto PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.2 Copies of all licenses,variances, waivers, permits(including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.3 Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those 01181379-2 Purchase and Sale Agreement Page 5 of 16 Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals(including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing, other than those disclosed to, and accepted by, PURCHASER. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. 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. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit 01181379-2 Purchase and Sale Agreement Page 6 of 16 attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any,will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or 01181379-2 Purchase and Sale Agreement Page 7 of 16 assessment for the improvement by the public body. 10.4. Closing Costs. PURCHASER shall be responsible for the costs associated with the title insurance policy, recording the deed and half of all general closing expenses (settlement fee, courier fees, overnight package, etc.). SELLER is responsible for documentary stamps on the deed and half of all general closing expenses and their own legal fees. All other costs of closing shall be borne by PURCHASER. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, Lease Buyout Funds, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i)disburse the sale proceeds to SELLER; (ii)deliverthe Closing Documents and a "marked-up"Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii)shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or 01181379-2 Purchase and Sale Agreement Page 8 of 16 result in the creation or imposition of any lien, charge,or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term"encumbrances"shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement,and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state,federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter 01181379-2 Purchase and Sale Agreement Page 9 of 16 authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). 11.9 SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals,or other proceedings with anygovernmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2 There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 12. DEFAULT. 12.1. PURCHASER's Default. In the event that this transaction fails to close due 01181379-2 Purchase and Sale Agreement Page 10 of 16 to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close,the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: David Aikenhead Woodcliff Washington, LLC 12121 Wilshire Boulevard 01181379-2 Purchase and Sale Agreement Page 11 of 16 Suite 510 Los Angeles, CA 90025 If to Purchaser : Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman & Walker, PA 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by SELLER on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of 01181379-2 Purchase and Sale Agreement Page 12 of 16 such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim,demand,cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability orform a basis for any claim,demand,cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and including final judgment,or 2) interplead the challenged documents into the court. In either event, SELLER agrees to pay PURCHASER's reasonable attorneys' fees and costs, both trial and appellate. 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement 01181379-2 Purchase and Sale Agreement Page 13 of 16 shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 01181379-2 Purchase and Sale Agreement Page 14 of 16 18.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 18.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10 Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 18.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. IN WITNESS WHEREOF,the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY WOODCLIFF WASHINGTON, LLC REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: David S. Aikenhead Title: Chair Title: Date: Date: 01181379-2 Purchase and Sale Agreement Page 15 of 16 WITNESS: WITNESS: Printed Name: Printed Name: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Kenneth Dodge Date: 01181379-2 Purchase and Sale Agreement Page 16 of 16 EXHIBIT "A" Owners WOODCUFF WASHW,1-] ` N LLC: Property Detail t,cc,a on, 1, '0 E MARTIN LUTHER MNG.JR BLVD to awe�U 08434521100040010 F��. s Subu-fi,.ds,�on PALM BEACH COUNTRY CLUB ESTS �N vol 28173 P y{ 317 as e Date OST-201 f C Mai L%4 U1�r Ksr��Jr�1vd _....._ �fA'artin Lditi er Kd�g Jt�lwcl I ,V 4 � t, S t � S r yu � S � � � 1 t - t i fs �. G "f A#� Jtt�Aw9 �7C 9 1 01181379-2 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 NEW BUSINESS AGENDAITEM: 15.A. SUBJECT: Approval of Waiver and Commercial Rent Reimbursement Grant Program in the amount of $15,000 for Boca Babes OBGYN, LLC located in Marina Village at 625 Casa Loma Blvd, Suite K SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months and are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. CRA staff has received a complete grant application from Boca Babes OBGYN, LLC located in Marina Village at 625 Casa Loma Boulevard, Suite K, Boynton Beach, FL 33435 (see Attachments I - 11). Boca Babes OBGYN, LLC is an existing full service obstetrics and gynecology practice operating out of Boca Raton. Dr. Ty Swartzlander and his team of 16 medical professionals will be relocating their practice to Boynton Beach. With the addition of Boca Babes, all 11 commercial units in Marina Village are now occupied. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $3,633.50 per month (see Attachment 111). Boca Babes OBGYN, LLC, qualifies as a Tier I I business and eligible to receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,250 per month for a 12 month period, whichever is less. Dr. Ty Swartzlander is the practicing physician and the guarantor on the lease for Boca Babes OBGYN, LLC for the commercial property at 625 Casa Loma Blvd. Suite K. He is also an owner of the commercial property under Terre Noire Properties LLC. Florida Woman Care, LLC, a corporation that acts as the title manager for Boca Babes OBGYN, LLC, does not wish to apply under their corporate name as stated in the grant application. Therefore, Dr. Ty Swartzlander, is seeking a CRA Board waiver allowing him to apply for the Commercial Rent Reimbursement Grant on behalf of Boca Babes OBGYN, LLC. Dr. Swartzlander has met and exceeds all of the requirements as outlined in the grant program. CRA staff and legal counsel support his request. If approved, Boca Babes OBGYN, LLC would be reimbursed in the amount of $1,250 per month for a period of 12 months or a total grant amount of $15,000 during its first year of business. Grant reimbursements to the approved applicant occur on a quarterly basis with proof of rent payments. FISCAL IMPACT: FY 2018 -2019 Budget, Project Fund, Line Item 02-58400-444, $15,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve a waiver of standard CRA grant procedures and requirements to allow Dr. Ty Swartzlander (instead of Florida Woman Care, LLC) to apply for the Commercial Rent Reimbursement Grant on behalf of Boca Babes OBGYN, LLC and approve the Commercial Rent Reimbursement Grant in the amount not to exceed $15,000 to Boca Babes OBGYN, LLC located in Marina Village at 625 Casa Loma Boulevard, Suite K, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant D Attachment II - Location Map D Attachment III - Lease BOYNTO BEACH COMMUNRY REDEVELOPMENT AGENCY October 1, 2018 — September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The CRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by Initials W5 Page 1 of 15 Rent Reimbursement 710 North Federal Highway,Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com the Applicant(s) may be produced by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a quarterly rent reimbursement. New businesses are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a quarterly basis, the CRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, as such the tenant and the landlord. As grantor, the CRA neither bears nor accepts any responsibility for payment of rent at any time, nor penalties incurred for the late arrival of payments by any party. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the CRA District(see attached map). Initials-'AUl Page 2 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435-Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the CRA the rights and use of photos and project application materials. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops/ Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment • Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores Initials S Page 3 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561)737-3256 Fax: (561)737-3258 www.catchboynton.com • Alcohol and/or Drug Rehabilitation 0 Pawn Shops Centers/Housing 0 Medical Research Centers/Housing • Any other use that the CRA staff or * Massage/Personal Services CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, is then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four quarterly payments). Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four quarterly payments. Initials.-V-S Page 4 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435-Phone: (561)737-3256 Fax:(561)737-3258 www.catchboynton.com Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Ddcor/Design—home • Clothing Boutique—clothing, shoes furnishings, art galleries, kitchen & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Bed and Breakfasts • Medical Offices • Marketing Offices • Insurance Offices • Fitness Centers • Florists (no more than.2 approvals • Specialty Businesses— stationary, per fiscal year) gifts, sporting goods Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the CRA for all grant money received up to that point and will not be eligible to receive any further grant funding. Initials Page 5 of 15 Rent Reimbursement 710 North Federal Highway,Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com For purposes of this grant, the CRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The CRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the CRA office located at 710 North Federal Highway, Boynton Beach, Ft_ 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first served basis. Application packets must include the following documentation: initials Page 6 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 1. A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If an existing business must expand to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the CRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form (attached). Approval of Funding Request All required application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. The CRA Board meets on the second Tuesday of each month. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the CRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board Initials Page 7 of 15 Rent Reimbursement 710 North Federal Highway,Boynton Beach,FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Quarterly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to CRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant. Reimbursement will occur on a quarterly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next quarter beginning on January 1St, April 1St, July 1St and October 1St Months Eligible for Reimbursement Deadline to Submit for Reimbursement • October, November, December • January 30th • January, February, March • April 30th • April, May, June • July 30th • July, August, September • October 30th In order to receive quarterly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that quarter's reimbursement or proof of direct deposit). If applicant does not submit its quarterly reimbursement_request within 30 days following the end of the quarter in which a licant is requesting~reimbursement, gpplicant forfeits that guarter's reimbursement. Initials Page 8 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com Discontinuation of Payment The receipt of past payments does not guarantee future payments. The CRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the CRA to award grant funding. Initials Page 9 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com earl,MR BOYNTON BEACH APPLICANT INFORMATION BUSINESS INFORMATION: Business Nary;e (d/b/a if applicable): I 1 Dl' Y7'it0 LCL-+. Current Business Address: IKJ. 'i ., '" `'�'`, y Fed I D#: . - )3-71 :YS-�L Business Phone Number: _ M Fax: mow � Website: (3c ot�_)n Existing Business: Yes No Number of years in existence:.-5 Time at Current Location: New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes v No If so, monthly base rent: ' New Business Address: Square footage of current location: 2ZOO Square footage of new location: 1 Type of Business: medlcaA F>rAC+1C__1e1 Number of Employees: I5 Hours of Operation: Page 10 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON 6.BEACH APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: P ) Date of Birth: I l7 Email: , A Residential Address: ,w Cell Phone Number: i 1 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: - Date of Birth: Email: Residential Address: Cell Phone Number: 4, Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 710 North Federal Highway,Boynton Beach,FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com 00 BOYNTON ,!or' B E AC H u F k y APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the CRA? Yes No If yes,what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes_ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: o , Landlord Name: Pror"LJCrb , Landlord's Mailing Address: Landlord's Phone Number: '. I CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 7' BOYNTON ".-iBEACH , E APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTON'' CRA BEACK, APPLICANT INFORMATION APPLICANT SIGNATURES: PrincipallOwners Signature bale Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personaQ a who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the tilte and County aforesaid on this_ tday of-__joj k20 E , N Com ission s. ... Bonnie Nicklien NOTARY PUBLIC Page 14 of 15 STATE OF FLORIDA Rent Reimbursement Comm#GG108394LLes 5/25/2021 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (56lif Y -3258 www.catchboynton.com BOYNT01q'C 1)71 — - W, BEACH KA Vendor ID: ...... COMMUNITY REDEVELOPMENT Y Office use only Vendor Application • Submit a current W-9 with application The CRA's Vendor List is updated periodically. An updated W-9 is required whenever there is a change in address, and must be submitted to the CRA Finance Department.Phone number is 561-600-9092 or 561-600-9095. All the*fields are required Apply Date*_ Federal ID#* r I Company Type* ❑Corporation ❑ Individual/Sole Proprietor ❑ Joint Venture LLC ❑ Partnership/Limited Partnership ❑ Non Profit Company Name* rfi ' _._ r s' 1 A �.....w._C__ D.B.A Email Address* V Address* Suite/Unit# i ,L Imo:'` -_ City* )1.4)ofny V C"k _ State/Province* L- Zip Code* Phone No E&I �,3 1 Ext. Fax# 9l 430 2CS05 Contact Person* ly-) Title Mobile# ❑ Check this box if the Billing Address is same as Company Address.Otherwise please complete the following: Address* +` 4 Suite/Unit# < ., ~� -___ City* a� 'R40n State/Province* Zip Code* ` ) Phone No �(��—��'� � �` (� Ext. Fax# Contact Person* Title ?�z��i.". �� C'_.1 € i' Mobile# �- . I ` Principal line of business _ C�,� � �"� _ i a: PLEASE NOTE:THE STATE OF FLORIDA HAS A BROAD PUBLIC RECORDS LAW.ALL RECORDS OF THE STATE OR POLITICAL SUBDIVISIONS OF THE STATE ARE OPEN FOR PUBLIC INSPECTION AND COPYING,SUBJECT TO CERTAIN STATUTORY EXEMPTIONS.IF YOU CHOOSE TO PROVIDE PERSONAL INFORMATION SUCH AS YOUR NAME, EMAIL ADDRESS,PHONE NUMBER(Si,ADDRESS OR ANY OTHER PERSONAL INFORMATION IN THIS CONTACT FORM OR OTHER FORM ON THIS SITE,UNLESS EXEMPTED BY FLORIDA STATUTES,THIS INFORMATION IS A PUBLIC RECORD UNDER FLORIDA'S GOVERNMENT IN THE SUNSHINE LAWS AND IS AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST.IF YOU DO NOT WANT THIS INFORMATION RELEASED IN RESPONSE TO A PUBLIC RECORDS REQUEST,PLEASE DO NOT SUBMIT THIS INFORMATION.IF YOU HAVE QUESTIONS ABOUT OUR WEBSITE'S PRIVACY POLICIES,PLEASE CONTACT US AT 561-60D-9092 or 561-600-9095. r r I ,i— BEACH �,,RA ....................... ....... it A u ,i fr tlli f i .4 » <<SadalNedisOutreacft,it Ivy � ( a BUSINESS! The Boynton Beach CRA is excited to inform you out our Social Media Outreach Program! Our ® ® ` goal is to helpbusinesses within the CRA District • r establish i presence. The best It's completely ! Ire Renee Roberts, Social Media & Communications Specialist, is here to teach you the tools you successfullymarket your business on social media ` onlineand tf . This program aims to helpbusiness owners manager learnand utilize social media pages. offerWe e 'cs, from starting si ss accounts, building ad campaigns for events to special r io s, or posting day to dayactivity and products. Contact us today to get started! r CONTACT INFORMATION: Name: a��riS � _1 � r r . Business: Babe-s 0 "f, v a r r ✓' i� r � ail: S --z Phone: .. ` ;.` .1_` ......_ ._.... BOYNTO BEACH AMAP I� fro, Hypoluxo Rd a � 4 h n Miner Rd Miner Rd , oraf _� _ NE 26th Ave a U UT Gateway Blvd 2 U +L f , C.StanleyWeaver Canal k Martin Luther King Jr Bhrd Old Boynton Rd W Boynton Beach Blvd E Ocean Ave sR � - -Woolbrl&Rd Golf Rd -- SW 23rd Ave _ SW 23rd Ave j Gulfstream Blvd BOYNTON " ICRA WiZEACHIII LANLORD INFORMATION LANDLORD SIGNATURES: 1. ` ( Landlor 's Signature Dat 'C Orr-#- Printea Name Title 2 an o d' igna � to LdZ22 Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personal) appeared , who is/are personally known to me or pr uced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of , 20Z ` C [ ssion E ires6wnie Nicldien NOTARY PUBLIC STATE OF FLORIDA Page 15 of 15 d Cwv*GGIO8394 Rent Reimbursement Expires 512512021 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 7/11/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Beach Co ty P p rty Appraiser A}git<fii } ir RTr ae44 4; ,.ho"''? 1 + yak e uc r`i21,ad M1r @ I I I�l'� I I I II Search by Owner,Addressor Parcel , Vii[ �i View Property Record Owners ,Boynton Beach B9ud E Boyvapon Beach [stud MARINA VILLAGE AT BOYNTON BEACH MASTERASSN INC ' Property detail } + oxcaoiorl 625 CASA LOMA BLVD - Muii BOYNTON BEACH ;SAN._`l)'.....`t};it .ce. No. 08434527600000031 "'Ig "'41 fDk N• MARINA VILLAGE AT �� + t - J'� BOYNTON BEACH 5 i t Book 25315 .Page 1699 Sale.Date'.J UL2012 625 CASA LOMA BLVD STE 104io ,.i Addleea BOYNTON BEACH FL 33435 4166 0900-RESIDENTIAL if• - hF'Q`•';'rs ��t(ig( t „�� +�� Use .ype COMMON AREA/ELEMENTad Sa,u a i,e e0SJA, Blvd i e �Gasa Lortaa Sales Information �� t1V�U , Sales Date Price C - "`t�4�,+)te` r : ". t3 � • t JUL2012 10 Appraisals ay Tax Year 2018 -- .. e...e...-,t •e3 $0 _� .. Value $0 ..m �P+�6r�,t• tYt})-�ii� �+x ftei )� �i 1}kt�$1 All values are as ofJanuary 1st each year +n-+n,.l n n or"',or"',+ n n,or,or,v,. ., r Assessed/Taxable values Tax Year 2018 A�sessed Value xe nptiorl Amount $0 axabie Value $1 4 ez . . • c ,t. Akt eat$.n yt i~1%)mYti 1 ;At B O�ez�n Ave � I�,t]rean Aue E Taxes ,,tz �a. Tax Year 2018 Ad Valorem $01,11" .u,,..Ad Valorem $0 11, $01! t ,,,s ryre��+t it it it it its t it it it it it it lyrt it it it it it it it+9t it iv11�; https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434527600000031 1/1 OFFICE LEASE AGREEMENT FOR MARINA VILLAGE AT BOYNTON BEACH CONDOMINIUM 625 CASA LOMA BLVD, Suite K BOYNTON BEACH, FLORIDA TERRE NOIRE PROPERTIES, LLC ASLANDLORD AND BOCA BABES OBGYN, LLC A Florida Limited Liability Company Florida Woman Care, LLC A Florida Limited Liability Company AS TENANT The submission of this document for examination does not constitute an option or offer to lease space. This document shall have no binding effect on the parties unless executed by the Landlord and the executed copy is delivered to the Tenant. OFFICE LEASE This Lease is made this _10_day of April 2019 ("Effective Date") with rent payments commencing once buildout is complete, by and between TERRE NOIRE PROPERTIES, LLC, a Florida limited liability company ("Landlord") and, BOCA BABES OBGYN, LLC, Florida limited liability company&Florida Woman Care, LLC a Florida Limited Liability Company("Tenant"). In consideration of the mutual covenants contained herein, Landlord does hereby lease, let and demise to Tenant, and Tenant hereby leases from Landlord, the Premises upon the terms and conditions set forth herein and in the Standard Terms and Conditions of Lease, Exhibits and Addenda attached hereto (collectively,the "Lease"). 1. BASIC LEASE PROVISIONS: 1.1 Property-: An office building and the land and other improvements and facilities now of hereafter constructed within the Property boundaries, subject to Section 3.2 below, all located at 625 CASA LOMA BLVD Suite K, BOYNTON BEACH, FLORIDA 33435 as more particularly described on Schedule 1. 1.2 Unit/Suite No.: Suite K("Premises") 1.3 Building: MARINA VILLAGE AT BOYNTON BEACH CONDOMINIUM, 625 CASA LOMA BLVD, BOYNTON BEACH FLORIDA, 33435 1.4 Area of Premises: The Premises contains approximately 1,677 rentable square feet ("RSF") as shown on the floor plan attached hereto as (Schedule 2). 1.5 Commencement Date of Lease: Upon substantial completions of Tenant Improvements. To be documented on Tenant's acceptance letter(Schedule 5) 1.6 Expiration Date of Initial Term of Lease: 5 years from Commencement Date. To be documented on Tenant's acceptance letter(Schedule 5). 1.7 Tenant's Percentage Share: 100%of space based on 1677 rentable square feet. 1.8 Security Deposit(See Paragraph 22) $13,702.73 1.9 Base Rent: PERIOD OF $/RSF ANNUALIZED MONTHLY LEASE TERM: BASE RENT: BASE RENT:* Year 1 $26.00 $43,602.00 $3,633.50 Year 2 $26.78 $44,910.06 $3,742.51 Year 3 $27.58 $46,257.36 $3,854.78 Year 4 $28.41 $47,645.08 $3,970.42 Year 5 $29.26 $49,074.43 $4,089.54 *Not including applicable taxes or Tenant's Percentage Share of Operating Expenses. 1 1.10 Operating Expense Rent: Tenant's Share of Operating Expenses. 1.11 Permitted Use: Medical office use and related office uses,but for no other purposes. 1.12 Parking Spaces: Tenant shall be entitled to use three (3) covered, reserved parking spaces of the Premises (collectively,the "Parking Spaces"). 1.13 Guarantor(s): Ty K. Swartzlander, MD 1.14 Addresses: Address for payment of Rent and notices: Landlord: TERRE NOIRE PROPERTIES, LLC 1380 SW 17TH ST. BOCA RATON, FL 33486 Notices must be sent with a copy to: TERRE NOIRE PROPERTIES, LLC 1380 SW 17TH ST. BOCA RATON, FL 33486 Tenant: Boca Babes OBGYN, LLC A Florida Limited Liability Company c/o UPM SERVICE CORP. 1501 Yamato Road Suite 200 W BOCA RATON, FL 33431 Ty Swartzlander, MD 625 CASA LOMA BLVD, Suite K BOYNTON BEACH,FL 33435 1.15 Broker: It is mutually agreed that no broker will be used by any parry. (See Paragraph 39.) 1.16 Prepaid Rent: Upon Tenant's execution of the Lease, Tenant shall pay to Landlord the following amount(s)prior to occupancy: (a) Base Rent for the first month in which Base Rent is due, including sales tax thereon, and Tenant's Percentage Share of estimated Operating Expenses and sales tax theron of$5,406.93 (b) Base Rent for the last month in which Base Rent is due, including sales tax thereon, and Tenant's Percentage Share of estimated Operating Expenses ans sales tax theron of$5,890.34 2 DocuSign Envelope ID: 5AE9DCDF-A4D4-4504-9F46-43EEECD52CC2 1.17 Kevs. Landlord shall provide Tenant two (2)Property keys free of charge. 1.18 Estimated Operating Expenses for First Lease Year: $10.50/rentable square foot. IN WITNESS WHEREOF, the parties have caused this Lease to be executed on their behalf as of this day of , 2019. Signed and sealed in the presence of: LANDLORD TERRE NOIRE PROPERTIES, LLC Print Name: a Florida limited liability company ✓�Docusignea by: .,JM�U, Sbt9l(.'t�'y�Q�Gt.11.dR,f4 By: Gf spat Print Name: Name: Trlsta Swalrtzlander Title: Managing Member Print Name: TENANT BOCA BABES OBGYN, LLC Print Name: A Florida limited liability company By: FLORIDA WOMAN CARE, LLC Its sole Member/Manager DocuSfyne Print Name: By: / Name: Aaron a ury Title: President Print Name: GUARANTOR rlry ME �gne y: By:PrintName: SwAyf"1) _ /, ,_ wartziandiei7Fa2C Ty S Print Name: 3 STANDARD TERMS AND CONDITIONS OF LEASE 2. DEFINITIONS: Unless the context otherwise specifies or requires, the following terms will have the meanings set forth below: 2.1 Common Areas: All areas and facilities outside the Premises and within the exterior boundaries of the Property that are not leased to other tenants and that are provided and designated by Landlord, in its sole discretion from time to time, for the general use and convenience of Tenant and other tenants of the Property and their authorized representatives, employees, invitees and the general public (such as common entrances, walkways, stairways, elevators, restrooms, and lobbies) as more particularly set forth in Paragraph 4. Landlord may also designate, from time to time, other areas in the Property, such as pedestrian walkways, patios, landscaped areas, sidewalks, service corridors, elevators, restrooms, stairways, decorative walls, plazas, loading areas, parking areas and roads for the non-exclusive use of Tenant. 2.2 Operating Expenses: All costs, expenses and disbursements of every kind and nature relating to or incurred in connection with the ownership and operation of the Property, including all reasonable and necessary costs of operation, maintenance and repair, computed in accordance with sound accounting principles applied on a consistent basis, and will include by way of illustration,but not limitation: 2.2.1 all necessary costs of managing, operating, repairing and maintaining the Property, including, without limitation, wages, salaries, fringe benefits and payroll burden for employees at or below the level of building manager; employees on-site utilized in the day to day operation of the Property; public liability, windstorm, flood, property damage and all other insurance premiums paid by Landlord with respect to the Property, including any amounts that would be charged as premiums if Landlord self-insures any of the insurance risks; liability disclaimers; electricity (except as separately metered and paid directly by Tenant or other tenants), water, sewer, heating, air conditioning, ventilating and all other utility charges (other than with respect to utilities separately metered and paid directly by Tenant or other tenants); the cost of contesting the validity or amount of real estate and personal property taxes;janitorial services; Condo Association fee and any supplemental fees for landscaping of the Common Areas of the Property and parking lot; access control; window cleaning; elevator maintenance; fire detection and security services; gardening and landscape maintenance; trash, rubbish, garbage and other refuse removal; pest control; painting; facade maintenance; lighting; exterior and partition (demising) wall repairs; roof repairs; maintenance of all steam, water and other water retention and discharging piping, lakes, culverts, fountains, pumps, weirs, lift stations, catch basins and other areas and facilities, whether or not on-site; canal embankment and related maintenance; repair of sidewalks and potholes and general resurfacing and maintenance of parking areas; sanitary control; depreciation of machinery and equipment used in any of such maintenance and repair activities; repair, maintenance and replacement of signage located in the Property; management fees for on-site property management; management fees for the coordinator of property management services; road sidewalk and 4 driveway maintenance; and all other Property maintenance, repairs and insurance; 2.2.2 the costs (amortized together with a reasonable finance charge) of any capital improvements: (A) made to the Property by Landlord primarily for the purpose of reducing Operating Expenses; or (B) made to the Property by Landlord primarily to comply with any governmental law or regulation that was not in force at the Commencement Date; 2.2.3 the costs of supplies,materials,tools and equipment for repairs and maintenance; 2.2.4 all real and personal property taxes, assessments (whether they be general or special), sewer rents, rates and charges, and any other federal, state or local government charge, general, special, ordinary or extraordinary(but not including income taxes),which may now or hereafter be levied or assessed against the land upon which the Property stands or the Property for such year or the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the Property for the operation thereof, including the costs and expenses to protest the appraisal for real estate taxes on the Property (the "Taxes"). Operating Expenses shall not include: (a) depreciation on the Property or any Common Areas; (b) costs of space planning, tenant improvements, marketing expenses, finders fees and real estate broker commissions; (c) any and all expenses for which Landlord is reimbursed (either by an insurer, condemnor, tenant or other person or entity), but only to the extent of such reimbursement; (d) compensation in the form of wages, salaries, and such other compensation and benefits, as well as adjustments thereto, for all executive employees and personnel of Landlord above the level of on-premises manager of the Property, exclusive of management fees; (e) costs in connection with services or benefits of a type which are not Property standards and are not available to Tenant, but are available to another tenant or occupant; (f) mark-ups on electricity and condenser cooling water for heat pumps in excess of Landlord's costs therefore; (g) Landlord's general overhead and administrative expenses not directly allocable to the operation of the Property; (h) attorneys' fees and cost related to negotiating or enforcing any tenant lease, or resolving disputes with any lender of Landlord; 5 (i) cost of capital improvements unless meeting the requirements of Paragraph 2.2.2; (j) interest on debt or amortization payments on any mortgage/deed of trust, or rent on any ground lease; and (k) Federal and state taxes on income, death, estate or inheritance taxes. 2.3. Environmental Law: shall mean any law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environment including, without limitation, CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980), RCRA (Resources Conservation and Recovery Act of 1976), SARA (Superfund Amendments and Reauthorization Act of 1986), EPCRA (Emergency Planning and Community Right-to-Know Act), and any applicable laws or regulations of the State in which the Building is located. 2.4. Hazardous Substance: shall mean any substance, material or waste which is or becomes designated, classified or regulated as being "toxic" or "hazardous" or a "pollutant", which is or becomes similarly designated, classified or regulated, under any Environmental Law, including asbestos, petroleum and petroleum products, or which becomes hazardous to the health and welfare of any occupants in the Building. 2.5. Building Hours: shall mean Monday through Friday from 7:30 a.m. to 6:00 p.m., Saturday from 9:00 a.m. to 12:00 noon, excluding federal and state legal holidays. Landlord reserves the right to change the Building Hours from time to time. Provided, however, Tenant shall have twenty-four (24) hour seven (7) days a week access with its elevator lockout key(s). 2.6. Legalquirements: shall mean any and all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises,the Building and/or the Property,including,but not limited to, the Americans with Disabilities Act. 2.7. Schedules: shall mean the Schedules attached hereto and incorporated herein by reference. This Lease contains the following Schedules: Schedule 1 Description of Property Schedule 2 Floor Plan of Premises Schedule 3 Landlord Work Letter Schedule 4 Rules and Regulations Schedule 5 Tenant Acceptance Letter Schedule 6 Personal Guaranty Agreement 2.8. Term/Lease Term: shall mean the initial term of this Lease. It shall commence as of the Commencement Date and end as of the Expiration Date unless sooner terminated as provided herein or extended pursuant to the terms of this Lease. 2.9. Early Access By Tenant: If Landlord completes the Work (as such term is defined on Schedule 3 hereof)prior to the Commencement Date,then, subsequent to the delivery to Landlord of all required certificates of insurance, Landlord may permit Tenant access to 6 the Premises upon the date of Landlord's completion of the Work for the limited purposes of accepting delivery of, storing, installing and testing Tenant's furniture, telephone, computer and other office systems. Tenant acknowledges and agrees that all of Tenant's obligations under the Lease, including separate payment of electric costs (except for the payment of Rent) shall commence upon the date that Tenant receives access to the Premises. All acts of any of Tenant, Tenant's employees, agents, and invitees, and/or Tenant's contractors, subcontractors or laborers are the responsibility of Tenant, and Tenant shall indemnify and hold Landlord harmless from and against any loss, cost, damage or expense of any nature caused by such persons or entities. 3. PREMISES: 3.1. Lease of Premises: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and subject to the agreements, covenants, conditions and provisions set forth in this Lease, to which Landlord and Tenant hereby mutually agree, the premises (the "Premises") described in Paragraph 1 above. Tenant by execution of this Lease agrees and conclusively accepts the size and dimensions of the Premises, regardless of any variance in the square footage from that which may have been disclosed at any time prior to execution hereof, and waives the right to measure the same. Without limiting the generality of this paragraph, Landlord does not make any representation or warranty as to the actual size, dimensions (including ceiling heights) or square footage of the Premises, and Tenant shall be deemed to have fully waived and released any such warranty and claims for losses or damages resulting from any variances therein. Upon occupancy of the Premises by Tenant, Tenant shall promptly execute and deliver to Landlord the Tenant Acceptance Letter attached hereto as Schedule 5. If Landlord is unable to deliver possession of the Premises on the Commencement Date, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable, but Tenant shall not be liable for any Rent and the Commencement Date shall be delayed until possession is delivered, at which time the Term shall commence and the Expiration Date shall be extended so as to give effect to the full stated Term. 3.2. Property: The Premises are a part of the Property (the "Property ") described in Paragraph 1. Landlord may increase, reduce or change the number, dimensions or locations of the walks, parking and other Common Areas and other improvements located in the Property in any manner that Landlord, in its sole discretion, shall deem proper. Landlord reserves the right to install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Premises and serving other parts of the Building and/or Property in a manner that will not materially interfere with Tenant's use of the Premises, except temporarily in the case of an emergency. Landlord shall have the right to change the Property's name without notice, to change the Property's street address, each upon ninety (90) days prior notice, and the right to grant to any person or entity the exclusive right to conduct any business or render any service in or to the Property, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose set forth in Paragraph 1, to retain at all times master keys or passkeys to the Premises, and to place such signs, notices or displays as Landlord reasonably deems necessary or desirable upon the roof and exterior of the Property. Landlord intends on making renovations to the Property, including, but not limited to, exterior facades, walkways, exterior windows, atrium and parking areas. Tenant waives 7 the right to modify, terminate or cancel the Lease or to seek an abatement of Rent relating, directly to indirectly,to the renovations to the Property. 3.3. Relocation of Tenant: Landlord expressly reserves the right after the execution and during the Term of this Lease, or any extension or renewal thereof, at its sole cost and expense, to remove the Tenant from the Premises and relocate the Tenant to other space of Landlord's choosing of approximately the same size, which other space shall be decorated by Landlord at Landlord's expense and Landlord may in its discretion use such decorations and materials from the existing Premises or other materials, so that the space in which Tenant is relocated is substantially similar in its interior design and decoration to the Premises from which Tenant is removed (for example, if Tenant has glass doors in the interior of the Premises, then Tenant shall have similar glass doors in the interior of the relocation space). Tenant, by the execution of this Lease, acknowledges the foregoing right of Landlord, and no rights granted in this Lease to Tenant, including, but not limited to, the right of peaceful and quiet enjoyment, shall be deemed to have been breached or interfered with by reason of Landlord's exercise of the right of relocation reserved in this Paragraph. Landlord's sole obligation for costs and expenses of removal and relocation shall be the actual cost of relocating and decorating the space in which Tenant is relocated and the reasonable moving costs of Tenant actually incurred in connection with the same, and Tenant agrees that Landlord's exercise of its election to remove and relocate Tenant shall not terminate this Lease or release the Tenant, in whole or in part, from the Tenant's obligation to pay the Rents and perform the covenants and agreements hereunder for the full Term of this Lease. 4. COMMON AREAS: 4.1. Tenant's Right to Use Common Areas: Landlord grants Tenant and its authorized representatives and invitees the non-exclusive right to use the Common Areas with others who are entitled to use the Common Areas subject to Landlord's rights as set forth in this Lease. 4.2. Landlord's Control: Landlord has the right to: (a) establish and enforce reasonable rules and regulations applicable to all tenants concerning the maintenance, management, use and operation of the Common Areas, the initial rules and regulations are attached to the Lease as Schedule 4; (b) close, if necessary, any of the Common Areas to prevent dedication of any of the Common Areas or the accrual of any rights of any person or of the public to the Common Areas; (c) close temporarily any of the Common Areas for maintenance purposes; (d) select a person, firm or corporation which may be an entity related to Landlord to maintain and operate any of the Common Areas; and (e) designate other lands outside the exterior boundaries of the Property to become part of the Common Areas. Notwithstanding the provisions of this Paragraph, in exercising its rights hereunder, Landlord shall provide Tenant with a means of reasonable access to and from the Premises. 8 5. RENT: 5.1. Base Rent: Tenant will pay to Landlord as Rent for the use and occupancy of the Premises at the times and in the manner provided below, Base Rent in the amount specified in Paragraph 1 payable in U.S. funds, in advance starting on the Commencement Date and on or before the first day of each and every successive calendar month thereafter during the Term without demand, setoff or deduction. 5.2. Tenant's Percentage Share. Tenant's Percentage Share of the Operating Expenses is set forth in Section 1.7 above and is the agreed upon proportion that the rentable square footage occupied by Tenant bears to the total rentable square footage of the Building, as determined by Landlord (said Percentage Share shall be adjusted in the event the rentable area of the Building or the Property is increased or decreased). 5.3. Operating Expense Rent: (a) Calculation. In addition to Base Rent, Tenant shall pay Tenant's Percentage Share, as specified in Paragraph 1, of the Operating Expenses paid or incurred by Landlord in such year("Operating Expense Rent"). (b) Payment: During December of each calendar year or as soon thereafter as practicable, Landlord shall provide Tenant with a written notice of its estimate of Operating Expense Rent for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant will pay to Landlord 1/12th of such estimated amounts, provided that if such notice is not given in December, Tenant will continue to pay on the basis of the prior year's estimate until the month after such notice is given. If at any time or times it appears to Landlord that the amounts payable for Operating Expense Rent for the current calendar year will vary from its estimate by more than ten percent (10%), Landlord, by written notice to Tenant, will revise its estimate for such year, and subsequent payments by Tenant for such year will be in an amount so that by the end of such year Tenant will have paid a total sum equal to such revised estimate. Landlord will indicate in its notice to Tenant the reasons Landlord believes its estimate is low by more than ten percent(10%). (c) Statement: Within ninety (90) days after the close of each calendar year or as soon after such ninety (90) day period as practicable, Landlord will deliver to Tenant a statement of amounts of Operating Expense Rent payable under this Lease for such calendar year. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant will pay the deficiency, together with all sales and uses taxes due thereon, to Landlord within thirty (30) days after delivery of the statement. If the total of the estimated monthly installments paid by Tenant during any calendar year exceeds the actual expense adjustment amount due from Tenant for such calendar year and provided Tenant is not in default hereunder, such excess shall, at Landlord's option, be either credited against payments next due hereunder or refunded by Landlord to Tenant. The terms and conditions of this Subparagraph shall survive expiration or other termination of this Lease. 9 (d) Review Rights. Subject to the payment of all amounts owed, Tenant has the right, exercisable no more than once each calendar year on reasonable notice and at a time reasonably acceptable to Landlord, to review Landlord's book and records in the offices of Landlord's property manager pertaining to Operating Expenses for the preceding calendar year at Tenant's sole cost and expense, provided Tenant gives Landlord written notice that it would like to conduct such review within ninety (90) days after delivery of Landlord's statement and further provided that such review shall be completed within forty-five (45) days after delivery of such notice to Landlord or such rights shall be deemed waived with respect to the calendar year covered by such statement. In the event Landlord has overstated Operating Expense Rent by more than five percent (5%), and provided Tenant is not in default hereunder, within thirty (30) days after demand therefor by Tenant accompanied by Tenant's verification of such overcharges and paid invoices, Landlord will reimburse Tenant for all overcharges and the costs of the accountant providing service on a non-contingent fee basis,provided that such accountant executes a confidentiality agreement acceptable to Landlord. (e) Gross Up. Notwithstanding any provision of this Paragraph to the contrary, if the Building (or Property, as applicable) is less than ninety-five percent (95%) leased and/or occupied during any calendar year, Landlord has the right but not the obligation to make an adjustment so that Operating Expense Rent shall be computed for such year as though ninety-five percent (95%) of the Property had been leased and occupied during such year. 5.4. Sales Tax; Additional Rent: Only if and to the extent actually charged by any applicable governmental or quasi-governmental authority, Tenant agrees to pay to Landlord, concurrently with Tenant's payments under this Lease, all taxes (including, without limitation, sales tax), or other charges,that are imposed upon any payment to be made by Tenant to Landlord under this Lease (collectively, "Rent Taxes"). Tenant shall also be responsible for timely payment of sales tax or other taxes, if any(and for any interest and penalties assessed for untimely payment), on all payments to third parties or performance by Tenant under the Lease. All sums of money as shall become due and payable by Tenant to Landlord under this Lease, including, without limitation, Base Rent, Taxes, Operating Expense Rent, Electricity Costs (as hereinafter defined), and Parking Charges, if any, shall be deemed Additional Rent, which Tenant shall be obligated to pay. Landlord shall have the same remedies for default in the payment of Additional Rent as are available to Landlord in the case of a default in the payment of Base Rent. All Base Rent, Operating Expense Rent, Additional Rent, and all other sums payable hereunder are sometimes collectively referred to as "Rent." 5.5. Late Fee/Default Interest. Any installment of Rent not paid when due and payable shall bear interest at eighteen percent (18%) per annum from the date due until paid, and shall be subject to a late charge in the amount equal to five percent (5%) of all amounts due. In the event any check, bank draft or negotiable instrument given for any payment under this Lease shall be dishonored at any time for any reason whatsoever not attributable to Landlord, Landlord shall be entitled, in addition to any other remedy that may be available,to an administrative charge of two hundred fifty dollars ($250.00). 10 5.6. Proration: If for any reason other than the default of Tenant,this Lease commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month or year, the amount of Rent payable by Tenant for such partial month or year will be prorated on a per diem basis,as applicable. 5.7. Electricity: hl addition to Base Rent and Operating Expense Rent, Landlord shall separately meter Tenant's electrical usage in the Premises, and Tenant shall timely pay the cost of all electrical usage with respect to the Premises ("Electricity Costs") directly to the applicable utility provider. Provided, however, if the Premises are not separately metered, Landlord will allocate the Electricity Costs among the several premises sharing the same meter in a fair and equitable manner. Tenant's use of electric energy in the Premises shall not at any time exceed the capacity of any of the electrical conductors and equipment in or otherwise servicing the Premises. In order to insure that such capacity is not exceeded and to avert possible adverse effect upon the Premises electrical service, Tenant shall not, without Landlord's prior written consent in each instance (which shall not be unreasonably withheld), connect any additional fixtures, appliances or equipment to the Building's electric distribution system or make any alteration or addition to the electric system of the Premises existing on the Commencement Date. Should Landlord grant such consent, all additional risers or other equipment required therefor shall be provided by Landlord and the cost thereof shall be paid by Tenant upon Landlord's demand as Additional Rent hereunder. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electric energy furnished to the Premises by reason of any requirement, act or omission of the public utility serving the Building with electricity or for any other reason not attributed to Landlord. 6. USE OF PREMISES: 6.1. Quiet Enjoyment. Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof provided that Tenant timely pays the Rent within any applicable notice and grace period, and timely performs and observes all of Tenant's covenants and agreements herein contained. This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of Landlord's interest hereunder. Tenant acknowledges and agrees that the Property renovations do not violate any covenant of quiet enjoyment or any other terms and conditions of this Lease. 6.2. Effect on Insurance: Tenant shall not use any portion of the Premises for purposes other than those specified in Paragraph 1 and no use shall be made or permitted to be made upon the Premises, nor acts done, which would cause cancellation of any insurance policies covering the Property. If Landlord's insurance premiums increase due to Tenant's activity, Landlord may elect to charge Tenant directly for such additional cost as Additional Rent hereunder and Tenant shall pay Landlord for the same within ten (10) days after written demand thereof,together with all sales and use taxes. 6.3. Miscellaneous Restrictions: Tenant will not use the Premises for or permit in the Premises any offensive, noisy, or dangerous trade, business, manufacture or occupation or interfere with the business of any other tenant in the Property. Tenant agrees not to cause, permit or suffer any waste or damage, disfigurement or injury to the Premises or the fixtures or equipment thereof or the Common Areas. Tenant will not use the Premises for washing clothes or cooking (except for a small kitchenette customarily 11 located in an office) and nothing will be prepared, manufactured or mixed in the Premises, which might emit any offensive odor into the Property . Tenant will not obstruct the Common Areas in the Property or use the same for business operations or advertising. Tenant will not use the Premises for any purpose which would cause structural loads to be exceeded or adversely affect the mechanical, electrical, plumbing or other base building systems. Tenant will at all times comply with the rules and regulations of the Property attached hereto as Schedule 4 and with such additional rules and regulations as may be commercially reasonably adopted by Landlord from time to time. 6.4. Prohibited Uses. In addition, and not by way of limitation of the restrictions on use set forth herein, Tenant shall not use or permit the use of the Premises in any manner, nor shall Tenant keep the Premises in such a condition, which violates any Legal Requirements (as defined in Paragraph 2) now in effect or hereafter promulgated regulating the use, condition or occupancy of the Premises, or the conduct of Tenant's employees and agents, and Tenant, at its sole expense, shall promptly comply with all such applicable Legal Requirements and Tenant will indemnify, defend and hold harmless Landlord from any failure to materially comply with any Legal Requirements and from all fines, suits, proceedings, claims, demands or actions of any kind arising out of or in connection with the occupancy or use of the Premises by Tenant. The commencement or pendency of any state or federal court proceeding affecting the use of the Premises shall, at the option of the Landlord, be deemed a breach thereof. Tenant shall not use or permit any part of the Premises to be used for any unlawful purpose or for any purpose not approved by Landlord. Tenant shall not use or permit the use of the Premises in any manner, which will tend to create waste or a nuisance or will tend to interfere with, annoy, or disturb Landlord or any occupants of adjoining premises. 6.5. Temporary Closure. Notwithstanding anything contained in this Lease to the contrary, should Landlord determine in its reasonable opinion that an emergency or force majeure condition exists that threatens the Building or Property or any of the tenants or persons therein, or any of their property (e.g. an impending hurricane, a bomb threat to the Building and/or Property), including but not limited to emergencies caused by persons or natural conditions outside of Landlord's control, Landlord shall have the right to close the Building and/or the Property and require all tenants, including Tenant, to evacuate the Building until such emergency ceases to exist. Such closure shall not affect Base Rent, any other Rent or the Lease Term. Further, during the Property renovations, Landlord, in its sole and absolute discretion, may close portions of the Building, parking areas and/or Property to facilitate the safe completion of the Property renovations, and such closure shall not affect the Base Rent, or any other Rent or the Lease Term. 6.6. 24 Hour Access. Subject to the right of Landlord to make temporary closures as provided above, Tenant shall have access to the Premises fifty-two (52) weeks a year, seven (7) days a week, twenty-four (24) hours a day (except during events of force majeure) via access keys. Landlord shall provide Tenant the number of access keys stated in Section 1.17. However, any lost, damaged, or stolen keys shall be replaced at a cost,which shall be paid by Tenant, of$50.00 per key plus sales tax. 12 7. PARKING: Tenant's Parking Rights: Subject to the rules and regulations of the Property, Tenant shall be entitled to the number of unreserved Parking Spaces set forth in Paragraph I above. Tenant and its authorized representatives will park their cars only in areas specifically designated for that purpose by Landlord. Within five (5) days after written request by Landlord or any parking space operator, Tenant will furnish to Landlord the license numbers assigned to its cars and the cars of all of its authorized representatives. If Tenant or its authorized representatives fails to park their cars in the designated parking areas, Landlord may charge Tenant as and for liquidated damages thirty dollars ($30.00) per each day or partial day for each car parked in area other than those designated. Tenant will not park or permit the parking of any vehicles adjacent to loading areas so as to interfere in any way with the use of such areas. Only automobiles and pickup trucks will be permitted in the parking areas. Landlord reserves the right to relocate Parking Spaces from time to time upon written notice to Tenant. Landlord will have the right to institute reasonable procedures and/or methods to enforce the Terms of this Paragraph, including but not limited to, a card access system,the hiring of parking attendants or a management company. 8. SIGNAGE: Landlord, at Tenant's sole cost and expense, will install and maintain all letters or numerals on the entrance doors for the Premises. All such letters and numerals shall be in the form specified by Landlord, and no other shall be used or permitted on the Premises. If a Tenant directory exists at the Building, Landlord shall include Tenant's name in the directory. Without Landlord's prior written approval, Tenant shall not place any signs within the Premises, which are visible from the outside of the Premises. Landlord shall provide signage criteria. 9. ASSIGNMENT AND SUBLETTING: 9.1. Prohibition. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Landlord, which consent shall not be unreasonably withheld, provided Tenant is not in default under the Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if (i) Landlord is not satisfied with the financial condition, identity, reputation or business character of the proposed assignee or sublessee, (ii)the proposed assignee or sublessee is an existing tenant of the Building, (iii) the identity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive given by Landlord to another Tenant, (iv)the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, or if Landlord or its agents have shown any space in the Property to or attempted to negotiate lease Terms with such proposed assignee or sublessee regarding other available space in the Property within the preceding six (6) months of the proposed amendment. Any change in the majority ownership, interest or control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar type entity, shall constitute an assignment for purposes of this Paragraph. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant, any Guarantor(s), or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant 13 hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for in Paragraph I above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or sublease. Provided Tenant is not in default or in breach of any of the covenants and conditions of this Lease and subject to the provisions of this Article and Section 1.11 (if there is any conflict with Section 1.11,the requirements of Section 1.11 shall prevail), Landlord shall not unreasonably withhold its consent to the subletting of the Premises, or any part thereof, on the said terms and conditions as are set forth in this Lease. Tenant shall provide to Landlord (i) The name of the proposed subtenant; (ii) The nature and character of the proposed subtenant's business; (iii) A copy of the proposed sublease, together with an affidavit from Tenant stating that the copy submitted sets forth all of the terms and conditions of the agreement with the proposed sublessee and that the terms and conditions are the same as those contained in this Lease or that modifications have been made, setting forth the specifics of the modifications, including, without limitation, changes in the rent to be paid thereunder, if any; and (iv) Such reasonable financial information as Landlord may request regarding the proposed subtenant. In the event that Landlord shall consent to a proposed sublease or assignment, (a) Landlord shall have the right, at Landlord's election, to exercise its consent by agreeing to execute a new Lease with the proposed new sublessee or assignee on the terms and conditions set forth in the proposed sublease or this Lease, and to release Tenant from its obligations hereunder; (b) With respect to a subletting, unless Landlord exercises its option under subsection (a) above, Tenant shall remain fully liable for the performance of all of Tenant's obligations hereunder notwithstanding any subletting. Without limiting the generality of the foregoing, Tenant shall remain fully responsible and liable to Landlord for all acts and omissions of any subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease and any such violation shall be deemed to be a violation by Tenant. Furthermore, no subletting shall relieve Guarantor, if any, of its responsibilities. With respect to an assignment, unless Landlord exercises its option under subsection (a) above, notwithstanding any agreement by an assignee to assume the obligations of Tenant hereunder, Tenant and immediate or remote successors in interest of the Tenant herein named, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's obligations hereunder, and no assignment shall relieve Guarantor, if any, of its responsibilities. 9.2. Consent Process. If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or part of the Premises, Landlord may, at its option: (i) approve such sublease or assignment (but no approval of an assignment or sublease shall relieve Tenant of any liability hereunder); (ii) negotiate directly with the proposed subtenant or assignee and, in the event Landlord is able to reach agreement with such proposed subtenant or assignee, upon execution of a lease with such subtenant or assignee, terminate this Lease (in part or in whole, as appropriate) upon thirty (30) days' notice; (iii) recapture the Premises or applicable portion thereof from Tenant and terminate this Lease (in part or in whole, as appropriate) upon thirty (30) days' notice in which case Landlord shall be permitted to lease the Premises to any third party; or (iv) if Landlord should fail to notify Tenant in writing of its decision within a thirty (30) day period after Landlord is notified in writing of the proposed assignment or sublease, Landlord shall be 14 deemed to have refused to consent to such assignment or subleasing, and to have elected to keep this Lease in full force and effect. If Landlord consents to any assignment or sublease, Tenant shall pay to Landlord, on demand as additional Rent, an administrative fee of one thousand dollars ($1,000.00) and will reimburse Landlord for all reasonable attorneys' fees and costs associated with Landlord's consent to the assignment or sublease. 9.3. No Profit. All cash or other consideration received by Tenant as the proceeds of any assignment or sublease of Tenant's interest in this Lease and/or the Premises, whether consented to by Landlord or not, shall be paid to Landlord, notwithstanding the fact that such proceeds exceed the Rent due hereunder, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. This covenant and assignment shall benefit Landlord and its successors in ownership of the Building and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee or purchaser of Tenant's interest in this Lease, by occupying the Premises and/or assuming Tenant's obligations hereunder, shall be deemed to have assumed liability to Landlord for all amounts paid to persons other than Landlord in consideration of any such sale, assignment or subletting, in violation of the provisions hereof. 10. MAINTENANCE,REPAIRS,ALTERATIONS: 10.1. Tenant's Obligations: Except for the completion of any Work by Landlord pursuant to the Work Letter attached hereto as Schedule 3, if any, Tenant has agreed to accept the Premises in its "AS IS" condition without any representation or warranty of any kind. Tenant acknowledges that the Premises are in good order and repair, unless otherwise indicated herein. Tenant shall, at its own expense and at all times,maintain the Premises in good and safe condition. Tenant, at Tenant's expense, shall be responsible for all maintenance and repairs required in the Premises, except any electrical wiring, plumbing and heating, ventilation, and air conditioning ("HVAC") installations and any other Building systems or Building equipment located outside the Premises, roof, exterior walls, structural foundations, parking areas and other Common Areas, which shall be maintained and repaired by Landlord and included in Operating Expenses. Notwithstanding the foregoing, Tenant shall be responsible for maintaining and repairing any special electrical wiring, telecommunications or computer cabling, supplemental HVAC equipment, custom flooring, custom wall surfaces, custom light fixtures, custom plumbing fixtures or the like exclusively serving the Premises and which are not Building standard. 10.2. Limits on Alterations: Tenant may not make any improvement or alteration to the Premises which is structural or which is visible from outside of the Premises or which may affect building systems without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole discretion. Provided, however, Tenant may make non-structural improvements or alterations to the interior of the Premises (such as cosmetic changes including painting,wallpaper, and carpeting)costing less than $5,000 per calendar year. Prior to the commencement of any repair, improvement, or alteration, Tenant shall give Landlord at least thirty (30) days written notice. All alterations will be made by a licensed and insured contractor approved by Landlord and performed in a good and workmanlike manner in compliance with all 15 applicable laws. Tenant shall be responsible for obtaining all governmental permits for such alterations prior to commencement of any work as well as all approvals and certificates of occupancy therefor and Tenant shall provide a copy of the same to Landlord promptly. All materials shall be of a quality comparable to or better than those in the Premises and shall be in accordance with plans and specifications approved by Landlord. Tenant agrees that any cabling installed during the Term of this Lease or by or on behalf of Tenant shall meet the requirements of the National Electrical Code and all other applicable national, state and local fire and safety codes. Landlord may condition its consent to any improvements or alterations upon Tenant's obtaining such lien releases, waivers, bonds, and insurance as Landlord shall require. Any and all alterations by Tenant, whether or not Landlord's consent is required, shall be subject to the terms of Article 19 herein. 10.3. Liens: Tenant will pay all costs of construction done by it or caused to be done by it on the Premises as permitted by this Lease. Tenant will keep the Property free and clear of all construction, mechanic's, materialman's, laborer's and supplier's liens, resulting from construction done by or for Tenant. The interest of Landlord in the Premises and the Property shall not be subject to liens for improvements made by Tenant. Any lien filed by any contractor, materialman, laborer or supplier performing work for Tenant shall attach only to Tenant's interest in the Premises. Tenant agrees to indemnify, defend and hold harmless Landlord from and against any and all costs and liabilities (including attorneys' fees and expenses) and any and all construction, mechanics', materialman's, laborer's or supplier's liens arising out of or pertaining to any improvements or construction done by Tenant. All persons and entities contracting or otherwise dealing with Tenant relative to the Premises or the Property are hereby placed on notice of the provisions of this Paragraph, and Tenant shall further notify in writing such persons or entities of the provisions of this Paragraph prior to commencement of any Tenant work in the Premises. If any construction, mechanic's, materialman's, laborer's or supplier's lien is ever claimed, fixed or asserted against the Premises or any other portion of the Property in connection with any such Tenant work, Tenant shall, within ten (10) days after receipt by Tenant of notice of such lien, discharge same as a lien either by payment or by posting of any bond as permitted by law. If Tenant shall fail to discharge any such lien, whether valid or not, within ten (10) days after receipt of notice from Landlord, Landlord shall have the right, but not the obligation, to discharge such lien on behalf of Tenant and all costs and expenses incurred by Landlord associated with the discharge of the lien, including, without limitation, attorneys' fees, shall constitute additional Rent hereunder and shall be immediately due and payable by Tenant. 10.4. Surrender of Premises: On the last day of the Term hereof or on any sooner termination, Tenant shall surrender the Premises to Landlord in good order, condition and repair, ordinary wear, tear and casualty excepted, and clear and free of debris. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant's trade fixtures, furnishings and equipment. Any of Tenant's property remaining in the Premises after the expiration or earlier termination of this Lease shall be deemed abandoned by Tenant, and Landlord, in addition to all other rights and remedies it may have, shall have the right to keep in place and use all of such property in the Premises and/or remove any or all of such property from the Premises, which may then be disposed of, or stored at the cost of and for the account of Tenant. Landlord shall not be responsible for the care or safekeeping of any such property and Tenant waives any 16 claim against Landlord relating thereto. The provisions of this subaragraph shall survive the expiration or earlier termination of this Lease. 11. ENTRY AND INSPECTION: Tenant shall permit Landlord or Landlord's agents to enter upon the Premises at reasonable times upon verbal notice for the purpose of inspecting the same, performing any services required of Landlord hereunder and showing the Premises to potential and existing mortgagees and purchasers and prospective tenants of other space in the Property. Notwithstanding the foregoing, Landlord is not required to give notice to Tenant if Landlord must enter the Premises because of an emergency or for the provision of janitorial services. Tenant will permit Landlord at any time within one hundred and eighty (180) days prior to the expiration or early termination of this Lease, to enter upon the Premises and to permit potential tenants to inspect the Premises. 12. INDEMNIFICATION: 12.1. Indemnification. Subject to Paragraph 15 below, Tenant agrees to and shall indemnify, defend and hold harmless Landlord from and against any and all claims, demands, losses, damages, costs and expenses (including attorneys' fees and expenses at all levels) or death of or injury to any person or damage to any property whatsoever arising out of Tenant's negligent acts or omissions, Tenant's willful misconduct, or relating to Tenant's breach or default under this Lease, including, but not limited to, Tenant's breach of Paragraph 20 below or Tenant's use or occupancy of the Premises or caused by Tenant or its agents, employees or invitees unless proximately caused by the gross negligence of Landlord. Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co-tenant or other occupant of the Property or by any owner or occupant of adjoining or contiguous property. Tenant agrees to pay for all damage to the Property as well as all damage to tenants or occupants thereof caused by misuse or neglect of said Premises, its apparatus or appurtenances or the Common Areas, the Building or the Property, by Tenant or Tenant's employees, agents and invitees. The provisions of this Paragraph 12.1 shall survive the termination of this Lease. 13. TENANT'S INSURANCE: At all times during the Term of this Lease, Tenant shall, at its sole expense,procure and maintain the following types of insurance coverage: 13.1. Commercial General Liability: Commercial General Liability insurance, including Bodily Injury and Property Damage Liability, Products and Completed Operations, Personal and Advertising Injury Liability, Flood Insurance and Fire Damage Liability against any and all damages and liability, including attorneys' fees and expenses, on account of or arising out of injuries to or the death of any person or damage to property, however occasioned, in, on or about the Premises in amounts not less than one million dollars ($1,000,000.00) per occurrence, two million dollars ($2,000,000.00) annual aggregate, and one hundred thousand dollars ($100,000.00) Fire Damage Liability, which policy shall name Landlord as Additional Insureds; 13.2. Personal Property Insurance on an all risks basis covering one hundred percent (100%) of the replacement cost value of property at the Premises including, without limitation, leasehold improvements, trade fixtures, merchandise, furnishings, equipment, goods and inventory; 17 13.3. Loss of Rents Loss of Rents insurance for a period of not less than twelve (12) months from the date of fire or casualty, naming Landlord and the property manager as Additional Insureds; 13.4. Employer's Liability/Workers' Compensation: If and to the extent required by applicable law, Employer's Liability insurance with limits not less than five hundred thousand dollars ($500,000.00), and Workers' Compensation insurance providing statutory state benefits for all persons employed by Tenant in connection with the Premises; 13.5. Sprinkler Leakage: Insurance covering damage from leakage of sprinkler systems now or hereafter installed in the Premises in an amount not less than the current replacement cost covering Tenant's merchandise, Tenant's improvements and Tenant's trade fixtures; and 13.6. Other Insurance: Such other insurance and in such amounts as may be required by Landlord against other insurable hazards as at the time are commonly required by prudent owners of comparable office Properties in the area in which the Property is located. 13.7. Form of Insurance/Companies: All insurance provided for in Sections 13 and 14 hereof shall be in a form satisfactory to Landlord and carried with insurance companies reasonably acceptable to Landlord that are licensed or authorized to do business in the State in which the Property is located, are in good standing with the Department of Insurance in the State in which the Property is located and have a current rating issued by A.M. Best Company of not less than A-:VII, and/or whose claim paying ability is rated no lower than A by Standard & Poor's Ratings Service and A2 by Moody's Investors Service. Insurance coverage shall be written as primary policy coverage and not contributing with or excess of any coverage, which Landlord may carry, and Landlord's lender, and Landlord's managing agent shall be named as Additional Insureds with respect to Commercial General Liability and Automobile Liability, including any Umbrella or Excess policies. Tenant shall furnish Landlord at the inception of this Lease (i) a Certificate of Insurance evidencing that all such insurance is in effect and that Landlord will be given at least thirty (30) days prior written notice of cancellation or non-renewal, and (ii) proof that premiums have been paid by Tenant. Not later than fifteen (15) days prior to the expiration of any insurance policy, evidence of renewals or replacements of such policy shall be delivered to Landlord, together with proof of payment of the associated premiums. In the event Tenant shall fail to procure any contract of insurance required under the terms hereof or any renewal of or replacement for any contract of insurance that is expiring or has been canceled, Landlord may, but shall not be obligated to,procure such insurance on behalf of Tenant and the cost thereof shall be payable to Landlord as additional Rent within ten (10) days following written demand therefor. 18 14. LANDLORD'S INSURANCE: 14.1. All Risk. All insurance obtained by Landlord in connection with the Property shall be passed through to the tenants of the Property, including Tenant, as part of the Operating Expenses, and payments for losses thereunder shall be made solely to Landlord or Landlord's mortgagee as their interests shall appear. hl the event of self-insurance, the premium cost equivalency of such policy or policies shall be a part of the Operating Expenses. In the event of blanket insurance, Landlord shall reasonably allocate the portion of the blanket premium to the Operating Expenses for the Property. 14.2. Other. Landlord may purchase insurance for windstorm, flood, plate glass, sign, automobile, sinkhole, business income, Rent loss, liquor liability, terrorism, earthquake and such other insurance which Landlord or any mortgagee of Landlord may require in their sole discretion and with such deductibles as Landlord may desire. The costs of all such insurance shall be part of the Operating Expenses. Landlord may hereafter raise or lower such coverage in such amounts as may from time to time be prudent to Landlord within its sole discretion or as Landlord's mortgagee may require. 15. SUBROGATION: Each party hereto waives all rights of recovery, claims, actions or causes of actions arising in any manner in its favor and against the other party for loss or damage to the other party's property located within or constituting a part or all of the Property,to the extent the loss or damage: (a) is covered by the other party's property/casualty insurance; or (b) would have been covered by the property/casualty insurance the other party is required to carry under this Lease, whichever is greater, regardless of the cause or origin, including the sole, contributory, partial, joint, comparative or concurrent negligence of the other party. Landlord and Tenant shall each obtain from their respective insurers under all policies of property insurance maintained by either of them at any time during the Term hereof insuring or covering the Premises or Property, as applicable, a waiver of all rights of subrogation which the insurer of one party might otherwise have, if at all, against the other party. 16. UTILITIES AND SERVICES: 16.1. Services. Pursuant to the terms and conditions of this Lease, Landlord shall use all reasonable efforts to furnish (as part of the Operating Expenses) HVAC, replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures, exterior window washing, standard trash removal, sewer and waste water services five (5) days per week. Said services and utilities shall be provided during Building Hours. Notwithstanding the foregoing, Tenant shall, in a timely manner,make payments directly to the applicable utility company for the provision of any utilities that are separately metered for use in the Premises. 16.2. Temporary Interruption. Landlord reserves the right, without any liability to Tenant and without affecting Tenant's covenants and obligations hereunder, to stop or interrupt or reduce any of the services listed in this Paragraph 16 or to stop or interrupt or reduce any other services, required of Landlord under this Lease, whenever and for so long as may be necessary, by reason of(i) accidents, emergencies, strikes or the occurrence of any of the other events of force majeure, (ii) the making of repairs or changes which Landlord is required by law or is permitted by this Lease to make or in good faith deems necessary, (iii) difficulty or excessive expense in securing proper supplies of fuel, steam, 19 water, electricity, (iv) during Property renovations, or (v) any other cause beyond Landlord's reasonable control, whether similar or dissimilar to the foregoing. Landlord does not warrant that the services provided for in this Lease will be free from interruption or stoppage resulting from the above causes, and specifically no reduction, interruption or stoppage of any such services for any reason, shall ever be construed as an eviction of Tenant nor shall the same cause any abatement of the Rent payable hereunder or in any manner or for any purpose relieve Tenant from any of Tenant's obligations hereunder, and in any event, Landlord shall not be liable for any loss, cost or damage, direct or consequential, of any nature arising in connection with interruption or stoppage of any of such services or for any damage to persons or property resulting therefrom; provided, however, Landlord agrees to use reasonable diligence to resume the service or to cause the same to be resumed. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Paragraph 16. 16.3. Security. Landlord shall have no obligation to provide any security whatsoever for the Building, the Premises, the Property and/or Tenant's business therein. Tenant does hereby acknowledge and agree that it shall provide and be solely responsible for its own security, at Tenant's sole cost and expense, as may be required for the operation of Tenant's business within the Premises. Landlord shall have no liability to any Tenant and its employees, agents or invitees for losses due to theft or burglary, or for damages done by unauthorized persons in the Premises, the Building, any parking facility, or the Property or for any injury, trauma or other harm to any person, and neither shall Landlord be required to insure against any such losses. Tenant shall be responsible for all repairs and replacements of damage and/or destruction of the Premises necessitated by burglary or attempted burglary, or any other illegal or forcible entry into the Premises. Notwithstanding the foregoing, Tenant acknowledges and agrees Landlord may, but will not be required to, adopt and provide security services for the Property from time to time. Tenant shall cooperate fully in any efforts of Landlord to maintain security in the Property and shall follow all rules and regulations promulgated by Landlord with respect thereto. However, any security services that are voluntarily undertaken by Landlord may be changed or discontinued from time to time in Landlord's sole and absolute discretion, without liability to any Tenant and its employees, agents or invitees. Tenant or any of its employees, agents or invitees waive any claims it may have against Landlord arising out of any security services provided by Landlord, or the inadequacy or absence thereof, specifically including Landlord's negligence with respect to the providing or failure to provide such services. 17. CONDEMNATION: If the whole or substantially the whole of the Building or Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building and/or Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building, Premises or Property is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may, at its option, terminate this Lease by giving written notice thereof to Tenant; in which event this Lease shall terminate as of the date when physical possession of such portion of the Building,the Premises or the Property is taken by condemning authority. If this Lease is not terminated upon any such taking or sale, and if the Premises are affected,the Base Rent payable hereunder shall be diminished by an equitable 20 amount, and Landlord shall, to the extent Landlord deems feasible, restore the Building and, if affected, the Premises to substantially their former condition, but such work shall not exceed the scope of the work done by Landlord in originally constructing the Building and installing the Work, if constructed by Landlord pursuant to Schedule 3 in the Premises, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such taking. All amounts awarded upon a taking of any part or all of the Property, Building, or Premises shall belong to Landlord, and Tenant shall not be entitled to any part thereof, provided however, that Tenant shall be entitled to retain any amount separately awarded to it for its trade fixtures or moving expenses if such award to Tenant does not reduce Landlord's award. 18. TRADE FIXTURES: Any and all improvements made to the Premises during the Term hereof shall, unless Landlord requests their removal, belong to the Landlord without compensation, allowance or credit to Tenant, except movable trade fixtures of the Tenant which can be removed without defacing the Premises or any portion of the Building or Property. Notwithstanding anything contained herein to the contrary, all cabinets, built-ins, shelving and the like shall remain the property of Landlord, unless Landlord requests the removal of same at the expiration of the Lease. Tenant shall be directly responsible for taxes upon, measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant other than the initial improvements to be installed at Landlord's expense regardless of whether title to such improvements is in Tenant or Landlord. 19. DESTRUCTION OF PREMISES: 19.1. Termination or Repair. If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord if Landlord does not otherwise have actual knowledge thereof hl case the Building or the Property shall be so damaged that substantial alteration or reconstruction of the Building or the Property shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty), or in the event any mortgagee of Landlord's interest in the Building or the Property should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt, or in the event of any material uninsured loss to the Building or the Property, Landlord may, at its option,terminate this Lease by notifying Tenant in writing of such termination within 90 days after the date of such casualty. If Landlord does not elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building and any Work constructed by Landlord pursuant to Schedule 3 (as described in the Work Letter); except that Landlord's obligation to restore shall not require Landlord to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. Notwithstanding anything to the contrary contained in this Paragraph, Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damage resulting from any casualty contained under this Paragraph occurs during the final twelve (12) months of the Lease Term, and Landlord may terminate this Lease. 19.2. Abatement of Rent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such casualty damage or the repair thereof. If the Premises or any other portion of the Building or Property be damaged by fire or other casualty resulting from the fault or negligence of 21 Tenant or any of Tenant's agents, contractors, employees, or invitees,the Rent hereunder shall not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Building or Property caused thereby to the extent such cost and expense is not covered by insurance proceeds. 19.3. Last Year of Term. Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damage resulting from any casualty contained under this Paragraph occurs during the final twelve (12) months of the Lease Term, and either Landlord or Tenant may terminate the Lease upon written notice to within thirty(30) days after the occurrence of the damage or destruction. 20. EVENTS OF DEFAULT: If one or more of the following events (each an "Event of Default") occurs, such occurrence constitutes a breach of this Lease by Tenant: 20.1. Abandonment/Vacation: Tenant abandons or vacates the Premises or removes furniture, fixtures or personal property, except in the normal course of business; or 20.2. Rent: Tenant fails to pay any monthly Base Rent, Operating Expense Rent, or Additional Rent, together with all applicable sales and use taxes, as and when the same becomes due and payable, and such failure continues for more than three (3) business days after delivery of the statutory notice under Chapter 83, Florida Statutes; or 20.3. Other Sums: Tenant fails to pay any other sum or charge payable by Tenant hereunder as and when the same becomes due and payable, and such failure continues for more than fifteen(15) days after Landlord gives written notice thereof to Tenant; or 20.4. Other Provisions: Tenant fails to perform or observe any other non-monetary agreement, covenant, condition or provision of this Lease to be performed or observed by Tenant as and when performance or observance is due (or immediately if the failure involves a hazardous condition), and such failure continues for more than fifteen (15) days after Landlord gives written notice thereof to Tenant, or if the default does not involve a hazardous condition and cannot be reasonably cured within said fifteen (15) day period and Tenant fails promptly to commence with due diligence and dispatch the curing of such default within said fifteen (15) day period or, having so commenced,thereafter fails to prosecute or complete with due diligence and dispatch the curing of such default; or 20.5. Insolvency: Tenant(a) files or consents by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (b)makes an assignment for the benefit of its creditors; (c) consents to the appointment of a custodian, receiver,trustee or other officer with similar powers of itself or of any substantial part of its property; or(d)takes action for the purpose of any of the foregoing; or 20.6. Receiver: A court or governmental authority of competent jurisdiction, without consent by Tenant, enters an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Tenant, or with respect to any substantial power of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,winding up or liquidation of Tenant, or if any such petition is 22 filed against Tenant and such receivership or petition is not dismissed within sixty (60) days; or 20.7. Attachments: This Lease or any estate of Tenant hereunder is levied upon under any attachment or execution and such attachment or execution is not vacated within sixty (60) days; or 20.8. Assignment/Sublease: Tenant assigns this Lease or subleases all or any portion of the Premises in contravention of the terms and conditions of Paragraph 9. 21. REMEDIES UPON DEFAULT: 21.1. Termination: Upon the occurrence of an Event of Default under this Lease, Landlord may, at its option,terminate the Lease and repossess the Premises pursuant to the laws of the State of Florida and recover from Tenant as damages: (a) the unpaid Rent (including, but not limited to Base Rent, Additional Rent, and Operating Expense Rent), together with all sales and use taxes, and other amounts due at the time of termination plus interest thereon at the maximum lawful rate per annum from the due date until paid; (b) the present value of the balance of the Rent for the remainder of the Term after termination less the present value of the fair market value rental of the Premises for said period (both determined by applying a discount rate of the Wall Street Journal Prime Rate); and (c) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom, including,without limitation,the cost of recovering the Premises. 21.2. Landlord's Options: Landlord may,in the alternative, (i) continue this Lease in effect, as long as Landlord does not terminate Tenant's right to possession, and Landlord may enforce all its rights and remedies under the Lease, including the right to recover the Rent as it becomes due under the Lease; or (ii) terminate Tenant's right of possession (but not this Lease) and repossess the Premises pursuant to the laws of the State in which the Property is located in which event Landlord may, but shall be under no obligation to do so (except to the extent required by the laws of the State of Florida), relet the Premises for the account of Tenant for such Rent and upon such terms as shall be satisfactory to Landlord. For purpose of such reletting Landlord is authorized by Tenant to decorate or to make any repairs, changes, alterations or additions in or to the Premises that may be necessary or convenient, at Tenant's expense. Tenant shall also be responsible for Rent for the period that the Premises are vacant and all costs of re-letting, including, without limitation, brokerage commissions and attorneys' fees. Tenant shall be liable for any deficiency of such rental below the total rental and all other payments herein provided for the unexpired balance of the Term of this Lease. If said breach of the Lease continues, Landlord may, at any time thereafter, elect to terminate the Lease; or (iii) exercise any and all other rights and remedies available to Landlord at law or in equity. 23 22. SECURITY DEPOSIT: The Security Deposit set forth in Paragraph 1, if any, shall secure the performance of the Tenant's obligations hereunder. Landlord may, but shall not be obligated to, apply all or portions of the Security Deposit on account of Tenant's obligations hereunder. In the event that Landlord applies all or a portion of the Security Deposit to Tenant's obligations hereunder, Tenant shall be obligated, within ten (10) days after receipt of notice from Landlord, to deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full amount stated in Paragraph 1 above. Failure to deposit such cash shall be a default under the Terms of this Lease. Provided Tenant is not in default, any balance remaining upon termination shall be returned to Tenant. Tenant shall not have the right to apply the Security Deposit in payment of the last month's Rent. No interest shall be paid by Landlord on the Security Deposit. In the event of a sale of the Property, Landlord shall have the right to transfer the Security Deposit to the purchaser, upon such transfer Landlord shall have no further liability with respect thereto, and Tenant agrees to look solely to such purchaser for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit in a segregated account, and the Security Deposit may be commingled with other funds of Landlord. 23. LIEN FOR RENT: Tenant hereby grants to Landlord a lien and security interest on all furnishings, equipment, fixtures, inventory, accounts receivable, licenses and other personal property of any kind of Tenant now or hereafter placed in or upon the Premises, and such property shall be and remain subject to such lien and security interest of Landlord for payment of all Rent and other sums agreed to be paid by Tenant herein. The provisions of this Paragraph relating to such lien and security interest shall constitute a security agreement under and subject to the laws of the State in which the Property is located so that Landlord shall have and may enforce a security interest on all property of Tenant now or hereafter placed in or on the Premises, in addition to and cumulative of the Landlord's liens and rights provided by law or by the other Terms and provisions of this Lease. Notwithstanding anything contained herein to the contrary, Landlord's lien rights granted hereunder shall automatically be subordinate to the rights of any equipment or personal property lessor with respect to the equipment or personal property leased by it to Tenant. Tenant agrees to execute as debtor such financing statement or statements and other documents as Landlord may now or hereafter request. Landlord may at its election at any time file a copy of this Lease as a financing statement. Notwithstanding the above, Landlord shall neither sell nor withhold from Tenant, Tenant's business records and Landlord's lien rights shall not apply with respect to any property that is leased to Tenant. 24. LIMITATION ON LANDLORD'S PERSONAL LIABILITY: Tenant specifically agrees to look solely to Landlord's interest in the Property for the recovery of any judgment from Landlord, it being agreed that Landlord (and any officers, shareholders, partners, members, managers, directors, employees, affiliates, subsidiaries or parents of Landlord) shall never be personally liable for any such judgment. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Property, Building and/or Premises referred to herein, and in such event and upon such transfer, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations 25. ATTORNEYS' FEES: In the event there is any legal action or proceeding between Landlord and Tenant to enforce any provision of this Lease or to protect or establish any right or remedy of either Landlord or Tenant hereunder,the unsuccessful party to such action or proceeding will pay to the prevailing party all costs and expenses, including reasonable attorneys' fees at all tribunal levels (including allocated costs of Landlord's attorney), incurred by such prevailing party in such action or proceeding and in any appearance in connection therewith, and if such prevailing 24 party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys' fees will be determined by the court handling the proceeding and will be included in and as a part of such judgment. 26. WAIVER: No failure of Landlord to enforce any term hereof shall be deemed to be a waiver. The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement contained herein or to exercise any option, right, power, or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. No payment by Tenant or receipt by Landlord of a lesser amount than the applicable Rent payment due under this Lease shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy in this Lease provided. No agreement to accept a surrender of all or any part of the Premises shall be valid unless in writing and signed by Landlord. The delivery of keys to an employee of Landlord or its agent shall not operate as a termination of this Lease or a surrender of the Premises. If Tenant shall at any time request Landlord to sublet the Premises for Tenant's account, Landlord or its agent is authorized to receive said keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord from any liability for loss or damage to any of the Tenant's Property in connection with such subletting. 27. SEVERABILITY: If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Term hereof, then it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of both parties that in lieu of each clause or provision that is illegal, invalid or unenforceable, there shall be added as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. The inadvertent failure to attach any exhibit (or schedule or addendum) described in this Lease to the fully executed version hereof shall not render this Lease invalid, incomplete, or ineffective in any way. Upon notice from one party to the other, Landlord and Tenant shall cooperate in good faith to provide any missing information regarding such missing exhibit (or schedule or addendum) and shall both append the missing exhibit (or schedule or addendum)to their respective fully executed original of the Lease. 28. NOTICES: Unless otherwise set forth in this Lease, any notice, demand, or request to be given under this Lease (i) may be given by either party or its attorney or agent, (ii) shall be in writing, and (iii) shall be deemed to have been properly given (a) on the date delivered personally (including by courier), (b) one (1) business day following deposit with a nationally recognized overnight delivery service, (c) three (3) business days following deposit with the United States Postal Service (designated certified mail, return receipt requested, bearing adequate postage and addressed as designated in Paragraph 1 of the Lease), or (d) upon refusal of delivery by the recipient. Landlord's address for notices may be changed by ten (10) days prior written notice from time to time. The foregoing notice provisions shall in no way prohibit notices from being given as provided by statute or in the rules or civil procedure of the state in which the Building is located, as the same may be amended from time to time (including by posting notice on the door of the Premises) and any notice so given shall constitute notice herein. 29. HOLDING OVER: Any holding over after the expiration or termination of this Lease shall be construed as a tenancy at sufferance at a rental of twice the Base Rent and Operating Expense 25 Rent for the month of the Lease Term preceding the month in which the expiration or termination occurred. In the event Tenant shall be or become a holdover tenant, Tenant shall also indemnify Landlord against all claims for damages against Landlord as a result of Tenant's possession of the Premises, including,without limitation, claims for damages by any tenant to whom Landlord may have leased the Premises, or any portion thereof, for a Term commencing after the expiration or termination of this Lease. 30. TIME: Time is of the essence with respect to the obligations of any parry under this Lease. 31. HEIRS,ASSIGNS, SUCCESSORS: This Lease is binding upon and inures to the benefit of the assigns and successors in interest of Landlord and is binding upon and inures to the benefit of Tenant and Tenant's heirs and successors and, to the extent assignment may be approved by Landlord hereunder, Tenant's assigns. 32. SUBORDINATION: This Lease is and shall always be subject and subordinate to the lien of any mortgages which are now or shall at any future time be placed upon the Property, the Premises or Landlord's rights hereunder, and to any renewals, extensions, modifications or consolidations of any such mortgage. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant, at Landlord's request, shall execute promptly any appropriate certificate or instrument that Landlord may reasonably request. 33. ESTOPPEL CERTIFICATE: Tenant shall at any time upon not less than five (5) days prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing on the form provided by Landlord: (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect),the amount of any security deposit, and the date to which the Rent and other charges are paid in advance, if any; and(ii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by a prospective purchaser or encumbrancer to the Premises. At Landlord's option, Tenant's failure to deliver such statement within such time shall be an Event of Default under this Lease or shall be conclusive upon Tenant: (i) that this Lease is in full force and effect, without modification, except as may be represented by Landlord; (ii)that there are no uncured defaults in Landlord's performance; and (iii) that not more than one month's Rent has been paid in advance or such failure may be considered by Landlord as a default by Tenant under this Lease. 34. FINANCIAL STATEMENTS. Tenant shall furnish Landlord, within ten (10) business days after Landlord's request therefor, the most recent financial statement of Tenant. Unless: (i) Landlord has reason to believe there has been a material reduction in the financial worth of any of such parties; or (ii) requested by any current or proposed lender, investor or purchaser of Landlord or the Building, such financial statement(s) shall not be required to be furnished more than twice each calendar year. If Tenant is a publicly traded company and Tenant's financial information is publicly available, Tenant shall not be obligated to deliver annual financial statement(s). 35. REPRESENTATIONS; AUTHORITY: 35.1. Tenant. Tenant represents and warrants that: (i) there are no proceedings pending or, to the knowledge of Tenant, threatened before any court or administrative agency that 26 would materially adversely affect the ability of Tenant to enter into this Lease or the validity or enforceability of this Lease; (ii) there is no provision of any existing mortgage, indenture, contract or agreement binding on Tenant which would conflict with or in any way prevent the execution, delivery or performance of the terms of this Lease; (iii) if Tenant is a corporation, limited liability company, partnership or other legal entity, the person executing this Lease on behalf of Tenant represent and warrant that this Lease has been authorized and approved by the appropriate officers, members, managers, partners, beneficiaries, shareholders or other beneficial owner(s) of Tenant as may be required by law; (iv) Tenant is in good standing, qualified to do business in the state in which the Property is located; (v) Tenant has full right, power and lawful authority to execute, deliver and perform its obligations under this Lease, in the manner and upon the terms contained herein, and to grant the estate herein demised, with no other person needing to join in the execution hereof in order for this Lease to be binding on Tenant; and (vi) the financial information provided by Tenant to Landlord materially and accurately depicts the financial condition of Tenant as of the Effective Date of this Lease. 35.2. Landlord. Landlord represents and warrants to Tenant that Landlord has full right, power and lawful authority to execute, deliver and perform its obligations under this Lease, in the manner and upon the terms contained herein, and to grant the estate herein demised. 36. JOINT AND SEVERAL LIABILITY: In the event that more than one person or entity executes the Lease as Tenant, all such persons and entities shall be jointly and severally liable for all of Tenant's obligations hereunder. 37. FORCE MAJEURE: Landlord shall be excused for the period of any delay in the performance of any obligations hereunder when prevented from doing so by cause or causes beyond Landlord's absolute control which shall include, without limitation, all labor disputes, civil commotion, civil disorder, riot, civil disturbance, war, war-like operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations, orders, moratoriums or controls, fire or other casualty, inability to obtain any material, services or financing or Acts of God. 38. RECORDING: Tenant shall not record this Lease, or any memorandum or short form thereof. 39. BROKERS: Landlord and Tenant each represent and warrant one to the other that except as the Broker set forth in Paragraph 1, neither of them has employed, engaged or dealt with any broker, agent or finder in connection with the negotiations of the Terms of this Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify and to hold harmless each other against any loss, expense or liability with respect to any claims for commissions, finder's fees or brokerage fees arising from or out of any breach of the foregoing representation and warranty. Landlord shall be responsible for paying any commission due Landlord's Broker in connection with this transaction pursuant to a separate written agreement between them. Landlord's Broker shall be responsible for any payment due to Tenant's Broker pursuant to a separate written agreement between Landlord's Broker and Tenant's Broker. Tenant hereby certifies that Tenant's Broker is a duly licensed Florida Real Estate Broker. 27 40. ENTIRE AGREEMENT: The foregoing, together with all Exhibits and Schedules attached hereto, constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties. 41. GOVERNING LAW: This Lease shall be construed in accordance with the laws of the State in which the Property is located. Exclusive venue in any legal proceeding related to or arising out of this Lease shall be in the county and state where the Premises are located, and Tenant submits to personal jurisdiction and venue in such forum. 42. EFFECT OF DELIVERY OF THIS LEASE: LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR TENANT'S REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT CONSTITUTE AN OFFER TO TENANT OR OPTION TO LEASE. THIS LEASE SHALL NOT BE EFFECTIVE UNTIL A FULLY EXECUTED COPY OF THIS LEASE HAS BEEN DELIVERED TO BOTH LANDLORD AND TENANT. 43. WAIVER OF THE RIGHT TO TRIAL BY JURY: LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY HEREINAFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE OR THE LEASED PREMISES WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. 44. BANKRUPTCY: Landlord and Tenant understand that, notwithstanding certain provisions to the contrary contained herein, a trustee or debtor in possession under the Bankruptcy Code may have certain rights to assume or assign this Lease. Landlord and Tenant further understand that, in any event, Landlord is entitled under the Bankruptcy Code to adequate assurances of future performance of the provisions of this Lease. The parties agree that, with respect to any such assumption or assignment,the term "adequate assurance" shall include at least the following: 44.1. In order to assure Landlord that the proposed assignees will have the resources with which to pay all Base Rent, Operating Expense Rent or other sum payable by Tenant pursuant to the provisions of this Lease, any proposed assignee must have, as demonstrated to Landlord's satisfaction, a net worth (as defined in accordance with generally accepted accounting principles consistently applied) of not less than the net worth of Tenant on the date this Lease became effective, increased by seven percent (7%), compounded annually, for each year from the Commencement Date through the date of the proposed assignment. It is understood and agreed that the financial condition and resources of Tenant were a material inducement to Landlord in entering into this Lease. Any proposed assignee must have been engaged in the conduct of business for the 5 years prior to any such proposed assignment, which business does not violate the Permitted Use, and such proposed assignee shall continue to engage in the Permitted Use and will not cause Landlord to be in violation or breach of any provision in any other lease, financing agreement, operating agreement or other agreement relating to the Property. It is understood and agreed that Landlord's asset will be substantially impaired if the trustee in bankruptcy or any assignee of this Lease makes any use of the Premises other than the Permitted Use. 28 45.3 Any proposed assignee of this Lease must assume and agree to be personally bound by the provisions of this Lease. 45. SURVIVAL: Anything contained in this Lease to the contrary notwithstanding, the expiration or termination of the Term of the Lease, whether by lapse of time or otherwise, shall not relieve Tenant from Tenant's obligations accruing prior to the expiration or termination of the Term, all of which shall survive the same, whether or not same is expressly stated in the particular paragraph of this Lease, including,without limitation, Tenant's obligations with respect to: (i)the payment of Rent, (ii) any provisions of this Lease with respect to indemnities of Landlord made by Tenant; and (iii) the removal of all property of Tenant required to be removed hereunder and the repair of all damage to the Premises caused by such removal at the expiration or termination of this Lease to the extent required hereunder. 46. COUNTERPARTS: This Lease may be executed in any number of counterparts, which when taken together shall constitute one complete document. 47. TELECOM: Tenant understands and agrees that Landlord, in its reasonable discretion, expressly reserves the right to grant or deny access (to the Property or any portion thereof, including without limitation, any tenant's premises) to any telecommunications service provider whatsoever, and that Tenant shall not have the right to demand or require Landlord to grant such access to any such telecommunications service provider. Further, Tenant expressly understands and agrees that notwithstanding anything to the contrary contained herein, Tenant shall not have the right to use the risers, raceways, conduits, or mechanical rooms in the Building for telecom purposes without Landlord's express written consent, which consent Landlord may withhold or condition in its reasonable discretion. 48. CONFIDENTIALITY: Tenant agrees, on behalf of Tenant and Tenant's employees, agents, contractors, consultants, partners, affiliates, assignees and subtenants,not to disclose the terms of this Lease or the results of any audit of Landlord's books and records under this Lease to any third party except (i) legal counsel to Tenant, (ii) any assignee of Tenant's interest in this Lease or any subtenant of Tenant relative to the Premises (or any portion thereof), (iii) as required by applicable law or by subpoena or other similar legal process, or (iv) for financial reporting purposes. 49. DAYS: Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 50. OFAC REPRESENTATION: For purposes hereof, "List" shall mean the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and "OFAC" shall mean the Office of Foreign Assets Control, Department of the Treasury. Each party represents and warrants to the other that (i) each Person owning a ten percent (10%) or greater interest in such party is (A) not currently identified on the List, and (B) is not a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States and (ii) each party has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. Each party shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall use reasonable efforts to notify the other in writing if any of the 29 forgoing representations, warranties or covenants are no longer true or have been breached or if such party has a reasonable basis to believe that they may no longer be true or have been breached. In addition, at the request of a party, the other party shall provide such information as may be requested by the requesting to determine the other party's compliance with the terms hereof. 51. TENANT REQUESTS: Landlord shall accept or reject any request by Tenant to sign any agreement that is ancillary to this Lease in Landlord's sole and absolute discretion (including without limitation, an agreement to subordinate a lien held by Landlord in favor of a third-party lender, an agreement relating to an assignee or subtenant of Tenant, or an estoppel letter request by Tenant). Tenant shall promptly reimburse Landlord, as additional Rent, for any costs incurred by Landlord in connection with the negotiation, preparation, review, or execution any such agreement, including without limitation, Landlord's attorneys' fees or the allocated costs of Landlord's in-house counsel. 52. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 53. NO OTHER REPRESENTATIONS. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant who, is executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this Lease and shall expressly refer to this Lease. This Lease and said other written agreements made concurrently herewith are hereinafter referred to as the "Lease Documents." It is understood and agreed that all understandings and agreements heretofore had between the parties are merged in the Lease Documents, which alone fully and completely express their agreement and that the same are entered into after full investigation, neither party relying upon any statement or representation not embodied in the Lease Documents made by the other. 54. GUARANTY This Lease shall not become effective until the Guarantor has executed the Guaranty Agreement in the form of Schedule 6 attached hereto. The Guaranty shall be executed simultaneously herewith as a prior inducement to Landlord to enter herein. By execution of this Lease, Guarantor represents and warrants to Landlord that it has read this Lease and is familiar with the contents thereof. 56. LANDLORD'S WORK; TENANT'S WORK. (a) Landlord's Work. Landlord shall duly undertake and complete using new and first class materials, those certain items of work designated on the attached Landlord Work Letter, Schedule 3, on or before delivery of possession of the Premises to Tenant. Such items of work are defined herein as "LANDLORD'S WORK" and shall include all improvements to the Premises described in the Landlord Work Letter. (b)Tenant's Work. All other materials, work, labor, fixtures and installations required for completion of the interior of the Premises and the operation of Tenant's business therein 30 shall be promptly furnished and performed by Tenant, at Tenant's own cost and expense ("TENANT'S WORK"). Tenant agrees to apply for and diligently pursue obtaining any and all permits necessary for the construction and completion of Tenant's Work ("TENANT'S PERMITS"), including, without limitation, filing plans and specifications ("TENANT'S PLANS") that are substantially in compliance with all applicable code requirements and that have been reasonably approved by Landlord. Tenant shall submit Tenant's Plans to Landlord within ten (10) days following receipt and approval of Landlord's Plans. Tenant shall indemnify, protect, defend, and hold Landlord free and harmless from and against any cost, claim, demand or lawsuit relating to Tenant's Work. (c)Warranties. Landlord shall assign any and all warranties arising from new construction to Tenant to the extent that Tenant is responsible for the repair, replacement and maintenance of same and Landlord shall cooperate with Tenant in pursuing any claims regarding such warranties. Tenant is solely responsible for any low voltage wiring, telecom cabling, phone systems, security system, additional outlets and cabling other than what is necessary to code. 31 SCHEDULE I LEGAL DESCRIPTION OF PROPERTY Legal Description for Real Property Located at 625 Casa Loma Blvd, CU K (also known as Suite K or Suite 102), Boynton Beach, FL 33435 Condominium Parcel No. CU K in Building 2 of Marina Village at Boynton Beach Condominium, according to the declaration therof recorded in Official records book 20793, Page 153 and as amended thereto of the Public Records of Palm Beach County, Florida. (source: condominium documents) 32 SCHEDULE 2 FLOOR PLAN OF PREMISES iiiiiiiiiiiiiiiiiiiiiii.Hill NEE �CC4 EICI GFC7U Ilu. Y - 9t4• I � -- i`S- 7• ®3M'� ` I 6-6 9w4' -- LAM -- L 1 ' *tNRCR (4Al L f-3 - j n- �I ggf UAITI, P I� j U tt '•5' 11-�lR u�-'@3IL' I p(T � `4'•6' i� 3�8 �xlsr.erxr¢ ero r _a�mcw /1 E?t" TO re� 0 7 M Wnnw re Rsnxd11CnY GWK tila9.^W f aro I_ FLOOR FLAN 1�� g 4,M f � fca 7mtiYAIN 33 SCHEDULE 3 WORK LETTER WOODS AND PLASTICS 1. The following plastic laminate cabinetry has been included: a. Reception desk counter top on supports with granite,marble, quartz,or other desired countertop b. Exam Room#44 LF of upper and lower cabinets with countertop. C. Exam Room#34 LF of upper and lower cabinets with countertop. d. Exam Room#24 LF of upper and lower cabinets with countertop. e. Exam Room#1-4 LF of upper and lower cabinets with countertop. 2. Standard cabinetry doors and hardware have been included. 3. Colors shall be selected. THERMAL AND MOISTURE PROTECTION 1. Roofing work has been included for new work only. 2. Fire caulking as required by new construction is included. DOORS AND WINDOWS 1. New door hardware shall be manufactured by Design. 2. Suite entry doors shall remain as-is. FINISHES 1. New acoustical ceiling shall be white,2x2 Dune ceiling tile in white 15/16",metallic grid. 2. Vinyl cove base colors and VCT colors shall be selected. 3. New frames shall receive one(1)coat of primer and two(2)coats of enamel. 4. Interior of all rooms shall receive two (2)coats of paint except bathroom,which shall be epoxy paint. 5. Interior partition walls and perimeter furring shall be run. 6. Luxury vinyl tile flooring has been included in all rooms 7. All new wood doors shall be stained SPECIALTIES 1. Code minimum signage has been included. 2. Wall hung fire extinguishers have been included. 3. The following toilet accessories have been included in the bathroom: a. 42" and 36" grab bars b. Surface mounted paper towel dispenser/waste receptacle. C. Surface mounted soap dispenser. d. Fixed tilt mirror. e. Double roll toilet paper dispenser. EQUIPMENT 1. Appliances are not included. 2. No audio/visual equipment has been included. 3. Televisions and their installations are not included FURNISHINGS 34 I. Furniture,fixtures, appliances,etc. are not included. MECHANICAL 1. All above ground and below ground piping shall be PVC. 2. An allowance has been included for plumbing. 3. Plumbing work includes: a. Four(4)sinks and faucets in the Exam Rooms. 4. Water closets. 5. Smoke evacuation system work or testing of any kind is not included. 6. Fire sprinkler work assumes existing water supply and piping is adequate. 8. Fire sprinkler work is limited to adding and relocating heads as required by new work. ELECTRICAL 1. No low-voltage(phone/data, security camera, CCTV,security systems,etc.)work of any kind is included. 2. Fixture lamp warranty shall be for thirty (30)days. 35 SCHEDULE 4 RULES AND REGULATIONS 1. In the event of any conflict between the terms of these rules and regulations and the express provisions of the Lease, the express, applicable provisions of the Lease shall control. Landlord reserves the right, without the approval of Tenant, to rescind, add to and amend any rules or regulations,to add new reasonable rules or regulations and to waive any rules or regulations with respect to any tenant or tenants. Tenant shall provide a copy of these rules and regulations to each of its employees to facilitate compliance with these standards. 2. The sidewalks, walks, plaza entries, corridors, ramps, staircases and elevators of the Property shall not be obstructed, and shall not be used by Tenant, or the employees, agents, servants, visitors or invitees of Tenant, for any purpose other than ingress and egress to and from the Premises. No skateboards, roller skates, roller blades or similar items shall be used in or about the Property. 3. No freight, furniture or other large or bulky merchandise or equipment of any description will be received into the Property or carried into the elevators, if any, except in such a manner, during such hours and using such elevators and passageways as may be approved or designated by Landlord, and then only upon having been scheduled in advance. Any hand trucks, carryalls, or similar equipment used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as Landlord shall reasonably require. Although Landlord or its personnel may participate or assist in the supervision of such movement, Tenant assumes financial responsibility for all risks as to damage to articles moved and injury to persons or public engaged or not engaged in such movement, including any equipment, property or personnel of Landlord damaged or injured in connection with carrying out this service for Tenant. 4. Landlord shall have the right to prescribe the weight, position and manner of installation of safe, rolling files s or other heavy equipment which shall, if considered necessary by Landlord, be installed in a manner which shall insure satisfactory weight distribution. All damage done to the Property by reason of a safe or any other article of Tenant's office equipment being on the Premises shall be repaired at the expense of Tenant. The time, routing and manner of moving safes or other heavy equipment shall be subject to prior approval by Landlord. 5. Only persons authorized by Landlord will be permitted to furnish newspapers, ice, drinking water, towels, barbering, shoe shining, janitorial services, floor polishing and other similar services and concessions in the Property, and only at hours and under regulations fixed by Landlord. 6. Tenant, or the employees, agents, servants, visitors or invitees of Tenant, shall not at any time place, leave or discard any rubbish, paper, articles or object of any kind whatsoever outside the doors of the Premises or in the corridors or passageways of the Property. 7. Tenant shall not place, or cause or allow to be placed, any sign, placard, picture, advertisement, notice or lettering whatsoever, in, about or on the exterior of the Premises, Building or Property, or which is visible from the exterior of the Property (e.g. in a window), except in and at such places as may be designated by Landlord and consented to by Landlord in writing. Any such sign, placard, advertisement, picture, notice or lettering so placed without such consent may be 36 removed by Landlord without notice to and at the expense of Tenant. All lettering and graphics on corridor doors shall conform to the building standard prescribed by Landlord. 8. Tenant shall not place, or cause or allow to be placed, any satellite dish, communications equipment, computer or microwave receiving equipment, antennae or other similar equipment about or on the exterior of the Premises, Building or Property. Any such equipment so placed may be removed by Landlord without notice to and at the expense of Tenant. 9. Canvassing, soliciting or peddling in the Building and/or Property is prohibited and Tenant shall cooperate reasonably to prevent same. 10. Landlord shall have the right to exclude any person from the Property, and any person in the Property will be subject to identification by employees and agents of Landlord. Any persons in or entering the Property shall be required to comply with the security policies of the Property, including, without limitation, the showing of suitable identification and signing of a Building register when entering or leaving the Building. If Tenant desires additional security service for the Premises, Tenant shall have the right (with advance written consent of Landlord) to obtain such additional service at Tenant's sole cost and expense. Tenant shall keep doors to unattended areas locked and shall otherwise exercise reasonable precautions to protect property from theft, loss or damage. Landlord shall not be responsible for the theft, loss or damage of any property or for any error with regard to the exclusion from or admission to the Property of any person. In case of invasion, mob, riot or public incitement,the Landlord reserves the right to prevent access to the Property during the continuance of same by closing the doors or taking other measures for the safety of the tenants and protection of the Property and property or persons therein. 11. Only workmen employed, designated or approved by Landlord may be employed for repairs, installations, alterations, painting, material moving and other similar work that may be done in or on the Property. 12. Tenant shall not bring or permit to be brought or kept in or on the Premises or Property any inflammable, combustible, corrosive, caustic, poisonous, or explosive substance, or firearms, or cause or permit any odors to permeate in or emanate from the Premises, or permit or suffer the Property to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Property by reason of light, radiation, magnetism, noise, odors and/or vibrations. 13. Tenant shall not mark, paint, drill into, or in any way deface any part of the Property or the Premises. No boring, driving of nails or screws, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Tenant shall not install any resilient tile or similar floor covering in the Premises, except with the prior approval of Landlord, which approval shall not be unreasonably withheld or delayed. 14. No additional locks or bolts of any kind shall be placed on any door in the Property or the Premises and no lock on any door therein shall be changed or altered in any respect. Tenant shall not make duplicate keys. All keys shall be returned to Landlord upon the termination of this Lease and Tenant shall give to Landlord the explanations of the combinations of all safes, vaults and combination locks remaining with the Premises. Landlord may at all times keep a pass key to the Premises. All entrance doors to the Premises shall be left closed at all times and left locked when the Premises are not in use. 37 15. Tenant shall give immediate notice to Landlord in case of known theft, unauthorized solicitation or accident in the Premises or in the Property, or of known defects therein or in any fixtures or equipment, or of any known emergency in the Property . 16. Tenant shall not use the Premises or permit the Premises to be used for photographic,multilith or multigraph reproductions, except in connection with its own business and not as a service for others without Landlord's prior written permission. 17. No animals or birds shall be brought or kept in or about the Property, with the exception of guide dogs accompanying visually handicapped persons. 18. No awnings, draperies, shutters or other interior or exterior window coverings that are visible from the exterior of the Building or from the exterior of the Premises within the Building may be installed by Tenant without Landlord's prior written consent. 19. Tenant shall not place, install or operate within the Premises or any other part of the Property any engine, stove, or machinery, or conduct mechanical operations therein, without the written consent of Landlord. 20. No portion of the Premises or any other part of the Property shall at any time be used or occupied as sleeping or lodging quarters. 21. Tenant shall at all times keep the Premises neat and orderly. 22. The toilet rooms,urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expenses of any breakage, stoppage or damage, resulting from the violation of this rule shall be borne by the Tenant who (or whose employees or invitees) shall have caused such damage. 23. All tenant modifications resulting from alterations or physical additions in or to the Premises must conform to all applicable building and fire codes. Tenant shall obtain written approval from the management office prior to commencement of any such modifications and shall deliver as built plans to the management office upon completion. 24. Tenant agrees to place all indoor potted plants requiring water within a container capable of collecting any water overflow, such containers to be approved and/or supplied by Landlord, at Tenant's sole expense. Tenant agrees to use caution so that indoor plants do not damage or soil the Premises. 25. Tenant shall not park(and shall ensure that Tenant's employees, agents, and invitees do not park) in any reserved parking space. Any vehicle improperly parked, or parked in any unauthorized parking area in the Property, shall be towed at the vehicle owner's expense and without further or additional notice. 26. Tenant shall institute, maintain and enforce a reasonable professional dress code that requires its owners and employees to dress in a medical professional, business-like manner when working in the Premises. 38 27. Smoking is prohibited in the Premises, Building and Property except in specifically marked areas designated by Landlord. 28. Laboratory Boxes will be placed on a Landlord regulated rail system in a determination by Landlord. 39 SCHEDULE 5 TENANT ACCEPTANCE LETTER This declaration is hereby attached to and made part of the Lease dated entered into by and between BOCA BABES OBGYN,LLC_, as"Tenant", and, TERRE NOIRE PROPERTIES,LLC, a Florida limited liability company, as "Landlord". Tenant,hereby confirms as of 2019 the following: 1. Tenant has inspected and accepted possession of the Premises on 2019 and is currently able to occupy the same. 2. The Commencement Date as defined in the Lease is ,2019. 3. The Expiration Date of the Lease is ,2019. 4. All alterations and improvements required to be performed by Landlord pursuant to the terms of the Lease to prepare the entire Premises for Tenant's initial occupancy have been satisfactorily completed, except for the following: 5. As of the date hereof,Landlord has fulfilled all of its obligations under the Lease. 6. The Lease is in full force and effect and has not been modified, altered, or amended,except pursuant to any instruments described above,if any. 7. There are no offsets or credits against Base Rent or additional Rent, nor has any Base Rent or additional Rent been prepaid except as provided pursuant to the terms of the Lease. 8. Tenant has no notice of any prior assignment,hypothecation,or pledge of the Lease or any Rents due under the Lease. WITNESSES: LANDLORD: TERRE NOIRE PROPERTIES, LLC, a Florida limited liability company Print Name: By: Name: Print Name: Title: TENANT: BOCA BABES OBGYN,LLC a Florida limited liability company Print Name: By: Florida Woman Care,LLC Its Sole Member/Manager By: Print Name: Name: Title: 40 SCHEDULE 6 PERSONAL GUARANTEE LANDLORD: TERRE NOIRE PROPERTIES,LLC,a Florida limited liability company TENANT: BOCA BABES OBGYN,LLC,a Florida Limited Liability Company DEMISED PREMISES: SUITE K LEASE: LEASE AGREEMENT FOR MEDICAL OFFICE SPACE DATE: ,2019 1. The undersigned Guarantor (jointly and severally, if more than one) hereby guarantees to Landlord, its successors and assigns, the payment of all sums due and payable by Tenant(the "Indebtedness")under the Lease and the performance of all obligations of Tenant(the"Obligations")under the Lease. 2. This Guaranty is being given as a prior inducement to Landlord to enter into the Lease Agreement and Guarantor acknowledges and agrees that Landlord has relied hereon in executing the Lease Agreement. As may be required by Landlord, Guarantor agrees to provide Landlord with financial statements, signed and certified by Guarantor, upon request by Landlord. Guarantor agrees to provide such financial statements within fourteen (14) days of Landlord's request. 3. This Guaranty is absolute and unconditional and is a guaranty of payment and not of collection. Guarantor agrees that, if any of the Indebtedness or Obligations is not satisfied when due, the Guarantor will, upon demand by Landlord, forthwith satisfy such Indebtedness and/or perform such Obligations. No such satisfaction shall discharge the liability of the Guarantor hereunder until all Indebtedness and Obligations shall have been satisfied in full. Guarantor further agrees to pay to the Landlord, upon demand, all losses and reasonable costs and expenses, including attorneys' fees, that may be incurred by the Landlord in attempting to cause the Indebtedness and Obligations to be satisfied or in attempting to cause satisfaction of the Guarantor's liabilities under this Agreement. 4. Guarantor hereby: A. Assents to all terms and agreements hereto before or hereafter made by the Tenant with the Landlord. B. Consents that the Landlord may: (i) Exchange,release or surrender to the Tenant or to any Guarantor any collateral, or waive, release or subordinate any security,in whole or in part,now or hereafter held as security for any of the Indebtedness or Obligations; (ii) Waive or delay the exercise of any of its rights or remedies against the Tenant or any other person or entity,including,without limitation, any of the Guarantors; (iii) Release the Tenant or any other person or entity,including, without limitation, any of the Guarantors; (iv) Renew, extend or modify the terms of, any of the Indebtedness or Obligations or any instrument or agreement evidencing the same;and (v) Apply payments by the Tenant, the Guarantor, or any other person or entity to any of the Indebtedness or Obligations, as Landlord may determine in its sole discretion. C. Waives all notices whatsoever with respect to this Agreement or with respect to the Indebtedness or the Obligations,including,but without limitation,notice of: (i) The Landlord's acceptance hereof or its intention to act,or its action,in reliance hereon; (ii) Any default by the Tenant or any Guarantor; and (iii) The obtaining or release of any guaranty or surety agreement (in addition to this Agreement),pledge, assignment,or other security for any of the Indebtedness or Obligations. 5. The Guarantor waives notices of presentment, demand protest and notice of non-payment, protest in relation to any instrument evidencing any of the Indebtedness or the Obligation, and any other demands and notices required by law except as such waiver may be expressly prohibited by law. 6. The liability of the Guaranty under this Agreement is absolute and unconditional,without regard to the liability of any other person, and shall not in any manner be affected by reason of any action taken or not taken by the Landlord, which action or inaction is herein consented and agreed to nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement,pledge, assignment or other security for any of the Indebtedness or Obligations. No delay in making demand on the Guarantor for satisfaction of liability hereunder shall prejudice the Landlord's right to enforce such satisfaction. All of the Landlord's rights and remedies shall be cumulative and all failure of the Landlord to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time,and from time to time,thereafter. 7. This Agreement shall be a continuing one and shall be binding upon the Guarantor regardless of how long before or after the date hereof any of the Indebtedness,or Obligations were or are incurred. The Guarantor agrees that this Agreement shall be governed by the substantive law of the State of Florida, without regard to principles of conflicts of laws. Venue and jurisdiction shall be in the appropriate court of Palm Beach County, Florida. 8. Any notice or consent required or permitted by this Agreement shall be in writing and shall be deemed delivered if prepaid, return receipt requested, as follows, unless such address is changed by written notice hereunder: If to the Landlord: Terre Noire Properties,LLC 1380 SW 17th St. Boca Raton,FL 33486 If to the Tenant: Boca Babes OBGYN,LLC 1380 SW 17th St. Boca Raton,FL 33486 If to the Guarantor: Ty Swartzlander,MD 1380 SW 17th St. Boca Raton,FL 33486 9. This Agreement shall inure to the benefit of the Landlord, its successors and assigns, and to any person to whom the Landlord may grant an interest in any of the Indebtedness, and shall be binding upon the Guarantor and their respective heirs, successors and assigns. WITNESS this following signatures under seal. WITNESSES: GUARANTOR: TY K. SWARTZLANDER,MD Social Security No: 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 NEW BUSINESS AGENDAITEM: 15.13. SUBJECT: Approval of Waiver and Commercial Property Improvement Grant Program in the amount of $18,000 for Common Grounds Brew & Roastery, LLC located in One Boynton at 1517 S. Federal Highway SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Common Grounds Brew & Roastery, LLC located in One Boynton at 1517 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - 11). Common Grounds Brew & Roastery, LLC currently owns and operates a storefront coffee shop in downtown Lake Worth committed to providing high quality coffee while cultivating a community-drive environment. Their mission is to create spaces of 'common ground' that engage the local community. After being in operation for the past five years, they have decided to open a second location in downtown Boynton Beach. On April 4, 2017 the CRA Board approved a $25,000 grant for interior build-out of the space identified above to "Yogafit" studio to install plumbing, drywall, flooring, painting, bathrooms, HVAC and lighting. Prior to the build-out the space was a concrete shell with partial dirt floors. Unfortunately, the yoga studio was unable to remain open despite their best efforts and has been vacant for the past six months. Under the current terms of the Commercial Property Improvement Grant, the "property' is ineligible to receive matching CRA grant dollars for five years. The applicant is requesting that the CRA Board consider granting waiver of the condition that the Commercial Property Improvement Grant Program may be used one time in any five year period for any one property. CRA staff supports the request for a Board waiver allowing the vacant commercial space to become eligible for grant funding. If eligible, Common Grounds Brew & Roastery, LLC, intends to remove an interior wall, install additional plumbing for new sinks and fixtures, perform additional electrical work and new paint. Common Grounds Brew and Roastery, LLC, will be employing a minimum of five part-time employees, one full-time employee and will be open seven days a week from 7:00 am - 9:00 pm. As the tenant, Common Grounds Brew & Roastery, LLC applicant falls under the terms of a Tier I business, as outlined in the grant application. The cost of eligible property improvements of the overall renovation project is approximately$30,000 (see Attachment III). If approved, the applicant is eligible to receive a maximum grant of $18,000 in reimbursable funds which includes a 20% contingency provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2018-2019 Budget Project Fund, line item 02-58400-444, $18,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Commercial Property Improvement Grant not to exceed the maximum grant award of $18,000 to Common Grounds Brew & Roastery, LLC located in One Boynton at 1517 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Project Quote I ' f All BOYNTO N BEACH COMMUNITY REDEVELOPMENT AGENCY October 1, 2018 — September 30, 2019 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "CRA") District. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the CRA Community Redevelopment Plan. Improvements paid for by the CRA must be permanent and stay with the building. The CRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the CRA District. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the CRA District for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initials Page 1 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners 'i named on the corporation documents, and must be the landlord or business �I owner of the company occupying the property to be improved. • Must be located within the CRA District(see attached map). Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of CRA Board approval or the grant award is terminated. I I Initials�,�,_,_ Page 2 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the CRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the CRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a CRA improvement grant may apply for additional grants any time after five years from previous grant approval. j In order to qualify for the grant, the subject property may not have any outstanding .City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, 1 violations or monies owed for utilities, the CRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • The property owner or tenant must complete the project, obtain a Certificate of 5 Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. If CRA Board Approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent) and application for InitialsQ Page 3 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com I reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award. Only one 60 day administrative extension will be permitted, and the CRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the CRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval • CRA Board approval of this grant results only in funding. Approval of CRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the CRA the rights and use of photos and project application materials. • The CRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Projects and items eligible for funding under this grant program are limited to: • Structural walls • P umbin Mooring • Grease trap installation • HVAC system °ADA Improvements • Electrical systems • Hood &fire • Signage including ig ting suppression Doors/windows • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding • eD molition of structure • Roofing (Not to chain link, barbed wire, an re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and stations— See attached water heating — See ReNew PACE Eligible attached ReNew PACE Product List Eligible Product List / Initials `�0 Page 4of16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Firearm Sales/Shooting Ranges • Convenience Stores • Religion- Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Medical Research Centers/Housing • Adult Entertainment • Massage/Personal Services • Vapor Cigarette, E Cigarette Stores • Any other use that the CRA staff or CRA Board determine will not support the redevelopment of the CRA District Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the CRA to the successful applicant will be made out to the applicant(the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of CRA Board approval, plus an added 20%for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Bakery • Gourmet Food Market i i Initials�"Q Page 5 of 16 j Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home . Boutiques—clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices . Hair/Nail Salons(no more than two • Real Estate Offices approvals per fiscal year) • Bed and Breakfast . Medical Offices • Marketing Offices . Insurance Offices • Fitness Facilities—yoga, dance • Take Out Restaurants exercise, martial arts, etc. • Tattoo Parlor/Body Piercing/Body • Specialty Retail Businesses— Art Shop (no more than two stationary, gifts, sporting goods approvals per fiscal year) • Florists (no more than two approvals per fiscal year) Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to CRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of CRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Auto Services Facilities— repair, . Pawn Shops storage, sales, etc. • Liquor Store • Kava Tea Bar Initials Jo Page 6 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the CRA` office located at 710 North Federal Highway, Boynton Beach, FL 33435 or downloaded from www.catchboynton.com. All applicants are required to meet with CRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the CRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the CRA Board. Applicants must submit an original, "hard copy" application with all materials to the CRA for review and approval by the CRA Board. Applicants will be considered on a first- come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of $100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project buffet describing the improvements to be done to the property. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. Initials Page 7 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. �6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. �8. Copy of executed multi-year commercial lease agreement. A. Copy of Warranty Deed. .Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. 12.Copy of design and construction .plans associated with the proposed improvements. i13.1-ist of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. V14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 3310 Quantum Boulevard, Suite 101, Boynton Beach, FL. 33426. Phone (561) 742-6000. Approval of Funding Request All required documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. CRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, CRA staff will present the funding request to the CRA Board for review and potential approval. Initials JO Page 8 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com The CRA Board meets on the second Tuesday of each month at the Intracoastal Park Clubhouse located at 2240 N. Federal Highway, Boynton Beach, FL 33435. The schedule for CRA Board meetings can be obtained at www.catchboynton.com. Applicants will be notified of the date and time that their applications will be considered by the CRA Board. The CRA recommends that applicants attend the GRA Board meeting during which the Board will consider their applications in order to answer any questions the CRA Board may have regarding their applications. CRA staff will notify the applicant of the CRA Board's approval or denial in writing. Site Visits CRA may conduct a site visit prior to transmitting the application to the CRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work must be completed and paid for by the applicant prior to the release of CRA funds. The CRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the CRA (3) days prior to the grant expiration date. The CRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the Reimbursement Request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for"work to be completed" or"bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee Initials_ Page 9 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435--Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 4. A minimum of 4 color"after" photos of the project. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the CRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUN€71NG It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant. Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the CRA to award grant funding. Initials Page 10 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737 3258 www.catchboynton.com BOYNTOBEACH, CRA APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Common 600145 0/611y 6311d woaAlAry Current Business Address: a sy A-reef La Ke V,9f Fed ID#:_!U "; `�/Z IZ Business Phone Number: 561-31$ IgQg© Cell: Website: Gomyrppn�►�avY1tS�V• C-�Yrl Existing Business: Yes_L/_No Number of years in existence: Time at Current Location: ZP61C5 New Business to Boynton Beach: Yes-z—/ No Do you have an executed lease agreement: Yes/No_If so, monthly base rent; 3 New Business Address (if applicable): 1 . 17 ,� F�d�r'�1 �w✓. C'oY�� 13�h �� ,1 ,35 Square footage of current location: Square footage of new location: 1. 7X Type of Business: Go � (5bw Number of Employees: 9 Hours of Operation: 7a m — 9dIY List of improvements seeking reimbursement for: 401,.04../. /Gr,/1'(r,'zo a,7 d P101 k , 62YY10; 15 ti�41aQP Requested grant amount: Page 11 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, FL 33435—Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com 'q' C R A BoYNTo BEACH APPLICANT INFORMATION PRINCIPAIJOWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: V11611,71 011're Date of Birth: 0 jqq I Email: i"tiyr W CoMynavPCQAZgdS b✓,Dorn Residential Address: 400 6 2,/ 19 A 1 Cell Phone Number: - -D 2. Principal/Owner Name:Atr/e c)r Ve _ Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name:-Le& h Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the CRA? Yes No If yes,what additional programs are you applying for: J t iA bt 2 Page 12 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435-Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTO BEACH '�' RA APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes_No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: Landlord's Mailing Address: Landlord's Phone Number: CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief.. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. Initials Page 13 of 16 Property Improvement 710 North Federal Highway, Boynton Beach,FL 33435-Phone:(561)737-3256 Fax: (561)737-3258 www.catchboynton.com BOYNTONNTCBEACRA APPLICANT INFORMATION understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the CRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the CRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initialsll Page 14 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, Fl.33435-Phone:(561)737-3256 Fax:(561)737-3258 www.catchboynton.com BOYNTO 7 BEACH R, APPLICANT INFORMATION APPLIC NATURES: Z� —2 — L4�— pal e s ign r Ddte Pr ed`U me Title 2. �y PrincipaU wner's Signat D to h.�+..r��-�t e lOwner Printed Name Title 3. — 19 Priipa wner� ig ture D to 0 w Printed Natne Title 4. Principal/Owner's Signature Date Printed d Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OFv� COUNTY Oce\ ., a BEFORE ME, an officer duly authorized by law to administer o the and take acknowledgements, personally appeared � ,c,��.,� C��c� \ \„r e, t � `�w\oN mare personally known to me or produced �o`��a as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State County aforesaid on this �`� da of , 20 . OTARY PUBLIC KRISTEN S.PINKNEY M Commission Ex fres: Notary Public.state of Florida y p ,1®de Commission N GG 332392 •.,ptr My Comm.Expires Jun 4,2023 Page 15 of 16 Property Improvement 710 North Federal Highway, Boynton Beach, Ft.33435—Phone:(561)737-32.56 Fax:(561)737-3258 www.catchboynton.com BOYNTON �" E 16�; A C kHC. R A LANDLORD INFORMATION LANDLORD 1Gk) ibRES: Landlords Signature p to I 't�� ', Printed �- Namb 2. Landlord's Signature Cate Printed blame Title Notary as to PrincipallOwner's Signatures-Multiple notary pages may be used if signing Individually r STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who is/are p r nally known to or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this -3r day of 2f3__Lj. �y � �'�rp.•dJUANAfifltAlf3O TARP PUBLIC ei * commisslon#G6266883 ly'Commission Expires: e EXalres October 2Q,2022 ykQ�raJb`' t�ru NacarY 8wke� Page 16 of 16 Property Improvement 710 North f=ederal Highway,Boynton Beach, Fl-33435-Phone:(561)737-3256 Pax;(561)737-3258 www.catchboynton.com 9/2/2019 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } ir RTr ae44 4; ,.ho,,,? 1 e yak, Vc,,c Search by Owner,Address or Parcel - ..., s View Property Record H f11t � I e{l( t♦ Owners CH REALTY VII PSREG BOYNTON BEACH LAS VE Property Detail Loxca...,,i, 1 331 5 FEDERAL HWY 102 Muii BOYNTON BEACH Pai . .e 08434528450010000 e n t Sulkdiviriorl LAS VENTANAS B .. by � ,< 28776 .Page 1084 t '7`}i it A' `ale.Date=. DEC-2016 5605 GLENRIDGE DR NE .�• STE775 ra rAcie.ss i��i}� t} ATLANTA GA 30342 1 378 . {rt lh Yrrt�� LL fl U,e.`yPe. 1200' STORE/OFFICE/RESIDENTIALSquare r--ee- k , 822044 „ Sales Information d Wrollrnhrt Rd- 4 ar a Woadbrd hdRd - �- Sales Date Price DEC 2016 109350000 y _ - ................................... - Appraisalss"" h 1 t Tax Year 2019 Plim - o m,. a Value=. $0 -� .,..�... Market Value $87,000,000 P= All values are as of January '< Preliminary 1 st each year Assessed/Taxable values Tax Year 2019 P ?' A^sessed Value $87,000,000',, r_xem ..Ari $0' axabie Value $87,000,000;`. Brei,,,,,,.............................................. Taxes Tax Year 2019 Ad Valorem $1,880,009 . ,,.. A ! .,;re ooro $140,786 cqaix $2,020,795 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528240000040 1/1 SCOTT DURRANCE CONSTRUCTION INC 7561 PIONEER RD W.P.B. FL 33413 CGC 1510303 561-436-8182 ESTI MATE FOR : COMMON GROUND COFFEE SHOP ADDRESS : 1117 So. Federal Hwy Boynton Beach fl 33435 INTERIOR BUILD OUT SCOPE OF WORK DEMO Remove interior wall , remove mirrors, remove hand rails. $ 1,500.00 PLUMBING Cut concrete and install under ground for new drains Ruff in for sinks and fixtures Top out and trim Note: sinks and fixtures to be provided by owner. $ 7,500.00 ELECTRIC Wiring and outlets as plans state. $ 8,000.00 FRAME AND DRYWALL Frame areas shown on plans metal studs Drywall areas shown on plans level 3 paint ready. $ 4,500.00 PAINT Prime and paint interior walls Customer to pick colors. $ 1,500.00 DUMPSTER/TRASH REMOVAL $2.000.00 PROFIT/OVERHEAD 20% $ 5,000.00 TOTAL. $ 30,000.00. Plus permit fees COUNTER TOP AND SERVING AERA ? APPLIANCES ? 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 NEW BUSINESS AGENDAITEM: 15.C. SUBJECT: Consideration of the Purchase and Sale Agreement for the Property located at 1001 N. Railroad Avenue SUMMARY: Marcus Spence, the owner of the property located at 1001 North Railroad Avenue, has been working with CRA staff on the purchase of his property. The property is located at the NW corner of NE 9th Avenue and Railroad Avenue, adjacent to the three CRA owned lots identified for use by the Community Caring Center(see Attachment 1). CRA staff ordered an appraisal of the property from Vance Real Estate Service on August 13, 2019 and the fair market value was determined to be $62,000 (see Attachment 11). Mr. Spence has reviewed the appraisal and after negotiations with CRA staff he has agreed to sell the property or $75,000. Staff feels that acquisition of this parcel is in the best interest of the CRA and in accordance with the CRA Redevelopment Plan. The seller has executed a Purchase and Sale Agreement for the sales price of $75,000 (see Attachment 111). Currently, a small unoccupied residential structure, in poor condition, exists on the property and will need to be demolished after closing. Demolition costs are estimated to be between $8,000- $10,000.Actual bids for the demolition were not formally solicited prior to the Board meeting. FISCAL IMPACT: FY 2018-2019 Budget, Project Fund, Line Item 02-58200-401, $75,000 plus closing costs and demolition fees. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan - HOB District& MLK Corridor CRAAB RECOMMENDATION: At their September 5, 2019 CRAAB meeting, the Board recommend approval for the Purchase and Sale Agreement for the property located at 1001 N. Railroad Avenue at a purchase price not to exceed $75,000. CRA BOARD OPTIONS: 1. Approve the Purchase and Sale Agreement for the property located at 1001 N. Railroad Avenue for the purchase price of$75,000. 2. Do not approve the Purchase and Sale Agreement for the purchase of the property located at 1001 N. Railroad Avenue. 3. Recommend alternative contractual terms to be negotiated with the Seller. ATTACHMENTS: Description D Attachment I - Property Location Map D Attachment II - 1001 N. Railroad Avenue Appraisal D Attachment III - Purchase and Sale Agreement t — } „t v i. F �- - r s ff l� 4 1 - 44 4{{j 77 I rs 4 � tft mei } � st�,. �ii1 s � �• _ -��t r�ir}�,<s�{lV`fit` ik3�SS}ttfs t et -rs4 t 3�t�1?��t'r '}t��"1�f5�tt'"it��i flu 5 s' '- �i f � f lIi' Kira-t <<r��Ffr t Ott ekt t i i i i•r:rti v; 4,�i 1,`yr car, G la ro sy t (' elf fi; r PI (d, 21 nj APPRAISAL REPORT COMMERCIAL PROPERTY 1001 NORTH RAILROAD AVENUE BOYNTON BEACH,FLORIDA 33435 by Vance Real Estate Service 7481 Northwest Fourth Street Plantation,Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 August 13, 2019 Vance Real Estate Service sf, August 13,2019 Boynton Beach Community Redevelopment Agency � �`�`}�' 710 North Federal Highway Boynton Beach, FL 33435 - i i RE: Commercial property, 1001 North Railroad Avenue, Boynton Beach, FL 33435 (Legal description is in the report) Ladies and Gentlemen: In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of Augustl3, 2019. The report sets forth our value conclusion, along with data and reasoning supporting our opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2018-2019). This report is for possible acquisition of the appraised property. ! Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of the market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. SIXTY-TWO THOUSAND DOLLARS $62,000 I (THIS LETTER MUST REMAINATTACHED TO THE REPORT KITH SEVENTY(70)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID.) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 "MBA"REAL ESTATE MANAGEMENT AND DEVELOPMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 -- TABLE OF CONTENTS Pate Number Title Page i Letter of Transmittal ii Table of Contents iii INTRODUCTION 4 Photos of the u �ectProperty 5 Aerial photo of the Subject Property 6 1-3-5 Mile Location Map 7 1-3-5 Mile Summary of Demographic Statistics 8 Summary of Important Facts and Conclusions 10 DESCRIPTIONS ANALYSES & CONCLUSIONS 11 I entity of Client and Intended User 12 Intended Use 12 Identification of Real Estate Appraised 12 Ownership 12 Property Address and Legal Description 12 Real Estate Tax Analysis 13 Market Area Description 14 Land Use & Zoning 19 Site Description 20 Improvement Description 21 Real Property Interest Appraised 21 Appraisal Purpose and Definition of Market Value 22 Effective Dates of the Appraisal and Report 23 Scope of the Work 23 Summary of Information Considered 23 Property History 24 Highest and Best Use 25 SALES COMPARISON APPROACH- LAND VALUE 27 Land Sales es Location Map 29 Land Sales Documentation 30 Land Sales Comparison & Adjustment Chart 47 Valuation by Sales Comparison 48 FINAL VALUE OPINION 52 Certification and Limiting Conditions 53 ADDENDA 55 Acquiring deed 56 Copy of"C-2" Zoning Ordinance 58 USPAP Standards Rule 2-2a 60 Qualifications of the Appraisers 62 INTRODUCTION 1 .� �t wr� t S � "{aTiri{-k'�j�=,:t�'�4�i�fayi",` 5115�y - t - sm, rwy .e�',. Subject at 1001 N. Railroad Ave. looking N. NE 9 Avenue Looking West r ,# »ui S � y Subject Bldg. East Elevation NE 9 Avenue Looking East mom 'mv - �' 'W' -�1 'it - -- Looking NW @ the Subject Building North Elevation of the Subject Building t N. Railroad Avenue Looking South PHOTOS OF THE VALUED PROPERTY& ENVIRONS 1001 N. Railroad Ave., Boynton Bech, Florida 5 sa t Mkt I wed - AIDS""'^# �� r��`� -`n� ■d � amu- = i I .� �� ' t� •'"�"`r i�;-^; +1� �`r, f�rS�".`•~'.�2 r f i �. e h� t u ` z W ca Z Wy t W 0 C f r.. ca m N N IN LL. 11st s 0 N a o W o o 1 I�I ti ff 3 FSC, c l � r 1 r + -`F r �',,."a4 \Yrs �;A s ri<• ,o-i��iv, 4;� s I �t g� s,Hill Blvd,�83�. 4:eels9ke Fors*6dillBlsd} ;? Par# y PaErrit Springsx C3 ' m t a� Saar � Greenacres g — L 9d1h Avet3 Lake k7 Worthr� s se rth L I aka"i+Vuo' I' ' r s � �dalaleu za Ln,L- I, {g :b1h V®'Arth }U if �i t irr r�1u f s )ntam Rd ., Lantana Rd 1 I'll, I (� Vl oluxo Rd- rz' ¢ r 6�fy�rnl` q�Rd..�• -a ,rr Nirner Rd p { �`-�C.e'I d GYp'n'R'�n Rd Esc t 'B�s hn Cyd .�Wq]B yn�9dach'Bled.- msl� BOyntra Beach r t ti I� W 4°7 Qu!.Rt reg (. s � 1 I I' Run Golf 1� 1 6ga �Ldlfl r r: Lake I 1Del sp rt ,480U� W`4�tlamld�. 'Ps s j MY'Jl�asnhe. va{` � rnL Kings Point! Lesw_can Blvd ;�k+ 1091 St LntCMBlvd 3 ,. ( u lry ' club Fir gh la rrd � CLir Beach , o f untlyc lub r �I ,_n nI":.y 11rtf�esui� r, 1-3-5 MILE RADII FROM VALUED PROPERTY 1001 N RAILROAD AVENUE BOYNTON BEACH, FLORIDA 7 � Gesn" E. Martin Luther King, 3r. Blvd. Vicinity, Boynton Beach, Florida 33435 v4mCs REAL ESTATE SERVICE ��5mzus ��ozz [z�� at|tu�e� 26536�5 uzng|tu�e� �8OO6267 1 mile 3 miles s miles Population 2000 Population 13,193 73,967 161'723 2010 Population 13'435 83'268 181'457 2019 Population 15'172 92'327 198'982 2024 Population 16'195 98'016 210'329 2000-2010 Annual Rate 0.18n" 1.19n" 1.16n" 2010-2019 Annual Rate 1.32n" 1.12n" 1.00n" 2019'2024 Annual Rate 1.31% 1.20n" 1.12n" zo1yMale Population 49.1n" 47.9n" 47.8n" 2019 Female Population 50.9% 52.1n" 52.2% zo1yMedian Age 40.7 44.1 46.8 In the identified area, the current year population is 198'982. In 2010' the Census count in the area was 181'457. The rate of change since 2010 was 1.00n" annually.The five-year projection for the population in the area is 210'329 representing a change of 1.12n" annually from 2019 to 2024. ounanux the population is 47.8% male and sz.zn"female. Median Age The median age in this area is 40.7, compared to U.S. median age of 38.5. Race and Ethnicity 2019 mm|ta Alone 35.7n" 59.9% 64.7n" 2019 Black Alone 57sn" 31.0n" 25.6% 2019 American Indian/Alaska Native Alone osn" 0.3n" osn" zo1yAsian Alone 0.9% 2.1n" 2.3n" 2019 Pacific Islander Alone 0.0% 0.0% 0.0% 2019 Other Race 2.9% zan" 4.2n" 2019 Two or More Races zsn" 2.9% 2.7n" 2019 Hispanic or|om (Any Race) 12.8n" 18.2n" 19.3n" Persons mHispanic origin represent 19.3% of the population in the identified area compared to 18.6% of the U.S. population. Persons of Hispanic or|om may be of any race.The oweranv Index, which measures the pmuamntv that two people from the same area will be from different race/ethnic omupa' is 66.7 in the identified area, compared to 64.8 for the U.S. as a whole. Households 2019 Wealth Index ss as 109 2000 Households 4'790 32'234 70'628 2010 Households 4'943 35'481 77'654 zo1yTotal Households 5'673 39'271 84'615 2024 Total Households s'oaa 41'691 89'359 z000'zo10Annual Rate 0.31n" 0.96% 0.95% 2010-2019 Annual Rate 1.50n" 1.10n" 0.93n" 2019'2024 Annual Rate 1.42n" 1.20n" 1.10n" 2019 Average Household Size 2.64 2.32 2.33 The household count in this area has changed from 77'654 in 2010 to 84'615 in the current year, a change of 0.93% annually. The five-year projection of households is 89'359' a change of 1.10n" annually from the current year total. Average household size is currently 2.33, compared to 2.31 in the year 2010.The number of families in the current year is 49,024 in the specified area. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available forareas with 50 ",more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2019 and 2024. Esri converted Census 2000 data into 2010 geography. August O5, 2O19 o ��o�e ssr. naae � or� � Gesn" s.Mamn Luther King, 3r. Blvd. Vicinity, Boynton Beach, Florida 33435 v4mCs REAL ESTATE SERVICE Rings: 1, 3, 5mile radii uzng|tu�e� �8OO6267 1 mile 3 miles s miles Mortgage Income zo1yPercent mIncome for Mortgage 25.7n" 20.7n" 21.9m Median Household Income zo1yMedian Household Income $42'234 $53'048 $ss'ayo 2024 Median Household Income $50'211 $60'136 $64'113 2019'2024 Annual Rate zszn" z.s*n" 2.78n" Average Household Income zo1yAverage Household Income $sz'ssa $74'367 $80'537 2024 Average Household Income $73'240 $as'asy $93'372 2019'2024 Annual Rate zzon" 3.16n" zoon" Per Capita Income zo1yPer Capita Income $23'388 $31'788 $34'370 zoz4Per Capita Income $27'504 $37'113 $39'803 2019'2024 Annual Rate 3.30n" 3.15n" 2.98% Households by Income Current median household income is$55,890 in the area, compared to $s0,s4afor all U.S. households. Median household income is projected to be $e4'113 in five years, compared to $sy'1aofor all U.S. households Current average household income is$80,537 in this area, compared to $a7'3yafor all U.S. households. Average household income is projected to be $93'372 in five years, compared to $yy's3afor all U.S. households Current per capita income is $34'370 in the area, compared to the U.S. per capita income of$33,028. The per capita income is projected to be $39'803 in five years, compared to $3s's3ofor all U.S. households Housing zo1yHousing Affordability Index 93 112 105 2000 Total Housing Units s'ssz 38'522 84'283 z000 Owner Occupied Housing Units 3'168 23'545 53'200 z000 Renter Occupied Housing Units 1'621 a'syo 17'428 2000 Vacant Housing Units 763 6'287 13'655 2010 Total Housing Units 6'221 44'990 97'126 2010 Owner Occupied Housing Units 2'940 23'270 54'473 2010 Renter Occupied Housing Units 2'003 12'211 23'181 2010 Vacant Housing Units 1'278 y'soy 19'472 2019 Total Housing Units s'yss 48'650 103'248 2019 Owner Occupied Housing Units 3'178 23'737 55'730 2019 Renter Occupied Housing Units 2'494 15'533 za'aas 2019 Vacant Housing Units 1'292 9'379 18'633 2024 Total Housing Units 7'434 51'319 108'251 2024 Owner Occupied Housing Units 3'521 25'390 sy'zaz 2024 Renter Occupied Housing Units 2'567 16'301 30'077 2024 Vacant Housing Units 1'346 y'sza 18'892 Currently, 54.0% of the 103,248 housing units in the area are owner occupied; 28.0%, renter occupied; and 18.0% are vacant. Currently, in the U.S., 56.4n" of the housing units in the area are owner occupied; 32.4n" are renter occupied; and 11.2n" are vacant. In 2010' mem were 97'126 housing units in the area 56.1n" owner occupied, zzyn" renter occupied, and 20.0% vacant. The annual rata of change in housing units since 2010 is 2.75n". Median home value in the area is$250'677' compared to a median home value of$234,154 for the U.S. In five years, median value is projected to change by 1.70n" annually m$z7z'74z. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available forareas with 50 ",more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2019 and 2024. Esri converted Census 2000 data into 2010 geography. August O5, 2O19 e ��o�e ssr. naae � or� SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY APPRAISED: Commercial property 1001 North Railroad Avenue Boynton Beach, FL 33435 OWNERSHIP: Marcus Spence 20735 NE 8 Court Apt. 206 Miami, FL 33179-1956 LAND AREA: 50 feet(base)x 137 feet(height) = 6,850 sq ft Note: dimension and size are from public records. No sketch of survey is available for review. BUILDING IMPROVEMENTS: Single family house, containing 1,106 square feet, constructed in 1930, reportedly not occupied according to the property owner. The building has reached the end of its economic life and does not contribute to the highest and best use of the property. ZONING: "C-2", Neighborhood Commercial District in the city of Boynton Beach LAND USE: Local Retail Commercial APPRAISAL PURPOSE: To develop an opinion of market value INTEREST APPRAISED: Fee simple CURRENT USE: Depreciated single family structure HIGHEST AND BEST USE: As vacant: Small, low intensity retail commercial use on the appraised lot or larger retail commercial use if assembled with adjacent lots in the same zoning district As improved: Demolition and removal of the depreciated structure on the lot VALUE BY THE SALES COMPARISON APPROACH: 6,850 square feet x $9.00 per square foot= (rounded to) 62 000 SIXTY-TWO THOUSAND DOLLARS VALUATION DATE: August 13, 2019 Exposure Time: 12 months prior to selling at the appraised value 10 DESCRIPTIONS, ANALYSES, CONCLUSIONS APPRAISAL REPORT This is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP 2018 - 2019) 2-2(a)(i) State the identity of the client and any intended users, by name or type; The client and intended user of this report is the Boynton Beach Community Redevelopment Agency. 2-2(a)(ii) State the intended use of the appraisal; The intended use of the appraisal is for possible acquisition of the appraised property. Any other use is not intended. 2-2(a)(iii) Summarize information sufficient to identify the real involved in the appraisal, including the physical, legal and economic property characteristics relevant to the assignment; Owner: Marcus Spence 20735 NE 8 Court, Apt. 206 Miami, FL 33179-1956 Property Address: 1001 North Railroad Avenue Boynton Beach, FL 33435 Legal Description: Lot 151, ARDEN PARK ADDITION TO BOYNTON, FLORIDA, Plat Book 2, page 96, Palm Beach County, FL Census Tract No. 61 12 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Real Estate Tax: Parcel Control Number: 08 43 45 21 18 000 1510 Land Value: $43,294 Improvement Value: 20,378 Total Value: $63,672 Assessed Value: $63,672 Ad Valorem Tax: $ 1,341 Non Ad Valorem Tax: $ 295 Total Tax: $ 1,636 No exemptions for this property. Land value is at $6.30 per square foot. The improvement is assessed for real estate tax although it is reportedly uninhabitable. Properties are assessed in arrears by the county property appraiser. The tax bill is issued in November and a 4% discount is given to a tax payer if the amount is paid in November. The discount diminishes until March, when the tax is due and payable. In Florida, the taxable (assessed) value for non- homesteaded properties can be increased to a maximum of 10% per year, from tax year 2009 going forward, based on a constitutional amendment voted on by the electorate of the state. There are some exceptions which relate to school taxing districts. However, the millage of the city can increase; thus, real estate taxes can continue to increase from year to year. 13 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Boundaries and Market Composition & Transportation Infrastructure The general market area is the City of Boynton Beach in eastern-central Palm Beach County. Population of the city is about 72,000 residents; land area of the municipality is about 16 square miles situated between Delray Beach on the south and Lake Worth on the north. The town was named for an early developer, Nathan Boynton, a former major in the Union Army in the Civil War. The city was founded in 1898 and incorporated in 1920. Most of the original buildings were destroyed in the hurricane of 1926, though a few remain. Others which were constructed in the early 1920's are still in use with repairs and replacements over the decades. Time and economic trends take a toll on properties; thus, in 1984 a redevelopment plan was adopted for the Community Redevelopment Area (CRA) in the city. It covers 1,650 acres in the central part of the municipality west of the Intracoastal Waterway. One of the districts in the CRA is the immediate subject market area known as the Heart of Boynton (HOB), containing 380 acres. This area is the historic, older part of the CRA, with the following boundaries: Boynton Beach Canal (C-16) on the north, Florida East Coast (FEC) Railroad on the east, Interstate 95 on the west, and jagged line a few blocks north of Boynton Beach Boulevard as the south boundary, at about NE 3 Avenue. Agriculture and farming had been important activities in past centuries in Boynton Beach. Commerce came to the area when Henry Flagler extended the Florida East Coast Railway (FEC) from West Palm Beach to Miami in 1896. The railroad was the main mode of transportation to bring visitors and manufactured products to the city as well as transporting produce grown in the vicinity out of the area to other cities in the southeastern United States. Now the railroad is primarily used for freight transportation. The new Brightline rapid passenger service was constructed in the FEC corridor; however, there is only one depot in Palm Beach County in West Palm Beach. 14 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Boynton Beach Boulevard is the principal east-west artery in the subject market area, having an interchange with Interstate 95 on the west side of the neighborhood. The boulevard continues west through Palm Beach County to its terminus at State Road 7/ U S Highway 441. Two miles east of State Road 7, it has an interchange with Florida's Turnpike. Boynton Beach Boulevard commences on the east at U S Highway 1, just to the east of the FEC Railroad. U S Highway 1 is the main north-south artery through eastern Palm Beach County and extends along the eastern seaboard of the United States. Seacrest Boulevard is a main north-south artery through the City of Boynton Beach and south into Delray Beach. Martin Luther King, Jr. Boulevard is an east-west thoroughfare through the Heart of Boynton. The immediate subject market area is easily accessible by main roads and Interstate 95. Property types in the Heart of Boynton are smaller commercial establishments along the main roads, light industrial close to the FEC Railroad, municipal facilities, single family residential, small multi-family dwellings, a few apartment buildings and places of worship. As mentioned, some structures date back to the 1920's, but most which are still usable were built in the mid-twentieth century. Municipal facilities in the immediate subject market area include parks, two elementary schools and a community center. Projects completed in the Heart of Boynton are: • Seacrest Boulevard Streetscape • Carolyn Sims Center • Ocean Breeze West - 21 homes joint venture with Habitat for Humanity • Construction of single family residences on Martin Luther King, Jr. Boulevard • Model Block along Martin Luther King, Jr. Blvd and NW 11 Avenue 15 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Future projects are: • Revitalization of E Martin Luther King, Jr. Blvd. and surroundings • Redevelopment of the Public Works site • Establishment of mixed use districts of residential and commercial • Expansion of light industrial near the FEC Railroad Sara Sims Park improvements are being made to the 12 acre park and historic cemetery fronting West Martin Luther King, Jr. Boulevard, on the west side of Seacrest Boulevard. Improvements will include landscaping, pavilions, picnic facilities, lighting and security. Population Trends The demographic survey in the beginning of the report of 1, 3, and 5 mile radial circles from the appraised property shows the median household income for 2019 in the one-mile radius is $42,234, for three miles it is $53,048, and $55,890 for the five mile circle. The east parts of the circles include the residents all the way to the Atlantic Ocean. The median household income for Palm Beach County is $54,400. In the one-mile circle, population is 15,172. In three miles, population increases to 92,327; at five miles, it is 198,982. However, about one-third of the three and five mile circles are over the Atlantic Ocean. Annual growth rate is anticipated to be 1.12% to 1.31% in the three circles during the next five years as the economy and job market stays strong in South Florida, and new multi-family residential complexes are constructed. 54% of the housing units are owner occupied, with 28% rented. The percentage of renters is higher in this market because many of the single family houses are owned by investors who purchased them after the economic crash in 2008. Vacancy is reported to be 18%; however, this amount is high due to the undercount of the other two categories. Median home value in the five-mile area is $250,677, including the highly priced homes fronting the Atlantic Ocean and Intracoastal Waterway, compared to median home value of $234,154 in the United States. 16 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) The current life cycle stage of the market area is stability, a period of equilibrium without marked gains or losses, after a period of decline. However, the life cycle stage is changing to revitalization, a period of renewal, modernization and increasing demand with the assemblage of lots and construction of mixed use projects as promoted by the Boynton Beach Community Redevelopment Plan. Economic Trends During 2005-2006, the subject market area was experiencing a rise in property prices due primarily to the availability of financing with adjustable rate mortgages. Interest rates adjusted upward, but rental rates of multi-family properties did not. For single family residences, interest rates on mortgages adjusted upward, but homeowners' incomes did not increase. Scenarios were the same for many property types, all with the same result of owners' inability to make the payments and mortgages foreclosed. This situation was exacerbated by the economic crash in late 2008, followed by the Great Recession. The foreclosure cycle appears to have ended. Currently, sales are between individuals or investors who previously purchased the properties from foreclosing lenders and private parties who will reside in the properties or hold them in their investment portfolios. Third party lenders are providing financing to investors and residents of improved properties, at high loan to price ratios. Sale prices for single-family residences in the subject market area and close vicinity are in the range of $85,000 to $180,000, depending on building size, age and condition. New homes are in the range of $180,000 to $250,000. Price range for multi-family dwellings are from about $70,000 to $100,000 per unit based on the same factors. Land unit prices had been from about $5.00 to $8.00 per square foot for small lot. Larger tracts which meet the size requirement for development in the new zoning districts are displaying higher unit prices. Family Dollar Store moved into a new retail property in 2015. Recently, it vacated the premises; a new occupant will be sought to meet the shopping needs of neighborhood residents. 17 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) The building contains 8,100 square foot at the southeast corner of the signalized intersection of Martin Luther King, Jr. Boulevard and North Seacrest Boulevard. Boynton Beach Community Redevelopment Agency (BB CRA) issued a Request for Proposals (RFP) and Developer Qualifications for Commercial and Residential Redevelopment for land in the Heart of Boynton District along East Martin Luther King (MLK), Jr. Boulevard and NE 9 Avenue. Two projects were selected to be pursued by developers who would seek funding through the Florida Housing Finance Corporation tax credit lottery. Such funding may be several years in the future. The plan is to have high density residential and high density mixed use projects fronting MLK, Jr. Boulevard. The shift in new projects is from single family residential to higher density multi-family. Ocean Breeze East will be a new affordable housing development in the Heart of Boynton at North Seacrest Boulevard and NE 7 Avenue. The Florida Housing Finance Corporation awarded RS Development Corp. tax credits to construct 123 dwelling units on 4.4 acres of land. This developer purchased the property from the Boynton Beach CRA. Revitalization in the CRA is taking place along US Highway 1, in the southern part of the corridor near Ocean Avenue and Boynton Beach Boulevard with projects such as 500 Ocean, with 341 residential units, 20,000 square feet of retail space and 6,000 square feet of office. Ocean One at 114 N Federal Highway is planned for 358 apartments, 12,075 square feet of retail, 120 hotel room and 439 parking spaces. The Villages at East Ocean Avenue were approved for 371 dwelling units and 15,757 square feet of commercial space. Town Square, a major redevelopment project, is under construction in three sections extending from the south side of Boynton Beach Boulevard south to SE 2 Avenue, encompassing 16.5 acres of land. The north section covers the area of the old city hall and police station which was demolished and removed. 18 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) The project consists of the following: • North parcel —225 residential units, 120 hotel rooms, 65,000 square feet of office/retail space and 927 space parking garage • Middle parcel—200 residential units, 18,887 square feet of retail space • South parcel — 280 residential units, 820 space parking garage, 4,000 public space Included in the project are spaces for a new city hall, police station, fire station and park. Renovation of the historic high school is part of the project. The first phase of the project is completed. The goal of the development projects is to transform Boynton Beach from a retirement community to a vibrant city where residents can enjoy living and working in an attractive setting. Conclusion The immediate subject market area of the Heart of Boynton (HOB) has the components of an appealing neighborhood with schools, parks and recreation. HOB is easily accessible by main roads and Interstate 95. Goods and services are nearby on Boynton Beach Boulevard and U S Highway 1. With the involvement of the City of Boynton Beach and the Community Redevelopment Agency, Heart of Boynton Community Redevelopment Plan can continue to succeed in revitalizing the area. Land Use: "LRC', Local Retail Commercial Zoning: "C-2", Neighborhood Commercial District has the purpose to implement the local retail commercial future land use classification of the Comprehensive Plan. The intent of the district is to allow low- intensity commercial uses of a retail convenience that are intended to service individual residential neighborhoods. Minimum lot area is 5,000 square feet, minimum lot frontage is 50 feet and minimum lot depth is 100 feet. Zoning ordinance is in the Addenda. 19 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Platting: The appraised land consists of one platted lot. Site Description: The shape of the site is a parallelogram. Approximate dimensions and size are from public records. North boundary on adjacent property: 137.00 ft East boundary on Railroad Avenue Right-of-way (grassy swale): 50.00 ft South boundary on NE 9 Avenue: 137.00 ft West boundary on alley: 50.00 ft Total: 6,850 square feet or 0.16 of an acre Utilities: All utilities are available to the site. Access: The site is accessible via Railroad Avenue on the east and NE 9 Avenue on the south. Directional road signage for Railroad Avenue is confusing as to whether the road is one or two directions from East Martin Luther King, Jr. Boulevard (E MLK)heading south past the appraised land. The avenue is narrow and without street improvements. NE 3 Street to the west of the lot concerned will be widened and extended north to E MLK Blvd for improved east- west travel. The boulevard has a crossing over the FEC railroad tracks to reach North Federal Highway. NE 9 Avenue is a two-laned local road, without a FEC RR crossing. Easements: Easements are not noted on original plat. If they exist, utility easements would most probably be around the perimeter of the lot. 20 APPRAISAL REPORT (continued) 2-2(a)(iii) Summarize information sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic characteristics relevant to the assignment; (continued) Encroachments: There is no sketch of survey to review to note if there are encroachments. Improvement Description: From the Palm Beach County Property Appraiser's records, improvement on the site is a single family residence containing 1,106 square feet, constructed in 1930. The building appears to be of wood construction on an elevated stem wall foundation. The property owner stated no one has occupied the premises since he purchased it in 2015. The improvement has reached the end of its physical and economic life. It has no contributiory value to the highest and best use of the land which is for a new small retail building or larger facility if assembled with adjacent lots. It is not financially feasible to rehabilitate the old building into a modern one. Cost of demolition would be off-set by salvage value of the building materials. Environmental Assessment: No assessment was available for review. 2-2(a)(iv) State the real property interest appraised; A person who owns all the property rights is said to have fee simple title. A fee simple title implies absolute ownership unencumbered by any other interest or estate. Partial interests in real estate are created by selling, leasing, et cetera. Partial estates include leased fee and leasehold estates. The interest appraised is fee simple. 21 APPRAISAL REPORT (continued) 2-2(a)(v) State the type and definition of value and cite the source of the definition; The purpose of the appraisal is to develop an opinion of market value of the subject property as of August 13, 2019. MARKET VALUE: a type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or a bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories as follows. 1. the relationship,knowledge, and motivation of the parties(i.e.,seller and buyer); 2. the terms of sale(e.g.,cash,cash equivalent,or other terms);and 3. the conditions of sale (e.g.,exposure in a competitive market for a reasonable time prior to sale). Market value appraisals are distinct from appraisals completed for other purposes because market value appraisals are based on a market perspective and on a normal or typical premise. These criteria are illustrated in the following definition of Market Value*, provided here only as an example. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are tvpically motivated 2. both parties are well informed or well advised and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and S. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. * This example definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform,Recovery, and Enforcement Act(FIRREA)of 1989 between July 5, 1990,and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration(NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referenced in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994,and in the Interagency Appraisal and Evaluation Guidelines,dated December,2010. Florida Court Definition: "Market Value is the price that a seller willing, but not compelled to sell, and a buyer willing, but not compelled to buy, would agree to in fair negotiations with knowledge of all the facts." [Source: Fla. Power & LiFht Co., v. dlenniwl 518 So.2d 895 (Fla. 1987)] 22 APPRAISAL REPORT (continued) 2-2(a)(vi) State the effective date of the appraisal and the date of the report; A) Effective Date of the Appraisal: August 13, 2019 B) Date of the Report: August 13, 2019 2-2(a)(vii) Summarize the scope of work used to develop the appraisal; The appraisal problem is to develop an opinion of value of the property based on its highest and best use. The appraiser inspected the property and photographed it. A thorough investigation was made into the physical characteristics of the property that could affect its value. The market area was surveyed to determine its stage of the life cycle. Research was conducted to ascertain economic factors that might influence value. Data research consisted of collecting, confirming, and reporting land sales. The process included searches and analyses, inspections and confirmations, and final reporting. The appraiser examined several sources of sales data, including the multiple listing service, Palm Beach County Appraiser's records, the public records, and data from the appraiser's plant. For Sales Comparison Approach-Land Valuation, land sales are compared to each other and to the property under appraisement to arrive at an opinion of value. 2-2(a)(viii) Summarize the information analyzed, the appraisal methods and techniques employed, and the reasoning that supports the analyses, opinions, and conclusions; exclusion of the sales comparison approach, cost approach, or income approach must be explained; The information analyzed and appraisal method used is detailed in the valuation section of the report. Further, the reasoning that supports the analyses, opinion, and conclusion is explained in that section. Cost Approach is not used because there are no improvements of value on the site. The Income Approach is not employed in this appraisal because most land is typically purchased for immediate use, not for lease. Sales Comparison Approach is the best method to value vacant land. Exclusion of the Cost Approach and Income Approach still produce a creditable report. 23 APPRAISAL REPORT (continued) SR I-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; and There are no known agreements for sale, options or listings of the appraised property as of the effective date of the appraisal. b) analyze all sales of the subject property that occurred within the three (3) years prior to the effective date of the appraisal. The property owner purchased it on April 8, 2015 for $50,000. The owner said he bought it to upgrade and resell. However, single family use and placement of the building on the lot are not conforming to current "C-2" zoning code. Alternatively, the price paid for the property of$7.30 per square foot of land was in the market range and a significant indicator of value for the property. This transaction is included in Land Valuation as Land Sale 5 in this report. 2-2(a)(ix) State the use of the real estate existing as of the date of value, and the use of the real estate or personal property reflected in the appraisal; The use of the real estate on the date of valuation is essentially vacant land because the improvements have no contributory value to the highest and best use of the property. The property as vacant land is the use which is reflected in the appraisal. No personal property is included in the valuation. 2-2(a)(x) When an opinion of highest and best use was developed by the appraiser, summarize the support and rationale for that opinion. 24 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Physically Possible as Vacant No soil or subsoil tests are available for review. However, some of the surrounding land has been improved with residential, commercial or industrial properties since the 1920s. The land is level and filled to street grade; however, the type of fill is not known. Land size is about 6,850 square feet; the shape is a parallelogram. All utilities are available to the site. The lot is at a corner of two local roads. Physical constraint to develop the site is its size which governs the size of the potential improvement which can be placed on it. Legally Permissible as Vacant Legal restrictions to the development of the site consist of land use designation, building and zoning codes, platting restrictions and restrictive covenants. Land use designation is Local Retail Commercial. Zoning is "C- 2", Neighborhood Commercial in the City of Boynton Beach. Minimum lot area is 5,000 square feet; minimum lot frontage is 50 feet. The subject land size is about 6,850 square feet, with a base of 50 feet. It appears that the appraised lot meets the minimum standards in the "C-2" district to be developed with a stand-alone building. However, city officials make that determination. Financially Feasible as Vacant The third test of Highest and Best Use is economic feasibility. Demand for a certain property type must be evident for it to be feasible. For it to be financially feasible, the use must be marketable and provide the investor with a competitive return when compared with alternate uses. The subject market area has been improved with single-family residences, small multi-family dwellings, and a few commercial properties for almost 100 years. Structures come to the end of their useful lives, improvements are razed and the sites are redeveloped with modern projects. 25 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT As mentioned, the trend is from low density single occupant residences to higher density multi-family or mixed use projects. With a small amount of vacant land in the densely populated eastern part of Palm Beach County, land has to have a higher yield with more dwelling units per acre calling for multi- story buildings. To provide goods and services to the denser population, commercial properties will be in demand. The appraised lot, along with the entire block, is zoned "C-2", essentially vacant and ready for a commercial development. The three contiguous lots to the west of the lot in question are owned by the Boynton Beach CRA. Potentially, the three lots will be the site of the relocated Community Caring Center of Boynton Beach (CCC of BB). Plans are to construct a new facility in a zoning district where such as use is permitted. If the CCC of BB moves to the three adjacent lots, then the subject lot and two adjacent to the north remain for a small commercial project(s). Financially feasible use of the appraised land is to improve it with a stand- alone low intensity commercial use such as a store. Greater financial feasibility would be to assemble it with the two lots to the north and construct a larger retail project. The most probable buyer for the site is a local developer familiar with the revitalization that will occur in the subject market area. Time for development is now with renewed interest in the neighborhood and support from the Boynton Beach Community Redevelopment Agency. Maximally Productive as Vacant In summary, the Highest and Best Use of the appraised property is to improve it with a low intensity retail facility, either stand-alone or larger if assembled with adjacent lots. Such use would be potentially physically possible, legally permissible, financially feasible and maximally productive. 2-2(a)(xi) Clearly and Conspicuously: State all extraordinary assumptions and hypothetical conditions; and state that their use might have affected the assignment result. There are no extraordinary assumptions or hypothetical conditions in this report. 2-2(a)(xii) Include a signed certification in accordance with Standards Rule 2-3 See signed certification in report. 26 SALES COMPARISON APPROACH LAND VALUATION Subject and Land Sale Location Ma J P IkuW71J, j� 1+ RIT .L 4 yy 1rr' 6t 'v c 2-,�1 it Y-1 _ ! �'m L.._ .c d !'1 4 + t �dC1 k�e zIe�B c�1 � 'TI jr' t^ p {-SSCUES YL7 - � t xx2 Icrz aa�� N-� i -� 4�.L..�'.' j.� �i-� L }iT + T..t _ z+ 1I�,r ajlljlll ppr�y sqdt I __2 C3 P• I I mal�y107H AW- L J �J 41 l Sj ipj'�`'' 11...7 3 .�.rJ 4--Lf�l�� 1 �II�y ! f �) �� frsrt862 � (i��I�� +ice �[ii i 5 � +.a -i 512$02 " SR SC�2 r SR&CF2 `I [I,.jj[so -16,WINI �1I I ! , xfls ilj� ��AUE s NIELALEU CA.�LN li II -t � V d cf z "Ea' l; it LlI,L ..1i 'I o ICS m �,,�SR 812 SR 8}2 f �1 l [ +�y Nf=LANTANA IYO 11yllt C i ryJ`i�, .y - Wk"e7 ,q .H.VEf z Affantic ` rp tai ean =-, s 1� }iL —_i Ill t-I �m fkf. t. - t 'ti III 7; �i1� H1r IIJtIU I �� =1 L7`L1 v �t� ill�i� I-7 � ��m a t� r ® Vit + �4"- � rna }y, '- )�� Ln MIA- r} j rs 1 - 1 ',a +� � 'j"'� GATEWAYc ELVQ SUBJECT&SALE 51 T j +g +. AL _ s m !�t Ls - —k Ott�r?a_ ,A� ©. qf I 1 ��;1 ! 1-s m 1 j `f' L BQYNTQ BEACH BLVD m _ � � t , 1 n s1 i� �_ j s 1^ 1l {s a P SALE S C a� 0-1 = L z + xosL E x sa�r7i a -` I.I C, n s ( Q 54V_23RQdAVE` 5 _ +Iskj a l r�i�. "' ❑� � j4 F-1 s� a i 1 � i J � y � �FI 4 4� STI-)�` ,j: i"(, -� -_:'�ti L -P 7 TF1 � - 4 ' Data use subject to license- Mi \©DeLorme-DeLorme Street Atlas LlSAQ 217x9- © �z 'I 1%z 2 2'/z www-delorme-com MN(6-8°W) Data Zoom 11-1) 29 VACANT LAND SALES SALE NO. 1 LEGAL DESCRIPTION Lengthy, See copy of Warranty Deed following. RECORDED O. R. Book 29713,Page 1191 GRANTOR Blanca Moreda,u1w GRANTEE JKM Boynton ALF,LL DATE OF SALE March 9, 2018 LOCATION 11758 S. Military Trail Boynton Beach(area),FL ZONING "AR"Agricultural Residential SALE PRICE $370,000 LAND SIZE 22,355 square feet(80 feet x 279.44 feet) UNITS OF COMPARISON $16.55 per square foot of land AADT TRAFFIC COUNT 34,500 avg. cars per day PARCEL CONTROL NO. 00-42-45-36-00-000-7040 CONDITIONS OF SALE Cash sale. Arm's length transaction. CONFIRMED Jim Knight—Selling Broker COMMENTS This parcel is one of three purchased by the same grantee. All three parcels were approved for 148 Bed Assisted Living Facility (ALF). The other two parcels were larger than this sale one, though sold for $17.77 per square foot. 30 CFN 2CoI c3 --#CI9v53x IOR BK 2971; PG 1191 RECORDED 03/15/2018 15:32:55 ANT 370,000.00 This instrument prepared by and Da_ Stamp 2,590.00 When recorded return to: Palm Beach County, Florida. Sharon R. Bock,CLERY h COMPTROLLER P9s 1191 - 119.3► (3p9si JBoon, Grave de Peralta, Esq. I PG Law pion Blvd., Suite G11-281 Florida 33496 1561.325.6510 42-45-36-00-000-7040 o Q Space Above This Line For Recording Data O SPECIAL WARRANTY DEED THIS INTURE, made the day of March, 2018, by Blanca Moreda, an unmarried woman,`Individually and as Trustee of the Blanca Moreda Revocable Trust dated December 23, 1998, Ch6se address is 4755 Technology Way, Suite 205, Boca Raton, Florida 33431 ("Grantor") to Boynton ALF, LLC, a Florida limited liability company, whose address is 2300 Glades Suite 202E, Boca Raton, Florida 33431 (hereinafter collectively called the "Grantee"). WITNESSETH: THAT GRANTOR, for n consideration of the sum of Ten Dollars ($10.00) and other good and valuable const e 'on, the receipt and adequacy of which is hereby acknowledged, hereby grants, bar sells, remises, releases, conveys and confirms unto Grantee, certain real property located lm Beach County, Florida, which is more particularly described on Exhibit"A" attached her incorporated herein. SUBJECT TO easements, restric ions, reservations, limitations and other matters of record and to taxes for 2018 and subsequent years. TOGETHER with all the easements, tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND GRANTOR hereby covenants with Grantee that Grantor will warrant and defend the Property against the against the lawful claims of all persons claiming by, through or under Grantor, but against none other, subject to taxes accruing subsequent to December 31, 2017, government ordinances and regulations, and covenants, easements and restrictions of record, if any, provided that this reference shall not serve to reimpose same. (Signatures appear on the following page) 31 PG 1030-0007 Book29713/Page1192 CFN#20180098531 Page 2 of 3 (Page 2 of Special Warranty Deed) IN WITNESS,WHEREOF, Grantor has executed this Special Warranty Deed as of the d y a ear set forth above. Q Sign aled and d livered in th se e A " \ Print me: 4 B an a ore , as Trustee of the Blanca Moreda JvocReTrust dated December 23, 1998, Print Name: V44vi Blanc More a, individually State of Florida p County of Palm Beach The foregoing Special *y Deed was acknowledged before me this J day of March, 2018, by Blanca Moreda, ani arried woman, individually and as Trustee of the Blanca Moreda Revocable Trust dated Decz_VE personall known to me or' has produced a Florida driver's license as Nota blic Na e: (Notary Seal) Commission Expires: STEPHEN J.GRAVE DE PERALfA s Commission#FF 123297 _ fa, Expires May 14,2018 80nd*d Thu Tnry Fpm Inrvanu 800.1854019 . 32 PG 1030-0007 Book29713/Page1193 CFN#20180098531 Page 3 of 3 EXHIBIT A LEGAL DESCRIPTION te h Seventy feet (70') of the West half(W 1/2) of the Northwest quarter (NW 1/4) of the So e� quarter (SW 1/4) of the Southwest quarter (SW 1/4) of Section 36, Township 45 Sou nge 42 East. AND 1 0 QP The South Te&feet (10') of the West half (W 1/2) of the Southwest quarter (SW 1/4) of the Northwest q (NW 1/4) of the Southwest quarter (SW 1/4) of Section 36, Township 45 South, Range , LESS Road-Right-of-Way. SAID LANDS ALWITUATE IN PALM BEACH COUNTY,FLORIDA. 0 33 PG 1030-0007 G $ � t - ty�oa t r r F i f A �, •, �, •, •, _, •, �t L t .L tp t t �tp'uf•i; � 6 _ AERIAL PHOTO OF L ND SALE NO. 1 11758 S. Military Trail Boynton Beach, Florida 34 VACANT LAND SALES SALE NO. 2 LEGAL DESCRIPTION Lengthy, See copy of Warranty Deed following. RECORDED O. R. Book 29202,Page 0673 GRANTOR Voloshin Realty LLC GRANTEE Onyx III LLC DATE OF SALE June 27,2017 LOCATION 3181 S. Military Trail Lake Worth Area of Palm Beach County, Florida ZONING "CG" General Commercial SALE PRICE $400,000 LAND SIZE 23,531 square feet(97 feet x 242.59 feet) UNITS OF COMPARISON $17.00 per square foot of land AADT TRAFFIC COUNT 37,000 average cars per day PARCEL CONTROL NO. 00-42-44-24-01-000-0162 CONDITIONS OF SALE Financing provided by a mortgage with JPMorgan Chase Bank (72% Loan to Price ratio) at the market rate and terms. CONFIRMED Seller's Office: Voloshin Realty LLC COMMENTS Purchased for future commercial development. 35 I II11!!IIIII II III 11!11 II111 Illtl IIIII tlll Ifll C=1=N 203179_J242754 OR PK 29202 F'G A36 r 3 PREPARED BY&RETURN TO: RECORDED 07/07/2017 09:05:57 Will Call#224 AMT 400 Y O00.00 Name: Law Office of Stella Suarez-Rita,P.A. Doi_ Stamp 2Count9 y Palm Beach Doc Florida Address: 12783 W. Forest Hill Blvd Sharon R. Bol_k,CLERY, b COMPTROLLER ite 9-A Pas (1673 - 6749 (2p3s) lington,FL 33414 e No. RE17-0015 Parcel No.. 2-44-24-01-000-0162 �o SPACEVE THIS LINE FOR PROCESSING DATA SPACE ABOVE THIS LINE FOR RECORDING DATA This WATY DEED,made the 27th day of June, 2017,by VOLOSHIN REALTY LLC,A FLORIDA LIMITED LIABIL �ON PANY, , hereinafter called the Grantor, to ONYX III LLC, A FLORIDA LIMITED LIABILITY COMPANY mg its principal place of business at 48 N. Lake Shore Dr,Hynoluxo,FL 33462,hereinafter called the Grantee: WITNESSETH: Tha rantor, for and in consideration of the sum of$10.00 and other valuable consideration, receipt whereof is hereby ackno d, does hereby grant,bargain, sell, alien,remise,release,convey and confirm unto the Grantee all that certain land situat 'n my of Palm Beach, State of Florida,viz: 0 The East 325 feet of the Sa eet of the North one-half(1/2)of Tract 12,MODEL LAND COMPANY SUBDIVISION of the Nort If(1/2)of Section 24,Township 44 South,Range 42 East,Palm Beach County,Florida,according t lat thereof as recorded in Plat Book 5,Page 76,Public Records of Palm Beach County,Florida. Less and Excepting the East 15 feVas conveyed to Palm Beach County in Deed Book 860,Page 465 and the West 13 feet of the East 28 feet of thth 96 feet as conveyed in O.R.Book 1100,Page 443,Public Records of Palm Beach County,Florida. t Property Address: 3181 S.Military Tr=Worth,FL 33463 Consideration/Purchase Price: $400,000.0&=�� TOGETHER WITH all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. SUBJECT TO TAXES FOR THE YEAR 2017 AND SUBSEQUENT YEARS, RESTRICTIONS, RESERVATIONS,COVENANTS AND EASEMENTS OF RECORD,IF ANY. TO HAVE AND TO HOLD the same in fee simple forever. And the Grantor hereby covenants with the Grantee that the Grantor is lawfully seized of said land in fee simple, that the Grantor has good right and lawful authority to sell and convey said land and that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever. Grantor further warrants that said land is free of all encumbrances,except as noted herein and except taxes accruing subsequent to December 31,2016. Page 1 of 2 36 Book29202/Page674 CFN#20170242754 Page 2 of 2 IN WITNESS WHEREOF, the said Grantor has signed and scaled these presents on behalf of the company, the day and year first above written. Signed, led a delivered in the presence of VOLOSHIN REALTY LLC, A FLORIDA LIMITED LIABILITY COMPANY Witness ure Printed Na ��Qin C� �nd(�l p By: , L.S. Name:Bart Voloshin Title:Manager Member Witness Signature Printed Name: Carla C.Fumo Address(Principal Place of Business): 1141 S. Military Trt, West Palm Beach,FL 33415 STATE OF FLORIDA COUNTY OF PALM BEACID 0 The foregoing instrum acknowledged before me this 27th day of June,2017,by Bart Voloshin,as Manager Member of VOLOSHIN REAL ,a Florida limited liability company. He (she)is personally known to me or has produced �� i�/�� %s identification. u c�� O,�F,iiY PUB(i CARLAFURNO Signature of Notary * * MY COMMISSION#FF 085157 Printed Name: Carla C.Furno EXPIRES:February 9,2018 My commission expires: _"1.F F0P\oe Bonded Thru Budget Notary Services CJ Page 2 of 2 37 IV i i1t C 16, C Ii I 1 s AERIAL PHOTO F LAND SALE NO. 2 3181 S. Military Trail Unincorporated Palm Beach County, Florida (Lake Worth area) 38 VACANT LAND SALES SALE NO. 3 LEGAL DESCRIPTION Lengthy, See copy of Warranty Deed following. RECORDED O. R. Book 30160,Page 443 GRANTOR Grav Inc. GRANTEE Boynton Beach Community Redevelopment Agency DATE OF SALE October 1, 2018 LOCATION 106 Northeast 3 Avenue Boynton Beach, FL ZONING "R-2", Single and two-family residential SALE PRICE $100,000 LAND SIZE 11,441 square feet(irregular shape) UNITS OF COMPARISON $8.74 per square foot of land AADT TRAFFIC COUNT 13,400 average cars per day PARCEL CONTROL NO. 08-43-45-21-30-001-0120 CONDITIONS OF SALE Cash sale. Arm's length transaction. CONFIRMED Grantee's Office: Boynton Beach CRA COMMENTS Negotiated sale between a private entity and the predominant property buyer in the subject market area. Future land use is mixed use medium density. The site fronts Seacrest Boulevard and is two blocks north of Boynton Beach Boulevard. 39 CFN 20180376924 OR BK 30160 PG 443 RECORDED 10/02/2018 13:48:06 Palm Beach County, Florida AMT 100,000.00 DEED DOC 700.00 Prepared b�and return to: Sharon R_ Bock Scott W.Hoffman,Esq. CLERK&COMPTROLLER Hunt&Gross,PA 185 NW Spanish River Blvd.,Suite 220 Pg5 0443-0444; (2Pg5) Boca Raton,Florida 33431 10c Number: 6478.00026 V 11 Call No.: Par , Wntification No. 08-43-45.21-30-001-0110 0&43-45-21-30-001-0120 — --ISpace Allose"lhis Line For Recording Dalai .-- ---- .. Warranty Deed 6-1 Aro rOa Y I;ORM-SrCrlax 6A9 02-t S) 0 This Indentu made this Ist day of October, 2016 between Crav Inc., a Florida corporation whose post office address is 664 Jaffe Boca Raton,FL 33487 o1'the County of Palm /leach.State ofFlorida,grantor*.and Boynton Beach Community pment Agency whose post office address is 710 N. Federal Highway, Boynton Beach,Fl, 33435 of the County of each,State of Florida,grantee`, Witnesseth that said g r 2yd in consideration of the sum of TEN AND NO 100 DOLLARS(510.00)and other good and valuable considera grantor in hand paid by said grantee,the receipt whereof is hereby acknowledged. has granted,bargained,and so id grantee,and grantee's heirs and assigns forever,the following described land. situate,lying and being in Palm aunty.Florida,to-wit: Lots II and 12, Block 1, &ARD4UNK ADDITION TO THE TOWN OF BOYNTON, FLORIDA according to the i� thereat;as recorded in Plat Book 2,Page 15,of the Public Records of Palm Beach County,Florida. 0 Less and Except: A parcel of land r d right of way purposes in Section 21,Township 45 South, Range 43 East,Palm Beach County, more particularly described as follows:All that portion of Lot 12,Block 1,of SHEPARD- (TION TO THE TOWN OF BOYNTON. FLORIDA according to the Plat thereof,as rccorat Book 2, Page 15,of the Public Records of Palm Beach County, Florida, lying West oposed Easterly right of way as shown on the Right-of-Way Map of Seacrest Boulevard as recorded in Road Book 5,Pages 179 through 183 of said Palm Beach County Records. Subject to (a) taxes and assessments for the year of closing and subsequent years; (b) zoning, restrictions, prohibitions and other requirements imposed by governmental authority; and (c) easements, restrictions and other matters of record and/or otherwise common to the subdivision without serving to reimpose same. and said grantor does hereby fully warrant the title to said land,and will defend the same against lawful claims of all persons %howsoever. "Grantor'and Trraruee`are used for srngular or plural,as comext rquires DoubleTime'r 40 CFN 20180376924 BOOK 30160 PAGE 444 2OF2 In Witness Whereof,grantor has hereunto set grantor's hand and seal the day and year first above written. Signed,sealed and delivered in our presence: Grav Inc.,a Florid corporation By. Witn a _ k,H A ela ravallese,President c W itnes �&� (Corporate Seal) State of Florida County of Palm Beach The foregoing instrument wawledged before me this ZA day of Sc&mb;r , 2018 by Angela Gravallese. President of Grav Inc., a F1 ori c ration, on behalf of the corporation. She [#q is personally known to me or [_]has produced a driver's license as ide bA. [Notary Seal] ID Notary blit Printed Name: ELIZABETH G.COURANT FllTJIBETH G. -- - »= M COMMMION/GG My Commission I:spircs: N arrmm Deed(Stonr(orj Foran-Pagc 2 DoubleTimell 41 Y i { t , itis s•�� s t; Pit 4i}iss {i11i� � }�s i4i f i - � N t � � �itr z f ft�{t+�i N��S s trt i 4 t S�l�l s\l sJ/t i� {\�3� hji��t}�{�iltt�'}�3��`•,� \�Y}s t}�}3�j�}s"�I j�}t{ is{r sSi�a�y trf� W �if�yi�tt ss(�stssltllW t>��it��il��l �fi +f31¢S1\)1'` �Yf\t ��,i rrg 1 ljSi11\ �f�f at�t r �"� {r r , 1 n ' I��v A I!ss ih srs'1�tF "RA tNi 7 s s f i s P } 1 VACANT LAND SALES SALE NO. 4 LEGAL DESCRIPTION Lot 13 and the East 38 feet of Lot 14, HILLTOP VILLAGE, Plat Book 24,page 70,Palm Beach County, FL RECORDED O. R. Book 29551,Page 1131 GRANTOR Eddie Thomas, et al GRANTEE Boynton Beach Community Redevelopment Agency DATE OF SALE December 21,2017 LOCATION 230 West Martin Luther King, Jr. Boulevard Boynton Beach, FL ZONING "R-2", Single and two-family residential district SALE PRICE $81,500 PROPERTY DESCRIPTION 11,648 square foot(irregular shaped)vacant land parcel UNITS OF COMPARISON $7.00 per square foot AADT TRAFFIC COUNT 2,800 average cars per day FOLIO NUMBERS 08-43-45-21-09-000-0130 CONDITIONS OF SALE Cash sale. Arm's length transaction. PROPERTY RIGHT SOLD Fee Simple CONFIRMED Grantee, Boynton Beach CRA COMMENTS Boynton Beach CRA is acquiring properties in the area to be assembled into larger sites and readied for redeveloped. 43 G k k 4z - iN Wl3arRin ku1lier Kin€Jr BIYd - VY EAaRtlki L41 kiR�r#Gknp.Ns.C31wd ,wi w AERIAL PHOTO F LAND SALE 4 230 W MARTIN LUTHER KING, JR. BLVD. BOYNTON BEACH, FL 44 VACANT LAND SALES SALE NO. 5 LEGAL DESCRIPTION Lot 151, ARDEN PARK ADDITION, Plat Book 2, Page 96 of Palm Beach County Public Records. RECORDED O. R. Book 27945,Page 1382, GRANTOR Verenda Brown, s/w GRANTEE Marcus Spence, s/m DATE OF SALE April 8, 2015 LOCATION 1001 N Railroad Avenue Boynton Beach, Florida ZONING "C-2",Neighborhood Commercial District SALE PRICE $50,000 PROPERTY DESCRIPTION 6,847 square foot vacant lot UNITS OF COMPARISON $7.30 per square foot FOLIO NUMBER 08-43-45-21-28-000-1510 CONDITIONS OF SALE Arm's length cash transaction. PROPERTY RIGHTS SOLD Fee Simple CONFIRMED Grantor: Verenda Brown COMMENTS This is the sale of the appraised property. Commercially zoned lot fronting a neighborhood thoroughfare. Depreciated single family house on the lot at the time of sale. Cost of demolition would be off-set by salvage value of building components. 45 i, tilto'sy�s IS "777177 AERIAL PHOTO OF LAND SALE NO. 5 1001 NORTH RAILROAD AVENUE BOYNTON BEACH, FLORIDA 46 D LLL N J W m Q N l0 to O O N > O Z LL 0 V ice/? V? V? ice/? ice/? � Ol Q a � J W Z l0 O O O O N00 00 O O OOi Ln O m l0 i ju V i i N In N Q O 3 7 0 0 d O 0 0 O d ��- m 0 fo m + o O +. M o 0 ip LL opo `p w z o J v .v ca a ca a W ...... D D ......« C C N N G Ln o o m O d N O O a�+ Y N n O O m O _ Ln Ln a m C Q m vCOi v`ni Q 3 j o 0 0 0 Q d to O c �T O N O rl o E in p m m C }, N + O l0 O t m O ci r t O + 0 i0 W + 0 + 0 N � t Y 0 to 0 im/?^ '� 0 ice/ 0 i _ ti olI N N N N N O Q u u V 7 O Q O N In c-I ci 00 LL in m a a in 2 d M m Lra � 00 0o U Lp C N m ci ci l0 l0 F 3 J N N ci ci Z N W NW W O 6 O 6 O 6 0 6 0 6 W J-00--ool U/JI VI O O O <1 Ln <1 O < �I 'O c Q tm/? tom/? tom/? oo ,� ri ,U ri O Z 00 Il W Il to LU (,I ci ci ci ci ci14 Q W O O O O O C N JI UI W \ \ \ \ \ \ O Drn \ \ 0 J p� o 0 0 � o j o Q CL _ a a M J H •O 7 — m •O O W > O Q N �!' LL .O N LL LL Q LL Q LL (n ZW J S Aj LL 7 S S S Q S D Q vai r, m a '�° a 'w° ,n o o a o 0 M ZQ j Z m O W 00 00 00 V '� 00 M C to Z C C W C W W C J +O+ rl 0) C +O+ +O+ Z +O+ j Z +O+ L c co Y 0 O Q rl m M J m N m rl m rl m U Q SALES COMPARISON APPROACH LAND VALUATION Of the several methods to develop an opinion of land value, the one considered to be the most reliable is the Sales Comparison Approach. In this method, sales of other similar vacant parcels are compared to the site concerned; then adjusted for differences to arrive at land value. For the opinion to be supportable,there must be an adequate number of sales of similar properties for comparison to the subject. The steps of sales comparison in Land Valuation are: 1) Locate and collect information of recent sales of sites most similar to the land being appraised. 2) Verify the sales information with parties to the transactions, including details of financing and any special considerations or non-typical market features. 3) Select relevant units of comparison and develop a comparative analysis for each unit. 4) Compare and adjust the sales to the subject using the significant, market-derived units of comparison. 5) Reconcile all value indications from the comparisons into a single value opinion by this approach. The appraised land contains about 6,850 square feet. Zoning is "C-2", Neighborhood Commercial. Highest and best use is for development of an individual retail facility or a larger one if the lot is assembled with adjacent parcels. The building on the appraised site does not contribute to the highest and best use of the property. Cost of demolition would be off-set by salvage value of the building materials. A search was made to find recent sales of sites in the immediate subject market area and in areas where vacant parcels are being put to commercial or mixed use. Two of the land sales are located further west in Palm Beach County where more recent construction has taken place. The other three land sales are in the immediate subject market area, with No. 5 being the purchase of the land in question. Details of the transactions are on the sale sheets and chart. The unit of comparison relevant to this valuation is Sale Price per Square Foot of Land. The range of unit prices is from $7.00 per square foot to $17.00 per square foot of land,before adjustments. ELEMENTS OF COMPARISON Elements of comparison are the characteristics of transactions and properties that cause variation in prices paid for real estate. The Appraisal of Real Estate continues by stating that there are basic elements of comparison that may be considered in sales comparison analysis for land valuation. The first group is termed transactional elements being: real property rights conveyed, financing terms, conditions of sale and market conditions. This second group of property elements consists of location,physical characteristics and use. Each element is hereafter addressed. (Continued) 48 LAND VALUATION (Continued) Real Property Rights Conveyed A transaction price is always predicated on the real property interest conveyed. Property interests conveyed can either be fee simple (without tenants) or leased fee (subject to leases). An adjustment for property rights conveyed is based on whether a leased fee interest was sold with leases at market rent, or below or above market rent. In the case of land,there could be a land lease on the site that would create a leased fee interest. The lease amount would require examination to see if the tenant (the leasehold interest) had a value greater than zero. If it is, then the submarket rental rate would give some of the property value to the tenant. The real property right conveyed in the land sales was fee simple interest, the same interest valued for the land in question. No numerical adjustment is warranted for this element of comparison. Financing Terms Financing terms may have a bearing on the price paid for a property. Such terms that may affect price include assuming a mortgage at lower than current interest rates, the seller paying a buydown for the buyer to have a lower interest rate, or the seller providing financing for a transaction at lower than typical institutional rates. In all of these cases, the buyer could have paid higher prices in such transactions to obtain favorable financing. Four of the land sales were in cash, which is the most common form of payment for vacant lots in the subject area. Sale 2 was financed by a mortgage with bank at a loan to price ratio of 72%. Reportedly, the loan did not have an effect on the sale price. No adjustments are made for this element of comparison. Conditions of Sale Condition of sale addresses the motivation of buyers and sellers. Such motivations include a seller accepting a lower than market price for needed cash, a lender selling a previously foreclosed property to comply with regulations imposed on the institution, or a buyer purchasing an adjacent property. Even arm's length transactions may be the result of atypical motivation, such as lack of exposure time to the market,the result of an eminent domain proceeding, or tax consideration. The land sales cited in this report are arm's length transactions. Land Sales 1 and 2 were purchased for commercial projects. Boynton Beach Community Redevelopment Agency (BBCRA)purchased Nos. 3 and 4 as part of the on-going acquisition for assemblage for new projects in the market area. These were negotiated transactions based on market prices in the immediate area. No. 5 is the purchase of the subject property. Conditions of sale for the transactions are typical for the neighborhood,with no adjustments needed. (Continued) 49 LAND VALUATION (Continued) Market Conditions Comparable sales that occurred under different market conditions than those applicable to the subject on the effective date of the value estimate require adjustment for any differences that affect their value. The most common adjustment for market condition is time; however, the passage of time itself is not the cause of the adjustment. Market conditions which change over time are the reason to make the adjustment, such as appreciation or depreciation due to building inventory, changes in tax laws, investor's criteria, building moratoriums, fluctuation in supply and demand, et cetera. It is also possible that there is no change in market condition over time. Sales in the area are currently increasing at or near the rate of inflation. The appraisers adjust the sales to the current date of valuation at a rate of 3%per year. Adjustments for transactional elements of comparison were considered; now, the land sales are likened to the subject and to each other for property elements of comparison. Location The location of a property is a key factor in prompting a buyer to purchase it. Location encompasses many aspects such as road frontage, access, traffic count, proximity to other competing properties, proximity to a market that will use the goods and services housed in a property, governmental influences, etcetera. Typically, properties in a neighborhood share some of the same locational characteristics such as age, condition, and style. However, there may be differences such as corner location, view, and zoning, to name a few. Properties of a similar type may be in different locations, yet the locations may share enough similarities to justify comparison. Factors of similarity between locations include average daily traffic counts, zoning and/or land use, and market composition. A thorough search for sales was made throughout the subject market area and surrounding areas. There have been few sales of smaller, commercially zoned sites. Those included in the appraisal provide an overview of this type of land. Land Sales 1 and 2 are located on Military Trail, a principal north-south arterial in central Palm Beach County. Nos. 3 and 4 are located in the immediate subject market area. No. 5 is the subject site. Military Trail has a traffic count of between 34,500 and 37,000 vehicles per day. No. 3 fronts Seacrest Boulevard which has a traffic count of 13,400 vehicles per day. The count for No. 4 on Martin Luther King, Jr. Boulevard is 2,800 vehicles per day. A count for Railroad Avenue is not available. Locations of Land Sale 3 and the subject are most similar because they have a potential of increased intensity of use. Comparing the locations of Land Sales 1 and 2 with No. 3 and the subject, exposure to potential customers and clients is about 50% superior as shown by traffic count. Land Sales 1 and 2 are adjusted downward 50%for site location. Land Sale 4 is located on MLK Blvd. with "R-2"zoning; however, it lacks the potential of commercial or mixed use. No. 4 is inferior to No. 3 and the subject, and adjusted upward 10% for this element of comparison. (Continued) 50 LAND VALUATION (Continued) Physical Characteristics Physical characteristics to be considered for adjustments are those that cause a difference in price to be paid by the market. A wide range of such items includes land size, shape, frontage, topography, view, access, functional utility, et cetera. Adjustments for physical characteristics are best derived from the market by paired sales comparison. Through the process of searching for comparable sales, the physical characteristics are of great import. From the universe of possible comparable sales, those that are most similar to the site appraised are presented in the report for analysis and comparison to the subject. The less the number of physical differences,the better. The sizes of the land sales are greater than the lot concerned. As mentioned, sales of very small commercially zoned sites are rarely occur; and if they do, may not be in a similar market area. The land sales in the data set are used as-is to develop an opinion of the value of the subject without unsupported adjustments for the various aspects of physical characteristics. Use For sites to be comparable,they should have similar uses. Future Highest and Best Use for the land concerned along with Land Sale 1 is to be assembled with adjacent lots to have sufficient size for a multi-family project. More emphasis is placed on the unit price of this land sale for the final value opinion of the subject. Land Sales 2, 4 and 4 could also be assembled with adjacent lots for lower density residential projects. The elements of comparison of location and use are closely related in this data set. Land Sale 1 is more similar to the subject for these elements of comparison. For sites to be comparable, they should have similar uses. Highest and Best Use for the land concerned is for low intensity retail use. Land Sales 1 and 2 will be put to commercial uses. Land Sales 3 is in the immediate subject market area that is experiencing revitalization and could be put to mixed use. Use is closely aligned with location and having sufficient exposure to the market to support the use. The adjustment for location has already been made with no further adjustment made for use. 51 FINAL VALUE OPINION Following is a summary of the square foot unit sale prices for the land sales: Land Sale Adiusted Sale Price/ Square Foot 1 $8.63 2 $9.52 3 $9.00 4 $8.06 5 $8.25 Land Sale 5 is the purchase of the subject property. Land Sale 3 is a more recent transaction which is less effected by difference in market conditions from the date of sale to the effective date of valuation. Greater weight is placed on the adjusted unit price of No. 3 which is bracketed by the other adjusted unit land sales. Unit value for the appraised property is $9.00 per square foot of land. The quantity of the comparable data is sufficient to have an overview of the market for smaller parcels of commercially zoned land in the Boynton Beach area. The quality of the data is good in that it provides a sound basis to develop an opinion of value for the land under appraisement. Based on the analysis and conclusions presented within the report, it is our opinion that the Market Value of the Fee Simple Estate of the Subject Property as of August 13, 2019 is: $9.00/sq.ft. x 6,850 square feet= 62 000 SIXTY-TWO THOUSAND DOLLARS 52 CERTIFICATION I certify that, to the best of my knowledge and belief,the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal,unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475,Part 11 F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the exterior of the property that is the subject of this report on August 10, 2019. According to the property owner, the building is unoccupied. There was a vehicle on the premises. If there were anyone in the building,no contact was made with him/her/them. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate set forth in this report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the requirements of the continuing education program of the Appraisal Institute. Continuing educational requirements are also completed for the American Society of Appraisers and the State of Florida. Au List 13. 2019 Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-Certified General Real Estate Appraiser No. RZ-85 AuRu t 13,2019 Claudia Vance,MAI Florida State-Certified General Real Estate Appraiser No.RZ-173 53 CERTIFICATION AND LIMITING CONDITIONS The statements and conclusions contained in this report,subject to the limiting conditions hereafter cited,are correct to the best of the writers'knowledge. 1. The undersigned have personally visited the subject of this report. No pertinent information has been knowingly withheld. 2. Unless specifically included,the subject is analyzed as though free and clear of liens and encumbrances. 3. No responsibility is assumed for legal matters,nor is an opinion of title rendered. Title is assumed to be good and held in Fee Simple. 4. Legal descriptions and property dimensions have been furnished by others;no responsibility for their correctness is assumed. Sketches which may be in the report are for illustrative purposes only. 5. Possession of any copy of this report does not carry with it the right of publication,duplication,or advertising using the writers' names or professional designations or membership organizations. 6. The writers are not required to testify without prior agreement. 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. 8. Improvements,if any,are those noted and reported on the date of inspection. 9. The value or values estimated apply ONLY as of the date of valuation stated within the report. 10. The writers certify that they have no present,past or contemplated interest in the subject of this report. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not consistent with the written function of this report without the express written consent of the writers AND client. 12. The reported analyses,opinions and conclusions were developed,and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice and Conduct of the Appraisal Institute. The work also conforms to the Uniform Standards of Professional Appraisal Practice. 13. The existence of potentially hazardous material used in the construction or maintenance of buildings,such as the presence of urea formaldehyde foam insulation,and/or existence of toxic waste,which may or may not be present on the property,has not been considered. Additionally,soil or sub-soil contamination may exist from current or prior users,or users outside the property concerned. The appraisers are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. 14. The appraisers have not been provided a Habitat Survey,Endangered Species Survey,or analysis by a qualified environmental specialist indicating the presence of or proximity to environmentally sensitive and/or protected land or species which could affect the use,and possibly,value of the appraised property. The appraisers are not qualified to identify these factors. We recommend that an expert be hired where there may be reasonable cause to expect the presence of any of the cited elements. 15. Jesse B.Vance,Jr.and Claudia Vance were responsible for the analyses,conclusions,and opinions of real estate set forth in this report. (No one else provided significant professional assistance to the report signers). 16. The Americans with Disabilities Act(ADA)became effective January 26,1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property would reveal that the property is not in compliance with one or more of the requirements of the act,which could reduce property value. 17. Prospective value estimates are based on current conditions and trends. The appraisers cannot be held responsible for unforeseeable events that might alter market conditions upon which market value has been estimated. 18. The appraisers certify that they have the knowledge and experience required to perform this appraisal assignment. 19. The appraiser reserves the right to amend or change this report at any time additional market information is obtained which would significantly affect the value opinion. Jesse B.Vance,Jr.,MAI,SRA,ASA State-Certified General Real Estate Appraiser No.RZ 85 August 13,2019 Claudia Vance,MAI State-Certified General Real Estate Appraiser No.RZ 173 August 13,2019 54 ADDENDA } Illllllllililllllllllllllllilllliliillilllllllllillilt CFA► 20150430239 PREPARED BY-&RETURN TO: RE B 27945 PG 1382 RECORDED 11!23/2015 16:94:24 Palm Beach County, Florida VER , A BROWN AMT 50,000-00 1224 N ST AVENUE Doc Stamp 350.00 HO OD,FL 33021 Sharon R. Bock,CLERK 8 COMPTROLLER Pgs 1382 - 1383; (2pgs) Parcel 9-43-45-21-18-000-1510 �o SPACE ABO THIS LINE FOR PROCESSING DATA SPACE ABOVE THIS LINE FOR RECORDING DATA This W TY DEED, made the 8th day of April, 2015, by VERENDA BROWN, A SINGLE WOMAN,hereinafterled the Grantor,to MARCUS SPENCE,A SINGLE MAN,whose post office address is 20735 N.E.8TH AVENUE,A1�6.MIAMI,FL 33179 hereinafter called the Grantee: WITNESSETH:Th 0t Grantor,for and in consideration of the sum of$10.00 and other valuable consideration, receipt whereof is hereby ackn �ged,does hereby grant,bargain,sell,alien,remise,release,convey and confirm unto the Grantee all that certain landsitu unty of Palm Beach,State of Florida,viz: �o Lot 151, Arden Park tion to Boynton Florida, according to the Plat thereof as recorded in Book 2, page(s) 96, of the Public Records of Palm Beach County, Fl or TOGETHER WITH all the tenemen�editaments and appurtenances thereto belonging or in anywise appertaining. SUBJECT TO TAXES FOR THE 2015 AND SUBSEQUENT YEARS, RESTRICTIONS, RESERVATIONS,COVENANTS AND EASEMENTS OF RECORD,IF ANY. TO HAVE AND TO HOLD the same in fee simple forever. And the Grantor hereby covenants with the Grantee that the Grantor is lawfully seized of said land in fee simple, that the Grantor has good right and lawful authority to sell and convey said land and that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever.Grantor further warrants that said land is free of all encumbrances, except as noted herein and except taxes accruing subsequent to December 31, 2014 56 Book279451Pagel382 Page 1 of 2 IN WI S WHEREOF,the said Grantor has signed and sealed these presents,the day and year first above written. ed aded and deliver4i in the presence of L.S. Witness Name:VERENDA BROWN Printed iv-� Address: 1224 N.31ST AVENUE,HOLLYWOOD,FL 33021 itness Signatur Printed Name: 7c_/Ufi/tf lu STATE OF FLORIDA COUNTY OF PALM BEA 1H The foregoing instru as acknawled a before tf�Stfh� day of April,20I y VERENDA BROWN,who is personally known to me or w roduced as id` tification. �o Signature f t Printed g j� /Reynolds 'e"l NoleryFuhlic slate alFio. My commission expires: Christopher George Reynolds 0ret� �y COR1mISe10n FF148897 axpf x0812312018 57 Book27945IPagel383 Page 2 of 2 B. C-2 Neighborhood Commercial District. 1. General. The purpose of the C-2 zoning district is to implement the local retail commercial (LRC) future land use map (FLUM) classification of the Comprehensive Plan. The intent of this conventional district is to allow low-intensity commercial uses of a retail convenience that are intended to serve and which are in close proximity to individual residential neighborhoods. Generally, the desired locations of these commercial areas would be at the periphery of one (1) or more neighborhoods along roadway classifications that are able to support the additional traffic. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3, Article IV, Section 3.D. 3. Building and Site Regulations (Table 3-15). No building or portion thereof shall be erected, constructed, converted, established, altered, enlarged or used unless the premises and buildings shall comply with the following regulations: BUILDING/SITE REGULATIONS C-2 District Minimum lot area: 5,000 s.f. Minimum lot frontage: 50 feet Minimum lot depth: 100 feet Minimum yard setbacks: Front: 30 feet''2 Rear: 20 feet Abutting: Residential district(s) 30 feet Interior side: 15 feet''2 Abutting: Residential district(s) 30 feet' Corner side: 20 feet''2 Abutting: Residential district(s) 30 feet' Maximum lot coverage: 40% Maximum Floor Area Ratio (FAR) 0.503 Maximum structure height: 25 feee ' Reduced setbacks will be applied to property located within the Urban Commercial District Overlay Zone, Section 8.C.below. 58 z Pursuant to Section 8.B.below,parcels that have frontage on Martin Luther King Jr. Boulevard and are located within the Martin Luther King Boulevard Overlay Zone shall have front,side interior,and side corner setbacks in accordance with the mixed use-low intensity 1 zoning district(see Section 5.C.below). 3 A floor area ratio (FAR)up to 0.50 maybe considered for local retail commercial uses allowed within the C-2 district(see "Use Matrix"—Chapter 3,Article IV, Section 3.13.),pursuant to the local retail commercial future land use classification of the Comprehensive Plan. 4 Not to exceed two (2)stories. 4. Review and Approval Process. Pursuant to Chapter 2, Article 11, Section 2.17., site plan approval shall be required for the construction or modification of a non-residential building, structure, or improvement, including any area allocated to an accessory residential unit. 5. Parking. Required off-street parking is regulated in accordance with Chapter 4, Article V Minimum Off-Street Parking Requirements. 59 SUMMARY OF 2018—2019 USPAP(Uniform Standards of Professional Appraisal Practice) Standard Rule 2: Real Property Appraisal, Reporting In reporting the results of a real property appraisal, an appraiser must communicate each analysis, opinion, and conclusion in a manner that is not misleading. STANDARD 2 addresses the content and level of information required in a report that communicates the results of the real property appraisal. STANDARD 2 does not dictate the form,format, or style of real property appraisal reports. The form, format, and style of the report are functions of the needs of intended users and appraisers. The substantive content of a report determines its compliance. STANDARDS RULE 2-1 Each written or oral real property appraisal report must: (a) clearly and accurately set forth the appraisal in the manner that will not be misleading; (b) contain sufficient information to enable the intended users of the appraisal to understand the report properly; and (c) clearly and accurately disclose all assumptions, extraordinary assumptions, hypothetical conditions, and limiting conditions used in the assignment. STANDARDS R ULE 2-2(a) Each written real property appraisal report must be prepared under one of the following options and prominently state which option is used:Appraisal Report or Restricted Appraisal Report. The content of an Appraisal Report must be consistent with the Intended Use of the appraisal and, at a minimum: (i) state the identity of the client, unless the client has specifically requested otherwise; state the identity of any intended users by name or type; (ii) state the intended use of the appraisal; (iii) summarize information sufficient to idents the real estate involved in the appraisal, including the physical, legal, and economic property characteristics relevant to the assignment; (iv) state the real property interest appraised; (v) state the type and definition of value and cite the source of the definition; (vi) state the effective date of the appraisal and the date of the report; (vii) summarize the scope of work used to develop the appraisal; (viii) summarize the information analyzed, the appraisal methods and techniques employed, and the reasoning that supports the analyses, opinions, and conclusions; exclusion of the sales comparison approach, cost approach or income approach must be explained; (ix) state the use of the real estate existing as of the date of value and the use of the real estate reflected in the appraisal; (x) when an opinion of highest and best use was developed by the appraiser, summarize the support and rationale for that opinion; (xi) clearly and conspicuously: state all extraordinary assumptions and hypothetical conditions: and state that their use might have affected the assignment results; and (xii) include a signed certification in accordance with Standards Rule 2-3. 60 475.611 Florida Statutes: Definitions.-- (1) As used in this part, the term: (a) "Appraisal" or"appraisal services" means the services provided by certified or licensed appraisers or registered trainee appraisers, and includes: 1. "Appraisal assignment" denotes an engagement for which a person is employed or retained to act, or could be perceived by third parties or the public as acting, as an agent or a disinterested third party in rendering an unbiased analysis, opinion, review, or conclusion relating to the nature, quality, value, or utility of specified interests in, or aspects of, identified real property. 2. "Analysis assignment" denotes appraisal services that relate to the employer's or client's individual needs or investment objectives and includes specialized marketing, financing, and feasibility studies as well as analyses, opinions, and conclusions given in connection with activities such as real estate brokerage, mortgage banking, real estate counseling, or real estate consulting. 3. "Appraisal review assignment" denotes an engagement for which an appraiser is employed or retained to develop and communicate an opinion about the quality of another appraiser's appraisal, appraisal report, or work. An appraisal review may or may not contain the reviewing appraiser's opinion of value. (b) "Appraisal Foundation" or"foundation" means the Appraisal Foundation established on November 20, 1987, as a not-for-profit corporation under the laws of Illinois. (c) "Appraisal report" means any communication, written or oral, of an appraisal, appraisal review, appraisal consulting service, analysis, opinion, or conclusion relating to the nature, quality, value, or utility of a specified interest in, or aspect of, identified real property, and includes any report communicating an appraisal analysis, opinion, or conclusion of value, regardless of title. However, in order to be recognized in a federally related transaction, an appraisal report must be written. (d) "Appraisal review" means the act or process of developing and communicating an opinion about the quality of another appraiser's appraisal, appraisal report, or work. (e) "Appraisal subcommittee" means the designees of the heads of the federal financial institutions regulatory agencies established by the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. ss. 3301 et seq.), as amended. (f) "Appraiser" means any person who is a registered trainee real estate appraiser, licensed real estate appraiser, or a certified real estate appraiser. An appraiser renders a professional service and is a professional within the meaning of s. 05._1.1_(4)(a). (g) "Board" means the Florida Real Estate Appraisal Board established under this section. (h) "Certified general appraiser" means a person who is certified by the department as qualified to issue appraisal reports for any type of real property. (i) "Certified residential appraiser" means a person who is certified by the department as qualified to issue appraisal reports for residential real property of one to four residential units, without regard to transaction value or complexity, or real property as may be authorized by federal regulation. Q) "Department" means the Department of Business and Professional Regulation. 61 Page 1 of 5 Vance Real Estate Service ANWONNNOMMIL 9 Jesse B. Vance, Jr., MAI, SRA, ASA, MBA Appraiser - Real Estate Analyst - Reviewer - Expert Witness Vance Real Estate Service - 7481 NW 4 Street - Plantation - Florida - 33317 Office: 954.583.2116; Cell: 954.610.2423; Email: vanceval(a,comcast.net Web Page: www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Currently registered in"SAM" (U.S. Government System for Award Management—DUNS 826494957).Designated appraisers perform the appraisal work,no trainees. Jesse B. Vance, Jr., MAI, SRA, ASA, MBA and Claudia Vance, MAI are qualified as expert witnesses for eminent domain, bankruptcies, deficiency judgments, marriage dissolution, and estate valuations. Our firm values most types of real property interests for sale, mortgage loans, litigation and investment reasonably, timely and professionally. As licensed real estate brokers,we perform most other real property functions.We also do"Valuations for Financial Reporting." PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/DEGREES/LICENSES&CERTIFICATIONS MAI DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 SRA DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 ASA DESIGNATION - AMERICAN SOCIETY OF APPRAISERS(RE-Urban)4003439 MBA DEGREE - REAL ESTATE MANAGEMENT AND DEVELOPMENT STATE-CERTIFIED GENERAL REAL ESTATE APPRAISER 4RZ-85(Florida) FLORIDA STATE LICENSED REAL ESTATE BROKER NO.BK.91050 REGISTERED VETERAN-OWNED SMALL BUSINESS(CCR/Duns 826494957) FLORIDA CERTIFIED SDVBE BUSINESS ENTERPRISE(Minority Business Enterprise-MBE) FLORIDA"D.E.P."APPROVED APPRAISER Currently registered in"SAM"(U.S.Government System for Award Management). B)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION 1.U.S.Court of Appeals,Eleventh Circuit 2.U.S.District Court,Southern District of South Florida 3.U.S.District Court,New Jersey 4.U.S.Bankruptcy Court,Southern District of Florida 5.U.S.Bankruptcy Court,District of New Jersey 6.U.S.Bankruptcy Court,Western(Pittsburgh)Division of Pennsylvania 7.Florida Circuit Courts:Broward,Dade,Palm Beach,Lee,Collier,Martin,and Okeechobee Counties 8.Appraiser on landmark eminent domain cases:TESSLER,NESS TRAILER PARK,PATEL,SIMPSON v. FILLICHIO,RUBANO,PALM BEACH COUNTY(FL)vs.COVE CLUB INVESTORS,LTD. C)EXPERIENCE Over thirty-five(35)years appraising and analyzing real property interests in South Florida Partial list: RESIDENCES, RESTAURANTS/BARS, APARTMENT BUILDINGS, OFFICE BUILDINGS HOTELS/MOTELS, CHURCHES, CONDOMINIUMS/COOPS, HOSPITALS &NURSING HOMES, VACANT LAND, GOLF COURSES, GOLF CLUBS, GASOLINE SERVICE STATIONS, MARINAS, TRAILER PARKS, SHOPPING CENTERS, BANKS/THRIFT INSTITUTIONS, BOWLING ALLEYS, P.U.D.'S, INDUSTRIAL BUILDINGS, TIME-SHARE DEVELOPMENTS, ROCK PITS, SCHOOLS, AGRICULTURAL PROPERTIES, WATER MANAGEMENT DISTRICT, MARKETABILITY, FEASIBILITY ANALYSES, INVESTMENT ANALYSES, AUTO SALES FACILITIES, LEASE VALUATIONS, TAX & ASSESSMENT APPEALS, CONDEMNATION, EXPERT WITNESS (Member National Forensic Center), BUSINESS ENTERPRISE VALUATIONS (BEV), (VFR) VALUATION FOR FINANCIAL REPORTING, AVIGATION & CLEARANCE EASEMENTS, ESTATES, DIVORCES, PLANNING/LAND USE STUDIES, HIGHEST & BEST USE ANALYSES, DEPRECIATION ANALYSES, COMPONENT APPRAISALS, ENVIRONMENTALLY SENSITIVE LAND, CONTAMINATED PROPERTIES, SUGARCANE & TURFGRASS LAND, DAY CARE CENTERS, SELF-STORAGE FACILITIES, FUNERAL HOMES, ANIMAL HOSPITALS, SUBMERGED LAND, CITY CENTERS,etc. 62 Page 2 of 5 D)PARTIAL LIST OF CLIENTS PRIVATE INDIVIDUALS AND CORPORATIONS, ATTORNEYS, ACCOUNTANTS, TRUST DEPARTMENTS, COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust; American National Bank; Landmark Bank; City National Bank; BankUnited; Gateway American Bank; State Farm Bank; Englewood Bank & Trust; SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES; FLORIDA CITIES: FORT LAUDERDALE, PLANTATION, COOPER CITY, TAMARAC, LAUDERHILL, BOCA RATON, DEERFIELD BEACH, OAKLAND PARK, WILTON MANORS, HOLLYWOOD, WEST PALM BEACH, DELRAY BEACH, HALLANDALE, PEMBROKE PINES, COOPER CITY, TOWN OF DAVIE, TOWN OF SOUTHWEST RANCHES, MIRAMAR. FLORIDA COUNTIES: BROWARD, PALM BEACH,COLLIER, OKEECHOBEE;BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS;OKEECHOBEE BOARD OF COUNTY COMMISSIONERS. SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, BROWARD COUNTY HOUSING AUTHORITY,STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION(DOT); STATE OF FLORIDA DIVISION OF GENERAL SERVICES(GSA); N. BROWARD GENERAL HOSPITAL DISTRICT; STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Approved Vendor);U_S. TREASURY DEPARTMENT(General Counsel, I.R.S.);U.S.MARSHAL'S SERVICE—U.S.ATTORNEY'S OFFICE CENTRAL DIVISION—U.S.Dept.of Justice; VETERANS ADMINISTRATION E)EDUCATIONAL BACKGROUND-(Partial List) BACHELOR OF ARTS- Earlham College,Richmond,Indiana(1954) MBA(Nova University) - Real Estate Management&Development(National Dean's List 1991) Course 1 (AIREA) - Basic Principles of Appraising Course 2 (AIREA) - Urban Property Valuation(Income) Course 4 (AIREA) -Condemnation Appraising Course 6 (AIREA) - Income Capitalization&Analysis Course 101(SREA) - Introduction to Appraising Course 201(SREA) - Income Property Valuation,Theory Course 202(SREA) - Applied Income Property Valuation Course 301(SREA) - Applications/Appraisal Analysis Symposium (SREA) - Market Analysis,1978,Virginia Symposium (SREA) - Market Analysis,1979,Arizona Symposium (SREA) - Market Analysis,1980,South Carolina Symposium (SREA) - Market Analysis,1981,Tennessee Symposium (SREA) - Market Analysis,1982,New Mexico Symposium (SREA) - Market Analysis,1983,Pennsylvania Symposium (SREA) - Market Analysis,1984,Georgia Symposium (SREA) - Market Analysis,1985,Vancouver,B.C. Symposium (SREA) - Market Analysis,1986,New Jersey Clinic (SREA) -#201 Instructor,1987,U.of Illinois Clinic (SREA) -#201 Instructor,1988,Illinois Seminar (SREA) - Professional Practice,1988,Florida Symposium(SREA) - Market Analysis, 1988,California Symposium(SREA) - Market Analysis, 1989,Minnesota MBA Graduate School Courses: 1990—1991 Successfully completed the following graduate school courses: - "Regulation of Real Estate Development" - "Real Properties Management" - "Legal Issues In Real Estate" - "Market Analysis and Site Selection" - "Organizational Behavior and Management' - "Human Resource Management" - "Real Estate Economics" -"R.E.Finance:Instruments,Institutions&Investment Analysis" - "Urban Infrastructure&Environmental Analysis" - "Real Estate Accounting" - "Marketing Management for Real Estate" - "Commercial Real Estate Lending" - "Construction Technology and the Building Development Process" SEMINAR (AI) - Cost Approach(1992/Boston) SEMINAR (AI) - Rates&Ratios(1992/Boston) SEMINAR (AI) - International Appraising(1992/Boston) SEMINAR (AI) - Litigation Valuation/Mock Trial(1993) SEMINAR (AI) - ADA ACT(1993/Reno) SEMINAR (AI) - Hotel Valuation(1993) SEMINAR (AI) - Income Capitalization,Methods(1993) SEMINAR (AI) - Powerlines/Electromagnetic Radiation(1994) SEMINAR (AI) - Verifying Market Data(1994) SEMINAR (AI) - Market Studies for Appraisals(1994) SEMINAR (AI) - Florida Appraiser Core Law(USPAP/1994) 63 Page 3 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) SEMINAR (AI) - Limited Appraisals&Reports(USPAP/1994) SEMINAR (AI) - Public Safety&Property Values(1995) SEMINAR (AI) - Outparcel Valuation(1995) SEMINAR (AI) - Computer Technology Video Conference(1995) SEMINAR (AI) - The Internet&the Appraiser(1996) SEMINAR (AI) - Florida Commercial Construction(1996) SEMINAR (AI) - Real Property Rights in Florida(1996) COURSE (AI) - USPAP&Florida Real Estate Core Law(1996) SEMINAR (AI) - Valuation of Trees(199 7) 3-DAY COURSE - Environmental Permitting/Mitigation/Mitigation Banking/Contamination Risk Management- Liability/Wetlands/Hazardous Wastes/LenderLiability(1997/Marco Beach.FL) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) - Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) - Non-Conforming Uses(1998) SEMINAR(AI) - The Impact of Contamination on Real Estate Value(1998) COURSE (AI) - USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) - Econometrics/Statistical Valuation Methods(1999) COURSE (AI) - 14 Hour(2-day)Advanced Spreadsheet Modeling for Valuation Applications SEMINAR(AI) - Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) - The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) - Technology Forum Part II/Intermediate(1999) SEMINAR(AI) - Client Satisfaction/Retention/Development(1999) SEMINAR(AI) - Attacking and Defending an Appraisal(1999) SEMINAR(AI) - Federal Appraisal Requirements("Yellow Book')(2000) SEMINAR(AI) - Regression Analysis in Appraisal Practice:Concepts&Applications(2000) SEMINAR(AI) -Analyzing Income Producing Properties(2000) SEMINAR(ATIF) - 1031 Tax Deferred Exchanges(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) - Mediation&Alternate Dispute Resolution Seminar(2001) SEMINAR(AI) - State of the Appraisal Profession(2001) 2-Day SEMINAR - Eminent Domain,by CLE International,Tampa,Florida(200 1) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -7 Hour National USPAP Update Course#1400(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Appraiser Independence in the Loan Process(2004) SUMMIT (AI) -Moderator at 2-day Appraisal Summit in Washington,D.C.(12/2004) SEMINAR(AI) -Loss Prevention Program for Real Estate Appraisers(2005) SEMINAR(AI) -Valuation of Wetlands(7/2005) SEMINAR(AI) -Tri-County Residential Symposium(8/2005) SEMINAR(AI) -"Cool Tools"Internet Resources and Use for Valuation(2/2006) SEMINAR(AI) -FREAB 7-Hour National USPAP Update(5/2006) SEMINAR(AI) -FREAB 3-Hour Florida State Law for Real Estate Appraisers(5/2006) SEMINAR(AI) -USPAP Scope of Work&New Requirements(8/2006) SEMINAR(AI) -USPAP Reappraising,Readdressing&Reassigning Appraisal Reports(2/2007) SEMINAR(AI) -Al Summary Appraisal Report/Residential(4/07) COURSE(Fla..) -14-Hour Continuing Education(including 3-Hour Florida Core Law)(7/2007) SEMINAR(AI) -Real Estate Fraud:Appraisers Beware!(8/2007) SEMINAR(AI) - Florida Law for Real Estate Appraisers(11/2007) COURSE(AI) -Business Practices and Ethics—8 hours(12/2007) SEMINAR(AI) -Supervisor Trainee Roles and Rules(2/2008) SEMINAR(AI) -7 Hour National USPAP(4/2008) SEMINAR(AI) -USPAP Hypothetical Conditions&Extraordinary Assumptions(5/2008) SEMINAR(AI) -Litigation Skills for the Appraiser—7-Hour Seminar(9/2008) SEMINAR(AI) -Public Sector Appraising(2/2009) 64 Page 4 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) WEBINAR(AI) -Develop an Effective Marketing Plan(3/2009) SEMINAR(AI) -Inspecting the Residential"Green House"(4/2009) SEMINAR(AI) -Property Tax Assessment(5/2010) SEMINAR(AI) -Supervisor Trainee Roles and Rules(7/2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(7/2010) SEMINAR(AI) -7-Hour Introduction to Valuation for Financial Reporting—Chicago(5/2009) SEMINAR(AI) -Government Regulations&Their Effect on R.E.Appraising(8/2009) SEMINAR(AI) -R.E.Market:How We Got Here,Where We Are,Where We're Going(10/2009) SEMINAR(AI) -7 Hour National USPAP Update Course(10/1/2010) COURSE (AI) -7 Hour Introduction to Conservation Easement Valuation(12/10/2010) SEMINAR(AI) -The Real Estate Market(2/18/2011) COURSE (AI) - 16 Hours Uniform Appraisal Standards for Federal Land Acquisitions("Yellow Boob')(2/25-26/2011) WEBINAR(AI) -Real Estate Industry Perspectives on Lease Accounting(4/7/2011) COURSE (AI) - 15 Hour Appraisal Curriculum Overview(5/19-20/2011) WEBINAR(AI) -2-hour Investment Property Accounting Standards(6/8/2011) SEMINAR(AI) -3 Hour Spotlight on USPAP—Agreement for Services(7/15/2011) COURSE (AI) - 14 Hours(2-day)Advanced Excel Spreadsheet Modeling for Valuation Applications(9/22&9/23/2011) SEMINAR(AI) - Trial Components(11/4/11) SEMINAR(AI) - Lessons from the Old Economy Working in the New(1/20/2012) 7-Hour USPAP -National USPAP Update(3/9/2012) 3-Hour Fla..Law -State Law Update(3/9/2012) SEMINAR(AI) - Appraisal Review for General Appraisers(4/12/2012) SEMINAR(AI) - Land Valuation(4/20/2012) SEMINAR(AI) - The Valuation of Warehouses(6/22/2012) SEMINAR(AI) - Town Hall Meeting:2012 Appraisal Institute Forum(7/12/2012) SEMINAR(AI) - IRS Valuation(7/19/2012) SEMINAR(AI) - 7 Hour Business Practices and Ethics Course(12/7/2012) SEMINAR(AI) - Real Estate Forecast 2013(1/25/2013) COURSE(AI) - 7 Hour Advanced Marketability Studies(5/6/2013) SEMINAR(AI) - Developing a Supportable Workfile(11/15/2013) SEMINAR(AI) - Florida Appraisal Law Course(2/7/2014) SEMINAR(AI) - Liability Issues for Appraisers performing Litigation&Non-Lending Work(2/24/2014) COURSE(AI) - 7 Hour National USPAP Update Course(4/25/2014) SEMINAR(AI) - Economic Conditions(5/16/2014) SEMINAR(AI) - Fundamentals of Going Concerns(7/16/2014) SEMINAR(AI) - Litigation Assignments for Residential Appraisers(7/24/2014) SEMINAR(AI) - Economic Engines of Miami-Dade County,Florida(1/23/2015) SEMINAR(AI) - Economic Engines Driving Broward County,Florida(5/15/2015) 3-Hour Fla.Law - Florida Real Estate Broker 14-hour Continuing Education Course (incl.3 hour core law)with exam(9/2015) SEMINAR(AI) -Drone Technology&its Effect on Real Estate Valuations(11/2015) SEMINAR(AI) -Loss Prevention for Real Estate Appraisers(1/22/2016) COURSE(AI) -7-Hour National USPAP Update Course(4/22/2016) SEMINAR(AI) -3-Hour Florida Appraisal Law(4/22/2016) SEMINAR(AI) -4-Hour Appraisals in the Banking Environment(5/6/2016) SEMINAR(AI) -Appraising the Tough One:Mixed Use Properties(8/19/2016) SEMINAR(AI) -4-Hour Business Practices&Ethics(12/02/2016)5-Year Requirement WEBINAR(AI) -2-Hour Yellow Book Changes—Overview for Appraisers(1/11/2017) SEMINAR(AI) -3-Hours Economic Engines Driving Broward County in 2017(1/27/2017) COURSE(AI) -7-Hours:Introduction to Green Buildings Principles&Concepts(2/24/2017) COURSE(AI) -4 Hours:Another View of the Tough One:Sales Comparison Approach for Mixed-Use Properties(5/19/2017) SEMINAR(AI) -4 Hours:Appraising for Federal Office of Valuation Services&Yellow Book Review(8/18/2017) COURSE(BR) -14 Hours Real Estate Continuing Education,including 3-Hour Florida Real Estate Core Law(9/13/2017) COURSE(AI) - 4-Hours:2-4 Unit Small Residential Income Property Appraisals(11/3/2017) COURSE(AI) - 15 Hours"Yellow Book"Unifonn Appraisal Standards for Federal Land Acquisitions—Passed Exam(11/10/2017) SEMINAR(AI) - 3 Hours"Hot Topics and Myths in Appraiser Liability"(1/26/2018) COURSE(AI) - 7-Hour National USPAP Update Course(2/9/2018) SEMINAR(AI) - 3 Hours Florida Appraisal Law(2/9/2018) SEMINAR(AI) - 3 Hours"Parking Impact on Florida Properties"(5/4/2018) SEMINAR(AI) - 4 Hours"Technology Tips for Real Estate Appraisers"(9/21/2018) SEMINAR(AI) - 3 Hours "Airport Appraisals) (01/25/2019) SEMINAR(AI) - 4 Hours"Understanding an Investigation by a State Appraiser Regulatory Board or Agency(5/17/2019) 65 Page 5 of 5 F)APPRAISAL TEACHING EXPERIENCE Licensed by the Florida Department of Education to Teach(Certificate No.275236). Authored and taught Residential and Commercial Real Estate Appraisal Courses for Broward County Adult Education Program. Taught Course 101 - Society of Real Estate Appraisers. Taught Course 201 - Society of Real Estate Appraisers. Taught Appraisal Seminars-Board of Realtors,ASA, SREA,and Al (Appraisal Institute). Adjunct Professor, University of Florida Division of Continuing Education: (taught Course 2, "Real Estate Principles and Practices" to prospective Florida Real Estate Brokers). G)PROFESSIONAL OFFICES HELD/AWARDS NATIONAL B.O.D.MEMBER - BOARD OF DIRECTORS of APPRAISAL INSTITUTE (2006-2008) AWARD - Appraisal Institute`NATIONAL PRESIDENTS AWARD"2008 AWARD - Appraisal Institute"LIFETIME ACHIEVEMENT AWARD"2011 For"high ethical standards,contributions to the Appraisal Institute,Community and Appraisal Profession for at least 20 years." CHAIR - REGION X -All of Florida -Appraisal Institute(2008) VICE-CHAIR - REGION X -All of Florida -Appraisal Institute(2007) THIRD DIRECTOR - REGION X -All of Florida -Appraisal Institute(2006) FINANCE OFFICER - REGION X—All of Florida—Appraisal Institute(2006) PRESIDENT - BROWARD COUNTY,SOCIETY OF REAL ESTATE APPRAISERS PRESIDENT - BROWARD COUNTY,AMERICAN SOCIETY OF APPRAISERS CHAIR - FLA.STATE GOVERNMENT RELATIONS SUBCOMMITTEE OF Al CHAIR - FLA.STATE LEGISLATION&REGULATION SUBCOMMITTEE OF Al G)PROFESSIONAL OFFICES HELD/AWARDS CHAIR - FLORIDA REALTORS COMMITTEE ON COMMITTEE REFORMS CHAIR - EDUCATION COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - CANDIDATES GUIDANCE COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - NATIONAL Valuation for Financial Reporting PROJECT TEAM OF Al VICE CHAIR&MEMBER - NATIONAL GOVERNMENT RELATIONS COMMITTEE OF Al(15 Years) MEMBER - NATIONAL LONG RANGE PLANNING COMMITTEE OF Al MEMBER - NATIONAL PUBLIC AFFAIRS COMMITTEE OF Al DIRECTOR - REGION X(Florida)Appraisal Institute MEMBER - REGION X(FLORIDA)ETHICS AND COUNSELING PANEL DIRECTOR - BROWARD COUNTY,FLORIDA SOCIETY OF REAL ESTATE APPRAISERS DIRECTOR - SOUTH FLORIDA CHAPTER AMERICAN SOCIETY OF APPRAISERS MEMBER - NATIONAL EXPERIENCE REVIEW PANEL MEMBER OF Al SPECIAL MASTER - BROWARD COUNTY BOARD OF TAX ADJUSTMENT COMMISSIONER - 17TH JUDICIAL CIRCUIT COURT,Broward County,FL MEMBER - 2013 APPRAISAL INSTITUTE NATIONAL BUSVAL PROJECT TEAM H)PROFESSIONAL PUBLICATIONS&PRESENTATIONS Wrote and taught a basic Residential Appraisal Course for the Broward County Adult Education Div.of the Dept.of Education; Wrote and taught an Income Appraisal Course for the Broward County Adult Education Division of the Department of Education; Co-authored and taught an appraisal course on Mortgage-Equity Capitalization for the American Society of Appraisers. Authored and taught a Florida State and Appraisal Institute 3-hour accredited course in"The Legislation,Regulation and Appraisal of Real Property Rights in Florida September 7,1996. Presentation on"Gramm-Leach-Bliley"Federal Privacy Act of 1999 for South Florida Chapter of American Society of Appraisers on October 24,2001. Presented 3-hour Florida CEU-credit seminar on"Appraisers and the Gramm-Leach-Bliley Act"before the South Florida Chapter of the Appraisal Institute on July 27,2002. Presenter at 6.5 Hour CLE-credit Attorney Seminar on Florida Eminent Domain,"Valuation and Damage Issues" February 2,2006, Fort Lauderdale,Florida P CIVIC INVOLVEMENT MEMBER OF ROTARY INTERNATIONAL/PAUL HARRIS FELLOW MEMBER OF THE GREATER FORT LAUDERDALE OPERA GUILD MEMBER FLORIDA PHILHARMONIC BROWARD TRUSTEES MEMBER OF THE BROWARD COUNTY LIBRARY SUPPORT GROUP("BYBLOS") MEMBER CIRCLE OF FRIENDS—NOVA SOUTHEASTERN LIBRARY FOUNDATION MEMBER NOVA SOUTHEASTERN UNIVERSITY ALUMNI ASSOCIATION MEMBER OF THE FORT LAUDERDALE HISTORICAL SOCIETY MEMBER OF THE BROWARD COUNTY MUSEUM OF THE ARTS MEMBER OF THE FORT LAUDERDALE/BROWARD COUNTY CHAMBER OF COMMERCE MEMBER OF THE BETTER BUSINESS BUREAU OF SOUTH FLORIDA LIFETIME HONORARY MEMBER FLORIDA SHERIFF'S ASSOCIATION MEMBER NATIONAL&FT.LAUDERDALE COUNCILS U.S.NAVY LEAGUE U.S.ARMY VETERAN WWII(RA 1721268 1)-HONORABLE DISCHARGE 1949 66 I of Vance Beal Estate Service ir 01% Claudia Vance, MAI Appraiser - Real Estate Analyst Reviewer Vance Real Estate Service - 7481 NW 4 Street Plantation - FL - 33317 Office: 954.583.2116 Cell: 954.647.7148 Email:vanceval(a,att.net Web Site:www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Designated appraisers perform the appraisal work,no trainees. Our appraisals are used for financial/mortgage loan purposes from large mixed use complexes to small owner-occupied properties. We have the qualifications for appraisals submitted to SBA. Jesse B.Vance,Jr.,MAI, SRA,ASA and Claudia Vance,MAI are qualified as expert witnesses for eminent domain,deficiency judgments,marriage dissolution,and estates. Our firm values most types of real property interests,timely,professionally,and at competitive costs. PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/LICENSES MAI Designation-APPRAISAL INSTITUTE No.9451 State-Certified General Real Estate Appraiser No.RZ-173 Florida State Licensed Real Estate Broker No.BK 0161305 VOSB Veteran-Owned Small Business(CCR/Duns 826494957) B)WORK HISTORY 1983-Current Vice President-Vance Real Estate Service 1981-1983 President-The Appraisal Company,Fort Lauderdale,Florida C)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION U.S.Bankruptcy Court,Southern District of Florida Florida Circuit Court:Broward County D)PROFESSIONAL DEVELOPMENT PROGRAM REGISTRIES Valuation of Sustainable Buildings: Cormnercial Valuation of Sustainable Buildings: Residential E)EXPERIENCE:35+years appraising and analyzing real property interests in South Florida. F)APPRAISER SPECIAL MAGISTRATE FOR THE BROWARD CO VALUE ADJUSTMENT BOARD 2002-2010 Partial list of real property types valued: High value residences,Condominiums/Co-operatives,Office,Industrial,Multi-family,Restaurants/bars,Auto dealerships,City Centers, Hotels/motels, Houses of worship, Schools, Child care centers, Self-storage, Funeral home, Animal Hospital, Mixed use,Nursing homes,Gas sales stations,Marinas, Mobile home parks, Shopping centers, Country clubs/golf courses,Financial institutions,Bowling centers,Vacant land, Agricultural properties,Environmentally sensitive land Tvpes of Reports: Market Value, Eminent Domain, Marketability, Feasibility, Highest and Best Use, Investment Analyses, Partial Interests, Easement Valuations,Estate planning,Marriage dissolution,Land use studies,Damage/Contamination studies 67 2 of G)PARTIAL LIST OF CLIENTS— PRIVATE: Individuals,Corporations,Attorneys,Accountants,Habitat for Humanity,Seminole Tribe of Florida COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust Citigroup; Space Coast Credit Union; State Farm Bank; Florida Shores Bank;American National Bank;Landmark Bank;City National Bank;Englewood Bank&Trust SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES,TITLE INSURANCE COMPANIES FLORIDA CITIES: Fort Lauderdale, Plantation, Cooper City, Deerfield Beach, Tamarac, Oakland Park, Wilton Manors, Davie,Hollywood,Pembroke Pines,Hallandale Beach,Lauderhill, Southwest Ranches,Miramar,Boca Raton,Boynton Beach, West Palm Beach,Delray Beach FLORIDA COUNTIES and AGENCIES: Broward,Palm Beach,Broward County Board of County Commissioners,School Board of Broward County,Broward County Housing Authority STATE OF FLORIDA Department of Transportation(FDOT),Department of Environmental Protection U.S.Department of Veterans Affairs,U.S.Department of Treasury(IRS),U.S Marshall's Service,U.S.Attorney Hl EDUCATIONAL BACKGROUND Academic: Bachelor of Arts Degree—University of New Orleans,New Orleans,LA—Major: English Professional: Symposium (SREA)- Market Analysis,1983,Philadelphia Symposium (SREA)- Market Analysis,1984,Atlanta Symposium (SREA)- Market Analysis,1985,Vancouver Symposium (SREA)- Market Analysis,1986,Atlantic City Symposium (SREA)- Market Analysis,1988,Los Angeles SEMINAR(AI) -Cost Approach(1992/Boston) SEMINAR(AI) -Rates&Ratios(1992/Boston) SEMINAR(AI) -International Appraising(1992/Boston) SEMINAR(AI) -Litigation Valuation/Mock Trial(1993) SEMINAR(AI) -ADA ACT(1993/Reno) SEMINAR(AI) -Hotel Valuation(1993) SEMINAR(AI) -Income Capitalization,Methods(1993) SEMINAR(AI) -Powerhnes/Electromagnetic Radiation(1994) SEMINAR(AI) -Verifying Market Data(1994) SEMINAR(AI) -Market Studies for Appraisals(1994) SEMINAR(AI) -Florida Appraiser Core Law(USPAP/1994) SEMINAR(AI) -Limited Appraisals&Reports(USPAP/1994) SEMINAR(AI) -Public Safety&Property Values(1995) SEMINAR(AI) -Outparcel Valuation(1995) SEMINAR(AI) -Computer Technology Video Conference(1995) SEMINAR(AI) -The Internet&the Appraiser(1996) SEMINAR(AI) -Florida Commercial Construction(1996) SEMINAR(AI) -1996 Data Exchange(1996) SEMINAR(AI) -Real Property Rights in Florida(1996) COURSE (AI) -USPAP&Florida Real Estate Core Law(1996) SEMINAR(AI) -Valuation of Trees(1997) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) -Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) -Non-Conforming Uses(1998) SEMINAR(AI) -The Impact of Contamination on Real Estate Value(1998) COURSE (AI) -USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) -Econometrics/Statistical Valuation Methods(1999) SEMINAR(AI) -Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) -The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) -Technology Forum Part II/Intermediate(1999) SEMINAR(AI) -Client Satisfaction/Retention/Development(1999) SEMINAR(AI) -Attacking and Defending an Appraisal(1999) SEMINAR(AI) -Federal Appraisal Requirements(2000) SEMINAR(AI) -Regression Analysis in Appraisal Practice:Concepts&Applications(2000) 3 of4 H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(AI) -Analyzing Income Producing Properties(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) -Mediation&Alternate Dispute Resolution Seminar(200 1) SEMINAR(AI) -State of the Appraisal Profession(2001) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -National USPAP Course(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Loss Prevention(2005) SEMINAR(AI) -Single Family Fraud Awareness(2005) SEMINAR(AI) -Guide to the new URAR form(2005) SEMINAR(AI) -Technologies for Real Estate Appraisers(2006) SEMINAR(AI) -The Appraiser's Role in New Urbanism(2006) SEMINAR(AI) -National USPAP Update(2006) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2006) SEMINAR(AI) -Scope of Work and the New USPAP Requirements(2006) SEMINAR(AI) -Energy Star and the Appraisal Process(2006) SEMINAR(AI) -Reappraising,Readdressing,and Reassigning Appraisals(2007) SEMINAR(AI) -Real Estate Fraud(2007) SEMINAR(AI) -Forecasting Revenue(2007) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2007) COURSE(AI) -Business Practice and Ethics#420(2007) SEMINAR(AI) -Supervisor—Trainee Roles and Rules(2008) COURSE(AI) -7 Hour National USPAP Update#400(2008) SEMINAR(AI) -Hypothetical Conditions and Assumptions(2008) SEMINAR(AI) -Real Estate Economy(2008) SEMINAR(AI) -Public Sector Appraising(2009) SEMINAR(AI) -Inspecting the residential"green"house(2009) WEBINAR(AI) -Value for Financial Reporting(2009) SEMINAR(AI) -The Real Estate Market in 2009 SEMINAR(AI) -New Government Regulations(2009) SEMINAR(AI) -Property Tax Assessment(2010) SEMINAR(AI) -7 Hour National USPAP(2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2010) SEMINAR(AI) -Supervisor/Trainee Roles and Rules(2010) SEMINAR(AI) -The Real Estate Market(2011) SEMINAR(AI) -Uniform Appraisal Standards for Federal Land Acquisitions-"Yellow Boob'(2011) COURSE(AI) -15 Hour Appraisal Curriculum Overview(2011) SEMINAR(AI) -Spotlight on USPAP—Agreement for Services(2011) SEMINAR(AI) -Trial Components(2011) SEMINAR(AI) -Lessons from the Old Economy Working in the New(2012) SEMINAR(AI) -Appraisal Review for General Appraisals(2012) COURSE(AI) -National USPAP Update(2012) SEMINAR(AI) -Florida Law(2012) SEMINAR(AI) -Land Valuation(2012) SEMINAR(AI) -Valuation of Warehouses(2012) SEMINAR(AI) -IRS Valuation(2012) SEMINAR(AI) -Business Practices and Ethics(2012) SEMINAR(AI) -Real Estate Forecast(2013) SEMINAR(AI) -Advanced Marketability Studies(2013) SEMINAR(AI) -Developing a Supportable Workfile(2013) 69 4 of H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(Al) -Florida Appraisal Law(2014) SEMINAR(Al) -Liability Issues for Appraisers performing Litigation&Non-Lending Work(2014) COURSE(Al) -7 Hour National USPAP Update Course(2014) SEMINAR(Al) -Florida Law(2014) SEMINAR(Al) -New Real Estate Economy(2014) SEMINAR(Al) -Economic Engines of Miami-Date County(2015) SEMINAR(Al) -Economic Engines of Broward County(2015) SEMINAR(Al) -Tightening the Appraisal(2015) SEMINAR(Al) -Evaluating Commercial Construction(2015) SEMINAR(Al) -Drone Technology(2015) SEMINAR(Al) -Loss Prevention for Appraisers(2016) COURSE(Al) -7 Hour National USPAP Update(2016) SEMINAR(Al) -Florida Law(2016) SEMINAR(Al) -Redefining the Appraisal&Its Role in an Evolving Banking Environment(2016) SEMINAR(Al) -The Tough One,Mixed use properties(2016) SEMINAR(Al) -Business Practices&Ethics(2016) SEMINAR(Al) -Economic Engines Driving Broward County(2017) SEMINAR(Al) -Introduction to Green Buildings&passed exam(2017) SEMINAR(Al) -Another View of the Tough Ones(2017) SEMINAR(Al) -Appraising for the Office of Valuation Services,Department of the Interior(2017) SEMINAR(Al) -Case Studies in Appraising Green Residential Buildings&passed exam(2017) SEMINAR(Al) -Uniform Appraisal Standards for Federal Land Acquisitions&passed exam(2017) SEMINAR(Al) -Hot Topics&Myths in Appraiser Liability(2018) COURSE(Al) -7 Hour National USPAP Update(2018) SEMINAR(Al) -Florida Law(2018) SEMINAR(Al) -Parking&Its Impact on Florida Properties(2018) SEMINAR(Al) -What's New in Residential Construction(2018) SEMINAR(Al) -Valuation Resources for Solar Photovoltaic Systems(2018) SEMINAR(Al) -Technology Tips for Real Estate Appraisers(2018) SEMINAR(Al) -Residential&Comnnercial Valuation of Solar&passed exam(2018) SEMINAR(Al) -Airport Appraisals(2019) SEMINAR(Al) -Practical Applications in Appraising Green Commercial Properties&passed exam(2019) D PROFESSIONAL INVOLVEMENT Region X Representative of the Appraisal Institute 2006—2009 President of the South Florida Chapter of the Appraisal Institute-2003 First Vice-President of the South Florida Chapter of the Appraisal Institute-2002 Second Vice-President of the South Florida Chapter of the Appraisal Institute-2001 Secretary of the South Florida Chapter of the Appraisal Institute-2000 Treasurer of the South Florida Chapter of the Appraisal Institute-1999 Chair of the Education Committee of the S.Florida Chapter of the Appraisal Institute-1995,1996,1997,1998,2007-2018 Director of the South Florida Chapter of the Appraisal Institute 1996-1998 Member of Region X(Florida)Ethics and Counseling Panel—Al Graduate of the Florida REALTORS Institute(GRI) J) CIVIC INVOLVEMENT Member of the Navy League of the United States—Fort Lauderdale Council Lifetime Honorary Member-Florida Sheriff s Association Member of Zeta Tau Alpha Alumnae Fraternity 70 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part Ill, of the Florida Statutes (hereinafter "PURCHASER") and MARCUS SPENCE, a single man (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1, PURCHASE AND _SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Property Control No.: 08-43-45-21-18-000-1510 Lot 151, of ARDEN PARK ADDITION TO BOYNTON FLORIDA, according to the Plat thereof, as recorded in Plat Book 2, at Page(s) 96, of the Public Records of Palm Beach County, Florida. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Seventy-Five Thousand Dollars ($75,000.00), payable in cash, by wire transfer of United States Dollars at the Closing. 3. DEPOSIT. 3.1 Earnest Money Deposit. Within five (5) Business Days after the execution of the Purchase Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of One Thousand Dollars ($1,000.00) the "Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: The Deposit shall be delivered _o SELLER at Closing and the PURCHASER shall receive credit for such amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 01181418-1 Purchase and Sale Agreement Page 2 of 15 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The effective date of the Purchase Agreement is the date that the Escrow Agent receives the Escrow Deposit and Escrow Agent executes the Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before October 15, 2019, (the "Closing"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. S. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof, 7. FEASIBILITY PERIOD. The PURCHASER, and its designees shall have fifteen (15) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Purchase and Sale Agreement Page 3 of 15 Property by PURCHASER's testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and hold PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the title as it then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Ul l8 i4i 8-1 Purchase and Sale Agreement Page 4 of 15 Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/loath of an acre. If the Surveydiscloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regu:ations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning title objections. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.2 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.3 Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any OlEBIAlB-I - Purchase and Sale Agreement Page 5 of 15 conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings, At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. 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. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non- foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall Ut 181418-I Purchase and Sale Agreement Page 6 of 15 also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office, in the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens._ Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.4. Closing Costs. PURCHASER shall be responsible for costs associated with the title policy, recording the deed and half of all general closing expenses (settlement fee, courier fees, overnight package, etc.). SELLER is responsible for documentary stamps on the deed and half of all general closing expenses and their own legal fees. All other costs of closing shall be borne by PURCHASER. 10.5 Closi_n Procedure. PURCHASER shall fund the Purchase Price subject to 01181418-1 Purchase and Saie Agreement Page 7 of 15 the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf'of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. �Ildl41A-I ' Purchase and Sale Agreement Page 8 of 15 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). 11.9 SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 0 1181316-1 Purchase and Sale Agreement Page 9 of 15 11.11 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing), 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2 There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.13.3 To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 12. DEFAULT. 1.2.1. 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, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those X118141&-1 ...... Purchase and Sale Agreement Page 10 of 15 expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default, The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13, NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: if to Seiler: Marcus Spence 3 S_ OYI 8141$-1 Purchase and Sale Agreement Page 11 of 15 if to Purchaser : Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Baynton Beach, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman & Walker, PA 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 14. BINDING OBLIGATION ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by SELLER on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated .by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 01181418-3 Purchase and Sale Agreement Page 12 of 1S 36.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicabie: {1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER,to the best of SELLER'S knowledge, (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and including final judgment, or 2) interplead the challenged documents into the court. In either event, SELLER agrees to pay PURCHASER's reasonable attorneys' fees and costs, both trial and appellate. 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any,force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and !71181418-I Purchase and Sale Agreement Page 13 of 15 agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability, If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 18.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or OI I8I4i 8-1 Purchase and Sale Agreement Page 14 of 15 proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 1.8.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10 Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 18.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. SIGNATURES ON FOLLOWING PAGE U1181418-I Purchase and Sale Agreement Page 15 of 15 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY MARCUS SPENCE REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: Marcus Spence Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: []ii81418-1 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: September 10, 2019 NEW BUSINESS AGENDAITEM: 15.D. SUBJECT: Consideration of Broker of Record Contract for Property and Casualty Insurance with Plastridge Agency, I nc. SUMMARY: On July 9, 2013, the CRA Board approved the Plastridge Agency, Inc. as the Broker of Record for the CRA's Property and Casualty Insurance Program. The initial term of the contract was for two (2) years, with the option for the CRA to renew for two (2) additional, two-year terms (see Attachment 1). The CRA has exercised our renewal options as indicated below (see Attachment 11): Initial Term: Fiscal Year(FY)2013-2014 and FY 2014-2015 First Renewal Term: FY 2015-2016 and FY 2016-2017 Second Renewal Term: FY 2017-2018 and FY 2018-2019 Plastridge Agency, I nc.'s contract will expire on September 30, 2019. Although insurance is excluded from the competitive solicitation process, staff reached out to the Florida League of Cities Municipal Insurance Trust (FMIT) to ensure that the CRA was getting the best pricing for the required coverage. Confirmation from FMIT's Account Executive indicated that, "After review, our underwriters have determined that the CRA is in the best available program the market has to offer. The program being offered by Plastridge/Glatfelter is niche and seems to fit the CRA's Insurance needs." (see Attachments 111). The CRA's policies and costs are included as Attachments IV and V. Staff is requesting Board approval to contract with Plastridge Agency, Inc. to serve as the CRA's Broker of Record under the same fee schedule, terms, and conditions. FISCAL IMPACT: FY 2019-2020 Budget General Fund, Line Item 01-51410-213, not to exceed $170,000 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan-Downtown District CRA BOARD OPTIONS: Approve a contract with the Plastridge Agency, Inc. as the Broker of Record for the CRA's Property and Casualty Insurance Program, direct staff to work with legal counsel on a contract with the same fee schedule, terms, and conditions, and authorize the Chair to execute the contract. ATTACHMENTS: Description D Attachment I - Executed Brokerage of Record Contract with Plastridge for Property and Casualty Insurance D Attachment II - 1st and 2nd Renewal Options D Attachment III - Email from FM IT Account Executive D Attachment IV - Renewal Premium for Glatfelter D Attachment V -Safepoint Wind Renewal BROKER OF RECORD CONTRACT FOR PROPERTY AND CASUALTY INSURANCE PROGRAM THIS AGREEMENT is entered into between the Boynton Beach Community Redevelopment Agency, hereinafter referred to as "the CRA", and The Plastridge Agency, Inc., hereinafter referred to as "the Broker", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. PROJECT DESIGNATION. The Broker is retained by the CRA to perform BROKER Services in connection with the project designated BROKER OF RECORD SERVICES, 2. SCOPE OF SERVICES. Broker agrees to perform the Broker of Record services i accordance with the appropriate Florida Statutes. The services include, but are not limited to, surveying the insurance marketplace, identifying markets available and willing to underwrite, and determining those markets which provide the most cost effective coverages to meet the insurance needs of the CRA. The services also include: loss prevention, loss control, claims administration, and risk management services to the CRA. The broker approved by the CRA shall be responsible for recommending policies that provide appropriate levels of coverage; present to markets the CRA's insurance coverage requirements; obtain bids from responsible insurers; evaluate bids and present the CRA the package of insurance policy terms, conditions and premiums; represent the CRA in any negotiations with insurers and other parties regarding insurance matters; meet with the CRA at least semi-annually to review the current coverage; solicit quotes from multiple insurers at the time of any renewal. Companies reviewed and recommended by the CRA's selected Broker of Record, for insurance coverage for the CRA, shall have the most recent AM Best rating of hot less than B+. The primary account representative and other account team members for the Insurance Broker shall be reasonably available to CRA staff to address questions related to the CRA account and provide such other services related to the insurance coverage as the CRA may reasonably request. 3. TIME FOR PERFORMANCE. Work under this Contract shall commence upon t h e execution of this Contract. Broker shall perform all services and provide all work product required pursuant to this Contract for CRA insurance need requirements with an effective date of October 1, 2013 and those other lines of CRA insurance requirements that expire with dates after October 1,2013. 4. TERM OF AGREEMENT. This agreement will be for a two (2) year period. The CRA may renew the contract, at the same terms and conditions for two (2) additional two year terms subject to vendor acceptance, satisfactory performance and determination that renewal will be in the best interest of the CRA. 5. PAYMENT. The CRA authorizes payment byu�arioys insurance companies or carriers to the BROKER for completed work and for services rendered under this Contract after October 1 of each fiscal year, the effective date of CRA insurance lines, and after the renewal date of other CRA insurance lines not effective October 1 of each fiscal year, in accordance with the Fee Schedule, pursuant to Exhibit A, which is attached hereto as part of this agreement. 6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials produced by the Broker in connection with the services rendered under this agreement shall be the property of the CRA whether the project for which they are made is executed or not. The Broker shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Broker's endeavors. 7. COMPLIANCE WITH LAWS. Broker shall, in performing the services contemplated by this service agreement, faithfully observe and comply with all federal, state and local laws, ordinances and regulations that are applicable to the services to be rendered under this agreement. 8. INDEMNIFICATION. Broker shall indemnify, defend and hold harmless the CRA, its offices, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorneys fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Broker's own employees, or damage to property occasioned by a negligent act, omission or failure of the Broker. 9. INSURANCE. It shall be the responsibility of the successful proposer to secure and maintain in force through the duration of this contract workers' compensation insurance, property damage, liability insurance and vehicular liability insurance, during the time any of his personnel are working on CRA property. Loss by fire or any other cause shall be the responsibility of the vendor until such time as the items and/or work has been accepted by the CRA. The vendor shall furnish the CRA with a certificate of insurance after award Inas been made prior to the start of any work. Said insured companies must be authorized to do business in the State of Florida and the CRA will not accept any company that has a rating less than B+ in accordance to A.M. Best's Key Rating Guide, latest edition. 10. INDEPENDENT CONTRACTOR, The Broker and the CRA agree that the Broker is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship 6f employer and employee between the parties hereto. Neither Broker nor any employee of Broker shall be entitled to any benefits accorded CRA employees by virtue of the services provided under this agreement. The CRA shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Broker, or any employee of Broker. 11. COVENANT AGAINST CONTINGENT FEES. The Broker warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Broker, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Broker, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CRA shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 12. DISCRIMINATION PROHIBITED. The Broker, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 13.ASSIGNMENT. The Broker shall not sublet or assign any of the services covered by this agreement without the express written consent of the CRA. 14.NON-WAIVER. Waiver by the CRA of any provision of this agreement or any time limitation provided for in this agreement shall not constitute a waiver of any other provision. 15.TERMINATION. a. The CRA reserves the right to terminate this agreement at any time, for any reason or no reason, by giving ten (10) days written notice to the Broker. b. In the event of the death of a member, partner or officer of the Broker, or any of its supervisory personnel assigned to the project, the surviving members of the Broker hereby agree to complete the work under the terms of this agreement, if requested to do so by the CRA. This section shall not be a bar to renegotiations of this agreement between surviving members of the Broker and the CRA, if the CRA so chooses. 16. DISPUTES. Any dispute arising out of the terms or conditions of this agreement shall be adjudicated within the courts of Florida. Further, this agreement shall be construed under Florida Law. 17 NOTICES. Notices to the CRA shall be sent to the following address: Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway Boynton Beach, FL 33435 Notices to Broker shall be sent to the following address: Peter Arts Plastride Insurance Anency Inc, 820 NE 6�Ave. Delray Beach, FL 33483 18.INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the CRA and the Broker and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both CRA and Broker. 19.PUBLIC RECORDS. 19.1 CRA is public agency subject to Chapter 119, Florida Statutes. The Broker shall comply with Florida's Public Records Law. Specifically, the Broker shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer to the CRA, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CRA in a format that is compatible with the information technology systems of the agency. 19.2 The failure of Broker to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the CRA shall enforce the Default in accordance with the termination provisions set forth in Article 15. [SIGNATURES ON NEXT PAGE] DATED this day of ) a S 20-0 Boynton B ach munity Redevelopment Agency CK Executive Director Br er Attest/AuthenticatedcxeAA Title (Corporate Seal) Witness r 4CAttorney Form: Attest/Authenticated: �A i Secretary ] 3 I PAULA T. POST Notary Public,State of Florida My Comm. Exp, April 2, 2017 o►r No. FF 4148 EXHIBIT A FEE SCHEDULE Plastndae Insurance Agency will be, directly com ensated through commissions provided by the carriers with whom covera a is laced. These commissions will be fully disclosed to the The Boynton Beach Community Redevelopment Agency. All commissions. will be negotiated by Plastridge. The Bo nton Beach Community Redevelopment Agency will not collector negotiate an commissions from carriers nor will the CRA pay an direct commissions or fees to Plastrid e. All commissions aid to Plastridge Insurance will be paid b the respective carrier. During the period of this agreements the total ofi the annual commissions paid on all lines of coverage will not exceed_a total of 9% of the total premium paid. We will endeavor to place coverage throygh the Florida League of Cities Municipal Insurance Trust (FM ,. If crvera a is placed thru the FMIT Plastndae agrees to accept a 6% commission onallcovera es placed with the FMIT. Some carriers s ecificall overnmental insurers such as The National Flood Insurance Proqram and Citizens do not allow a change or reduction in commissions. Therefore'-Plast cannot change those commissions. We understand the term of this agreement is two(2) years, with two (2�options for additional two (2) year terms, the Plastridge Agencywill honor the same compensation terms as agreed upon for the agreement term. 710 N Federal Highway BOYN5n1 n1 Beach, Fl. 33435 61-737-3256 -, q 0 1 x: 561wwwBETA H RA -737-3258 oto r . CASUALTYRE: RFP FOR BROKER OF RECORD FOR PROPERTY AND INSURANCE 2013-2014 1 Agreement between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY and THE PLASTRIDGE AGENCY, INC. AGREEMENT RENEWAL TERM: FY 2015-2016 (October — September 30, (October2016) and FY 2016-2017 r 30, 2017) Yes, I agree to renew the existing Agreement under the same Terms, Conditions and r tes for an additional two years. No, I do not wish to renew the Agreement for the following reason(s)- THE son( )® NAME OF COMPANY N, C ° >. oyqu�-A NAME OF I TITS (Please print) 0�)L)(51 fi-, 4/�Aj e , L-MAIL 710 N Federal Highway n each, FL 33435 BOYNTO561-737-3256 oms="� Fax: 1-737-325 m" B E AC H RA www.boyntonbeachcra.com November 6, 2015 Mr. Peter Arts Plastridge Insurance Agency 820 NE 6th Avenue Delray Beach, FL 33483 INSURANCEER OF RECORD FOR PROPERTY AND CASUALTY - CURRENT AGREEMENT TERM: FY 2013-201 2014-2015 Dear Peter: The Agreement for "Broker of Record Contract for Property and Casualty Insurance Program" expired on September 20, 2015. The Agreement allows for optional renewals for two (2) two-year terms at the same terms and conditions subject to vendor acceptance, satisfactory performance and determination that renewal will be in the best interest of the CRA. The Boynton Beach CRA would like to renew the existing Agreement under the same terms and conditions for an additional two years, First Renewal Term: FY 2015-2016 and FY 2016-2017, as allowed in the RFP document and the Agreement. Any requested increase in the rates must be agreed to and approved by the CRA Board. Please indicate your response on the following page and return it to Susan Harris, Finance Director at your earliest convenience. If you should have any questions, please do not hesitate to contact Susan Harris, Finance Director, at (561) 600-9092 or E-mail: HardsSu@bbfl.us. Sincere Vivian Brooks Executive Director Cc: Susan Harris, Finance Director File 710 N Federal Highway Baynton Beach, FL 33435 BOYNTONPh: 561-737-3756 �CRA Fax; 56'1-737-3255 UNUMBEACH April 25, 2017 Mr. Peter Arts Plastridge Insurance Agency 820 NE 61h Avenue Delray Beach, FL 33488 RE: RFP FOR BROKER OF RECORD FOR PROPERTY AND CASUALTY INSURANCE PROGRAM — RENEWAL FOR TERMS: FY 2017-2818 AND FY 2018- 2019 -- Dear Peter: The first renewal option of two years for the fiscal years 2015-2016 and 2816-2017 will expire on September 20, 2017. The Agreement allows for optional renewals for two (2) two-year terms at the same terms and conditions subject to vendor acceptance, satisfactory performance and determination that renewal will be in the best interest of the CRA. The Boynton Beach CRA would like to renew the existing Agreement under the same terms and conditions for an additional two years, Second Renewal Term: FY 2017-2018 and FY 2018-2010, as allowed in the RFP document and the Agreement. Any requested increase in the rates must be agreed to and approved by the CRA Board. Please indicate your response on the following page and return it to Susan Harris, Finance Director at your earliest convenience. If you should have any questions, please do not hesitate to contact Susan Harris, Finance Director, at (661) 600-9092 or E-mail: HarrisSu@bbfl.us. Sincerely, Michael Simon Interim Executive Director Cc: Susan Harris, Finance Director File 710 N Federal Highway Boynton Beach,FL 33435 BOYNTONPPh: 561-737-3256 Fax: 561-737-3258 � ': BEIACKCRA wwipi.boynicinbo.achc�EI.C,D�'lI Re: agreement between the ROYNT®N BEACH COMMUNITY REDEVELOPMENT AGENCY and THE PLAST IDLE AGENCY, INC. AGREEMENT RENEWAL TERM: FY 2017-2018 (October 1, 2017- September 30, 2018) and FY 2018-2019 (October 1, 2018- September 30, 2019) zyes, I agree to renew the existing Agreement under the same Terms, Conditions and rates for an additional two years. No, I do not wish to renew the,Agreement for the fallowing reason(s): THE PLASTRIDGE AGENCY, INC. SIGNATURE . - NAME OF COMPANY NAME OF REPRESENTATIVE TITLE (Please print) E-MAIL ADDRESS Hill, Vicki From: Michael Morrill <mmorrill@flcities.com> Sent: Friday,August 23, 2019 1:29 PM To: Shutt, Thuy Cc: Hill, Vicki; Simon, Michael Subject: Re: Boynton Beach CRA FMIT Underwriters questions Good afternoon Thuy, Hope all is well! I apologize for the delayed response but this is a hectic time of year. After review, our underwriters have determined that the CRA is in the best available program the market has to offer. We appreciate your interest in the FMIT and hope to work with the CRA and the City in the future. The program being offered by Plastridge/Glatfelter is niche and seems to fit the CRA's Insurance needs. Again I apologize for not getting back sooner. Have a great fiscal year! All the best, Michael J. Morrill Account Executive Florida League of Cities, Inc. 954.270.7296 www.flcities.com From:Shutt,Thuy<ShuttT@bbfl.us> Sent:Thursday,August 22, 2019 4:48:24 PM To: Michael Morrill<mmorrill@flcities.com> Cc: Hill,Vicki<HiIIV@bbfl.us>; Simon, Michael<SimonM@bbfl.us> Subject: RE: Boynton Beach CRA FMIT Underwriters questions Hi, Mike, Just following up to see how everything is going and if the underwriters need anything else. Could you please provide an update for us? Thanks. Thuy Shutt, AIA, FRA-RA Assistant Director Boynton Beach Community Redevelopment Agency 710 N, Federal Hwy. Boynton Beach, Florida 33435 561-500-9098 ShuttT@bbfl.us I ,;r http://www.catchboynton.com 1 Glatfelter (4) Public SM G Practice A Division of AW.Iler— Grow A 7kadfflon O'Sendw, d on 7hmt.@ August 22, 2019 Boynton Beach Community Redevelopment Agency 710 North Federal Highway 2 t Boynton Beach,FL 33343-5000 b , i'fnVni r, Re: Renewal Premiums " To Whom It May Concern: Florida insurance regulations require that we advise you of your renewal premiums in advance of your renewal date. Polio Number Policy Term Premium GPPA-PF-6055673-06 10/01/2019-10/01/2020 $99,000 These premiums are estimates only and are subject to change as additional information becomes available, including that on your renewal questionnaire. If you have any questions, please call your agent. Thank you for your business. Very truly yours, Authorized Representative cc:The Plastridge Agency, Inc cc: 183 Leader Heights RoadP.O. Pox 2726 - York,Pennsylvania 17405 (717)741-09.11 9 ( 0)233-1957 7 e Fax(717)747-7033 *unvmGl elt Fla iePrac i exam Administered by ? tater Underuniting Sendces,Inc. a/k/a Glafftiter Insurance Services in CA,MN,NV,TX and UT and Glaffiefter Brokerage Services irz NY S - ? Ln 0 0 fu � Z / 2 ? % kq k 2 c)) UJ m 2 ® @ Fn > >> ® E « n n v r / / CA) $ v k k � I m O m « m E 0 Z m 2 a � D m 2 0 CD co CIA « a C 0 A SafePoint P.O. Box 16647 Tampa Florida 33687-6647 Telephone: (844)722-9985 Fax:(813) 575-2965 insurance business—advantage@safepointins.com 8/7/2019 -------------- .. ..... POLICY NUMBER POLICY PERIOD 12:01 AM STANDARD TIME TERM AGENTS BIER ----------- ------------- - I, FROM i TO 10/11/2019 10/1/2020 1-2 000284-5---- ---- SPCW0004433-02 L.............................. NAMED INSURED AND ADDRESS AGENT'S NAME ANDADDRESS .. .... . ......... ---------------- BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY THE PLASTRIDGE AGENCY,INC. 10337 NORTH MILITARY TRAIL PALM BEACH GARDENS FL,33410 710 N FEDERAL HWY (516)630-4955 BOYNTON BEACH FL,33435 .......................... --------- Payment Plan Notice Total annual premium due: $62,668.61 SafePoint Provides the following payment plans: For policies on installment billing, a flat $3.00 per installment fee applies and a one-time set up fee of$10.00 applies. Payments methods include check or credit card. We currently do riot accept premium financing, Number Of Payment Description Percentage of Additional Minimum Billing Due Amount Due Down Payment Payments Premium Dates ........ ......... Annual(I Payment) 100% N/A N/A Inception $62,668.61 Semi Annual 60% 1 N/A 180 days $37,614.00 (2 Payments) Quarterly 40% 3 N/A 90 days,180 days $25,080.00 i (4 Payments) &270 Days ---------- ... .... ........ Please detach and return below stub with payment ----------------------------------------------------------------------------------------------------------------------------------------------------------------- Please mail payment to: SAFEPOINT INSURANCE COMPANY P.O. Box 16647 Tampa, FL 33687-6647 or Pay online at: www.safepointins.com DO NOT FORGET TO WRITE YOUR POLICY NUMBER ON THE CHECK. AMOUNT ENCLOSED: $ For faster processing please make your payment online or mail payments directly to SafePoint Insurance Company. To pay with a check or credit card please visit: WWW.SAFEPOINTINS.COM 24 Hours a day INSURED COPY SPCW0004433-026266861 SafePo 'lnt BUSINESS A PROGRAM COMMERCIAL NON RESIDENTIAL POLICY Safepoint Insurance Company P.O. Box 16647 Tampa, FL 33687-6647 Claims: 1-855-252-4615 Customer Service: 1-844-722-9985 SIC CNRJ 09 16 This Policy Jacket with the Policy Form,Declarations Page,and Endorsements,if any,issued to form a ,)artthereof,com hetes the policras,numbered on the Declarations Passe. POLICY PROVISION: All premiums for this insurance shall be computed in accordance with Safepoint Insurance Company's rules, forms, rating plans, premiums and minimum premiums applicable to the insurance afforded herein which are in effect at the inception of the insurance and,each anniversary thereof,including the date of interim changes. IN WITNESS WHEREOF,the Safepoint Insurance Company has caused this instrument to be signed by its President. ZVX59-z— David Flitman President,Safepoint Insurance Company SIC CNRJ 09 16 SafePoint An A.M.Best Rated Company Thank you for renewing your policy with SafePoint Insurance. We truly appreciate that you have made the decision to stay with SafePoint We know you have many choices in the Florida marketplace and we appreciate the opportunity to continue to earn your business. Our mission is to provide superior customer service, comprehensive coverage, fast and friendly claims service and to give our policyholders Peace of Mind . With over$40 Million in policyholder surplus and a dedicated Florida presence, Safepoint has the financial resources to protect your Business. Safepoint has earned an AM Best rating B VI and "A Exceptional"financial rating from Demotech, an organization that rates insurance carriers on their financial stability. Our commitment is to provide the best possible customer experience by being easy to do business with! Go to our website www.safepointins.com for additional benefits available to our SafePoint customers. For more information about the benefits of being a SafePoint customer,you can contact your agent or Customer Service at 844-722-9985, Monday thru Friday 8:00am to Spm. If you need assistance with a claim,contact us 24hrs a day and 365 days a week at 855-CLAI 15(855-252-4615). We sincerely appreciate your business and hope to continue to earn your business on every renewal. Your Peace of Mind starts here. Best regards, r� David Flitman CEO Please contact us or your agent if you have any questions or need more information. SAFEPOIT INSURANCE COMPANY � � PO BOX 16647 Policy Number: 1 Tampa, FL 33687-6647 SPCW0004433-02 1 insurance Phone: 844-722-9985 Fax: 813-575-2965 ------------------- COMMON POLICY DECLARATIONS COMMERCIAL LINES POLICY ITEM 1. Named Insured and Mailing Address: Producer Name and Address: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY THE PLASTRIDGE AGENCY,INC. 10337 NORTH MILITARY TRAIL PALM BEACH GARDENS FL,33410 710 N FEDERAL HWY BOYNTON BEACH FL,33435 Agent NO. 0002845 Tel. NO. (516)630-4955 ITEM 2. Policy Period From: 10/1/2019 To: 10/1/2020 at 12:01 A.M., Standard Time at your mailing address shown above. ITEM 3. Business Description: GOVERNMENT ENTITY CRA Form of Business: OTHER ITEM 4. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. This policy consists of the following coverage parts for which a premium is indicated.Where no premium is shown, there is no coverage.This premium may be subject to adjustment. Coverage Part(s) Premium Commercial Property Coverage Part $62,643.61 Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto (Business or Truckers)Coverage Part Commercial Garage Coverage Part Boiler& Machinery Coverage Part Fees and Inspection Costs (if applicable) MGA Fee $25.00 Total Policy Premium $62,668.61 PART S. FORMS AND ENDORSEMENTS Form(s) and Endorsements made a part of this policy at time of issue: See Schedule of Forms and Endorsements Countersigned: 8/7/2019 Date: BY: Authorized Representative THIS COMMON POLICY DECLARATION AND THE SUPPLEMENTAL DECLARATION(S),TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART(S), COVERAGE FORM(S)AND FORMS AND ENDORSEMENTS, IF ANY, COMPLETE THE ABOVE NUMBERED POLICY. SIC CPP DEC 09 16 SAFEPOINT INSURANCE COMPANY PO BOX 16647 Policy Number: SafePoint Tampa, FL 33687-6647 SPCW0004433-02 insurance Phone: 844-722-9985 Fax: 813-575-2965 COMMERCIAL PROPERTY POLICY DECLARATIONS Named Insured and Mailing Address: ' Producer Name and Address: _ — .... ..... BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY THE PLASTRIDGE AGENCY, INC. 10337 NORTH MILITARY TRAIL 710 N FEDERAL HWY PALM BEACH GARDENS FL,33410 BOYNTON BEACH FL,33435 Agent No.: 0002845 Tel. No.: (516)630-4955 --------------- Policy Period: This policy is in force from: 10/1/2019 to: 10/1/2020 at 12:01 A.M.,Standard Time at your mailing address shown above. ..... Insured Entity Type: OTHER Business of Insured; GOVERNMENT ENTITY CRA LIMITS OF INSURANCE -- —.. ...........--- _._. Loc. Coverage Limit of Insurance Coinsurance Premium Deductible 1 BUILDING $313,140 100% $2,848.00 3%WIND($1,000 MIN.) 1 BUSINESS PERSONAL PROPERTY $67,932 100% $1,082.00 3%WIND($1,000 MIN.) 1 BUSINESS INCOME NO COVERAGE 1 TERRORISM EXCLUDED 2 BUILDING NO COVERAGE 2 BUSINESS PERSONAL PROPERTY $186,660 100% $1,019.00 3%WIND($1,000 MIN.) 2 BUSINESS INCOME NO COVERAGE 2 TERRORISM EXCLUDED 3 BUILDING $330,480 100% $3,049.00 3%WIND($1,000 MIN.) Cause of Loss WINDSTORM OR HAIL Valuation REPLACEMENT COST Total Provisional Policy Premium...................................................................................................... $62,577.00 Emergency Management, Preparedness, and Assistance Fee............................................................... $4.00 StateFire Marshall Surcharge............................................................................................................. $62.61 j j Total Policy Premium................. $62,643.61 LOCATIONS-See Schedule of Locations(s) MORTGAGEES AND LOSS PAYEES-See Schedule of Mortgage Holders(s) Form(s) and Endorsements made a part of this policy at time of issue: See Schedule of Forms and Endorsements. This policy may be subject to audit. Countersigned: Date: a.... 8[7/2019 By: Authorized Representative THESE DECLARATIONS, TOGETHER WITH THE COMMON POLICY CONDITIONS, AND THE COMMERCIAL PROPERTY COVERAGE PART(WHICH CONSISTS OF COVERAGES FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART OF IT) COMPLETE THE POLICY. SIC CP DEC 09 16 FSAFEPOIT INSURANCE COMPANY SafePo ` P BOX 16647 Policy Number: Tampa, FL 33687-6647 SPC0004433-02 insurance Phone:844-722-9985 Fax: 813-575-2965 --------- _ ECIL PROPERTY POLICY DECLARATIONS ............... j Named Insured and Mailing Address: Producer Name and Address: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY THE PLASTRIDGE AGENCY, INC. 10337 NORTH MILITARY TRAIL 710 N FEDERAL HWY PALM BEACH GARDENS FL,33410 BOYNTON BEACH FL,33435 Agent No.: 0002845 Tel. No.: (516)630-4955 Policy Period: This policy is in force from: 10/1/2019 to: 10/1/2020 at 12:01 A.M., Standard Time at your mailing address shown above. Insured Entity Type: OTHER Business of Insured: GOVERNMENT ENTITY CRA _....... ................................... ... LIMITS OF INSURANCE Loc. Coverage Limit of Insurance Coinsurance Premium Deductible 3 BUSINESS PERSONAL PROPERTY NO COVERAGE 3 BUSINESS INCOME NO COVERAGE 3 TERRORISM EXCLUDED 4 BUILDING $1,914,780 100% $16,960.00 3%WIND($1,000 MIN.) 4 BUSINESS PERSONAL PROPERTY NO COVERAGE 4 BUSINESS INCOME NO COVERAGE 4 TERRORISM EXCLUDED 5 BUILDING $2,501,329 100% $37,070.00 3%WIND($1,000 MIN.) 5 BUSINESS PERSONAL PROPERTY $51,000 100% $549.00 3%WIND($1,000 MIN.) Cause of Loss WINDSTORM OR HAIL Valuation REPLACEMENT COST Total Provisional Policy Premium...................................................................................................... $62,577.00 Emergency Management, Preparedness, and Assistance Fee............................................................... $4.00 State Fire Marshall Surcharge............................................................................................................. $62.61 Total Policy Premium................. $62,643.61 LOCATIONS-See Schedule of Locations(s) MORTGAGEES AND LOSS PAYEES-See Schedule of Mortgage Holders(s) Form(s) and Endorsements made a part of this policy at time of issue: See Schedule of Forms and Endorsements. This policy may be subject to audit. Countersigned: 8/7/2019 Date: _..,_m...._...�. BY: _ w or Authorized Representative THESE DECLARATIONS, TOGETHER WITH THE COMMON POLICY CONDITIONS, AND THE COMMERCIAL PROPERTY COVERAGE PART(WHICH CONSISTS OF COVERAGES FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART OF IT) COMPLETE THE POLICY. SIC CP DEC 09 16 I T INSURANCE COMPANY 7Policy Number: PO BOX 1664 SafePoInt Tampa, FL 33687-6647 SPCW0004433-02 Insurance Phone: 844-722-9985 Fax: 813-575-2965 COMMERCIAL PROPERTY POLICY DECLARATIONS . .... Named Insured and ailing Address: Producer Name and Address: .........._— —. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY THE PLASTRIDCE AGENCY,INC. 10337 NORTH MILITARY TRAIL 710 N FEDERAL HWY PALM BEACH GARDENS FL,33410 BOYNTON BEACH FL,33435 Agent No.: 0002345 Tel. No.: (516)630-4955 Policy Period: This policy is in force from: 10/1/2019 to: 1011/2020 at 12:01 A.M., Standard Time at your mailing address shown above. ........ _.,.,........ i Insured Entity Type: OTHER Business of Insured: GOVERNMENT ENTITY CRA .......... --...... _.. ----- _ _ I LIMITS OF INSURANCE ........... Loc. Coverage Limit of Insurance Coinsurance Premium a uctibl 5 BUSINESS INCOME NO COVERAGE 5 TERRORISM EXCLUDED Cause of Loss WINDSTORM OR HAIL Valuation REPLACEMENT COST TotalProvisional Policy Premium...................................................................................................... $62,577.00 Emergency Management, Preparedness, and Assistance Fee............................................................... $4.00 4 StateFire Marshall Surcharge............................................................................................................. $62.61 Total Policy Premium................. $62,643.61 LOCATIONS-See Schedule of Locations(s) MORTGAGEES AND LOSS PAYEES-See Schedule of Mortgage Holders(s) Form(s) and Endorsements made a part of this policy at time of issue: See Schedule of Forms and Endorsements. This policy may be subject to audit. Countersigned: Date: .. 8/7/2019 By: Authorized Representative THESE DECLARATIONS, TOGETHER WITH THE COMMON POLICY CONDITIONS, AND THE COMMERCIAL PROPERTY COVERAGE PART(WHICH CONSISTS OF COVERAGES FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART OF IT) COMPLETE THE POLICY. SIC CP DEC 09 16 SAFEPOIT INSURANCE COMPANY SafePot PO BOX 16647 Policy Number: t. 1 Tampa, FL 33687-6647 SPCW0004433-02 insurance Phone: 844-722-9985 Fax: 813-575-2965 SCHEDULE OF LOCATIONS Named Insured: Policy Period Effective Date: 10/1/2019 to 10/1/2020 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY 12:01 A.M., Standard Time --- —..... __.......... Agent Name: Agent No.: 0002845 (516)630-4955 Prem. Bldg. Premises Address No. No, (Address,City,State,Zip Code) 1 211 E OCEAN AVE BOYNTON BEACH FL,33435 2 710 N FEDERAL HWY BOYNTON BEACH FL,33435 3 735 CASA LOMA BLVD BOYNTON BEACH FL,33435 4 115 N FEDERAL HWY BOYNTON BEACH FL,33435 5 1010 SOUTH FEDERAL HWY BOYNTON BEACH FL,33435 SIC CPP DEC A2 09 16 ........... SAFEPOINT INSURANCE COMPANY PO BOX 16647 Policy Number: SPCW0004433-02 Tampa, FL 33687-6647 insurancePhone: 844-722-9985 Fax: 813-575-2965 .. ................ .......... SCHEDULE OF FORMS AND ENDORSEMENTS —-—----------- - ......... Named Insured: Policy Period Effective Date: 10/11/20119 to 110/11/2020 BOYNTON BEACH COMMUNITY REDEVELOPMENT 12:01 A.M.,Standard Time AGENCY Agent Name:THE PLASTRIDGE AGENCY, INC. Agent No.: 0002845 CP 00 10 06 07 BUILDING AND PERSONAL PROPERTY COVERAGE FORM CP 00 90 07 88 COMMERCIAL PROPERTY CONDITIONS CP 01 40 07 06 EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA IL 00 17 11 98 COMMON POLICY CONDITIONS IL 01 75 09 07 FLORIDA CHANGES - LEGAL ACTION AGAINST US IL 09 35 07 02 EXCLUSION OF CERTAIN COMPUTER-RELATED LOSSES IL 09 53 01 15 EXCLUSION OF CERTIFIED ACTS OF TERRORISM IL 09 85 01 15 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT ILP 001 01 04 U.S.TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL (OFAC) ADVISORY NO- SIC 03 21 08 16 WINDSTORM OR HAIL PERCENTAGE DEDUCTIBLE SIC CNRW 01 25 08 16 SUPPLEMENTAL FLORIDA CHANGES SIC W02 55 08 16 FLORIDA CHANGES -CANCELLATION OR NONRENEWAL SIC W10 10 08 16 CAUSES OF LOSS -WINDSTORM OR HAIL FORM SIC W14 20 08 16 SAFEPOINT CHANGES - PROPERTY NOT COVERED SIC CPP DEC A109 16 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 CRAADVISORY BOARD AGENDAITEM: 16.A. SUBJECT: CRA Advisory Board Agenda- September 5, 2019 SUMMARY: See attached. CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D September 5, 2019 CRAAB Agenda 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRAAdvisory Board Meeting Thursday, September 5, 2019 -6:30 PM CRAOffice, 710 N. Federal Highway, Boynton Beach, FL.33435 561-737-3256 ADVISORY BOARD AGENDA AGENDA 1. Call to Order 2. Roll Call 3. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 4. Information Only A. Financial Report Period Ending August 31, 2019 5. Public Comment 6. Consent A. Approval of CRA Advisory Board Meeting Minutes-August 1, 2019 7. Assignments A. Pending Assignments B. Reports on Pending Assignments C. New Assignments 1. Discussion and Recommendation of Fiscal Year 2019/2020 Budget 2. Consideration and Discussion of the Letter of Interest Submitted by Bride of Christ Tabernacle Church for the CRA Owned Property Located on NE 10th Avenue 8. CRA Board Items for CRAAdvisory Board Review and Recommendations A. Old Business B. New Business 1. Consideration of the Purchase and Sale Agreement for the Property located at 1001 N. Railroad Avenue 9. Future Agenda Items 10. Adjournment Notice 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 WEBSITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDAAFTER IT IS PUBLISHED ON THE CRNS WEBSITE CAN BE OBTAINED FROM THE CRA OFFICE. 1 B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: September 10, 2019 CRAADVISORY BOARD AGENDAITEM: 16.13. SUBJECT: CRAAdvisory Board Meeting Minutes -August 1, 2019 SUMMARY: See attached minutes. CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D August 1, 2019 CRAAB Minutes ,r MINUTES OF THE CRAADVISORY BOARD MEETING INTRACOASTAL PARK CLUBHOUSE 2240 N. FEDERAL HIGHWAY BOYNTON BEACH, FLORIDA 33435 HELD ON THURSDAY, AUGUST 1, 2019, AT 6:30 P.M. PRESENT: STAFF: Anthony Barber (arr. 6:37 p.m.) Michael Simon, CRA Executive Director Thomas Devlin Thuy Shutt, CRAAssistant Director Golene Gordon Jobara Jenkins, Accounting/Finance Mgr. Allan Hendricks Bonnie Nicklien, Administrative Svcs. Rick Maharajh Tatiana Guerrier, Prototype, Inc. ABSENT: Linda Cross, Chair Robert Pollock, Vice Chair 1. Call to Order The meeting was called to order at 6:35 p.m. Motion was made by Mr. Devlin, seconded by Ms. Gordon, to approve Allan Hendricks as the substitute chair. In a voice vote, the motion passed unanimously (4-0). 2. Roll Call Roll was called, and it was determined a quorum was present. 3. Agenda Approval A. Additions, Deletions, Corrections to the Agenda — None [Anthony Barber arrived 6:37 p.m.] B. Adoption of Agenda Motion was made by Mr. Maharajh, seconded by Mr. Devlin, to approve the Agenda. In a voice vote, the motion passed unanimously (5-0). 4. Information Only A. Financial Report Period Ending July 31, 2019 — None Meeting Minutes CRA Advisory Board Boynton Beach, Florida August 1, 2019 B. Notice of Relocation of the September 5, 2019, CRAAB Meeting The City Commission will be meeting at this location on September 5, 2019. Therefore, the CRAAB will be meeting September 5, 2019, at the CRA Office, 710 N Federal Hwy, Boynton Beach. The October 3, 2019, CRAAB meeting will be back at the Intercoastal Park Clubhouse. 5. Public Comment — None 6. Consent A. Approval of CRAAdvisory Board Meeting Minutes — July 8, 2019 Motion made by Mr. Devlin, seconded by Ms. Gordon, to approve the July 8, 2019, minutes. In a voice vote, the motion passed unanimously (5-0). 7. Assignments A. Pending Assignments 1 . None B. Reports on Pending Assignments 1. None C. New Assignments 1 . Consideration and Discussion of Fiscal Year 2019/2020 Budget Mr. Simon presented the first draft allocation of the anticipated $3,097,000 project funds available for CRA, which may be used for existing projects needing additional funding or new projects for FY 2019/2020. (See attached Project Fund Allocation Spreadsheet.) The Board proceeded to discuss the three separate, governmental accounting funds: • The General Fund (administrative, general operations, insurance, maintenance, Board-related items); • The Debt Service Fund (obligatory and required funding for debt service, e.g., bonds taken in 2004 and 2005 to build Boynton Beach Blvd. extension east of Federal Highway, and several million dollars for acquisition of property and for down-payment assistance at that time; and • The Project Fund (the main charge of the CRA, brick and mortar capital projects, development projects, grant programs, business-related promotional events, innovative policing programs). This is the balance after the General Fund and Debt Service Fund have been assigned. Public Comment: • Susan Oyer, 140 SE 27th Way, had three things for the Board to consider: 2 Meeting Minutes CRA Advisory Board Boynton Beach, Florida August 1, 2019 o In expanding Sister Cities program, there is a need to find a space and allocate funds to use as a tourist board office/retail location to promote items from sister cities. o Get another CRA-funded police officer for servicing the whole CRA zone, but particularly to help out with boat problems at Waters Edge Park and Oyer Park. o Plan a grand opening from CRA for the historic high school later this year; could be an art event, fireworks, music. Mr. Simon led the Board in discussing the individual line items within the three main funds, and how these funds interact with one another to accomplish CRA's goals. The Rejected Revenue for next year, as presented by Palm Beach County Property Appraiser's Office is a TIFF revenue $13,816,071; the Estimated Income from the Marina sales and rents is $1 million, for a total income to the CRA of$14,816.071. In the Debit Service Fund, $2,140,852 that will go to the Bond Debt Repayment (see attached Spreadsheet). General Fund Expenses are $3 million, and $1 million in expenses from the Marina. The balance of the Project Fund was reviewed line by line, revisiting the existing contractual obligations (including Casa Costa, Ocean One, and the Town Square Project). Mr. Simon next explained the procedure for addressing the allocation of funds, including acquisitions and relocations where needed. Mr. Barber had some questions about business development, including the $35,000 for the Blarney Bash, and requested an additional $35,000 be allocated for the MILK Corridor during February 2020. $248,000 is not currently allocated, so would like to match the Blarney Bash funds ($35,000-$40,000)for an event in the MILK Corridor. Mr. Simon added that the CRA is not responsible for City or holiday events; the goal is to bring economic benefit to that event. Discussion ensued; Mr. Simon said the matter would be presented to the City Manager with allocating funds in mind. Mr. Hendricks asked about the City sharing costs with the CRA to fund some sort of celebratory event for the High School. Mr. Simon will also present this to the City Manager to consider this discussion. Discussion followed as to possible activities. Mr. Barber and Mr. Devlin returned the discussion to the proposed MILK Corridor event in January, which was discussed in more detail, including scheduling considerations for January, February, and March 2020, as well as how to link the event to some sort of business development. Mr. Simon will do additional research to present to the CRA Board, but may have to wait until the project is permitted and do it the following year; in the interim, the idea of a local business event would be fine. 3 Meeting Minutes CRA Advisory Board Boynton Beach, Florida August 1, 2019 Mr. Barber asked for the breakdown of the allocation for the neighborhood policing program and adding an additional officer. The proposal this year is for a total of four officers and an additional community service officer (civilian) for traffic control, etc., for the CRA District. CRA encourages an equal focus on building relationships between the community and business districts. The total proposed expenses of $535,683 were enumerated and discussed, including a side discussion on a new security presence elsewhere since having to move out of the Plaza. Sgt. Henry Diehl explained that his salary is not part of the budget (to be absorbed back into the police department) and the budget is to cover a total of four sworn officers; a 20% adjustment has been allocated for raises now under contract negotiation, which would be reduced once the actual contracts are known. Sgt. Diehl described the duties of the Community Service Officer (not a regular, sworn officer). This civilian officer handles traffic matters; does not carry a gun, carries pepper spray for own protection; carries a radio; has a patrol car with yellow flashing lights; does not give tickets or pulls over cars, can investigate open doors. Mr. Simon added that this position gives focus to business development relationship and can educate the public on various things for safety and crime prevention. The officer is not trained in code enforcement or community standards, but certainly can call and refer any such incidents. Mr. Hendricks did encourage some training/education in Code Enforcement insofar as working with the Code Enforcement Officers; also working with citizens to identify areas where they don't feel safe. Sgt. Diehl stated that the third officer will be trained in crime prevention techniques, to adapt clean and safe parameters going forward. The Homing Inn area was brought up as an example where many do not feel safe and Sgt. Diehl said the Community Service Officer and the Third Officer (just described) will go to high prevention training and will work with the Homing Inn area, among others. Ms. Gordon asked why all the officers can't be sworn officers; the difference is $40,000 more for a sworn officer versus a civilian. The CRA Board does want to hear recommendations. Mr. Maharajh asked about the Community Service Officer's authority to deal with marina/boating problems. Sgt. Diehl said general marine issues, yes; but conflicts with someone, no, he cannot. Mr. Hendricks suggested a departure from this discussion in order to quickly go over the items to get an overall idea of what there is and what might possibly be deleted. Among the items discussed were marina expenses; contingency numbers; project-related legal services; professional services (architects, designers, engineers); sitework and demolition; housing authority lots; non- profit grant program; infrastructure (streets) improvements; Woman's Club of BB State grant to renovate historic facilities (two-year cycle). Ms. Nicklien contributed explanations on the business and economic development grants; how the rent assistance program is calculated for the 4 Meeting Minutes CRA Advisory Board Boynton Beach, Florida August 1, 2019 grants covering Tier 1 and Tier 2 businesses. Mr. Hendricks expressed desire to bring in more professional and commercial services (business, medical, etc.) and suggested promoting office spaces and job providers for the area. Ms. Gordon commented on the few office spaces already available and would like to see those utilized before building new offices with no tenants. Mr. Barber wondered why grants are not renewable on three to five years basis; Ms. Nicklien said the property improvement grants are renewable once every five years and rent reimbursement is a one-time deal unless the business expands, then it, too, would be once every five years. Adiscussion on the nature of grants and transient businesses ensued. The Board next went through each line for approval of that item amount; a live proposed spreadsheet was projected on the screen and changes were made (see attached). Among items receiving particular attention were contingency funds; an additional sworn police officer; funding for future redevelopment; property acquisition; business development and promotional events; business and economic development grants. A longer discussion on the necessity of an additional sworn police officer instead of an unsworn community service officer followed; Sgt. Diehl stated that the Chief of Police is a staunch supporter of the community service officer program and while adding a sworn police officer may be preferred, it was unknown as to how the Chief may react. The updates and approvals to the proposed spreadsheet were reviewed once more before proceeding to approval. Of note per Mr. Barber and Mr. Maharajh, the consensus for the additional sworn police officer is appreciated. Mr. Simon recommended some of the Board Members attend the CRA Board meeting in support of the additional sworn police officer. Motion made by Mr. Barber, seconded by Mr. Maharajh, to send the information on the screen before the CRA Board for approval. In a voice vote, the motion passed unanimously (5-0). 2. Approval of the FY 2019-2021 Boynton Harbor Marina Dockage Lease Agreement Mr. Simon stated the rent rate for the slips at the Marina, currently $19 a linear foot, for a two year agreement (previously one year), be changed to $26.50 per linear foot. Also, change transient vessel dockage rate from $2 to $2.50 per linear foot. Current documents expire on October 1 st Motion made by Mr. Barber, seconded by Ms. Gordon, to increase by $1 (or $20) per linear foot for the two year agreement. In a voice vote, the motion passed unanimously (5-0). Motion made by Mr. Devlin, seconded by Mr. Maharajh, to increase the transient vessel dockage to $2.50 per linear foot. In a voice vote, the motion passed unanimously (5-0). 5 Meeting Minutes CRA Advisory Board Boynton Beach, Florida August 1, 2019 8. CRA Board Items for CRAAdvisory Board Review and Recommendations A. Old Business 1. None B. New Business 1. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2019 Annual Conference on October 16-18, 2019 in Tampa, Florida Mr. Simon stated the CRA Board has approved two members of the Advisory Board may attend the conference this expense of the CRA Board. Any additional members may attend at their own expense. Registration deadline is October 9t". After a brief discussion, two members who had not previously attended were chosen. Motion made by Mr. Barber, seconded by Mr. Maharajh, to send Golene Gordon and Thomas Devlin to attend the FRA Conference on October 16-18, 2019. In a voice vote, the motion passed unanimously (5-0). 9. Future Agenda Items - None 10. Adjournment Motion made by Mr. Barber, seconded by Mr. Devlin, to adjourn. In a voice vote, the motion passed unanimously (6-0) and the meeting was adjourned at 9:19 p.m. Attachments: Project Fund Allocation Spreadsheet Proposed Spreadsheet [Minutes transcribed by M. Moore, Prototype, Inc.] 6 A eo 10 ❑ ❑ a 5mme 1 o Federal Hwy. .j I E:39 A i Ft-3 25 19 51 view ff (� , $ �`, U Fxidt 1'uci4iinv 9�w ro L� gu 6 0 1 U € 4 i tg y w - . 0e a Q 1. 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