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Agenda 01-06-20 B1 1 �►.�+'I �1 '�,�\�\„B E AC Ki C R A COMMUN 's EEVELSENT AGENCY Community Redevelopment Agency Board Meeting Monday, January 6, 2020 -5:30 PM Intracoastal Park Clubhouse, 2240 N. Federal Highway 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Roll Call 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 5. Legal 6. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda 7. Announcements and Awards A. 48th Annual Boynton Beach and Delray Beach Holiday Boat Parade Recap B. In Culture -Art Walk on January 18, 2020 from 6:00 pm- 9:00 pm on Industrial Avenue C. Rock the Plaza at One Boynton on January 24, 2020 from 5:00 pm- 9:00 pm 8. Information Only 9. Public Comments 10. CRA Projects in Progress A. CRA Marketing and Business Development Project Update B. CRA Economic& Business Development Grant Program Update C. Ocean Breeze East Apartment Project Update D. Social Media Outreach Program 1 st Quarterly Report (October 1, 2019 - December 31, 2019) E. Social Media Activity Report for Project Development 1 st Quarter Report (October 1, 2019- December 31, 2019) F. FY 2018 -2019 Update for the Nonprofit Organization Grant Agreement with Habitat for Humanity of South Palm Beach County 11. Consent Agenda A. Financial Report Period Ending December 31, 2019 12. Pulled Consent Agenda Items 13. Public Hearing 14. Old Business A. Consideration of a Purchase and Sale Agreement for the property located at 209 N. Seacrest Boulevard B. Consideration of a Purchase and Sale Agreement for the Property Located at 217 N. Seacrest Boulevard C. FY 2018 -2019 Closeout for the Non-profit Organization Grant Agreement with the Community Caring Center of Greater Boynton Beach Inc. D. Project Update on Ocean One Boynton, LLC 15. New Business A. Consideration of Terms of the CRA's Homebuyer Assistance Program between Ian and Tosi Rigby and the CRA B. Consideration of an Interlocal Agreement between the Boynton Beach CRA and Solid Waste Authority of Palm Beach County C. Consideration of the Purchase and Sale Agreement with the City of Boynton Beach for their Parking Lot Located at NE 4th Street D. Consideration and Discussion of Future Property Acquisition Strategy: 623 N. Railroad Avenue E. Consideration and Discussion Regarding Assignments to the CRAAdvisory Board 16. CRAAdvisory Board A. Pending Assignments B. Reports on Pending Assignments C. New Assignments 17. Future Agenda Items A. Quarterly Report- MLK Jr. Boulevard Corridor Redevelopment Project U pdate B. Consideration of the New CRAAffordable and Workforce Housing Grant Program C. Consideration and Discussion of a RFP/RFQ for the Management of the Historic Woman's Club of Boynton Beach D. Status of CRA Owned Property Located at 115 N. Federal Highway 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, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 7.A. SUBJECT: 48th Annual Boynton Beach and Delray Beach Holiday Boat Parade Recap SUMMARY: On Friday, December 13, 2019, the Boynton Beach CRA, in conjunction with the City of Delray Beach, hosted the 48th Annual Boynton Beach and Delray Beach Holiday Boat Parade. Event details are listed below: • The parade started at 6:00 p.m. traveling south from the Palm Beach Yacht Club to the C- 15 Canal in Delray Beach. • The parade featured thirty-four(34)festively decorated vessels. • The Boynton Harbor Marina's watch party featured festive music, children's activities, and a visit from Santa Claus. • The winners of the parade will be announced at the Holiday Boat Parade Award's Dinner, which is scheduled to take place at Banana Boat on January 9, 2020. • A feedback survey was conducted at the event to gather demographic information from the patrons.There were 34 surveys completed at the event, revealing the following information: • Age Range 0 18-24 years old -6% 0 25-34 years old -26% * 35-44 years old - 18% 0 45-54 years old -9% * 55-64 years old -29% 0 65 years or older- 12% • Sex • Male -29% • Female - 67% • Unknown -4% • Residency • Boynton Beach -44% • Palm Beach County- 35% • Outside of Palm Beach County- 9% • Outside of the State - 12% • Income Range o Under$25,000 - 18% o $25,000 - $49,000 -21% o $50,000 - $74,000 -26% o $75,000 - $99,000 -9% o $100,000+ - 12% o Prefer not to Answer- 14% • Planning to Visit a Boynton Beach Business Following Event • Restaurant-62% • Bar-24% • Retail Store - 12% • Other- 12% • Amount Budgeted for Spending o $0 -$50 - 53% o $50 - $100 -24% o $100 -$150 -6% o $150 -$200 -$6% o $200+ - $9% o No Answer Selected -2% • Heard About the Event Via • Social Media -71% • I nternet Ad - 15% • Postcard/Poster- 3% • I n-Mail Flyer- $6% • Word of Mouth -24% Holiday Boat Parade Marketing - Proof of Publication _Neighborhood News-Working with Neighborhood News to reach out to the western Boynton communities, this marketing strategy will continue to promote downtown Boynton Beach. The December ad featured the Holiday Boat Parade with an editorial. This publication was mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook (see Exhibit A). Cost: $450.00 Delray Beach Newspaper-A full-page ad for the Boynton Beach & Delray Beach Holiday Boat Parade was featured in the December's issue of the Delray Newspaper. Reaching over 15,000 direct online readers, it also has a circulation of 12,000 papers distributed to 250 locations in Palm Beach County and a copy mailed directly to over 2,000 homes (see Exhibit B). Cost: $695.00 Coastal Star- The Coastal Star serves the eastern community of Hypoluxo Island, South Palm Beach, Manalapan, Ocean Ridge, Briny Breezes, Gulf Stream, and coastal Delray which reaches out to that specific demographic. The Boynton Beach & Delray Beach Holiday Boat Parade ad appeared in the northern addition and as a bonus it also appeared in the Southern addition, which covers Boca Raton and Highland Beach (see Exhibit C). Cost: $550.00 Coastal Angler —A half page ad in the Coastal Angler Magazine featuring the Boynton Beach & Delray Beach Holiday Boat Parade was placed in the December magazine. Coastal Angler Magazine is a resource for anglers, boaters and conservationists and is the second largest free outdoor publication in the nation (see Exhibit D). Cost: $300.00 Social Media The Boynton Beach CRA utilizes its social media platforms (Facebook, Instagram and Twitter) weekly as a way to build awareness of CRA programs and activities to engage the residences, visitors, and business communities. From November 15 — December 13, 2019, staff promoted the Boynton Beach Holiday Boat Parade event which will took place on December 13th, 2019. Through Facebook, Instagram, and Twitter, staff has created 26 organic posts and three (3) paid Facebook ad to promote the event and attract boat captains to participate in the event. Organic posts had a total reach of 15,556 and total engagement (likes, comments, shares, clicks) of 1,461. The three (3) paid ads have a total reach of 18,695 with a total cost of$249.41. Staff also created a Facebook event page to assist in promoting of the event. The event page was able to reach of 283,200 people and had 14,900 people that selected "interested" or"going" to the event (see Exhibit E). Holiday Boat Parade Social Media Analytic Overview Comparison of FY 2018/2019— FY 2019/2020 • 44% more organic posts created in 2019 than in 2018. • 30% less post reach from 2018 to 2019 • 18% more post engagement from 2018 to 2019 From our event survey, 71% of respondents stated they heard about the event from"social media." FISCAL IMPACT: FY 2019-20 Project Fund, Line Item 02-58500-480, $11,250 for the event and $2,244.41 for marketing CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D ExhibitA-D D Exhibit E Exhibit A— Neighborhood News „ 1 { oMo Blvd.Boynton Beach KE 1st St Delray Beach S;;',+�}}}„c Exhibit B — Delray Newspaper D1 it MR[:”M191 YOUR COMMUNITY NEWSPAPER 15 Boca Raton Symphonia finds'new directions'this year; • '"• " • `"• Performing at Crest Theatre,honoring women in music By:PaleK g',5h1:'a 7 ]I - 1. ,R w,[.., m„vnuu, v s aub%. � Y\, 1, { „� u�nan•a 1u m m,. m� W4T nN i �,. . . pori B� +d. Boynton Beach , & 8f72 WJE 1 st St. Delray Beach 'f � 213 j,s��{I6{�I�«`d`�r-t1 !f!f rsR`, ��s�W�4S� s�G�sY 4, stsipr r sf�rjGS✓r!s s�f,yli��r t} 1s}��is+fS�lYrtS!'t��r: r ` f s } � •, F'•sst ,�k{ ,$J trk x,11 � S`s' � r i t.. I t� 7 4 � 4 s� �t V .4" � k 1!111 N NO � I n Y t � i g l�1�k�1� tM}��}Q, !,i s}' irli{s S !S}lj� )l(, iiSV ii�,.kt�4 s£ r a}�,{,I i�,lir 11s 14r�!{g7t�,��tA��yl�a��t AS�t� r,tf,,n} �lY��i'[±:��,5�1t�S;,'. �4 fi11�>trr•'�! s '3s sU';r,r,`'� l,<< Niw -TEE CfRu a r !n s t �ertificat ,ll is! ar�Irlt t3 FRIDAY, DECEMBER 1 * 6:30 Pm www.6lnexofpa1rrEkreach.cam Boynton Beach • Delray"Beach }, Smi-en Troch Beittners � M BEACH i TrackAceesserles � LINEX cennercdel vehivies " - SeruiceBodies•loops•Rom t SEs „£ 561-848-1070 kiwi ,tt� ate, Social Media Activity "Continued"— Holiday Boat Parade (Top performing Posts): November — December 2019 Facebook Performance for Your Post Boynton Beach CRA ... Derembor 11 at 2:43 PIA 1,071 pe-uple The Holiday Boat Parade is Friday @6PrO a,the Boynton Harbor lAarinal 72 You are then welcome to pack a picnic but remember that TWO Georges OVater1ront Grille will have an outside bar serving light Wes and flbatioinsu 43 27 is .;n POSI Shaii,"..s, C F)L,.4.' �f post <.., �r 7 a rinirntrits, Cn Posi Shar,,s 6 6 0 POSI S h a s .. ... RMPcs'C'a cks 122 Sim= 56 0 66 Ri Vievl-s Liink'Ckci<s .AMer NEGATIVE FEEDBACK 0 R`e,-yc!i'a,,,.,, a 1 0 U�',05,'e ige 0 4, R 32 4 Comments 6 Shares Cb Like (� or anent Share Performance for Your Post Boynton Beach CRAwas live. ... Pkjblshedb,,,aim H-,.jssain,", D-cernberl3at5:56PM LIVE at the Boynton Beach'Hollday Boat Parade'! 1,149 13,8 Rearhrrs,Cwrn,�tn,,,& 78 40 38 i ike On POQ!, I z is 17 2 , yn 1 0 1 .......... C"ll Po-s"I �Dn '_�haie is, 15 4 "'nare- 21 is 5 Si.. ()i I Flos; 'n"hf_s 584 3915 0 189 %,64 Get More Likes,Comments and Shares Cil;kshc,,`a ?+ ckl, Ctnef Chck,�, x Boost this post for 57 to reach up to 320 people. NEGATIVE FEEDBACK 1 I Qud,e 'kil Pcs',,; 00 -,*e r -,,ge J, (0054 12 Ccimments 1 Shares Like ( ,i Comment Share Facebook Event Page ,NSV,__.Ills See More tw AUdience Women 35-44 22%of ro�l es - - ---------- DEC Holiday Boat Parade 13 PutAi,_ HosCed Boynton Beach CRA Advanced ODhons w Interested /Going 4 Share Continue promoting Gel rrore people ko see and Today at 6 PM—8:3 0 P vi engage voth your even:. Stadsnaboul2ftw�� Boynton Beach CRA Shy«,Ma 711"N Po,nxr Baadl, FhUta. Instagram boyntonbeachera Following marina Cafe Boymon boyntonbeachcra Doi,'t forget to stop by the�—,mannacafeboynton before t the Holiday Boat Parade"tonight! il Pre-Game Boat Parade Party s TONIGHTAt Marina Cafe Boynton! �g BOGO On All Beer&Wine 4pm- w 5mi*Lite Bites&Dinner Service Too! M i,8vsf�E " #TisTheSeason#Boynton Beach �I Post Insights Pq s Liked by marinacafeboynton and 28 others 29 0 I t1 marnacafebcyntcn i F i a v boyntonbeachcra Following F' r a 3„tr on Beach,Florida ut y r i boyntonbeachcra Don't gorget to r bung the kiddos out to the'Holiday 6P Boat Palade"at �y at the Boynton Harbor Marina! F' +santa;holidays I-events aboatparade -baynronbeanccra"boyntcnbeach tistheseason y Post insights t' } it I� it YY^^ Liken by baileysblendzboynton and 26 others 5� 27 rte- • t, t Profile VhJt, Reach Holiday Boat Social Media Analytic Overview Comparison FY 18/19— FY 19/20 Social Media Total Post Comparison 30 26 25 20 18 15 . 10 5 0 #of Posts Boat Parade 2018 E Boat Parade 2019 Social Media Total Reach Comparison 25000 22298 20000 15556 15000 10000 5000 0 Reach Boat Parade 2018 E Boat Parade 2019 Social Media Total Engagement Comparison 1500 1461 1450 1400 1350 1300 1250 1239 1200 1150 1100 Engagement Boat Parade 2018 M Boat Parade 2019 Summary and Analysis The overview shows that our social media campaign was effective in reaching the intended audiences. Below are a few notable items to consider: • Event survey indicated that Social Media was the number one source driving attendance. • In 2018,the Boynton Beach CRA shared its event page with the City of Delray Beach. However, in 2019, did not share the event page; staff attributes the decrease in "Reach" due to this change. • Although our posts did not"Reach"as many people this year,the graphs show that"Engagement" was 18%higher;this could be attributed to the increase in posts created. "Engagement" is a more valuable way to measure the effectiveness of social media performance than "Reach", as engagement with a post tells us that people were interested in the content as they either"liked", "commented", "shared", or "clicked" on the post. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 7.13. SUBJECT: In Culture -Art Walk on January 18, 2020 from 6:00 pm - 9:00 pm on Industrial Avenue SUMMARY: The Boynton Beach CRA will partner with the Boynton Beach Art District (BBAD) for In Culture Art Walk, an enhanced version of the monthly Art Walk, and part of Art Synergy Palm Beach Art Week 2019. Come enjoy vibrant sights and soulful sounds, as the industrial craft district, located at 410 W. Industrial Avenue, is transformed into an artistic oasis on January 18, 2020, from 6:00 p.m. to 9:00 P.M. The free event will feature art exhibitions from local Boynton Beach artists, unique vendors, live music, tasty food, and libations. EVENT MARKETING & BUSINESS DEVELOPMENT Delray Beach Newspaper - The January issue of the Delray Newspaper featured a full page color ad highlighting the In Culture Art Walk event in the Industrial Craft District and Rock the Plaza at One Boynton. This publication reaches over 15,000 direct online readers, has a circulation of 12,000 papers distributed to 250 locations in Palm Beach County, and is mailed directly to over 2,000 homes. As a bonus, the ad is also displayed in the Boca Newspaper with 12,000 more papers distributed in Boca Raton (see Exhibit A). Cost: $695.00 Neighborhood News - Working with Neighborhood News to reach out to the western Boynton communities, this marketing strategy will continue to promote downtown Boynton Beach. The January issue featured a full page color ad promoting the In Culture Art Walk in the Industrial Craft District and Rock the Plaza at One Boynton. This publication was mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook(see Exhibit B). Cost: $450.00 Movie Theaters -A screen shot advertisement of In Culture and Rock the Plaza aired in all six theaters at Movies of Lake Worth and in all five theaters at Movies of Delray as an opening to the scheduled movies from 10 am until 9 pm. The screen shot advertisement aired December 20 - January 24 (see Exhibit C). Cost: $400.00 Atlantic Current Magazine -A full-page ad was created for the Atlantic Current Magazine in the January issue to promote In Culture Art Walk and Rock the Plaza One Boynton reaching a younger demographic, with 70% of their readers ages 21-44, 42% of which are ages 21-34. They have roughly 28,250 readers, 10,000 magazines and distributed to over 100 locations across Palm Beach County and Broward County. This magazine is released bi-monthly (see Exhibit D). Cost: $800.00 FISCAL IMPACT: FY 2019 -2020 Budget, Project Fund, line item 02-58500-480 - $8,000 for the event and $2,345 for marketing CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D ExhibitA-D Aft ENJOY FREE LIVE MUSIC C VISIT THE IN LULTURE ONE BUYNTUN (BUSINESSES BOYN 71 ON BEACH ART WALK 41e W. Industrial Ave. t Jan. 18.9 2020 N,�a r �t� dw,6 0 pm ti iiiiiiiiiiiiiiiiiiiiiilillilljllI 1111111111111111111111 ri ^ fir' �-#',° A III 1, THE PLAZA am 1 ■ C ,i` �• ww �� a..is t a,n �--�� 1`.,�i u��k � �� #�s�`,��,'�f� _ 0;,,l Ell 15 s �1kS ¢fit, ( t p ,�,}.,'S _ q BOYN TON `RA s- =BEACH IM CAT'CHBCYN'TON.Com 1�55tF i�4 fh fh f2 fh fh fh fh fh fh fh fh f2 fh fh+!'2�fh fh fh fh fh fh f2 fh fh fh ------ EN,JHY EMCEE LIVE MUSIC H VISIT THE ONE BOYNTON BUSINESSES IN 'mb' U LTU C KE BOYRTON BEACH ART WALK ` �f 410 W. Industrial Ave. f �f Jan. 18.)6 — 0 p mf �f . . "s THE PLAZA Tf f F i 5 b� ��q �� -- k r+ BOYI `STO Y v =BEA4./-� CAT HBOYNTON.CO 1i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i7im. I ° ENJOY FREE LIVE MUSIC S VISIT THE 4 ONE BOYNTON BUSINESSES im 1 CUNRE 1- ( � vn�n�n «}S BOYNTON BEACH 3 ART WALK .c 1 4111 W. Industrial Ave. 1� �i C 7 7 7`� 7 Jan. 18 2020 { { ' ,aFS �{`I�` s}111x} FH10Si�' 6 - 8 p n1 ,,,, THE PLA Z Ari C ,F , a� ter { . CBOATYNTON� i ``� ` �� CHBOYNTON.COM=BEACpp // "4 ' k • � � ENJOY FREE LIVE MUSIC S VISIT THE .•. _ N Uffu ONE BOYNTON BUSINESSES L � INv��v��v��v��v�i BOYNTON BEACH - ART WALK I 410 W.Industrial Ave. _ ._... Jan. 18, 2020 1 }Y` 6 . 8pm 1 THE PLAZA 4i Ik k rr t t s sla 7�4 BOYNTON p � n �� C:BEACC R/`1 CATCH BOYNTON.COM r 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 7.C. SUBJECT: Rock the Plaza at One Boynton on January 24, 2020 from 5:00 pm -9:00 pm SUMMARY: On Friday, January 24, 2020, the CRA will host Rock the Plaza at the One Boynton property, which is located at 1351 South Federal Highway. The free event, which will take place from 5:00 p.m. to 9:00 p.m., will spotlight the One Boynton residential offerings and the businesses within the shopping plaza. To maximize customer outreach, CRA staff will also provide social media assistance to interested businesses in the Plaza prior to the event to increase marketing and cross promotional opportunities with the hashtags#RockThePlaza and #HitTheBiz. The event will feature live music, cocktails, and special promotions from restaurants and businesses within the plaza. The next Rock the Plaza event will be held at Ocean Palm Plaza on February 29, 2020. EVENT MARKETING & BUSINESS DEVELOPMENT Neighborhood News - Working with Neighborhood News to reach out to the western Boynton Beach communities, this marketing strategy will continue to promote downtown Boynton Beach. The January full-page ad features Rock the Plaza with an editorial on the Rock the Plaza event. This publication was mailed to 17,500 homes/clubhouses, with over 10,000 additional subscribers that read the digital edition online and on Facebook(see Exhibit A). Cost: $450.00 Delray Beach Newspaper - The January issue of the Delray Newspaper featured a full-page color ad highlighting the Rock the Plaza event at One Boynton and In Culture Art Walk in the Industrial Craft District. This publication reaches over 15,000 direct online readers, has a circulation of 12,000 papers distributed to 250 locations in Palm Beach County, and is mailed directly to over 2,000 homes. As a bonus, the ad was displayed in the Boca Newspaper with 12,000 more papers distributed in Boca Raton (see Exhibit B). Cost: $695.00 Movie Theaters -A screen shot advertisement of Rock the Plaza One Boynton and In Culture Art Walk aired in all six theaters at Movies of Lake Worth and in all five theaters at Movies of Delray as an opening to the scheduled movies from 10 a.m. until 9 p.m. The screen shot advertisement aired December 20 — January 24 (see Exhibit C). Cost: $400.00 Atlantic Current Magazine - A full-page ad was created to promote Rock the Plaza One Boynton and In Culture Art Walk in the Atlantic Current Magazine reaching 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. This magazine is released bi-monthly (see Exhibit D). Cost: $800.00 FISCAL IMPACT: FY 2018 - 2019 Budget, Project Fund, Line Item 02-58500-480 - $6,600 for the event and $2,345 for marketing 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 ExhibitA-D Aft ENJOY FREE LIVE MUSIC C VISIT THE IN LULTURE ONE BUYNTUN (BUSINESSES BOYN 71 ON BEACH ART WALK 41e W. Industrial Ave. t Jan. 18.9 2020 N,�a r �t� dw,6 0 pm ti iiiiiiiiiiiiiiiiiiiiiilillilljllI 1111111111111111111111 ri ^ fir' �-#',° A III 1, THE PLAZA am 1 ■ C ,i` �• ww �� a..is t a,n �--�� 1`.,�i u��k � �� #�s�`,��,'�f� _ 0;,,l Ell 15 s �1kS ¢fit, ( t p ,�,}.,'S _ q BOYN TON `RA s- =BEACH IM CAT'CHBCYN'TON.Com 1�55tF i�4 fh fh f2 fh fh fh fh fh fh fh fh f2 fh fh+!'2�fh fh fh fh fh fh f2 fh fh fh ------ EN,JHY EMCEE LIVE MUSIC H VISIT THE ONE BOYNTON BUSINESSES IN 'mb' U LTU C KE BOYRTON BEACH ART WALK ` �f 410 W. Industrial Ave. f �f Jan. 18.)6 — 0 p mf �f . . "s THE PLAZA Tf f F i 5 b� ��q �� -- k r+ BOYI `STO Y v =BEA4./-� CAT HBOYNTON.CO 1i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i71i7im. I ° ENJOY FREE LIVE MUSIC S VISIT THE 4 ONE BOYNTON BUSINESSES im 1 CUNRE 1- ( � vn�n�n «}S BOYNTON BEACH 3 ART WALK .c 1 4111 W. Industrial Ave. 1� �i C 7 7 7`� 7 Jan. 18 2020 { { ' ,aFS �{`I�` s}111x} FH10Si�' 6 - 8 p n1 ,,,, THE PLA Z Ari C ,F , a� ter { . CBOATYNTON� i ``� ` �� CHBOYNTON.COM=BEACpp // "4 ' k • � � ENJOY FREE LIVE MUSIC S VISIT THE .•. _ N Uffu ONE BOYNTON BUSINESSES L � INv��v��v��v��v�i BOYNTON BEACH - ART WALK I 410 W.Industrial Ave. _ ._... Jan. 18, 2020 1 }Y` 6 . 8pm 1 THE PLAZA 4i Ik k rr t t s sla 7�4 BOYNTON p � n �� C:BEACC R/`1 CATCH BOYNTON.COM r 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.A. SUBJECT: CRA Marketing and Business Development Project Update SUMMARY: Social Media Video Ad Campaign - CRA staff created the Small Business Video Ad Promotional Campaign for 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 Main Street Car Wash, One Boynton and CK's Lockshop & Security Center. Both businesses received the CRA's assistance for their videos (see Exhibit A). Cost: $1,185 total ($395 per video) Discover the Palm Beaches - A full-page ad was created and placed in the Official Visitor's Guide 2020 booklet and will be mailed to select homes, distributed to the major hotels in Palm Beach County, newsstands, shopping centers, and highway rest stops throughout the state. This booklet will be in circulation for 2020 (see Exhibit B). Cost: $2,775 Gateway Gazette - As part of the ongoing marketing efforts to showcase the Boynton Harbor Marina as a destination and supporting the local businesses in the maria, a double-page ad was created in the Gateway Gazette. The ad featured a "2020 Bucket List" to encourage readers to visit the marina with ideas for their bucket list. This ad was featured online at www.sun- sentinel.com/community/gateway-gazette (see Exhibit C). Cost: $658.00 Coastal Angler - A quarter-page ad in the Coastal Angler Magazine featured the transient dockage space available at the Boynton Harbor Marina. Coastal Angler Magazine is a resource for anglers, boaters and conservationists and is the second largest free outdoor publication in the nation with 40,000 circulation per month in Palm Beach, Broward, Dade, and Monroe counties (see Exhibit D). Cost: $300.00 Florida Sport Fishing Journal/Online/Television - A quarter page ad was created for the January issue titled The Weather is Here ... highlighting the Boynton Harbor transient dockage space. This magazine will be handed out at the February 13 — 17, 2020 Miami International Boat Show and has a readership of over 200,000 (see Exhibit E). Cost: $737.00 Marina Life - A quarter-page ad in the Marina Life Magazine titled The Weather is Here..., that featured the Boynton Harbor Marina transient dockage space. This contract consists of four different quarter page ads in the Marina Life Magazine winter, spring, summer, and fall issues. The contract also includes newsletter promotions, banner advertising placement on the Marina Life website, social media promotion, and email alert promotions. This publication connects boaters with marinas. www.MarinaLife.com (see Exhibit F). Cost: $2,400 annual contract The Real Florida Jewish Directory - A full-page ad was created for The Real Florida Jewish Directory to promote the Boynton Beach Historic Woman's Club as an event venue for weddings, Bar/Bat Mitzvahs, corporate and special events. This publication will be distributed in January to all Synagogues throughout the tri-county area (see Exhibit G). Cost: $2,556 FISCAL IMPACT: FY 2019-2020 Budget, Project Fund, Line Item, 02-58400-445,$1,185, General Fund Marina Marketing, Line Item, 01-57400-216, $6,870, General Fund Historic Woman's Club Marketing, Line Item, 01-57400-216, $2,556 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ATTACHMENTS: Description D ExhibitA-G �i E, i I n nxex.wt v � 4 ��...� i APi l ns: t t1 !l d 'V 4 r fit t , -.31 y..... u�'� ut ii, } A �:'6 01 w:r. rra114 sri��,�' riA� MAIN STREET CAR WASH MainStreetCorWash.com B©YNTO /''�(�,�,� -WASH 201 E.Boynton Beach Blvd,Baynton Beach,FC 561-734-7608 &EAC � 5 trr,. II$ ONE BOYNTON , QneBoynton.com BE)YNTO 1351 S Federal H Boynton Beach FL - 888-.448-2624 (1.�1 t'. 13 O�'i N 1`l)N' 1351 ,�'� � _ROM.Mumnuoer.�ol'mpnrnWencr Exhibit A — Social Media Video Ad Campaign umm Boynton r f r i �f1sNMtaXI 0 .F Exhibit B — Discover the Palm BeachesHarbor { 4 � R { { c ii • FISHING•DIVING • DINING •PARASAILING • BOATING JET SKI RENTAL r � REDEVELOPMENT s, i S rC, � B INFORMATION � a i' ! • • Exhibit C — Gateway Gazette Boynton Harbor Marina BusinessesY �d S sS4 [t IE — L ECUBA CHAnTERS FISHING CHAP.rE F 7Nt# h€zL _ - - LOGGERHEAD ENTERPRISE BILLABLE HOURS CHARTERS BOYNTON BOAT DENTALS - S6158666tlG S61-M63366 561-58S 8721 �,.y� � G1�{i p w�',wJoggefixadcharCers com wvawhnl7ableho,arscHarters can svviw Ereratbaat cam 1 SPLASHDOWN DIVERS CHIP'S AHOY CHARTER GULFSTRE.AM BOAT CLUB 3 3fi' '# ,has 4 I1U;7. ` 561 7360712 561.4361417 S6i-"S 3797 -- '�. �,i� �S.�a �� is , � Na��4E'I�,d� � www:�lamaow�nd va,s gem ww r p i y larcar�snm �kwv,,9�Itst ean,naaect„b.ca�, o scuba u � r' s 'u t � r� °1 ,,.� 2, Lit STARFISH SCUBA 561A ENVY INTRACOASTAL BOAT RENTALS ('.” 5 145E 7646 303-TS ?t73' 1,,-1( r. ss1 -,h,l.. 569 735 a,12 p! v,wws caPa,onf,�ht get artn�sam ([ 3. 1 P[ }, wa+ xarfisN,seubaram w,w 1 P cam 4. Jet ski- nA9Yo- 1 - GREAT DAY SPORT FISHING 5. UNDERWATER EXPLORERS 561-73 1989 INd,"RA O'S YAC.PLEASURE Ti boatI W W-337v www9 eaadayslrorlhasvn9.eum GIRLII CHARTel: ,pa sail17. }t = w,v I eUoy,nnb a<Y ton LIMBOCHARTERS HAM•R TIME SPORT '��' 7 BOAT CLUB k ILMBBRSHI�` IN1 T15 OO STAL CRUISE G�+KKTTe�++13;;]i W�EI��N'�... �1 _ F4SHtlNGcwARTERs sex-73x1433 [ F V.li».1 skiiag 561 6851207 . � ��t GULFBTREAM BOAT CLUB wv.�wl tmechas¢eescam wwii�ta 1 r com b�j g'�•ing a 56w 865 7797 (3.Tvin A ,,Y-fib � „ CIfstreambo-sl�tlutxn,m Lul1TE1"FAD 'C DINING R M MILLER TIME FISHING CHARTERS PARA AILIhf.,THIPS 5617323597 W-789 93M TWOGEORGES f 72M Ca,a i om.Md t pp BOYNTON BEACH PARASAILiNG 561.736 7717 561-3S9 6359 JE-rsI.( f6';; b _ v:w bay nbeachp asa,l ngcom BOYNTON BEACH JET SKIRENTAL BANANA BOAT 561-588-3111 739 E.t3cean Ave. DR[F?F ak3[`IM wvvv, tb-tscmn, S61 732-4400 SEAMIST III DRIFT FISHING INTRACOASTAL JET SKI RENTALS MARINA CAFE r 561-732-9974 561-735-0612 140 NE 6th St. - - - msl3,com 1.. Pa,fi.cdFn 561-424-4222 i"A' ;_r ,r ,�v ...,- ..- w,n.�uu.,u ttm•..,..:,.- .«,�,.,, vn. l�°'FMit NMI C SnLtva. I 1 �1u i5 5 Exhibit D — Coastal Anglerr >t I , N b v b9 oslb`,,f,bl TRANSIENT DOCKAGE AVAILABLE CALL NOW TO RESERVE A SLIP . 5161.735.7955 Boynton BOY I � • r Marina U k 'i- ii Exhibit E - Florida Sport Fishing Journal/Online/Television - r x�r TRANSIENT DOCKAGE AVAILABLE CALL NOW TO RESERVE A SLIP • 561.735.7955 fit', Boyntbn - ■ - { 5{fl Pq�rNff RED EVROPMEN]AGENCY MArina Exhibit F- Marina Life Magazine dl� A. TRANSIENT DOCKAGE AVAILABLE CALL NOW TO RESERVE A SLIP • 561.735.7955 NN BoyntbnD ■ �. BE Pq�rNff RED EVROPMEN]AGENCY Exhibit G — The Real Florida Jewish Directory t , x C , F t f tt? F wWA& }- } 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.13. SUBJECT: CRA Economic & Business Development Grant Program Update SUMMARY: Below is a status report of the CRA's Economic Development Grant Program and Business Development activities for FY 2019-2020: FY 2019 -2020 Economic Development Commercial Grants Budget: $453,162 Grant Dollars Awarded Year-to-Date: $177,264 Remaining Fund Balance: $275,898 List of CRA Board approved Economic Development Grants awarded since October 1, 2019: : Rent Guaca Go Corp. 510 E. Ocean Avenue, Unit Restaurant Reimbursement 106 Property I mprovement Rent Beach House Salon, Inc. 1120 S. Federal Highway Salon Reimbursement Property I mprovement Rent The Butcher and the Bar, 510 E. Ocean Avenue, Unit Restaurant Reimbursement LLC 101 Property p rtY I mprovement E & C's Beauty Experience, 510 E. Ocean Avenue, Unit Hair Salon Rent LLC 102 Reimbursement ** No new grant applications were submitted in December 2019 New Business Tax Receipts issued in December 2019 located within the CRA boundaries: Chipotle Mexican Grill 1620 S Federal Highway Restaurant PBSO, LLC 640 E. Ocean Avenue, Unit 15 Consultants First Watch Security and Investing 555 N. Railroad Avenue Executive Offices Royal Beauty Supply 1600 S. Federal Highway Retail FISCAL IMPACT: FY2019 -2020 Budget, Project Fund, Line Item 02-58400-444, $453,162 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: January 6, 2020 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.C. SUBJECT: Ocean Breeze East Apartment Project Update SUMMARY: On Saturday, November 9, 2019, the Boynton Beach CRA and Centennial Management Corp. celebrated the ground breaking for the construction of the Ocean Breeze East Apartment project (see Attachment 1). When completed, the project will provide 123 new affordable multi-family rental apartments with a pool, tot-lot, flex space, and associated parking (see Attachment 11). Since the ground breaking, the project site has been cleared and preliminary site work has begun (see Attachment 111). The construction timeline estimates the Project will be completed in December 2020. Until completion, a bimonthly project construction update will be provided to the CRA Board. FISCAL IMPACT: To be determined. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required unless otherwise determined by the BBC RA Board. ATTACHMENTS: Description D Attachment I -Ocean Breeze EastApts. 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SUBJECT: Social Media Outreach Program 1st Quarterly Report (October 1, 2019 - December 31, 2019) SUMMARY: This following is a list of the Social Media Outreach Program (SMOP) business development activities from October 1, 2019 to December 31, 2019: • 77 Businesses currently registered in the Social Media Outreach Program • 3 New businesses added this quarter • 134 Total businesses visited • 19 Businesses visited this quarter(see Attachment 1) New Social Media Outreach Program Elements (See Attachment I I for Boynton Beach Light Up the Park Social Media Kit, Attachment I I I for the Christmas Business Campaign, & Attachment IV for Blog): • Individualized Social Media Kits are personally designed for every CRA business participating in the Boynton Beach Light Up the Park Event • A Media Kit is a public relations tool that gives a company a way to present itself as it would like to be seen. Media Kits can be used for a brand launch, company information, or events. Media Kits typically include graphics, social tags, and media releases. o These kits were distributed to business contacts on December 3, 2019 o Businesses are encouraged to share information about the event o Businesses are promoted through the CRA pages leading up to the event • Individualized Christmas Facebook Live Videos were created at each business o The campaign highlighted local businesses and incentivized people to shop locally for the Holiday Season • The Boynton Beach Insider Blog has been re-established to aid local businesses and the CRA with web search engine optimization, and to provide awareness to the Boynton Beach community about local businesses, and CRA projects and programs. • One-on-one Social Media assistance with businesses has helped businesses to promote themselves and grow their following This quarter, the Boynton Beach CRA's Social Media has grown in numbers enabling more outreach if businesses connect with the C RA's platforms: • Facebook has grown by approximately 738 followers since last quarter • I nstagram has grown by approximately 50 followers since last quarter • Twitter has grown by approximately 37 followers since last quarter Upcoming Activities Include: • Collaboration with the Special Events Team for the upcoming Rock the Plaza Events, In Culture Art Walk, and Blarney Bash Event to assist in recruiting businesses, creating the Social Media Kit, and assistance with the social media during the events • Continuing recruitment of businesses for the Social Media Outreach Program • Continuing 1-on-1 assistance for businesses (including new CRA Grant recipients such as Guaca-go, Common Grounds Coffee, Tokio Ramen, and others) Upcoming Projects Include: • Assistance for businesses with their 2020 Social Media Marketing Plans • Recruiting businesses for the upcoming CRA Events • Creation of the Social Media Kit for all upcoming CRA Events FISCAL IMPACT: FY2019-20 Budget, General Fund, Line Item 01-57400-100, $48,410 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required unless otherwise determined by the CRA Board. 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N CL E 0 'WI lai ai u u ajVI Q F- 0 m ai .w m u caas >E r- ia a 0 E QJ c m CL E 0 E tw m cl, 0 :3 — Q 0 0 m CL u 0 0 u Ln o 0 u U ai 0 0 7 as Q ai m VI +1 :5 U Ln Qj CL 0 4-- r- 0 tw 6n r- 0 u M D 4i Ln E f OJ 0 n as E � F— r— +1 co m 4� ai SCF mo m W ai r- -�e ai m 0 > T, E W aj m CL �a E m o w ai as RL as E u E J7— m a, u 4� > 00 m CW aj m 0 -Fa 9-- OD .r �: ai 3 ai ai E >� 0 CL 0 > 4� as D Q 0 CU r_ li aj -uas aj 0 vi 13J M 0 c m -0 0 H m "M 7 LIn 0 aj 0 >. 0 41 m ;1 cn 41 aj 0 al 4- ! i by {9(tSu}7rf i N i. b u� s E4 , , I � 2'" r i _ s u i fit, fT�. 1� j PS t},y $ iy J-- : o kA l - � E 2 V7 .. - t IWO t i{P,i f7u "t } 11,= ;Of { f'i O AM i t Cu t s' YJ Co t 0 E Cl CO CDa- lb � � IIIIIIIIIIIII LIJ Y Holiday Video Campaign - Based on the success of the PTV Live Videos,, this year SMOP Program visited local businesses to promote Holiday shopping at small local businesses Boynton Beach CRA V Following ljj It 1! -1 aboui 3 wq�,-ks ago Ci SLiper excited to see DrIft..ac i Boynton Beach at the'light Up The PaiV'everit tonioriove as SPM I 993 248 People Reached Erlaagemetits, X 3 ha res T 13 V'ew, Like comment 4�) Share Comments Up Next Danny Andreachl 'j A i,ikp Relpfly 2w Eric Anderson 0 We'd iendyou our KiTcMen,but its not,quite ready Reply 2%v du LauremAdams vVhata delrghtl - The videos took place on Tuesdays and Thursdays from December 6 to December 27 and highlighted 10 CRA District businesses Boynton Beach CRA qr ys A `� '. e7 @)ti7td1 cl sF4E+S�(a gC V,ha x,,,,,ants a Ey Cy lle for the holidays) 1,453 680 People Reached Engagemen, 00 - Like Comment Stare � '� r4 1 Comments Up Next Most RelpvaM r � 1 ' I l)rt r,� y st �F hOs Ro5erts 0 ,=i The Hohday Sprit is back.. h; Like Rel,Oy 1'w - This campaign's goal was to promote CRA Businesses throughout the holiday season, engage the CRA's social media audience, and encourage people to visit local businesses for holiday shopping �' "0 Boynton Beacl-r CRA V Following aunt a r ek zn,o � These elves are baking delicious sweets for the holidays at Dc So Bake,y] F•" 757 139 kNYv �M People Reached Engar,arriWs 3 2 ShaK2 W+,=r; r 'r J Like Q c:o anent i:H Share Comments tip Next t r a Most Relevint t i:. k. z; Leah Sklar Nerges r '{! Everything is so yurnrn+y rrrom Cel Sol Bakeryll Y The results of the Holiday Video Campaign will be presented at the January CRA Board Meeting Boynton Beach CRA rotlowing I vi- aboul a ,veek.ago Getting sonic holiday shopping done,at Florida Tackle Companyd 465 79 People Reached Engagements I :kIhqm 2' Vieovs Like QD comment Share lik Comments Up Next October 1st marked the beginning of the 2019-2020 Fiscal Year for the Boynton Beach CRA. This fiscal year you can expect the continuation of many exciting projects, as well as a few new projects coming to fruition. NE 3rd Street Roadway Improvements and Utility Improvements, a partnership between the City of Boynton Beach and the CRA, will begin the design phase in FY 2019-2020, with the final contractor to be selected. This project will include upgrades to underground utilities, drainage, sidewalks, and paving along NW 3rd Street. Additionally, the CRA has selected Centennial Management Corp. as the developer of the Ocean Breeze East Project to redevelop the Martin Luther King Jr. Blvd. Corridor. As part of the project's financing, $1,924,363 has been budgeted for this project in this Fiscal Year. , i,17 -17 �ti h fPf A - � ,, , tita S ki or {r The Historic Woman's Club of Boynton Beach renovations are underway. This historic 1926 building was purchased by the CRA, and is being repainted along with some minor interior repairs. The Historic Woman's Club of Boynton Beach will reopen in early 2020. Phase 2 of the Town Square Project, consisting of the public components, is under construction and expected to be completed in 2020. This 16.5-acre project will include City Hall, the Boynton Beach City Library, a new Fire Station, a Cultural Center within the newly renovated Historic Boynton Beach High School, and associated parking. Future phases will include a hotel, mixed-use commercial/office/residential structures, and a parking garage. For more information on Town Square, please click here: http://townsquare- bovntonbeach.com/index.html y Std 1S �t rpt i ,,. Y sit�i�iiil l) c tsi Qs t:7i)! ins 4 �l t};\) 4t1li)S�fl�gi 1101- slit s :t V � t 1 t 3 The Boynton Beach CRA Board also allocated funding for economic development, such as the Economic Development Grant Program that assists local businesses in the CRA area; and the Social Media Outreach Program, a free program for CRA area businesses that helps with social media marketing. For more information on the CRA's Economic Development Initiatives, click here: https://www.catchbovnton.com/ index.php?option=com_k2&view=item&layout=item&id=1269&Itemid=414 Business Promotion & Community Building programs were also included in the FY 2019-2020 Budget to assist local businesses, drive visitors to the CRA area, and bring awareness to Downtown Boynton Beach. You can look forward to attending, the Boynton Beach Haunted Pirate Fest and Mermaid Splash, Blarney Bash, Rock the Plaza, Rock the Marina, and other business promotional events throughout the year. For a full calendar of events, click here: https://www.catchboynton.com/index.php? option=com artcalendar&view=calendar&Itemid=604 s Itlt 2 t 5 +Ss y + I + II t I Y I 71 �/t t15�;"ti F tt�r t )rr + 1 t+ G f v 14y ji 4 I s The CRA Staff is eager to enter another fiscal year full of exciting projects that help redevelop, attract and retain businesses, create a vibrant downtown core, and revitalize neighborhoods within the City of Boynton Beach. For more information on the CRA, or to see a complete outline of the FY 2019-2020 Budget, please visit our website at www.catchbovnton.com z- � v 4 < . 1 The wait is almost over for the highly anticipated Boynton Beach Haunted Pirate Fest& Mermaid Splash (BBHPFMS)! On October 26th and October 27th, the streets of Downtown Boynton Beach will once again be transformed into a magical paradise that brings together scallywag pirates and enchanting mermaids. Now in its eighth year the festival has become a favorite of residents and one of the most popular events in South Florida. The two-day event, which is produced by the Boynton Beach Community Redevelopment Agency (BBCRA), is sure to heighten your senses and illicit a worth-while experience that will leave you craving more. Be sure to mark your calendar now, lest you will be experiencing some serious FOMO in a few short days! r � s y, So, what exactly is the festival and why should you come? Here's your one stop guide with everything you need to know to fully experience the mesmerizing world of pirates and mermaids at this year's event! What is the Boynton Beach Haunted Pirate Fest & Mermaid Splash? At its core, the festival is a business promotional event that is produced by the Boynton Beach Community Re- development Agency (CRA)to activate the city's downtown core and promote the local businesses that oper- ate out of the CRA District. But on the surface, it is a super charged community festival that has become a fan favorite of both locals and tourists. How much are tickets? Zero—zilch- not a penny! You won't spend a dime to enter this FREE event! Not only will you enter the festi- val for free, but you'll be able to enjoy the majority of the entertainment and attractions without exchanging any green. When exactly is Pirate Fest? This year the festival will take place on Saturday, October 26, 2019, from 11 am to 9 pm and Sunday, October 27, 2019, from 11 am to 6 pm. 4 i SSS 4 t �Y A L n5 Where is the event located? The event is held in Downtown Boynton Beach along portions of East Ocean Avenue and NE 4th Street. The exact point of reference for the event is Dewey Park. Just plug 100 NE 4th Street, Boynton Beach, FL 33435, into your GPS and you should have no problem finding the event. What roads will be closed for the event? If you live in or frequently travel through eastern Boynton Beach you already know that the city's downtown district is currently being redeveloped. Portions of East Ocean Avenue are already closed as a result of the on- going construction projects. The road closure for the festival is as follows: ROAD CLOSING October 23, 2019 Close NE 4t"Avenue between E. Ocean Avenue and Boynton Beach Blvd. at 8:00 a.m. October 25, 2019 Close East Ocean Avenue from NE 3 d Street to Federal Hwy. at 8:00 a.m. ROAD OPENING October 27, 2019 Open East Ocean Avenue by 11:59 p.m. October 28, 2019 Open NE 4t" Street by 12:00 p.m. Where can I park for the event? While there are several sites surrounding the location of the festival, parking for the event is limited. Many of the parking locations are located only a few short blocks away from the site. Security guards and parking at- tendants will be onsite at most of the off-site parking locations. To view a map of parking locations, please click here. What are alternative routes of transportation to the festival? We understand that driving your own vehicle is the most ideal option, however due to limited parking we en- courage you to take advantage alternative means of transportation. Park your vehicle at the Ezell Hester Center and take a short ride to and from the event. The free shuttle that will be transporting event goers to and from the event site for the duration of the event. The center is located at 1901 N. Seacrest Blvd. in Boynton Beach. Alternatively, we suggest using a ride sharing company like LIBER, LYFT, or a local cab company. There are also a few Palm Tran routes that pass directly by or very close to the event site. Visit www.discover.pbc.gov to view information on bus routes 1, 70, and 73. Who are the event sponsors and community partners? The Boynton Beach CRA is proud to have the support of sponsors and community partners for this year's event. To see a full list of sponsors, click here. PRESENTED BY BOYNTON / �,., pp � BEACH I�,IF'1rryLIGH a COMMUNITY REDEVELOPMENT AGENCY 'V PPL, GLO Sll�ls$t1t1Yle1 Lewes ., GMAN '� LOFC �� niscuu¢�i fb 6��a�p WALKER INSURANCE & T A X SiFhl �Fle rt THE PALM HEACHES IMM s 1 tl i`"\k Cltiti b Right rt ( Z ih" 1 �}S $ I N Will there be vendors at the festival? Yes, there will be a variety of unique vendors featured throughout the festival. If you are looking for authentic pirate garb, mermaid accessories, or custom artwork you'll be sure to find authentic items being sold by ven- dors at the event. Visit the vendor page on the BB Pirate Fest website for a full listing of all participating ven- dors. What type of food and beverage will be available at the festival? Whether you're looking for a tasty meal, a sweet and salty treat, or an on the go snack that can be enjoyed while perusing the festival you're sure to find something to your liking inside of Grub & Grog Row, the festi- val food court, or from one of the street concession vendors located throughout the festival. Don't forget to try Pirate's Rebellion, the official beer of the Boynton Beach Haunted Pirate Festival & Mer- maid Splash, created by Due South Brewing for the event. 4 ( RIO Yi r till } V i S J Y, a ,P •. ,r� r ��t�2t�rF�. s.. Are you still accepting volunteers for the festival? Yes! We are still accepting volunteers to help with this year's event. Whether you're looking to accrue com- munity service hours or you just want to jump in and have fun serving as a volunteer during the event we have a position for you. All volunteers receive a branded Pirate Fest t-shirt, food during their scheduled shift, and an invite to the BBCRA's annual volunteer appreciation party. For more information about the various volunteer positions or to sign up, visit the volunteer webpa e. Can I bring my pet to the festival? Due to the high energy nature of the event, which includes multiple stages of boisterous and lively music, as well as active cannons that are fired throughout the day we highly recommend leaving your beloved pets at home. t 75 f{ p ".: I. f� y4 I k �i i' Should I dress in costume for the festival? Absolutely! With Halloween right around the corner all event goers are encouraged to wear their favorite cos- tumes to the event. On Saturday at the Buccaneer BU Stage, at 4:15 pm there will be a costume contest for children and adults. Be sure to spruce up your mermaid attire for the annual Mermaid Pageant, which will take place at the Forbidden Island Stage on Sunday at 2:30 pm. What type of entertainment can I see at the festival? The festival features 12 areas of live and interactive entertainment for patrons of all ages. Listen to live and festive music and dance performances at the Forbidden Island, Walker D. Plank, Buccaneer Bay, and Black Pearl Stages. Be mesmerized by acrobats and stunt shows at the Field of Danger. Be enchanted by the lure of the mermaids as they perform live shows, pose for photos, and conduct story time Siren's Grotto and the Mer- maid Lagoon. Laugh out loud to comical story tellers and be awed by magicians. What type of activities will there be for children? Kids will be delighted by a variety of fun activities including, but not limited to: face painting, balloon artists, giant inflatables, craft making. Little pirates can be the star of their own voyage on the Avenger pirate ship. Be sure to stop by the Storybook Island tent to enjoy some Tales of the Sea with fun-loving pirates! Does the festival have a treasure hunt? But, of course! Legend has it that Captain Peg Leg, a notorious pirate who sailed the seas in 1898, has come ashore in Boynton Beach to hide his treasures throughout the city. Are you up for the challenge to hunt for his precious pirate booty? If so, be sure to stop by the treasure hunt booth to pick-up your treasure storybook that will lead you on an adventure throughout the festival. All participants will receive a medallion with the Tales of the Sea logo and be entered into a drawing to win a treasure trove of loot that will include official Pirate Fest merch and gift certificates to businesses located in Boynton Beach! i "' (; � k 7 S Nr4 yy r How can I get official Pirate Fest merchandise? There are a few different ways to get your hands on some of the awesome Pirate Fest merch that was created for this year's event. All costume contest and Mermaid Pageant winners will receive swag bags filled with of- ficial merch. Additionally, you can receive branded items like flashlight key chains, drawstring backpacks, beaded medallions, magnets, and much more by completing a short feedback survey at one of the Information Booths. Still have questions about this year's festival? Visit bbpiratefest.com or call (561) 600-9093. Be sure to like and follow @BBPirateFest on Facebook and Instagram to receive the latest updates about the festival and use#BBPirateFest when posting to your favorite socials. G t xiP• N�lttI I t i Florida Tackle Company is Boynton Beach's newest full-service tackle shop! Their Grand Opening event took place on November 9th and 1Ot . FL Tackle was founded by lifelong friends Captain Ed, Mike, Ray, and Ron. These guys love boating and fishing, and know everything about it! They even offer their own custom lures and rigs branded as "Pirate Tackle." 5„ t� 4 {n sAft`r Zr =,,tr FL Tackle carries all major reel brands including Shimano, Penn, and many others! This tackle shop also offers all the gear to make your day on the water great. They have sunglasses, coolers, clothing, and all the accessories you need. N ! I I�i l A f Q i ! 7 3 4 gg FIJI NEW IV This family-operated business is located at 1550 US Hwy 1, Boynton Beach, FL 33435 in the Ocean Palm Plaza. The owners are self-proclaimed "Four guys who went fishing and never came back." Visit them today for quality products at great prices, and excellent fishing advice. Ih i 1 1 q a t i ft it 4 i m r' I,ii t f; Are you ready for the 48th Annual Boynton Beach & Delray Beach Holiday Boat Parade? On December 13, 2019, starting at 6:00 pm, boats decked out with dazzling lights, holiday decor, and costumed captains will take to the water to compete in our modest, yet wildly popular boat parade. South Floridians are known for having fun in the water, so it's no surprise that this is an event that many locals look forward to all year. The Special Events line has been ringing off the hook with questions about this year's event. If you're an area resident looking to attend the Holiday Boat Parade, here is a list of everything you need to know. f irm F When and Where The boat parade will take place on Friday, December 13, 2019 at 6:00 pm. The parade will light up the Intracoastal waterways between the Palm Beach Yacht Center, which is just north of Gateway Boulevard and the C-15 Canal in Delray Beach, which is just south of Linton Boulevard. Traffic Delays Please keep in mind that because spectators will be traveling to the various viewing locations on the Intracoastal, so there will be a significant amount of pedestrian and vehicular traffic throughout Boynton Beach and Delray Beach. Please allow for additional time when travelling through the eastern areas of each city, specifically the Federal Highway corridor and AIA. Bridge Delays The boat parade will travel directly underneath several area bridges. To ensure safety the bridges outlined below will be held in the upright position while the boat parade is passing each area. It is very difficult to provide an exact time that the bridges will be unavailable for crossing. The times listed below are merely estimates based on data collected in previous years. • Ocean Avenue—6:30 • Woolbright Road —6:45 • George Bush —7:30 • Atlantic Avenue—8:00 • Linton Boulevard —8:30 Best Views There are plenty of great viewing areas available along the parade route, such as waterfront restaurants, parks, and marinas. Our top picks include: The Boynton Harbor Marina—735 Casa Loma Blvd., Boynton Beach, FL 33435 The Boynton Beach CRA will host the city's official watch party for this year's boat parade at the marina. This free event runs from 6:00 pm to 8:30 pm and will feature festive music, children's activities, a special visit from Santa, and food and beverages available for purchase from Two Georges Restaurant. Guests are encouraged to bring a new, unwrapped toy to donate to Toys for Tots. Parking at the marina is limited. Free parking is available in the vacant lot located on the east side of Federal Highway between Boynton Beach Boulevard and Ocean Avenue. 3 ' r 1 , J t(t ` w Veterans Park— 802 NE 1st St., Delray Beach, FL 33483 The City of Delray Beach Parks and Recreation Department will host a festive watch party at Veterans Park starting at 5:30 pm. Activities will include live music, dance performances, face painting, games, hot chocolate and other yummy treats. Guests are encouraged to bring a new unwrapped toy to donate to Toys for Tots. Boynton Beach • Intracoastal Park—2240 N. Federal Hwy. • Jaycee Park— 2600 S. Federal Hwy. Delray Beach • Knowles Park— 1001 S. Federal Hwy. • Che!!! Restaurant—900 E. Atlantic Ave. (call ahead to confirm availability) of .�� °■■ -y m.a��°� i�ti rs .�rr e J i 4R PIT- l < Toys for Tots Once again we are partnering with Marine Industries and Sea Tow to collect new, unwrapped toys for Toys for Tots. This is a wonderful opportunity to help a local child receive a gift during the holiday season. There will be boats traveling with the parade that will stop at individual docks along the parade route to collect toys. Simply waive a flashlight and a boat will come directly to you for pick-up. There will also be Toys for Tots donation boxes at the Boynton Beach CRA office, Boynton Harbor Marina, Banana Boat, Prime Catch, and Two Georges. For more information about the boat parade, email Co inM&bbfl.us or call (561) 600-9097. NW 11TH AVENUE RIBBON CUTTING & MODEL BLOCK GROUNDBREAKING i � c � 4 1 Just in time for back-to-school, the Boynton Beach Community Redevelopment Agency (CRA) in partnership with the City of Boynton Beach, and Habitat for Humanity of South Palm Beach County (HFHSPBC) cut the ribbon on the completion of the Model Block project at NW 11th Avenue, and broke ground on two new Habi- tat single-family homes to be built on the new street. v - it a r r � ire x h: y ` r ho,=, rr On hand for the open-to-the-public celebration were officials from the Boynton Beach CRA and the City of Boynton Beach along with HFHSPBC leadership, the two Habitat presenting home sponsors, Sklar Furnish- ings and Publix Supermarket Charities, and the Habitat Future Homebuyers. The event included a procession from officers of the Boynton Beach Police Neighborhood Officer Program, the Boynton Beach CRA, the City of Boynton Beach, and the Palm Beach County School District down the completed NW 11th Avenue. � Vkk I xv it s' 4 t The Boynton Beach CRA and the City of Boynton Beach collaborated on the land acquisition, for the con- struction of for-sale single-family homes and roadway improvements for the Model Block project since 2012. Located within the Heart of Boynton District and the Poinciana Gardens neighborhood, between NW 10th and NW 11th Avenues, the Model Block project consists of the development of 16 new single-family homes, sev- en (7) of which have been completed, and infrastructure improvements within the NW 11th Avenue right-of- way. The total cost of the NW 11th Avenue project is approximately $475,000. dzx F }4l f 11 � - A1S��A�r�� s HFHSPBC received a $75,000 grant from the Boynton Beach CRA to help fund the 501(c) (3) organization's comprehensive Increasing the Quality of Life Program, designed to create new and maintain existing afforda- ble housing. HFHSPBC will also provide educational opportunities to prospective homeowners and communi- ty residents within the CRA area. Additionally, through its Project Uplift Program, HFHSPBC will build five new and affordable three-bedroom, two-bath homes within the CRA area for which the nonprofit will provide zero-interest mortgages to qualified, hard-working, low-income future Habitat Homebuyers. `h• � i} �ibS lttt f+� �� t t }11M W i� Thank you to all who were able to attend the event, and we look forward to future projects that show how#RedevelopmentWorks! 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.E. SUBJECT: Social Media Activity Report for Project Development 1st Quarter Report (October 1, 2019 - December 31, 2019) SUMMARY: The Boynton Beach CRA utilizes social media platforms such as Facebook, Instagram and Twitter to build awareness and engage residents, visitors, and the business community of CRA projects and programs. Between October 1, 2019 and December 31, 2019, staff created 16 posts featuring CRA projects and redevelopment initiatives. The posts reached a total 8,401 people and received 316 engagements, defined as likes, comments, shares, and clicks (see Exhibit A). These activities also provides updates on the various projects to reaffirm to the public that the CRA Plan is being implemented and their redevelopment dollars are at work. Upcoming activities for the next quarter will include social media promotion of CRA projects in progress such as: • Completion of the old High School as part of the update on the Town Square Project; • Update of the Model Block homes on NW 11 th Avenue; • Update of the N.E. 1 st St. water main replacement project by Killebrew, I nc.; and, • Update of the Ocean Breeze East Apartments construction. FISCAL IMPACT: FY2019-2020 Budget, General Fund, 01-57400-100, $46,800 CRA PLAN/PROJECT/PROGRAM: 2016 Boytnon Beach Community Redevelopment Plan. CRA BOARD OPTIONS: No action is required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D ExhibitA Social Media Activity — Project Development (top performing posts): October 1 — December 31, 2019. Facebook Performance for Your Post aoynton Beach CRA',as live. ... NbRshed by Renee Michelle Roberts 1". Oce ober 2 428 7,,'-,opie R-7,ac-ieri We're live at the City of Boynton Beach City Hall Topper Ceremony! 158 13 12 11 1 fen,f 'n, On F-si On SI-ai�-.!s IR" WV 0 0 0 Cornrnems (Dr,P'-'o On Srares shal Or, On Shares 31 4 0 27 NEGATIVE FEEDBACK 0 11'd e,P s 0 1!;de,All'D 0 rport as 0 Paoe Got More Likes,Comments and Shares r�iv�y"Ie ""Ied wha,arzpe,-'�'rS 0,(6"3 Boost Us post for 57 to reach up to 330 people. Wama Thomas,Wayne Turner and 9 o1hers 1 Share U,ke commenr a Share Performance for Your Post Boynton Beach CRA ... November 27 at 1:05 PM 751 We are Mh the City of Boynton Beach. Govemnient and other Cities in 31 _9outn Florida enpying the Pallm Beach County League of Cities Iuncheon spreac!Mg the ward that Boynton Beach is open for business!Ui 26 26 0 P'o hal- �s 2 2 0 Po'st S,tjar�,,, C- On Iasi S Na,r S On po,--M, 4 89 1-1, --t',.!Icks jj 53 0 36 Inr i NEGATIVE FEEDBACK 41 0 pos, 0 lide Ali Pos"S, 0 Rexn as, 0 Paae ) P y be orr,,-Aa,,, F1, 28, 31 Cornflients Like Comment Share Instagram bayntonbeachcra.Following 3o++/rton Beach,Florida boyntonbeachcra Today was a historic ' n day in#boyntonbeach as we broke ground with the @cityofboyntorbeach r II"N hi rrlfoi �I to begin the Ocean Breeze East nit T Protect! + 7redevelopmentG°corks#boyntonbeach w #groundbreaking'heartofboynton yq 5i 'commt niky a lovemycity� � t 25 likes MAN iS uht bayntonbeachcra-Following ,,.,�, P ei^uenu n-e`i aar3�• � 7 � f boyntonbeachcraWeare with the @cntyofboyntonbeach and other Cities in South Florida enjoying the Palm Beach County_eague of Cities luncheon spreading the word that ` Boynton Beach is open for business! ,d =BoyntonBeach r =`Redeveiopmenlworks #BoyntonBeachCRA#lovefl ar r f tih lilt ik� t4 r j� fr Liked by pizzeriathatsamore and 36 others 5�ll�A r ar irs4�I0 dr ,,,� a r t � Sys 1s � 1n Twitter Catch Boynton Beach ( Bc�yntori,Bead-iCRA Oct 2 Th e $ _ I c, , ° _; " k"'b is topping off,City Ha Ill f t k I l I t t f 1} 'M. ��l t k Q9 6 LL ; III w Yweet Analytics r it Catch Boynton,, S 9 a c h E-I ovnsoo��,�e-'�� i The t c1tvOftY 9vntt n IS topping cuff CItv HaIll ela�p-rr entworks pale.t%m -om/IeBF4 Vnm I'mPressions 1 ,048 1"ink."r' .,v,.��;_, � ' ��_ .";�� _ n ��,�'i,t i jI! Total engagements j Catch Boynton Beach ( FB' -,ynton,Bea-chCRa Oct 17 The �Wbcra tearn is attending ttr FLRed, _. iTence to bring back ideas and innovations to better #8 x n�on Be ,mhii Er�£i��>>rr�i�ntG`t {azo ` s WOMM"To FRA s M11 M' s7 - � r r i cU Tweet Analyfics Catch �� i�tl"k BeaFl is"., t;_,vrs¢:e :a?4._ s.,.3'w, a ..r ThetE� r t is tt radia theF F 1i l ce of rer�ce to bfing `} tack ideas and innovations to better Boynto BeacM pig twitter com/ FHnEiCSoG r; Impressions 425 Total engagements 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 CRA PROJECTS IN PROGRESS AGENDAITEM: 10.F. SUBJECT: FY 2018 -2019 Update for the Nonprofit Organization Grant Agreement with Habitat for Humanity of South Palm Beach County SUMMARY: On March 13, 2019, the CRA Board approved a grant agreement in the amount of $75,000 to support the efforts of Habitat for Humanity International's (d/b/a Habitat for Humanity of South Palm Beach County's) (HFHSPBC) Increasing the Quality of Life Program. The HFHSPBC's project is aligned with the goals of the Nonprofit Organization Grant Program (NOGP) by contributing to the City's affordable housing stock and providing a direct benefit to the stakeholders within the CRA area with the following activities over a period of 12 months: 1. Build three new single-family units (one 2-unit villa at 123 and 127 NE 12th Avenue and one detached single-family home located at 110 NW 6th Avenue); 2. Complete three neighborhood revitalization projects (including home renovations and critical repairs)within the CRA area; 3. Conduct home ownership and home building/home maintenance education workshops, and leveraging volunteers and public/private/nonprofit donations (see Attachment 1). Under the terms of the agreement, HFHSPBC was required to provide a quarterly report summarizing the deliverables of the agreement for the period of July, 1, 2019 - September 30, 2019. Staff has reviewed the supportive documents and determined that HFHSPBC is in compliance with all requirements of the executed grant agreement and their quarterly reimbursement was released on December 13, 2019 in accordance with CRA Board direction (see Attachment 11). FISCAL IMPACT: FY2018-2019 Budget, Project Fund, line item 02-58500-470, $75,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I HFHSPBC FY 2018-2019 NOGP (Winter) Executed Grant Agreement D Attachment II - HFHSPBC FY 2018-2019 NOGP (Winter) CRA Review of 2nd Quarterly Report and Reimbursement Request AGREEMENT TO FUND THE INCREASING THE QUALITY OF LIFE PROGRAM OF HABITAT FOR HUMANITY INTERNATIONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY) This Agreement for the funding of the construction and maintenance of affordable housing units ("Agreement") is entered into by and between the: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("CRA"), a public agency created pursuant to Chapter 163, Part III, Florida Statutes, with a business address of 710 North Federal Highway, Boynton Beach, Florida 33435; and the HABITAT FOR HUMANITY INTERNATIONAL (d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY) ("HFHSPBC"), a Florida Not-For-Profit Corporation, with a business address of 181 SE 5th Avenue Delray Beach, FL 33483. RECITALS WHEREAS, the CRA recognizes that increasing and maintaining affordable housing opportunities within the Boynton Beach Community Redevelopment Area ("CRA Area") is essential to effectuating the 2016 Boynton Beach Community Redevelopment Plan ("CRA Plan"); and WHEREAS, the CRA Board finds that the services and programs provided by the HFHSPBC further the goals and objectives of the CRA as contained in the CRA Plan, and are in the best interest of the CRA; and WHEREAS, the CRA will provide funding to the HFHSPBC, pursuant to the terms and conditions of this Agreement, in order to assist the HFHSPBC with activities that address the goals and objectives contained in the CRA Plan, and the needs and priorities defined by the CRA in the CRA's Nonprofit Organization Grant Program (NOGP); and WHEREAS, HFHSPBC applied for and was awarded a grant under the NOGP in accordance with the procedures specified in the NOGP; and WHEREAS, the CRA finds that this Agreement serves a municipal and public purpose, is in furtherance of the CRA Plan, and conforms with the requirements of Florida law; and WHEREAS, The Increasing the Quality of Life Program meets the CRA's objective of providing new and maintaining existing affordable housing within the CRA Area per Chapter 163, Part III, Florida Statutes and will further the objectives of the CRA Plan; and WHEREAS, the CRA Board approved the Fiscal Year 2018-2019 budget at the September 11, 2018 meeting, which included funding the Nonprofit Organization Grant Program (NOGP), and on February 12, 2019, the CRA Board authorized funding within the NOGP budget line item for the Affordable and Workforce Housing category of the NOGP to support eligible nonprofit organizations with projects and programs that will create and/or maintain affordable and workforce housing opportunities in the CRA Area and further the CRA Plan; 01105638-1 Page 2 of 18 NOW THEREFORE in consideration of the mutual promises, covenants and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: Section 1. Incorporation. The foregoing recitals and all other information above are true and correct at the time of the execution of this Agreement and are hereby incorporated herein as if fully set forth. Section 2. Effective Date. This Agreement shall be effective on the date the last party to sign executes this Agreement("Effective Date"). Section 3. Goals of the HFHSPBC The Increasi ig the Quality of Life Program Funded by the CRA. A goal of the NOGP, in furtherance of the CRA Plan as it may exist from time to time, is to provide affordable and workforce housing opportunities in the CRA Area. HFHSPBC will assist with this effort through the construction of new affordable housing units and maintenance of existing affordable housing units in the CRA Area. This Agreement shall be interpreted to further these goals and the CRA Plan. Section 4. Reouirements A. Scope of Work. HFHSPBC will construct three (3) new affordable housing units (located at 123 & 127 NE 12th Avenue, Boynton Beach, FL 33435 and 110 NW 6th Avenue, Boynton Beach, FL 33435), complete three (3) Neighborhood Revitalization projects in the Heart of Boynton Beach, and conduct life skills and/or homeownership and maintenance workshop or training within the term of this Agreement. Collectively, these will be referred to as Increasing the Quality of Life Program or the "Project". B. Elinibility. The parties agree that existing and prospective residents within the City of Boynton Beach shall be eligible for all aspects of the Project. C. Results and Deliverables. HFHSPBC will: 1. Provide a report ("Quarterly Report") to the CRA according to the schedule in Section 4.D of this Agreement. Failure to submit a Quarterly Report constitutes an event of default pursuant to this Agreement and renders HFHSPBC ineligible to receive funding pursuant to this Agreement unless or until such default is cured in accordance with Section 13.K of this Agreement. The CRA will not process requests for reimbursement until the default is cured. The Quarterly Report must contain an update on each item listed in this Paragraph 4.0 (Results and Deliverables). 2. Implement the Outputs and Outcomes as identified in the HFHSPBC's NOGP Project/Program Model and Funding Evaluation Plan (attached hereto as Exhibit "A" and hereby incorporated herein) by March 31, 2020. With each Quarterly Report, HFHSPBC will provide evidence to the CRA of the delivery of new affordable housing units or improved properties by submitting at minimum, copies of all issued building permits, copies of all closed building permits, and before and after photographs of each of the improvements for which HFHSPBC seeks reimbursement. For each project or undertaking that is required by law or ordinance to obtain a Certification of Occupancy or a Certificate of Completion in order to be occupied, each Quarterly Report must also contain copies of all Certifications of Occupancy and/or a Certificates of Completion. The CRA will not make final payment to HFHSPBC for reimbursement of expenditures related to the construction of new affordable housing units unless or until copies of Certificates of Occupancy 01105638-1 Page 3 of 18 and/or a Certificates of Completion have been provided to the CRA for each new unit. Copies of the Certifications of Occupancy and/or a Certifications of Completion must be submitted no later than April 15, 2020 in order for HFHSPBC to remain eligible for reimbursement of those expenses. 3. Conduct quarterly life skills and/or home ownership and maintenance workshops/training. HFHSPBC will submit with each Quarterly Report copies of sign-in sheets from the workshops or trainings. The sign-in sheets must include the following information: a. Name, type, and description of each workshop or training, including the date, location and time of each workshop or training. b. Name, address, and telephone number of participant(s). 4. Create a cumulative list ("Client List") of Project participants and beneficiaries ("clients") and provide proof of residency for all clients as of March 1, 2019. Acceptable forms of proof of residency include driver's licenses, utilities bill, and other forms of proof the CRA deems acceptable. The Client List must indicate whether each client is existing or new and if any Project client on a previous report or Client List has dropped out of The Increasing the Quality of Life Program. After the first Quarterly Report, HFHSPBC shall be required to submit proof of residency documents only for new Project clients. 5. Make active efforts to ensure that the Project clients reside in or intend to live within the CRA Area, and provide written or marketing materials used to meet this goal. HFHSPBC will provide an update on progress towards this goal in each Quarterly Report. 6. Obtain and provide to the CRA data on the residents of the Project, which shall include but not limited to residents' name, address, phone number, household income range, household size, occupation, age, gender, and race of Project clients, and other summary data related to affordable housing impact in the CRA area. 7. Provide financial statements for the Project. HFHSPBC will hire, at its own expense, an independent Certified Public Accountant to provide the CRA with a review of the most recent Financial Statement Review for the Project. The review must be submitted to the CRA as soon as completed and prior to any additional funding consideration by the CRA. Failure to submit the review constitutes an event of default pursuant to this Agreement and renders HFHSPBC ineligible to receive funding pursuant to this Agreement unless or until such default is cured in accordance with section 13.K. of this Agreement. Quarterly financial statements are due on the schedule outlined in Section 4.D of this Agreement. This paragraph shall not be read to require financial statements from all Project clients. 8. Undertake Project marketing outreach activities to recruit participants who are new or existing residents. Marketing efforts will be towards persons who are existing or prospective residents of the City of Boynton Beach, with an enhanced effort to reach existing or prospective residents in the CRA Area. Recruitment of participants for the Project will be from word of mouth, direct marketing, publicity mailings, email, press releases, attendance at local business and housing events, and referrals by the local Boynton Beach community organizations. HFHSPBC shall provide copies of marketing materials with each Quarterly Report. D. Reporting_ nd Reimbursement Requests. HFHSPBC shall provide to the CRA Quarterly Reports and requests for reimbursement according to the following schedule: 01105638-1 Page 4 of 18 For the period of March 14—June 30, 2019: due to CRA by July 1, 2019 July 1 —September 30, 2019: due to CRA by October 1, 2019 October 1 — December 31, 2019: due to CRA by January 6, 2020 January 1 — March 31, 2020: due to CRA by April 15, 2020 Section 5. Compensation. The CRA shall pay HFHSPBC a total of $75,000 for HFHSPBC's performance of its obligations under this Agreement. HFHSPBC will be paid quarterly in an amount of $18,750 per quarter upon formal written request by HFHSPBC. Payment is contingent upon receipt by the CRA of all Results and Deliverables listed in Section 4. Time is of the essence, and in order to receive compensation, HFHSPBC must make requests for compensation in accordance with the schedule found in Section 4.D of this Agreement. The CRA shall pay within thirty (30) days receipt of all required reports, reviews, and requests, including those evidencing compliance with this Agreement. Deadlines for reports must be strictly adhered to in order to be eligible for reimbursement by the CRA. All payments shall be in the form of a CRA check made payable to HFHSPBC. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by HFHSPBC, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve HFHSPBC of any liability under this Agreement. Section 6. No Partnership. HFHSPBC agrees that nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or employee relationship. It is specifically understood that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or HFHSPBC's performance under this Agreement. If this Agreement is deemed to empower HFHSPBC to work on behalf of the CRA, HFHSPBC shall be considered to be an independent contractor. Section 7. Termination. This Agreement will automatically terminate after the CRA has made the last payment to HFHSPBC as requested by HFHSPBC pursuant to the schedule in Section 4.13 of this Agreement. This Agreement may be terminated earlier for any reason, or no reason, by the CRA upon thirty (30)days written notice of termination to HFHSPBC. Section 8. Non-Discrimination. HFHSPBC agrees that no person shall, on the grounds of race, color, ancestry, disability, national origin, religion, age, familial or marital status, sex or sexual orientation, be excluded from the benefits of, or be subjected to discrimination under any activity carried on by HFHSPBC, its subcontractors, or agents, in the performance of this Agreement. In the event that the CRA is made aware that such discrimination has occurred in breach of this Agreement, it shall provide notice to HFHSPBC. Upon receipt of such notice, HFHSPBC shall have 15 days to provide evidence that it has cured the breach. The CRA will evaluate the evidence provided and determine, in its sole discretion, if the breach has been adequately cured, and if the CRA determines the breach has not been cured, the CRA shall have the right to immediately terminate this Agreement shall not be liable for any further payments to HFHSPBC pursuant to this Agreement. This Section shall not be construed so as to alter any other provisions of this Agreement concerning termination except as specifically stated in this Section. Section 9. Convicted Vendor List. As provided in Sections 287.132 — 287.133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, HFHSPBC certifies that it, and its affiliates, contractors, subcontractors or agents who will perform hereunder, have not been placed on the Convicted Vendor List maintained by the State of Florida Department of Management Services within thirty-six(36) months immediately preceding the date of this Agreement. 01105638-1 Page 5 of 18 Section 10. Indemnification. HFHSPBC shall indemnify, defend, save, and hold harmless the CRA, its elected officers, its agents, and its employees, from any and all claims, demands, suits, costs, damages, losses, liabilities, and expenses, sustained by any person whomsoever, which damage is direct, indirect or consequential, arising out of, or alleged to have arisen out of, or in consequence of the services furnished by or operations of HFHSPBC or its subcontractors, agents, officers, employees or independent contractors pursuant to the Agreement, specifically including, but not limited to, those caused by or arising out of any intentional act, omission, negligence or default of HFHSPBC and/or its subcontractors, agents, servants or employees in the provision of services under this Agreement. 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. Section 11. Notice. Whenever either party desires to give notice to the other party as required under this Agreement, it must be given by written notice to the name(s) and address(es) specified in this Section, and must be sent by (i) hand delivery with a signed receipt; (ii) by a recognized national courier service; or (iii) by Certified United States Mail, with return receipt requested. Any party may change the person or address to whom notice must be directed by providing written notice to the other parties. Notices must be sent to: If to the CRA: Boynton Beach Community Redevelopment Agency Attn.: Michael Simon, Executive Director 710 North Federal Highway Boynton Beach, Florida 33435 With copy to: Tary Duhy, Esquire Lewis, Longman &Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 If to HFHSPBC: Randy Nobles Habitat for Humanity International (d/b/a HFHSPBC) 181 SE 5th Avenue Delray Beach, FL 33483 Every notice shall be effective on the date actually received, as indicated on the receipt therefore, or on the date delivery thereof is refused by the intended recipient. Section 12. Waiver of Claims. The CRA shall not be responsible for any property damages or personal injury sustained by HFHSPBC from any cause whatsoever related to HFHSPBC's or CRA's performance under this Agreement, whether such damage or injury occurs before, during, or after the term of this Agreement. HFHSPBC 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 HFHSPBC. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. Section 13. General Provisions. A. Entire Agreement; No Modification. The CRA and HFHSPBC agree that this Agreement sets forth the entire and sole Agreement between the parties concerning the subject matter expressed herein and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in the Agreement may be added to, modified, superseded,or 01105638-1 Page 6 of 18 otherwise altered, except by written instrument executed by 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. B. _Survival. The provisions of this Agreement regarding termination, default, and indemnification shall survive termination or expiration of this Agreement and shall remain in full force and effect. C. Severability. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. D. Headings. The Headings herein are for convenience of reference only and shall not be considered in any interpretation of this Agreement. E. Governing Law, Jurisdiction,. and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. F. 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. G. Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of HFHSPBC contained in this Agreement. In order to be effective, such waiver must be in writing, and no waiver shall be deemed a continuing waiver unless specifically so stated. H. No Transfer. HFHSPBC shall not subcontract, assign or otherwise transfer this Agreement or any part thereof to any individual, group, agency, government, non-profit or for-profit corporation, or any other entity, without the prior, written consent of the CRA. I. Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and HFHSPBC (or in any representative capacity) as applicable, 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. J. Public Records. The CRA is a public agency subject to Chapter 119, Florida Statutes. To the extent required by law, HFHSPBC shall comply with Florida's Public Records Law. Specifically, HFHSPBC shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to perform the services referenced herein; 2. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 01105638-1 Page 7of18 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if HFHSPBC does not transfer the records to the CRA. 4. Upon completion of the contract, transfer, at no cost, to the CRA all public records in possession of HFHSPBC or keep and maintain public records required by the CRA to perform the service. If HFHSPBC transfers all public records to the CRA upon completion of the contract, HFHSPBC shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If HFHSPBC keeps and maintains public records upon completion of the contract, HFHSPBC shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. IF HFHSPBC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO HFHSPBC'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway, Boynton Beach, Florida 33435; or i K. Default. The failure of HFHSPBC to comply with any or all of the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If HFHSPBC fails to cure the default within seven (7) days' notice from the CRA, the CRA may terminate the Agreement and shall not be liable for any further payments to HFHSPBC pursuant to this Agreement; however, the CRA may elect, in its sole discretion, to fully or partially compensate HFHSPBC for HFHSPBC's partial performance under this Agreement. L. 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. M. 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. N. Compliance with Laws. In its performance of this Agreement, HFHSPBC 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. 01105638-1 Page 8of18 IN WITNESS WHEREOF, the parties hereto have entered this Agreement on the day and year written below. BOYNTON BEACH COMMUNITY REDEVELOP ENT G By: (Wi - Print Name: Steven B. Grant, Chair Print Name: (C W1 Date: t . -- Y Pr" arrre: HABITAT FOR HUMANITY INTERNATIONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY ,t "y;— President & CEO (Witness) Print Na " Date: --------- --- (Witness) �- Print Name: h. 01105638-I Page 9 of 18 EXHIBIT "A" rw A m 1. w I L ul .20 T .2 A A k r a Q W, m a 1 40 Fj 'IF 2 Zi z! "t r., -M a 6a ,�a i? q — V v rZ Tg ri v 2 T DO c2a L - a P, d Q. E LO A lig A -rte+ its a 8 kQ R; Og iv, qa--, ar Z Go a 51 E E E A zc IF s m Xj -E 2 7 IL m 3 01105638-1 Page 10 of 18 79 �... r I ME _ v, U p ( � 4 1A ' x 43 Y � Av Srj em JE u r b e� m u - - + ® a ; • � , " ED W,11% FIE 79 a �m ev ®_ r — � m _ x SL 5 s "ry gA t �+ [Ye I ••p �1 e t - �, �. A C tt r t °fib V 9 s `� j "` l �`� Ifid UI } � :,' E B: Page 11 of 18 . ......... ................. qv ri rL -2- -FA 1b, rs. 71. 69 A S F9 J4 Mi ----------- ........................... ..... - ------ 5 Nor all 9 .............. .............. Page 12 of 18 �.... _._. - b c . � j,.,.� _ ..e.,.._a...d. �. _..._........._.,.._..m..,......., Iv v �. Lf.'. gym : - L' t e � �, A r." E , y � 9 L L I- k, Page 13 of 18 Funding Evaluation Plan Boynton Beach Community Redevelopment Agency(CRA) Organization Habitat of Humanity of South Palm Beach Count- Contact Person Pamela Boning Project/Program Name Increasing theLuality of Life Funding Period Marchl,2019—Feb 28-2020 The Boynton Beach CRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be subject to production by the CRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES:The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the CRA to any third party. The CRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible is sufficient assurance for the CRA to award grant funding. Copy-and-paste table below to address each Key Activity included in the Pro jectlProgram Model for the ProgramlProject PROGRAM/PROJECT: Activity#1 Build three homes in the Heart of Boynton Beach. The HFHSPBC—Increasing the Villas,123 and 127 NE 12th Avenue and one home at 110 NW 6th Quality of Life Ave. OUTPUTS/Measurable Indicators 3 Evaluation Process-Outputs: Who,Tools,When 1a. Three new homes will be created Who:HFHSPBC,City of Boynton Beach lb. Three new taxpayers will be created Tools:Tax Roles,Property Appraiser Website, When:By February 28,2020 OUTCOMES/Measurable Indicators 4 Evaluation Process-Outcomes: Who,Tools,When la. Decreased need for affordable housing Who:HFHSPBC,City of Boynton Beach, lb. Reduced empty lots,slum conditions and blight Tools:Tax Roles,Property Appraiser Website, lc. Increased property values for the neighborhood Before and After Pictures,Homeowner Surveys, 1d. Higher tax base for the city of Boynton Beach When:By February 28,2020 Evaluation Plan,HFHSPBC,FY2019,111-2019,Page 1 of 6 Page 14 of 18 PROGRAM/PROJECT: Activity#2 Complete 3 Neighborhood Revitalization/Critical Repair HFHSPBC—Increasing the projects in the Heart of Boynton Beach Quality of Life OUTPUTS/Measurable Indicators i Evaluation Process-Outputs: Who,Tools,When 2a.Three homes or community assets will be repaired Who:HFHSPBC,City of Boynton Beach 2b.Three properties brought up to code in order to Tools:Tax Roles,Property Appraiser Website, remove any liens or fines. Before and After Pictures,Homeowner Surveys, 2c.Three homes can reinstate home owner insurance When:By February 28,2020 OUTCOMES/Measurable Indicators 4 Evaluation Process-Outcomes: Who,Tools,When 2a. Increase in safe decent housing Who:HFHSPBC,City of Boynton Beach 2b.Older neighborhoods are restored with homes Tools:Tax Roles,Property Appraiser Website, having been repaired Before and After Pictures,Homeowner Surveys, 2c.Increased property values for the neighborhood. When:By February 28,2020 2d.Slum conditions and blight will be removed from key areas of Boynton Beach PROGRAM/PROJECT: Activity tf3:Hold education workshops with financial topics like debt HFHSPBC—Increasing the budgets,home equity borrowing to protect your asset with our financial Quality of Life partners like Bank of America.and Comerica Bank OUTPUTS/Measurable Indicators 4 Evaluation Process-Outputs: Who,Tools,When 3a.Ten families will be educated on financial matters Who:HFHSPBC,Partner Families,Financial such as debt management and budgeting Partners(Bank of America,Comerica Bank,PNC Bank), Tools:Education Curriculum,GiveEffect Database When:By February 28,2020 OUTCOMES/Measurable Indicators Evaluation Process-Outcomes: Who,Tools,When 3a.Residents'knowledge is increased. Who:HFHSPBC,Partner Families,Financial 3b.Residents gain increased understanding of their Partners(Bank of America,Comerica Bank,PNC community and its challenges and their role Bank) 3c.Increased economic activity in the CRA Area Tools:Homeowner Surveys 3b.Diversified local economy in the CRA When:February 28,2020 PROGRAM/PROJECT: Activity 1f4:Hold home maintenance workshops with topics like The HFHSPBC—Increasing the ABC's of home repair,hurricane preparedness,and home weatherization Quality of Life with our retail partners Lowes and Home Depot .. _� „..� OUTPUTS/Measurable Indicators i Evaluation Process-Outputs: Who,Tools,When Evaluation Plan,HFHSPBC,FY2019,1-4-2019,Page 2 of 6 Page 15 of 18 Who:HFHSPBC,Partner Families,Retail Partners 4a.Ten families will be educated on home repair (Home Depot&Lowes) Tools:Home Maintenance Workshop Materials, GiveEffect Database When:By February 28,2020 OUTCOMES/Measurable Indicators 3 Evaluation Process-Outcomes: Who,Tools,When 4a.Residents'knowledge and ability to care for their Who:HFHSPBC,Partner Families,Retail Partners homes is increased. (Home Depot&Lowes) 4b.Residents gain increased understanding of their Tools:Home Owner Surveys role in the community and the community's When:By February 28,2020 challenges. 4c.Increased economic activity in the CRA Area 4b.Diversified local economy in the CRA PROGRAM/PROJECT: Activity#5:Complete one neighborhood cleanup HFHSPBC—Increasing the Quality of Life OUTPUTS/Measurable Indicators Evaluation Process-Outputs: Who,Tools,When Who:HFHSPBC,Partner Families, 5a.One neighborhood's slum conditions and blight Tools:Volunteers,GiveEffect Database,surveys will be reduced. When:By February 28,2020 OUTCOMES/Measurable Indicators 4 Evaluation Process-Outcomes: Who,Tools,When 5a.Older neighborhoods are restored when homes Who: HFHSPBC,Partner Families have been repaired Tools:Volunteers,GiveEffect Database,surveys 5b.Increased property values for the neighborhood When:By February 28,2020 5c.Slum conditions and blight will be removed from key areas of Boynton Beach PROGRAM/PROJECT: Activity#6:Recruit and utilize volunteers from area businesses,faith HFHSPBC-The Door to based and civic organizations and schools to complete build days,repair Sustainability projects or neighborhood cleanup - - — OUTPUTS/Measurable Indicators + Evaluation Process-Outputs: Who,Tools,When 6a.500 volunteers will participate in Habitat events to Who:HFHSPBC,Businesses,Faith Based&Civic build new homes or repair existing homes or Organizations,Schools,Community Groups, community assets Tools:GivEffect Database,Recruitment Tools 6b.5 companies will participate in Team Build days (social media,community events,website) contributing to the well-being of their community 6c. 5 organizations will participate in repair projects contributing to the well-being of their community When:By February 28,2020 6d.2 organizations will participate in a neighborhood cleanup contributing to the well-being of their community Evaluation Plan,HFHSPBC,FY2019,1 1-2019,Page 3 of 6 Page 16 of 18 ---- . OUTCOMES/Measurable Indicators 4 Evaluation Process-Outcomes: Who,Tools,When 6a.HFHSPBC will fund raise$10,000 for future Who:HFHSPBC,Businesses,Faith Based&Civic projects through Team Build activities. Organizations,Schools,Community Groups, 6b.The community will become more aware of Tools:GivEffect Database,Recruitment Tools the need for safe,decent,affordable housing as (social media,community events,website) they participate in Habitat events 6c.Older neighborhoods are restored when older When:By February 28,2020 homes have been repaired 6d.Increased property values for the neighborhood 6e.Slum and blight will be removed from areas of Boynton Beach Narrative response: 1. Describe input, if any,to this Evaluation Plan,or the Project/Program Model(s)on which it is based, from outside consultants,staff,Board,funders,clients,or other organization stakeholders. HFHSPBC works on the goals for the affiliate as a team involving our staff and board. We use input from surveys we receive from our partner families and volunteers to improve our processes, our education curriculum, and to review and make changes to all parts of our program as necessary.We benefit from the experience of Habitat International, and partner with our foundation, private and corporate funders,and community partners to put our plans into action. Does the organization engage in other evaluation activities and reporting? If so, describe briefly. HFHSPBC reports monthly to our board on the affiliate's accomplishments against our annual goals for home construction,repairs,fundraising,mortgages,families served,volunteers engaged (groups, Team Builds,community events. We also report to Habitat for Humanity International quarterly on the same accomplishments. To satisfy the needs of our funders and the community at large that supports our work, we provide annual reports of our progress against the goals we have set. We routinely measure partner family and volunteer satisfaction through survey tools. Outcomes of the surveys are used to make alterations in our programs. 2. Will any additional cost be incurred to implement this Evaluation Plan? _Yes X No If yes, describe specific items and amounts. Our current budget includes the cost of our database and its operation to track and measure several deliverables. We also are currently budgeted for an outside consulting source as needed to design and complete more comprehensive evaluation tools. 3. If applicable,have additional costs been included in the project/program budget? Evaluation Plan,HFHSPBC,FY2019,1.4-2019,Page 4 of 6 Page 17 of 18 4. Who will be responsible for coordinating the evaluation process and preparing quarterly/annual reports? Pamela Bonina:Director,Grants&Administration 5. How will evaluation data be used for internal performance improvement? HFHSPBC will utilize evaluative data measure our progress toward goals we have set for this project including the outcomes that involve our participant families.We will then utilize the outcomes data to make needed changes to improve our program and our relationships with our several partners. 6. Will evaluation data/reports be shared with organization staff? Yes 7. Will evaluation data/reports be shared with the organizations Board of Directors? Yes 8. The Boynton Beach CRA requires that evaluation data relative to CRA support be reported quarterly and at the end of the year. Will the data/reports be shared with other funders? HFHSPBC routinely shares outcomes results of our projects with our board, the funders, our community partners, and the public. Analyzing outcomes ensures that the primary goals of the projects are met,and we use what we have learned to expand our capacity to make a positive impact in our service area. 9. Who are other organization stakeholders? Will evaluation data/reports be shared with them? Our organizational stakeholders include our staff,board,volunteers,corporate partners,funders and the community-at-large. HFHSPBC shares family outcomes, community project and partnership outcomes with the general public via social media, PR opportunities through print and electronic media.We further share through reporting tools our official outcomes with our staff,board,funders and community partners. Our goal is to keep safe, decent, affordable housing at the forefront until we live in a world where everyone has a decent place to live. CERTIFICATION AND WAIVER OF PRIVACY: I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application,is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Nonprofit Organization 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 Nonprofit Organization 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 Evaluation Plan,HFHSPBC,FY2019,111-2019,Page 5 of 6 Page 18 of 18 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 CRA may, at its sole discretion, discontinue subsidy payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. I hereby waive my rights under the privacy and confidentiality provision act,and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein.I further grant permission,and authorize any bank,employers or other public or private agency to disclose information deemed necessary to complete this application. I 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. Signatures below indicate approval of and commitment to this Evaluation Pian and the Project/Program Model on which it is based. Ia2019 11 . 1 .. hieF 4�.utive Signature Date "hair son,Bo d of Directors Date Randy Nobles _ _ --__ _ Scott Sullivan Printed Name/ritle Printed Name Attachment: Project/Program Model Evaluation Plan,BFHWW,PY2019,1-4-2019,Page 6 of 6 Sj J€Ali j�nmmxttr� BOYNRA MUM Tal l MEMO TO: Vicki Hill FROM: Thuy Shutt, Assistant Director DATE: December 9, 2019 RE: HFHSPBC FY 2018-19 NOGP 2"d Reimbursement Request The attached reimbursement documents have been reviewed for compliance with the HFHSPBC's March 14, 2019 Grant Agreement. Please provide payment as requested for the reporting period of July 1, 2019 —September 30, 2019 in the amount of$18,750. Please email Pam Bonina of HFHSPBC, at pbonina(?,hfhboca.org when the check is ready to be picked up. 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P4 ". . f3 c es ILo 0 +) eaa r � c a j ti a � r cr r 'r a ILm CaGa ti a10, ion;C �� C r I CL T— e.a {7a C a)c' tt como 2 w m c .� 0 Lu LLJCm U L- G7 C7 Cl CL ff CJJ >m LuOL C J �.' CRA APRIL INSPECTION PHOTOS OF HFHSPBC NOGP FY 2018-19—2nd REIMBURSEMENT REQUEST 123 and 127 NE 12th Ave Duplex (as of 7/11/19) w � i South Elevation ,1 \j 4u i �J?sir ��uv1V ti. - + I I � 5 4 t.5t a _ rt B.. North Elevation �ti E �w. i Roof Framing 123 and 127 NE 12th Ave Duplex (as of 7/29/19) �tii f\l{c i��r It tai til�,<, r j tl r St�yt i �1 Mfr i kms. 1 a� M• Installation of roof shingles ABWK Homes (as of 7/11/19) a i t � F ' F � � 1 i_ Habitat �� \-8�96O7O Humanity' z'o,� s6/ �z88l7a � �� n�� HN each Coun�' November 26,2019 Ms.ThuvShutt Assistant Director anvmnn Beach CRA 7zONorth Federal Highway Boynton Beach,FL 33435 Dea,Thuv: Attached please find documentation tosupport Habitat for Humanity nfSouth Palm Beach County's activities in the Boynton Beach CRA District for the 2nd Quarter reporting period(July 1—September 30, 2019). During the zIdquarter nfthis grant cycle wehad many key areas ofactivity: Construction nnthe Villas at 127/129 NE 12 th continued,the land was cleared to begin construction at 110 NW 6th Avenue,a Neighborhood Revitalization project at Ocean Breeze West was successfully completed as well as numerous homeowner workshops. Additionally,wecelebrated the ground breaking for new homes vn the Model Block. z. During Q2 the construction at 127/129 NE12th(the Villas)included installation of all windows and doors<14windows and 4donrs>'roof trusses were put inplace and the roofing structure was completed. Afinal roof inspection was completed and approved. Interior walls and framing began. The next step will hoinstallation ofdry wall and flooring.(Photos attached) All permits have been approved for the construction tpmove ahead.(Permits auavhed). Attached are expenditures for the cycle. u. The property at 110 NW 6 th Avenue saw the beginning of the lot clearing for the preparation of the pad and slab work tofollow.(Photos attached) 3. Additionally,Neighborhood Revitalization projects continued in the CRA district to include 8 homes in the Ocean Breeze West Community in partnership with Orange Theory Fitness. (zVz' 108'107'zz3.zz5'and z26Ocean Breeze Circle,a,well as 1O3wvv6mAve and zu4wxv8^ Ave.) o. We continue to reach out into the BB CRA district for additional Neighborhood Revitalization candidates via word of mouth,discussions with code enforcement and through our partnership with the Boynton Beach Police Department. Additionally,wehave partnered with the Community Caring Center ofPalm Beach. During anevent that they held for seniors otThe First Presbyterian Church we conducted a presentation on our Neighborhood Revitalization program and distributed flyers and applications. vvecontinue mwork with Pathways unProsperity and Healthier Boynton Beach otSt.John Missionary Baptist church. Healthier Boynton Beach has already committed to volunteering to help with a new Critical Repair project over the next several months.(see attached updated Project Client listing) Visit Our Restores At� l9QONorth Federal Highway,Delray Beach,Florida B4O3°58l-4:55-444l 1121 273Se�hI}inimB3g6wa�Boca Doton`�lo�6u33432°56l 362-7204 �� 5. During this period of time there were 5 workshops held for Homeowners and prospective homeowners. Topics included hurricane preparedness and home energy savings tips in partnership with Lowe's,bank fraud prevention with Wells Fargo,home fire safety and prevention and insurance claims in partnership with Arden Insurance. In addition to the activities stated above we were pleased to have the involvement of numerous volunteers,corporate partners,and church and community organizations totaling more than 256 volunteers that completed over 1400 volunteer hours in the Heart of Boynton from July 1,2019— September 30,2019. For the second quarter of this grant we are submitting hard costs of$19,628.96 with the understanding per the Agreement to Fund that we can only request reimbursement for each quarter in the amount of $18,750.Should you require any additional details or documentation,please do not hesitate to let me know. Thank you for your continued partnership. Pamela Bonino Director—Grants&Administration CONSTRUCTION AT 127/129 N.E.12TH AVENUE-VILLA A&B ROOF INSTALLATION AT 127/129 N.E.12TH AVENUE-VILLA A&B MR i INTERIOR FRAMING at VILLA A&B-127/129 N.E.12T"AVENUE Qtll o r, Y S I; F A'l Y r i it z h Mt � .v WELLS FARGO TEAM AT 127/129 NE If'AVENUE � f _ t f � k t�- ILII V I 110 NW 6TH AVENUE-LOT CLEARING Oil t u - t � 1." 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SUBJECT: Financial Report Period Ending December 31, 2019 SUMMARY: Attached is the CRA's monthly financial and budget report for the period ending December 31, 2019 (see 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/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan and FY2019-2020 CRA Budget CRA BOARD OPTIONS: Approve the C RA's monthly financial report for the period ending December 31, 2019. ATTACHMENTS: Description D Attachment I - Monthly Financial Report for Period Ending December 31, 2019 o Attachment II -Statement of Revenues, Expenditures and Changes in Fund Balance Report D Attachment III - Budget Comparison Schedule 00 0 0 0 0 0 0 09 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V7 L `4 r, c-I 7 O O O O O V O M to O O Ln to W m O c-I N O to O 7 7 n O N 7 O O M 7 OO ,� m 7 m O O O O O N O c-I W O O W O to Ln Ln to O c-I to O to to m O n Ln O O Ln m co O c-I Ln O O O O OLn O 7 4 O O m c-I m O W Ln N m to O n to to O N m O O N O o0 O O m 7c O n co to n co co m co n O co M n M W m O O m n w i�f� i0 y rar A+ N c Y/ EN O4 O O O O m m O O N O to to O O N 7 M O m O Ln N 7 O Ln M N O M 7 0 0 0 to C O Ln l0 7 M m 7 O n O -! W O O M M O O m O 7 O -! 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O O Z O N O W + oo O Il Q m N N c W 4 N N O O ~ ti N O O LNf1 Lf�1 O M O N a m 6 Ln ti m ti rn to N M W 7 Ln (l C to 41 m O O O O It I9 O O O O O O O O O 3 m f6 u H LL Ln O O Ln W N O N u m m N N O Ln M N O m W E M N ry 7 u C W 45 0 O F t O M 4) 00 Z Z D U_ W W In � Q u W W z Q CO W � W ro C LL O O O CL N OC bb � m �+ tV N 0 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-December 26,2019 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 13,949,934 13,949,934 Marina Rent&Fuel Sales 168,023 168,023 Contributions and donations - - - - Interest and other income 64,539 51,378 131 116,047 Total revenues 14,182,495 51,378 131 14,234,004 EXPENDITURES General government 881,615 - - 881,615 Redevelopment projects - 709,553 709,553 Debt service: - Principal - Interest and other charges - - - Total expenditures 881,615 709,553 - 1,591,168 Excess(deficiency)of revenues over expenditures 13,300,880 (658,175) 131 12,642,836 OTHER FINANCING SOURCES(USES) Funds Transfers in - - - Funds Transfers out Total other financing sources(uses) - - Net change in fund balances 13,300,880 (658,175) 131 12,642,836 Fund balances-beginning of year 2,402,302 11,105,679 91,183 13,599,164 Fund balances-end of year 15,703,182 10,447,504 91,314 26,242,000 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. 1 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (A Component Unit of the City of Boynton Beach, Florida) Budgetary Comparison Schedule General Fund Through Year to Date -December 26, 2019 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 13,816,071 $ 13,816,071 13,949,934 Marina Rent& Fuel Sales 1,100,000 1,100,000 168,023 Interest and other income - - 64,539 Other financing sources(uses) 50,000 50,000 - Total revenues 14,966,071 14,966,071 14,182,495 EXPENDITURES General government 4,157,606 4,157,606 881,615 Total expenditures 4,157,606 4,157,606 881,615 Excess of revenues over expenditures 10,808,465 10,808,465 13,300,880 OTHER FINANCING SOURCES (USES) Carryover fund balance - Transfers out (10,808,465) (10,808,465) - Total other financing sources(uses) (10,808,465) (10,808,465) - Net change in fund balances $ - $ - 13,300,880 Fund balances-beginning of year 2,402,302 Fund balances-end of year 15,703,182 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: January 6, 2020 OLD BUSINESS AGENDAITEM: 14.A. SUBJECT: Consideration of a Purchase and Sale Agreement for the property located at 209 N. Seacrest Boulevard SUMMARY: In late September 2019, the owners of the properties located at 209 and 217 N. Seacrest Boulevard (see Attachment 1) offered to sell the parcels to the C RA for three million ($3,000,000) dollars, the amount equal to the combined value of the appraised values (see Attachments I I & 111). The two combined properties total approximately 1.29 acres and are currently zoned C-2 (Neighborhood Commercial). The CRA Plan provides a recommendation for the property to be Mixed Use Medium, with 40 du/ac and a height maximum of 65 feet, with potential TOD bonuses under the Workforce Housing Ordinance. The combined parcels could also accommodate approximately 30,000 -40,000 square feet of residential, office, and retail uses. The contract terms approved by the CRA Board at their December 10, 2019 meeting for the purchase of 209 N. Seacrest Boulevard are as follows: • $1.4 million sale price with a$100,000 deposit. • For consideration of the length of time between execution and closing, $50,000 of the deposit would be released to the Seller 60 days after contract execution. The full $100,000 deposit will be credited to the CRA at closing. • The CRA will perform an inspection of the building. If the repairs exceed a $50,000 cap, the purchase price would be renegotiate. • Closing would not take place until such time as all of the existing lease agreements have ended and the building can be closed as "vacant" which we discussed would be best to say an October 31, 2020 closing (see Attachment (IV). • Seller shall maintain all aspects and responsibilities, including rent, under his the terms of the current leases until expiration and closing. • Seller agrees not to refinance or take out any funding or loans against the property for the duration of time prior to closing. CRA staff and legal counsel have prepared a Purchase and Sale Agreement for review by the property Owner and the CRA Board as outlined above (see Attachment V). FISCAL IMPACT: Fiscal Year 2019-2020 Budget, Project Fund, Line Item, 02-58200-406 (Future Redevelopment Projects), $833,812 available. Fiscal Year 2020-2021 Budget: Balance of funding to close on 209 N. Seacrest Boulevard. CRA P LAN/P ROJ ECT/PROGRAM: 2016 CRA Redevelopment Plan and 2010 Downtown Vision and Master Plan CRA BOARD OPTIONS: 1. Approve the Purchase and Sale Agreement for the CRA's acquisition of the property located at 209 N. Seacrest Boulevard for the price of $1,400,000 under the terms and conditions set forth in the Agreement. 2. Do not approve Purchase and Sale Agreement for the CRA's acquisition of the property located at 209 N. Seacrest Boulevard for the price of $1,400,000 under the terms and conditions set forth in the Agreement. 3. Other direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II -209 N. Seacrest Boulevard Appraisal D Attachment III -217 N. Seacrest Boulevard Appraisal D Attachment IV - Lease Agreements -209 N. Seacrest Boulevard D 209 N. Seacrest Boulevard Purchase and Sale Agreement k G E i � I LU lu t iiII ' t 'q�' , x. tt 1 - << t t r 1) tt 6 x Ao t I 1 w 4. I t r i ( { ! 1 APPRAISAL REPORT Boynton Beach Municipal Building 209 N Seacrest Blvd, Boynton Beach, FL 33435 Market Value: $1,400,000 as of July 11, 2019 foe u Property Identification: Report Prepared By: Report Prepared For(Client): 209 N Seacrest Blvd, Boynton Beach, FL Jonathan Whitney, MAI, State-Certified General Michael S.Weiner, Esquire 33435 Real Estate Appraiser RZ2943 Sachs Sax Caplan, P.L. Tax Parcel ID(s): 08-43-45-28-10-004-0221 Aucamp, Dellenback&Whitney Appraisers 6111 Broken Sound Pkwy, Tax Assessment:$748,194 2018 1900 NW Corporate Blvd,215 E Suite 200 Annual Tax Amount: $19,009(2018) Boca Raton, FL 33431 Boca Raton, FL 33487 Delinquent Taxes: No 561-998-9326 Owner: Boynton Boundless, LLC jonoadw-appraisers.com Date of the Report:July 26,2019 (File#: 19-0940D) •• • •- Purpose: To estimate market value in"as is"condition Interest Appraised: Fee simple interest Client: Michael Weiner Intended User The intended user of this report is Michael Weiner and-or assigns Intended Use: The intended use of the report is to provide information for use in making business decisions. Report Format: Appraisal Report(Form) Inspection Date: July 11,2019 Effective Date: July 11,2019 Report Date: July 26,2019 Competency Rule: We had the knowledge and experience necessary to complete this assignment competently at the time of its acceptance. Hypothetical Conditions: None Extraordinary Assumptions None Valuation Approaches: The sales comparison approach provides an estimate of market value based on an analysis of comparable property sales. Other: Jonathan Whitney inspected the readily accessible areas of the subject site and improvements, performed the research and analysis,and wrote this report. Pagel of 25 Subject Property Name: Boynton Beach Municipal Building Address: 209 N Seacrest Blvd, Boynton Beach, FL 33435 Location: Within the municipality of Boynton Beach, Palm Beach County, Florida Legal Description: Lots 23,24,25,26 and 27,and the South 7 feet of Lot 22, Block 4, BOYNTON HEIGHTS,according to the Plat thereof,as recorded in Plat Book 10, Page 64,of the Public Records of Palm Beach County, Florida; LESS the additional right-of-way for Seacrest Boulevard as shown in Road Plat Book 5, Page 182,of the Public Records of Palm Beach County, Florida.(Source:Warranty Deed) Current Owner: Boynton Boundless, LLC Ownership History: No arm's length transactions involving the subject have occurred in the prior three years. Items Received: Leases Market Data Sources: Costar Realty(subscription service), LoopNet.com(subscription service), Multiple Listing Service (subscription service), PwC Real Estate Investor Survey(subscription service),published reports from national brokerage firms, RealQuest(subscription service),Site-To-Do-Business(subscription service), Floodmaps.com(subscription service), RealtyRates.com (subscription service), Marshall Valuation Service(subscription service), local county property appraiser's records(public records), Circuit Court recordings(public records),and appraisal files in this office Types of Data: Office and retail building sales Geographic Area: Primary: Boynton Beach;secondary: Palm Beach County;tertiary: South Florida Verification: Sales were verified by a party to each transaction,unless otherwise noted. The subject neighborhood is the downtown area of Boynton Beach.This downtown area is the greater area surrounding the intersection of Boynton Beach Blvd and Federal Hwy.The neighborhood is in the revitalization stage of a typical neighborhood life cycle. Boynton Beach Blvd is a four-lane,traffic artery with an interchange with 1-95. Seacrest Boulevard is a collector roadway in the eastern part of the neighborhood. Federal Hwy is the primary north-south thoroughfare. Local streets connect with Boynton Beach Boulevard and Federal Hwy. Overall,the roadway network is good. Most of this neighborhood corridor was developed with single-family homes in the 1940s and 1950s. Some of these buildings have been converted to commercial use by single occupants. Lots are relatively small and most conducive to use by small buildings.The eastern end of the neighborhood was initially developed with some small, low-intensity commercial buildings. The City and the CRA(Community Redevelopment Agency)has been actively encouraging a more intensive downtown over the years.The downtown had a relatively low profile until three major redevelopment projects were completed during recent years. Marina Village along E Ocean Avenue was completed in 2006 with up to 14 floors of several hundred residential condominium units above 20,000 SF of first floor retail space. Residential units are being listed around$250,000 to$350,000. The Promenade along N Federal Highway was completed in 2009 with 14 floors of 323 residential condominium units above 19,000 SF of first floor retail space.The loan note on the unsold inventory of approximately 250 units was sold to a prominent South Florida developer,The Related Group.This buyer subsequently took title in a"friendly foreclosure"and changed the name to Casa Costa.These units are being listed around$350,000 and greater. 500 Ocean is a major new project that has recently completed construction with 341 residential units and 20,000 SF of commercial space at the southwest corner of Federal Highway and E Ocean Avenue.The apartments are renting from$1,500 to$2,500 per month. Boynton Beach's former City Hall is currently being redeveloped into Boynton Beach Town Square.This 16-acre site along the south side of Boynton Beach Boulevard will consist of a large new municipal and cultural complex. The local office market is generally improving.The price per square foot shows year-over-year increases,though the sales volume for 2016 was the highest in recent years.The median Days-on-Market(DOM)have been less than eight months for the past four years. According to Costar, Palm Beach County office rents have been increasing(year-over-year)and vacancy has been generally decreasing(year-over-year). • Asking rental rates in Palm Beach County have increased by 1.5%from early 2018 to early 2019,which is less than recent annual increases. • The vacancy rate in Palm Beach County slightly decreased from 10.0%to 9.9%from early 2018 to early 2019. The subject is located within the Boynton Beach submarket.The following bullet points relate to the subject's submarket: • Quoted rents in the subject submarket are less than the asking rent for Palm Beach County. • Vacancy in the subject's submarket at 8.9%is less than the average vacancy rate for South Florida. • No new construction is occurring in this submarket. • Year-over-year trends in the subject's submarket of Boynton Beach include the following: o Asking rental rates within the subject's submarket have increased by 3.7%during the past year. o The vacancy rate decreased 1.8%the past year. Page 2 of 25 No arm's length transactions involving the subject have occurred in the prior three years.The subject is not listed for sale on the open market and is not encumbered by a purchase and sale agreement. • • Bldg Size 6,961 SF Source of Bldg Area PAPA Site Size 12,569 SF Property Type Office Yr. Built 1961 Current Use Office-retail Rem. Econ. Life 25 years Occupancy owner vs.tenant/% 100%by tenants Quality Average to Good Zoning C2(Neighborhood Commercial Condition Good Conformance to Zoning No,grandfathered-in Date of Inspection July 11,2019 Property Inspected by Jonathan Whitney FEMA Flood Zone X The subject has a parking ratio of 1.9 spaces per 1,000 SF of building,which is insufficient for its use,though average for the local area;additional public parking is located on public streets. In 1961,the subject was improved with a two-story office building that is currently being used by the City of Boynton Beach(Police and Utility Services)as well as a real estate office, both related to the development across the street from the subject(new municipal complex).The functional utility of the space is below average;the layout is very choppy in areas,and the second floor tenant must travel through the first floor tenant's space to reach the stairs. It is best suited for a single occupant as there is multiple interior connection points throughout the space.The subject's roof was significantly repaired in recent years,and 12 years ago,the building underwent a gut renovation;a portion of the second floor was previously used as an apartment.The leases will expire in May and June of 2020,and have renewal options.We estimate renewals are not likely since the new municipal complex will be complete next year,and the subject tenants will vacate.The current annual gross rent is$126,000,or$18.10/SF.This rate is similar to market rent for the area,given the low parking ratio. As vacant:The subject property is attractive for development of a residentially-focused mixed-use project,possibly in conjunction with surrounding uses, utilizing the available intensity under an easily secured administrative zoning change to MU-2 or MU-3,which would allow for 40 to 50 units per acre plus a height of 75'.These mixed-use projects appear financially feasible in the local market based on recent nearby developments.The highest and best use is for immediate development of a residentially-focused mixed-use project, with possible assemblage with surrounding uses. As improved:The property is improved with an older commercial building that is leased to two tenants:the City of Boynton Beach on the first floor and a real estate firm on the second floor.The land value is estimated to be around$35 to$40/SF,which is much less than the value as improved under the fee simple ownership(about$110/SF land).The buildings could not be developed as they exist today,based on inadequate parking.An owner user is the most probable purchaser on the subject based on sale trends.The highest and best use as improved is for use of existing office building by a single occupant. However,based on surrounding uses and the available intensity for development per the zoning code,the subject could be assembled and redeveloped. The most probable purchaser is an owner user, based on the sales data.The subject is only leased for the short term and will become available for an owner user within the year. The cost approach is based on the principle of substitution that states an informed purchaser will not pay more for a property than the cost of reproducing a property with identical improvements having the same utility.This approach consists of estimating value for the site as vacant,adding direct and indirect costs of construction,deducting an estimate of accrued depreciation,and adding an appropriate entrepreneurial profit. Based on the subject's age,and the difficultly in determining an appropriate deduction for depreciation,this approach is not useful. The sales comparison approach is also based upon the principle of substitution whereby similar properties within competitive markets will realize similar prices.An informed purchaser would not pay more for the subject property than the cost to acquire another property with the same amenities and utility. The income capitalization approach is based on the principle of anticipation whereby an investor expects benefits to be derived in the future. In evaluating future benefits,an informed purchaser will analyze income as well as how change affects income-producing characteristics of the property.This approach consists of analyzing a property's income and deducting appropriate expenses as well as evaluating appropriate capitalization methods.The most probable purchaser is an owner user and rents do not support prices paid by owner users;therefore,this approach is not useful. The final step in the valuation process is reconciliation of the value indications into final values by analyzing the appropriateness, accuracy and quantity of evidence in each approach. The sales comparison approach is a method for estimating the subject's value by analyzing sales of similar property.A search of the immediate area provided a sufficient number of useful sales(comparables).The addenda show a map,summary chart,and photographs of these properties.The unadjusted prices are presented with the most relevant unit of comparison: price per building square foot. The unadjusted sale prices range from$145 to$278/SF of building.After adjustments for market conditions,location, parking ratio, FAR,building size,year built/condition,and utility,the sale prices have an adjusted price range of$187 to$209/SF and have a mean of$196/SF. Our analysis indicates a reasonable value is$200/SF,or$1,400,000,rounded.We conclude the sales comparison approach indicates a value in"as is"condition of the fee simple interest is$1,400,000. Page 3 of 25 • • The quality of market data in these approaches is good,and the methods of analysis are appropriate and reasonable.The sales comparison approach includes sale prices above and below the subject's value on a per square foot basis as well as above and below the subject's value on an absolute basis.The sales data are good and the value is well supported. Effective Date of Value Interest Appraised As Is Market Value Jul 11,2019 Fee sim le $1,400,000 • Reasonable Ex osure Time: 12 months or less Marketin Time O inion: 12 months or less The most robable urchaser of the sub ect is an owner user, based on sales of similar ro ert . None 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 typically motivated; 2. Both parties are well informed or well advised,and acting in what they consider to be their own best interests; 3. A reasonable time is allowed for exposure to the open market; 4. Payment is made in terms of cash in U.S.dollars or in terms of financial arrangements comparable thereto;and 5. The price represents a normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Source: 12 CFR 34.42(g). The intended user of this report is Michael Weiner and-or assigns.The intended use is for business decisions. This Appraisal Report conforms to USPAP requirements. I certify that,to the best of my knowledge and belief: • The statements of fact 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, impartial,and 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 personal interest with respect to the parties involved. • I have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. • My engagement in this assignment was not contingent upon developing or reporting predetermined results,a specific valuation, or the approval of a loan. • My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result,or the occurrence of a subsequent event directly related to the intended use of this appraisal. • 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 Standards of Professional Appraisal Practice of the Appraisal Institute. • The reported analyses,opinions,and conclusions were developed,and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. • The reported analyses,opinions,and conclusions were developed,and this report has been prepared, in conformity with the requirements of the State of Florida. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. • Jonathan Whitney made a personal,visual inspection of the readily accessible areas of the property that is the subject of this appraisal. No one provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. • As of the date of this report,we have completed the continuing education program of the State of Florida. • As of the date of this report,Jonathan Whitney has completed the continuing education program of the Appraisal Institute. • The undersigned provided services,as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period preceding acceptance of this assignment. _ July 26,2019 Jonathan'Vhitney,MAI State-certified General Real Estate Appraiser RZ2943 Page 4 of 25 p111111111111111 1 - ® . . I . This appraisal is subject to the following contingent and limiting conditions: 1. The legal description and maps are assumed to be correct. 2. No responsibility is assumed for matters which are legal in character,nor is any opinion rendered as to title,which is assumed to be good and marketable.Any existing liens or encumbrances have been disregarded,and the property is appraised as free and clear. This appraisal is made,assuming that all public improvements of any kind affecting the property appraised are fully paid for, unless otherwise specifically set forth in the property description. 3. No survey has been made of the property on behalf of the appraisers and no responsibility is assumed in connection with such matters.The sketches contained in this report are for illustrative purposes only and are included to assist the reader to better visualize the property.The information furnished by others is believed to be reliable and no responsibility is assumed for its accuracy. 4. In this report,the distribution of the total valuation between land and improvements applies only under the existing program of utilization.The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 5. Possession of this report,or a copy thereof,does not carry with it the right of publication, nor may it be used for any purpose by any but the recipient without written consent of the appraiser. 6. The contract for appraisal,consultation,or analytical service is fulfilled and total fee is payable upon completion of the report.The appraisers will not be required to give testimony in court or hearing because of having made the appraisal in full or in part,nor engage in post-appraisal consultation with the client or third parties,except under separate and special arrangement and at additional fee. 7. The appraisers may not divulge material contents of the report,analytical findings or conclusions or give a copy of the report to anyone other than the client or his designee as specified in writing,except as may be required by the Appraisal Institute as it may request in confidence for ethics enforcement or by a court of law of body with the power of subpoena. 8. Liability of Aucamp, Dellenback&Whitney is restricted to the client.Aucamp, Dellenback&Whitney has no accountability or liability to any third party. 9. It is assumed there are no hidden or unapparent conditions of the property,subsoil or structures which make it more or less valuable.The appraiser assumes no responsibility for such conditions or engineering which might be required to cover these facts. No topographical survey was provided. 10. No environmental impact study,special market study or analysis,highest and best use analysis or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report.The appraiser reserves the unlimited right to alter,amend, revise or rescind any of the statements,findings,opinions,values,estimates or conclusions upon any subsequent such study or analysis or previous study or analysis subsequently becoming known to him. 11. The market value estimated and the cost used are as of the date of the estimate of value.All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate. 12. This appraisal expresses our opinion and employment to make this appraisal was in no way contingent upon reporting a predetermined value or conclusion.The fee for this appraisal or study is for the service rendered and not for time spent on the physical report. 13. The value estimated in this appraisal report is gross without consideration given to any encumbrance,restriction,or question of title unless specifically defined.The estimate of value in the appraisal report is not based in whole or in part upon race,color or national origin of the present owners or occupants of properties in the vicinity of the property appraised. 14. Responsible ownership and competent property management are assumed. 15. It is assumed that there is full compliance with all applicable federal,state and local environmental regulations and laws,unless noncompliance is stated,defined and considered in the appraisal report. 16. It is assumed that all applicable zoning and use regulations and restrictions have been complied with,unless a non-conformity has been stated,defined and considered in the appraisal report. 17. It is assumed that all required licenses,certificates of occupancy and consents or other legislative or administrative authority from any local,state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 18. It is assumed that the utilization of the land and improvements is within the boundaries of the property lines,that the property described in that there is no encroachment or trespass unless noted in the report. 19. Authentic copies of this report are signed in ink. 20. Unless otherwise stated in this report,the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls,petroleum leakage,or agricultural chemicals,which may or may not be present on the property,or other environmental conditions,were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection.The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated.The appraiser,however, is not qualified to test such substances or conditions. If the presence of such substances,such as asbestos, urea formaldehyde foam insulation,or other hazardous substances or environmental conditions may affect the value of the property,the value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. 21.The Americans with Disabilities Act(ADA)became effective January 26, 1992.The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so,this fact could have a negative effect upon value of the property.Since the appraisers have no direct evidence relating to this issue,possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered. 22.The report may contain estimates of prospective value for the subject property. Forecasts and prospective values are based upon current market conditions and trends.Aucamp, Dellenback&Whitney cannot be held responsible for unforeseeable events that alter market conditions prior to the prospective dates. 23. Acceptance and/or use of this appraisal report constitutes acceptance of the preceding conditions. Page 5 of 25 1) Subject Photographs 2) Plat/Site Map 3) Comparable Photographs 4) Subject and Comparable Location Map(s) 5) Appraiser's Qualifications 6 Copy of Appraiser's and Inspector's State Certification/License Page 6 of 25 SUBJECT PHOTOGRAPHS 3 y 5 i s= { u� rest+ v;POP,VI Facing north along N Seacrest Blvd (subject's south and east elevations shown) i � C i i } S Y. 1 7 3 GF +l t yt r t i � s ,. — '��1�� t`f#° +. i. � �- .,,}. >P'2 7;. ,,, %yr' ✓y''2f :f y t l-.y „�. Jr ��r�dF,tl ?� i�ii'sy S�. �nY�, rtf tb � GS �PV�ra-:� ,;z 7, t, 4a y 1 jai ,�"P` .yrx c-k-�'.4i �.';��i.� f��.'�,it� syr.,&✓?�,�,,y�"'`�YA�vt P;�i� 7��jJ�tc:��t�.u;"�S s'�f=..;Eft �2�Rsv�s.i.�l fy ip_gt,-.<a7"�ia'��Sd�v�'},,�:yAt �t��}�'��'d�+ He -.�� y,-. A M � Facing south along N Seacrest Blvd with subject on the right Page 7 of 25 =F a $r f ,l 9 Yu Open work area P+1 1t��1 s Conference room Page 8 of 25 ts,4 �ti rkt>i<x ssrsi}}7i��lH s t � s ��Ss��t1s4\rt��tss�}{ Ftamxu�s si i ti to `— isil(y}lt Vit t i��s1� tintS��}}s��1 ft i} S ter, Typical restroom B �,'�� sl4s��l�sw {1 i t r, '`� ✓s r }s7 U at - h,--- �4 �--�7t �. i t ■� t ~ Hallway Page 9 of 25 SITE MAP (subject is outlined in red) r � ` � � f ' � ,Jr��-wh WV C3€s�g�Ftsn FSsarh�11vci '�' '� r � � { 9.�BCaynton[§��CiY E3E1+d 4�Fr� ra 9an, N Page 10 of 25 SALES COMPARISON APPROACH SUMMARY OF COMPARABLES Municipality Bldg,209 N Seacreast Blvd.,Boynton Beach,Florida(19-0940D) ADW Property# 9602 9715 6335 7881 6438 6453 Property Name Municipality Fmr Art Glass Weiss Memorial N.M.S. Marine Scenes Dixie Bldg Bldg Chapel Holdings Address 209 N Seacreast 440 SE 5th Ave 202 E Boynton 12 S Dixie Hwy 805 N Federal 516 N Dixie Hwy Blvd. Beach Blvd Hwy City Boynton Beach Delray Beach Boynton Beach Lake Worth Boynton Beach Lantana Sale: Sale Price N/A $2,450,000 $835,000 $645,000 $360,000 $429,000 Sale Status N/A Closed Closed Closed Closed Closed Marketing Period N/A 11 months 5 months 3 months Not available 2 months Date of Sale N/A Mar-19 Dec-18 Aug-18 Oct-17 Jun-17 Price/SF Bldg N/A $270 $278 $145 $200 $213 Site: Site Size Acres 0.29 0.65 0.30 0.13 0.12 0.13 Site Size SF 12,569 28,377 12,898 5,601 5,436 5,606 Floor Area Ratio 0.55 0.32 0.23 0.80 0.33 0.36 Zoning C2 GC C3 DT C4 C1 Prkg Ratio/1,000 SF 1.90 2.31 5.67 3.36 2.23 2.48 Building: Property Type Office Retail Retail-Office Office Retail-Office Office Building Size(SF) 6,961 9,090 3,000 4,460 1,796 2,018 Year Built 1961 1963 1952 1978 1954 1951 Condition Good Avg to Good Good Good Avg to Good Good Quality Avg to Good Avg to Good Avg to Good Avg to Good Average Avg to Good Stories Two One One Two One One Economics: Occupancy 100% 100% 0% 50% 100% 100% Single/Multiple Multiple Single Single Multiple Single Multiple Occupant Tenants Buyer Future Tenant Buyer Buyer Buyer Page 11 of 25 ADJUSTMENTS TO COMPARABLES Municipality Bldg,209 N Seacreast BIS., Boynton Beach, Florida(19-0940D) • • • • • Sale Status N/A Closed Closed Closed Closed Closed Sale Date N/A Mar-19 Dec-18 Aug-18 Oct-17 Jun-17 Floor Area Ratio 0.55 0.32 0.23 0.80 0.33 0.36 Parking Ratio 1.90 2.31 5.67 3.36 2.23 2.48 Building Size(SF) 6,961 9,090 3,000 4,460 1,796 2,018 Year Built 1961 1963 1952 1978 1954 1951 Condition Good Avg to Good Good Good Avg to Good Good Quality Avg to Good Avg to Good Avg to Good Avg to Good Average Avg to Good Stories Two One One Two One One Unadjusted Price/SIF Bldg NIA $270 $278 $145 $200 $213 Transactional Adis: Market Conditions SIMILAR SIMILAR SIMILAR INFERIOR INFERIOR Adjustment 0% 0% 0% 10% 10% Adjusted Price/SF $270 $278 $145 $220 $234 Pro pgrty Adjs: Location SUPERIOR SIMILAR INFERIOR INFERIOR INFERIOR Adjustment -10% 0% 15% 10% 5% Parking Ratio SIMILAR SUPERIOR SUPERIOR SIMILAR SIMILAR Adjustment 0% -10% -5% 0% 0% FAR SUPERIOR SUPERIOR INFERIOR SUPERIOR SUPERIOR Adjustment -10% -10% 10% -10% -10% Building Size(SF) SIMILAR SMALLER SIMILAR SMALLER SMALLER Adjustment 0% -5% 0% -10% -10% Year Built/Condition SIMILAR SIMILAR SIMILAR INFERIOR SIMILAR Adjustment 0% 0% 0% 5% 0% Utility SUPERIOR SUPERIOR INFERIOR SIMILAR SUPERIOR Adjustment -5% -5% 10% 0% -5% Net Adjustment -25% -30% 30% -5% -20% Adjusted Price/SIF NIA $202 $195 $188 $209 $187 Gross Adjustment N/A 25% 30% 40% 45% 40% UNADJUSTED PRICES •• Range Minimum $145 Range Maximum $278 ADJUSTED PRICE STATISTICS Range Minimum $187 Range Maximum $209 Standard Deviation $10 Mean $196 Page 12 of 25 MAP OF COMPARABLES Lake Worth 9 Lake Worth Corridor John Improved Sale No. 3 Phnce Pa4K! (A—1A) c8i 2, Atianfis ana 0 ............................ Ljjijlij,�oy ed Sa I e N o, Qlapn C.1 AD Aberdeen C11 Sublect Proper"ty I .% Improved Sale No. 4 Boyntbn 1-- Sun Valley Beach Ocean Ridge lndianSpring ,`9 K Improved Sale No. 2 Country CIib S, Briny Breezes 4 Goilf Gulf Stream Dunes Road ........... Ire roved Sale No. I ,9 High Point DeIrXaBeach -Cob Page 13 of 25 COMPARABLE 1 e s t ti J - y F;4£^'t Y�1U7}tiSSistyhit l,4 s��i � ,£<-11t vi \syu\iii ,t 1Vy11 afy�y ,�l itw\F)}sri6�\v - General Data Property Name: Fmr Art Glass Property Type: Retail, Retail Other Address: 440 SE 5th Ave, Delray Beach, Florida 33483 County: Palm Beach Parcel ID: 12-43-46-21-01-002-0020 Legal Description: OSCEOLA PARK LTS 2 THRU 4 (LESS E 5 FT US HWY 1 R/W) & LT 5 (LESS E 5 FT& RTN CRV US HWY 1 R/W) BLK 2 Site Data Site Size: 0.65 acres or 28,377 SF Floor Area Ratio (FAR): 0.32 Zoning: GC Parking Ratio: 2.3 spaces per 1,000 SF Site Remarks: Located on a corner along Federal Hwy just south of the CBD boundary for downtown Delray Beach Building Data Use/Finish: Retail Size SF: 9,090 Year Built: 1963 Condition: Avg to Good Quality: Avg to Good Stories/Floors: One Building Remarks: Extensively renovated in 2002. Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Owner Page 14 of 25 Sale Data Sale Status: Closed Price: $2,450,000 Price/SF of Building: $269.53 Sale Date: March 2019 O.R. Book-Page: 30501-0695 Grantor: Shield Investment Group, Inc Grantee: 440 SE 5th Ave, LLC Property Rights: Fee simple Financing: 70% LTV via BB&T Marketing Period: 11 months Listing Price at Sale: $2,700,000 Prior Transactions: None in previous three years Verification Source: Todd Wilson, Listing broker, via MLS, Jonathan Whitney, July 2019 (19- 0940E) Sale Remarks: Believed to have been purchased by an owner user. Property consisted of a large open showroom and some office areas. Floor plan was a bit disjointed. Page 15 of 25 COMPARABLE 2 5 5£ _ Ya t` k r 1 General Data Property Name: Weiss Memorial Chapel Property Type: Retail, Retail Other Address: 202 E Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-003-0091 Site Data Site Size: 0.30 acres or 12,898 SF Floor Area Ratio (FAR): 0.23 Zoning: C3 Parking Ratio: 5.7 spaces per 1,000 SF AADT (Traffic Count): 33,915 Site Remarks: This is adjacent to the new Town Square Building Data Use/Finish: Funeral Home Size SF: 3,000 Year Built: 1952 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Financial Data Occupancy at Sale: 0% Single/Multiple Single Occupant(s): Owner Page 16 of 25 Sale Data Sale Status: Closed Price: $835,000 Price/SF of Building: $278.33 Sale Date: December 2018 O.R. Book-Page: 30337/00731 Grantor: Gloria Weiss Realty LLC Grantee: 202 E Boynton Bch Blvd LLC Property Rights: Fee simple Financing: None recorded Marketing Period: 5 months Listing Price at Sale: $890,000 Prior Transactions: None in the prior three years Verification Source: Gloria Weiss, Rep of Seller, 561-483-9835, Zach Weygandt, February 2019 (19-0203) Sale Remarks: Seller was an owner user funeral home that vacated at sale. Seller believes her contract was flipped to the recorded buyer for an additional price above $835,000, but this could not be confirmed. Seller believed improvements were going to be used, but modified for a medical-related use. Was under contract for seven months. While zoned C3, property could be rezoned for mixed-uses per the CRA's recommendation of a land use of MU medium (40 units per acre), and a zoning district of MU- 2 or MU-3 for 40 to 50 units per acre and height of 75'. Highest and best use is interim use with the existing improvements until the property can be assembled and redevelopment. Page 17 of 25 COMPARABLE 3 s }Gf IVio ilii r�t — � �L f ' i i t r ,,t S General Data Property Name: N.M.S. Holdings, LLC Property Type: Office, Office Building Address: 12 S Dixie Hwy, Lake Worth, Florida 33460 County: Palm Beach Parcel ID: 38-43-44-21-15-017-0090 Legal Description: TOWN OF LAKE WORTH LOTS 9 & 10 (LESS W23 FT RD R/W) BLK 17 Site Data Site Size: 0.13 acres or 5,601 SF Floor Area Ratio (FAR): 0.80 Zoning: DT Parking Ratio: 3.4 spaces per 1,000 SF AADT (Traffic Count): 16,400 Site Remarks: Parking located in the rear of the building Building Data Use/Finish: Office Size SF: 4,460 Year Built: 1978 Condition: Good Quality: Avg to Good Class: C Stories/Floors: Two Building Remarks: Two-story office bldg built-out for multiple tenants Financial Data Occupancy at Sale: 50% Single/Multiple Multiple Occupant(s): Buyer Page 18 of 25 Sale Data Sale Status: Closed Price: $645,000 Price/SF of Building: $144.62 Sale Date: August 2018 O.R. Book-Page: 30122-01293 Grantor: HH 12 South Dixie, LLC Grantee: NMS Holdings, LLC Property Rights: Fee simple Financing: N/A Marketing Period: 3 months Listing Price at Sale: $750,000 Prior Transactions: Sold in October 2015 for$565,000 Verification Source: Todd Everett, listing broker, on-site, Andrew Sperling, June 2018 (18- 0834) Sale Remarks: 2 tenants were located on the first floor at time of purchase on month-to- month arrangements while the second floor was vacant. Buyer intends to occupy a portion of the space and lease out the remainder to tenants. A Building Analysis Report indicated the roof, electrical system, HVAC, and apparent water intrusion need immediate replacement or modification. A price amount for these renovations was not listed in the report, however the buyer estimated the price to repair these issues is $50,000, which resulted in a lower purchase price as shown. Page 19 of 25 COMPARABLE 4 r � s t s f� �� '1� '•i' H i f General Data Property Name: Marine Scenes Property Type: Retail, Retail Other Address: 805 N Federal Hwy, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-21-32-001-0170 Legal Description: LAKE ADD TO BOYNTON LT 17 (LESS ELY 17 FT N FED HWY R/W) BLK 1 &20 FT ABND PT OF ALLEY LYG W OF &ADJ TO Site Data Site Size: 0.12 acres or 5,436 SF Floor Area Ratio (FAR): 0.33 Zoning: C4 Parking Ratio: 2.2 spaces per 1,000 SF AADT (Traffic Count): 22,067 Site Remarks: Property is located north of downtown Boynton Beach Building Data Use/Finish: Retail Size SF: 1,796 Year Built: 1954 Condition: Avg to Good Quality: Average Class: C Stories/Floors: One Building Remarks: The size shown includes a 340-SF storage garage. Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Buyer Page 20 of 25 Sale Data Sale Status: Closed Price: $360,000 Price/SF of Building: $200.45 Sale Date: October 2017 O.R. Book-Page: 29442-0969 Grantor: Miami Aqua Culture, Inc. Grantee: Seaquatic Holdings, LLC Property Rights: Fee simple Financing: $288,000 (80% LTV) by Bank of America Marketing Period: Not available Listing Price at Sale: $395,000 Prior Transactions: None in prior three years Verification Source: Confidential rep of seller, Sarah Brand, August 2017 (17-0897) Sale Remarks: Buyer planned to occupy the property. Page 21 of 25 COMPARABLE 5 a t 2 m} - f s r vYI I� F G L General Data Property Name: Dixie Bldg Property Type: Office, Office Address: 516 N Dixie Hwy, Lantana, Florida 33462 County: Palm Beach Parcel ID: 40-43-44-34-07-003-0010 Legal Description: LAKEVIEW MANORS LTS 1 &2 BLK 3 Site Data Site Size: 0.13 acres or 5,606 SF Floor Area Ratio (FAR): 0.36 Zoning: C1 Parking Ratio: 2.5 spaces per 1,000 SF AADT (Traffic Count): 20,549 Site Remarks: Fenced-in storage yard Building Data Use/Finish: Office Size SF: 2,018 Year Built: 1951 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Building Remarks: Building was divided into two bays and was updated in recent years. Financial Data Occupancy at Sale: 100% Single/Multiple Multiple Occupant(s): Buyer Page 22 of 25 Sale Data Sale Status: Closed Price: $429,000 Price/SF of Building: $212.59 Sale Date: June 2017 O.R. Book-Page: 29209-172 Grantor: Dixie Management, LLC Grantee: Cerruti Holdings, LLC Property Rights: Fee simple Financing: 51% LTV via private lender Marketing Period: 2 months Listing Price at Sale: $439,000 Prior Transactions: Sold for$250,000 in May 2016 and $180,000 in December 2015 Verification Source: Daniela Amoroso, listing agent, via MLS, 954-461-4002, Sarah Brand, August 2017 (17-0968) Sale Remarks: Buyer planned to occupy the property for office use. APPRAISER QUALIFICATIONS AND LICENSE Page 23 of 25 JONATHAN D.WHITNEY, MAI Aucamp, Dellenback&Whitney 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 jon(a)-adw-appraisers.com 561-609-2884 Professional Experience Aucamp, Dellenback&Whitney, 2003 - Present (16 years) Real Estate Appraisers &Consultants • Principal, 2015 - Present • Commercial Real Estate Appraiser, 2003 - Present Jonathan Whitney is known for his extensive knowledge of the South Florida commercial real estate market. He heads the team of seven commercial real estate appraisers for independent Aucamp, Dellenback& Whitney (ADW), and values all major real property types: industrial, office, retail, and multifamily. Valuation assignments also include vacant development sites, residential subdivisions/condominiums, mixed-use buildings, and special-purpose properties. His partner, David Aucamp, SRA, heads the residential side of their firm with a separate team of seven residential appraisers. ADW's service area includes the tri-county South Florida region (Miami-Dade County, Broward County, and Palm Beach County). Clients mostly include lenders, but also include investors, property owners, developers, brokers, attorneys, CPAs, associations, municipalities, and CRAs. Real estate appraisal and consulting assignments involve estimating market value and-or market rent, and providing expert witness testimony. Valuation assignments range between relatively straight forward assignments to multiple-phased projects with complex cash flow considerations. Notable recent assignments include: • Lion Country Safari, Loxahatchee (650-acre tourist destination) • Okeechobee Business District, West Palm Beach (10-acre urban district proposed by City) • Prospect Place, West Palm Beach (proposed 9.32-acre mixed-use proposed by Time Equities) • 888 Brickell Ave, Miami(proposed 200,000-SF urban office tower by Mezerhane) • 150 & 151 Worth Ave, Palm Beach (150,000-SF "hi-street"retail, anchored by Saks &Neiman) • New River Yacht Club 11, Ft Lauderdale (proposed 349-unit multifamily tower by Related Group) • Gulfstream Point, Hallandale (proposed 297-unit multifamily tower by Florida East Coast Realty) • Atlantic Crossing, Delray Beach ($300 million urban mixed-use project by Edwards & CDS Intl) • North40, Boca Raton (350,000-SF suburban office buildings held by Mainstreet Capital) • TT Portfolio, Broward County(retail and industrial holdings totaling 480,000 SF) • DH Portfolio, Palm Beach County(office and industrial holdings totaling 520,000 SF) Education Master of Arts in Business, University of Florida, 2000 Bachelor of Science in Economics, University of Florida, 1999 Numerous Education Courses, Appraisal Institute, 2003 - Present (partial list on following page) Activities and Affiliations Florida State-certified General Real Estate Appraiser, RZ 2943, 2006 - Present Florida State-registered Trainee Appraiser, RI 11475, 2003 -2006 Page 24 of 25 Appraisal Institute, 2003- present • Board of Directors, South Florida Chapter, 2018 -2020 • Designated Member(MAI), 2013 - Present • Associate Member, 2004- 2013 Zoning Board of Adjustment, City of Boca Raton, 2013 - 2018 • Vice Chair, 2017 -2018 • Member, 2013 - 2018 NAIOP South Florida Chapter, • Member, 2019— Present Urban Land Institute (ULI) • Associate Member, 2019— Present Commercial Real Estate Development Association (NAIOP) • Member, 2019 - Present Boca Raton Federation of Homeowners (parent association for Boca), 2018 - Present • Executive Board Member, 2018 - Present Boca Raton Chamber of Commerce Member(ADW), 1990s- Present • Leadership Boca, Class of 2016 National Association of Divorce Professionals (NADP) Member, 2017 - Present Boca Raton Downtown Rotary Club Member, 2016- Present • Mayor's Ball Committee Member, 2016 - Present Community Captain, Boca Raton Bowl, 2016 - Present Mentor, Eda & Cliff Viner Community Scholars Foundation, 2016- Present Spanish River Church, 2011 - Present • Elder, Spanish River Church, 2017— Present • Member/Various Leadership Roles, 2011 —Present --------------------------------------------------------- RICK SC(}Tl.GOYERM6R JONAFH.4M JACHEN.SfCRETARY .�: rI sTATE of FLORIDA DEPARTMENT OF BUSINESS AND,PROFESSIONAL REGULATION FLORIDAf3 , I TEAPP AISAL BD oy THE CERTIFIED GBN.E :E gPf #9FIA`W R IR14`,( FJEQ UNDER THE PROVISfj3 y�UIF I iARTF,1�"475,F L s t,�`sT TurFs �i WH!I IY ' r t 1dFl hM fQQkJ,,+LAS tE TEluutsx tzzs E%PIR/iTBC)N bA :.___{�VEM'BER 3©,2Q20 Always—nyfic ,nnln-trolyFlriaalt—&.tom r ❑ Do not alter thls document in any term. O This is your liven It's unlawful f-anyou—the,than the licensee to use this d— ent. Page 25 of 25 APPRAISAL REPORT Boynton Beach Post Office 217 N Seacrest Blvd, : FL 33435 Market Value: $1,600,000 as of July 11, 2019 i t- is lY I i i i r y y Property Identification: Report Prepared By: Report Prepared For(Client): 217 N Seacrest Blvd,Boynton Beach,FL Jonathan Whitney,MAI,State-Certified General Michael S.Weiner,Esquire 33435 Real Estate Appraiser R72943 Sachs Sax Caplan,P.L. Tax Parcel ID(s): 08-43-45-28-10-004-0090 Aucamp,Dellenback&Whitney Appraisers 6111 Broken Sound Pkwy, Tax Assessment:$957,742 2018 1900 NW Corporate Blvd,215 E Suite 200 Annual Tax Amount:$23,604 2018 Boca Raton,FL 33431 Boca Raton,FL 33487 Delinquent Taxes:No 561-998-9326 Owner: Bo nton Boundless,LLC ion "a0raIsers.com Date of the ort:Jul 26,2019 (File :19-0940E) Re s- s a• Purpose: To estimate market value in"as is"condition Interest Appraised: Leased fee interest Client: Michael Weiner Intended User The intended user of this report is Michael Weiner and-or assigns Intended Use: The intended use of the report is to provide information for use in making business decisions. Report Format: Appraisal Report(Form) Inspection Date: July 11,2019 Effective Date: July 11,2019 Report Date: July 26,2019 Competency Rule: We had the knowledge and experience necessary to complete this assignment competently at the time of its acceptance. Hypothetical Conditions: None Extraordinary Assumptions None Valuation Approaches: The sales comparison approach provides an estimate of market value based on an analysis of comparable property sales. Other: Jonathan Whitney inspected the readily accessible areas of the subject site and improvements, performed the research and analysis,and wrote this report. Page 1 of 27 ENNIS= Sub ject Property Name: Boynton Beach Post Office Address: 217 N Seacrest Blvd,Boynton Beach,FL 33435 Location; Within the municipality of Boynton Beach,Palm Beach County,Florida Legal Description: Shown below(Source:Warranty Deed) Current Owner: Boynton Boundless,LLC Ownership History: No arm's length transactions involving the subject have occurred in the prior three years. Items Received: Lease Market Data Sources: CoStar Realty(subscription service),LoopNet.com(subscription service),Multiple Listing Service (subscription service),PwC Real Estate Investor Survey(subscription service),published reports from national brokerage firms,RealQuest(subscription service),Site-To-Do-Business(subscription service),Floodmaps.com(subscription service),ReaftyRates.com(subscription service),Marshall Valuation Service(subscription service),local county property appraiser's records(public records), Circuit Court recordings(public records),and appraisal files in this office Types of Data: Commercial building and land sales Geographic Area: Primary:Boynton Beach;secondary:Palm Beach County;tertiary:South Florida Verification: Sales were verified bX a 2art y to each transaction,unless otheromise noted. Ubt 10,If MO�2,QVV�4OdAlap at thereor,twor*4 to NO 0,41pftgo"or ow, .a at?WN arma camsty. Florida. gad ma.kk and wMaske rW*4*WJt I I and ftc-Wat I&DA hot lawt Im 12, 11, 4,—fdiag ft dw—W pkt(4 0 rftof*d in phd Book 14CL pftwv F.Mk RMWC&OE rahe 94ut cdggsq.FWW i. ,kgtiov XxTg1FWh*45 saawk 9"ge M Fau,vog$u4p%bra malmd smog a aw 1641*0 W'A 09464 paralki 40 tk a ok MIK of 014 tAf III,4wing It*ruarlmv%,13 Am- offi$1"N'AT xo"b 12*"r OF we 990&"hel of 40M La U, TogeoUp'shbi Lm 03,14,MW f"Wed Pod at"em,Migh Wu ft Av Ums of"o"o UOUP ROW ftMft to 04 Pht ghMof rwWdWd Is ft COW of**CkW of*&tv,"A,Cam W*MI Ur or wack CMmov normajR f1ka?A*0pw#c '00bit"W YCOMM WRIM T"T OM004 0#Pbf ft"k 1%POP K PAM 0"A Cftft RftwdL 70AWurukh; tow IT,ork id—21 U,AW QhV Math Is fvA or,W=wak 4 F"k""a GF.*U-W&W U"kk"M lbs laws of SO)gRome"fi, of ft Meg of like clymb Coon a god tor%I*wkfth Cwxz�>' -k ft"on*I 4, 1^1 POM80 Of W"gk=fMkd IN 0*W0 tf W OV Uz 17 gad W 04"Oh 12 Food of Laft Is,19, A 21 and the morgh Is(Tel artam U all in wm ftwL 4.and,"wa partersaw Lob-17 aad is-okkk h fs""t to t7 dwU, #"at N-0*1 go tow Aw 2066 4*f wbi"pw"t»Vxn„ C*"&M%ft VrWMRtaq" god hmolatkoft or r"W'd.Ka",-, Page 2 of 27 The subject neighborhood is the downtown area of Boynton Beach.This downtown area is the greater area surrounding the intersection of Boynton Beach Blvd and Federal Hwy.The neighborhood is in the revitalization stage of a typical neighborhood life cycle. Boynton Beach Blvd is a four-lane,traffic artery with an interchange with 1-95.Seacrest Boulevard is a collector roadway in the eastern part of the neighborhood.Federal Hwy is the primary north-south thoroughfare.Local streets connect with Boynton Beach Boulevard and Federal Hwy.Overall,the roadway network is good. Most of this neighborhood corridor was developed with single-family homes in the 1940s and 1950s.Some of these buildings have been converted to commercial use by single occupants.Lots are relatively small and most conducive to use by small buildings.The eastern end of the neighborhood was initially developed with some small,low-Intensity commercial buildings. The City and the CRA(Community Redevelopment Agency)has been actively encouraging a more Intensive downtown over the years.The downtown had a relatively low profile until three major redevelopment projects were completed during recent years. • Marina Village along E Ocean Avenue was completed in 2006 with up to 14 floors of several hundred residential condominium units above 20,000 SF of first floor retail space.Residential units are being listed around$250,000 to$350,000. • The Promenade along N Federal Highway was completed in 2009 with 14 floors of 323 residential condominium units above 19,000 SF of first floor retail space.The loan note on the unsold inventory of approximately 250 units was sold to a prominent South Florida developer,The Related Group.This buyer subsequently took title in a"friendly foreclosure"and changed the name to Casa Costa.These units are being listed around$350,000 and greater. • 500 Ocean is a major new project that has recently completed construction with 341 residential units and 20,000 SF of commercial space at the southwest comer of Federal Highway and E an Avenue.The apartments are renting from$1,500 to$2,500 per month. Boynton Beach's former City Hall is currently being redeveloped Into Boynton Beach Town Square.This 16-acre site along the south side of Boynton Beach Boulevard will consist of a large new municipal and cultural complex. The local retail market is generally improving.The following chart shows retail sales in South Florida.In recent years,the price per square foot has been slightly fluctuating up or down from year to year.Sales volume for 2015 was the highest in recent years.The median Days-on-Market(DOM)have been less than eight months in recent years. According to CoStar,Palm Beach County retail rents have been increasing(year-over-year)and vacancy has been generally decreasing(year-over-year). • Asking rental rates in South Florida have increased by 8.4%from early 2018 to early 2019. • The vacancy rate In South Florida slightly increased from 3.5%to 4.1%from early 2018 to early 2019. The subject is located within the Boynton Beach submarket.The following bullet points relate to the subject's submarket: • Quoted rents in the subject submarket are slightly less than the asking rent for Palm Beach County. • Vacancy in the subject's submarket at 4.3%is slightly more than the average vacancy rate for South Florida. • Some new construction is occurring in this submarket. • Year-over-year trends in the subject's submarket of Boynton Beach include the following: o Asking rental rates within the subject's submarket have increased by 1.4%during the past year. 0 The vacancy rate decreased 0.73%during the past year. Page 3 of 27 No arm's length transactions involving the subject have occurred in the prior three years.The subject is not listed for sale on the open market and is not encumbered by a purchase and sale agreement. Bldg Size 7,380 SF Source of Bldg Area PAPA Site Size 39,489 SF Pro T Retail Yr.Built 1963 Current Use Post office Rem.Econ.Life 25 ears Occuparl(owner vs.tenant I%) 100%by tenant Quality Average Zoni — - C2 Neiqhborhood Commercial) Condition I Average Conformance to Zoning No,grandfathered-in Date of Inspection I July 11,2019 Property Inspected!1y Jonathan'.Whitney FEMA Flood Zone X The subject is located at a signalized intersection and has a parking ratio of 7.6 spaces per 1,000 SF of building,which is a good ratio in the local market.In 1963,the subject was improved with a one-story office building;the existing improvements largely consist of open work areas with higher than typical clear height In the local market.The property is currently 100%occupied by a single tenant (United States Postal Service)utilizing the property as a post office.The lease was executed in June 2002,renewed in January 2013, and then again in February 2018 for an additional five-year term,expiring in January 2023.No renewal options remain.The current annual base rent is$74,929,or$10.15/SF NN.This rate is below market rent for the area. As vacant;The subject property is attractive for development of a residentially-focused mixed-use project,possibly in conjunction with surrounding uses,utilizing the available intensity under an easily secured administrative zoning change to MU-2 or MU-3,which would allow for 40 to 50 units per acre plus a height of 75'.These mixed-use projects appear financially feasible in the local market based on recent nearby developments.The highest and best use is for immediate development of a residentially-focused mixed-use project, with possible assemblage with surrounding uses. As improved:The property is improved with an older commercial building that is leased to the United States Postal Service.The land value is estimated to be around$40/SF(or$1,600,000),which is just slightly less than the value as improved under the fee simple ownership($1,750,000).Based on the property's current building features(floor-to-ceiling windows,high clear height,and open layout),good road visibility,and on-site vehicular movement/configuration,an alternative user of the space would be interested In retrofitting the space for another retail use,utilizing the existing building shell.The property is a candidate for a significant capital improvement program to increase its value in the interim until the land surpasses the value as improved and it becomes feasible to redevelop the site with a more intense use.An owner user is the most probable purchaser currently.The highest and best use as improved is for interim use of the existing retail building by a single occupant,involving retrofitting and-or a capital improvement program to increase its value in the short term until land prices surpass the value as improved and the subject Is redeveloped with a residentially-focused mixed-use project,with possible assemblage with surrounding uses. The most probable purchaser is an owner user,based on the sales data.Since the property Is leased until January 31,2023,an investor may be interested in the Income stream until the property can be sold to an owner user. ION A The cost approach is based on the principle of substitution that states an informed purchaser will not pay more for a property than the cost of reproducing a property with identical improvements having the same utility.This approach consists of estimating value for the site as vacant,adding direct and indirect costs of construction,deducting an estimate of accrued depreciation,and adding an appropriate entrepreneurial profit.Based on the subject's age,and the difficultly in determining an appropriate deduction for depreciation,this approach is not useful. The sales comparison approach is also based upon the principle of substitution whereby similar properties within competitive markets will realize similar prices.An informed purchaser would not pay more for the subject property than the cost to acquire another property with the same amenities and utility.Market data are readily available for estimating market value in the sales comparison approach. The income capitalization approach is based on the principle of anticipation whereby an investor expects benefits to be derived in the future.In evaluating future benefits,an informed purchaser will analyze income as well as how change affects income-producing characteristics of the property.This approach consists of analyzing a property's income and deducting appropriate expenses as well as evaluating appropriate capitalization methods.The most probable purchaser is an owner user and rents do not support prices paid by owner users;therefore,this approach is not useful. The final step in the valuation process is reconciliation of the value indications into final values by analyzing the appropriateness, accuracy and quantity of evidence in each approach. Page 4 of 27 The sales comparison approach is a method for estimating the subject's value by analyzing sales of similar property.A search of the immediate area provided a sufficient number of useful sales(comparables).The addenda show a map,summary chart,and photographs of these properties.The unadjusted prices are presented with the most relevant unit of comparison:price per building square foot. The unadjusted sale prices range from$165 to$288/SF of building.After adjustments for market conditions,location,sitelparking ratio,building size,year built/condition,the sale prices have an adjusted price range of$223 to$2451SF and have a mean of$236/SF, which is a relatively tight range.Our analysis indicates a reasonable value range is$235 to$240/SF,or$1,735,000 to$1,770,000, say$1,750,000.We conclude the sales comparison approach indicates a value in'as is"condition of the fee simple interest at $1,750,000. Since the property is leased for the next four years(no renewal options remain)and the most probable purchaser is an owner occupant,a discounted cash flow model is necessary.The model in the addendum shows the contract base rent payments, appropriate landlord deductions(insurance and management I administration),and the associated net operating income(cash flows) over the next four years.Additionally,the net sale proceeds in the last year are$1,890,000,which is the value of the simple interest inflated by 3%per year and then reduced by sales commissions of 4%.The cash flows are discounted at a market-driven discount rate of 8.0%annually.The net present value is$1,600,000,rounded.We conclude the value of the subject's leased fee interest in"as is"condition is$16. 00,,0,E As a point of reference,this value computes to an effective overall rate of 4.1%when using the net operating income,which is $65,301 The quality of market data in these approaches is good,and the methods of analysis are appropriate and reasonable.The sales 00 well as above quire foot basis as7 and safes 17 comparison approach includes sale prices above and below the subject's value on a per square foot basis as well as above and below the subject's value on an absolute basis.The sales data are good and the value is well supported. E Effective Date of Value Interest Appraised As Is Market Value s July 11,2019 Leased Fee $1,600,000 Reasonable Ex osure Time: 12 months or less Marketing Time OWnion: 12 months or less EMEEM0009INUMN111"Mim The most probable�purchaser of the�subject is an owner user,based on sales of similar property.However,since the property is col leased,an most would be purchaser in the income stream until the groe a can be sold to an owner user. None 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 spell date and the passing of title from seller to buyer under conditions whereby: 1. Buyer and seller are typically motivated; 2. Both parties are well informed or well advised,and acting in what they consider to be their own best interests; 3. A reasonable time is allowed for exposure to the open market; 4. Payment is made in terms of cash in U.S.dollars or in terms of financial arrangements comparable thereto;and 5. The price represents a normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. U.Source:12 CFR 34.42 ----------- rolliliji ill 1ing ill l'i ii iii EMU= moon= The intended user of this re ort is Michael Weiner and-or assigns.The intended use is for business decisions. This Ap rallsal Report conforms to USPAP requirements. 71 Page 5 of 27 I certify that,to the best of my knowledge and belief. • The statements of fact 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,impartial,and 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 personal interest with respect to the parties involved. ■ I have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. ■ My engagement in this assignment was not contingent upon developing or reporting predetermined results,a specific valuation, or the approval of a loan. • My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result,or the occurrence of a subsequent event directly related to the intended use of this appraisal. • 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 Standards of Professional Appraisal Practice of the Appraisal Institute. ■ The reported analyses,opinions,and conclusions were developed,and this report has been prepared,In conformity with the Uniform Standards of Professional Appraisal Practice. ■ The reported analyses,opinions,and conclusions were developed,and this report has been prepared,in conformity with the requirements of the State of Florida. ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by Its duly authorized representatives. ■ Jonathan Whitney made a personal,visual inspection of the readily accessible areas of the property that is the subject of this appraisal.No one provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. ■ As of the date of this report,we have completed the continuing education program of the State of Florida. ■ As of the date of this report,Jonathan Whitney has completed the continuing education program of the Appraisal Institute. ■ The undersigned has not provided services,as an appraiser or in any other capacity,regarding the property that is the subject of this report within the three-year period preceding acceptance of this assignment. July 26,2019 Jonathan%fe hitney,MAI State-certi - d General Real Estate Appraiser RZ2943 11:11 V 11111 11, This appraisal is subject to the following contingent and limiting conditions: This appraisal is 11. The legal description and maps are assumed to be correct. T legal 2 0 sit . No responsibility is assumed for matters which are legal in character,nor is any opinion rendered as to title,which is assumed to - r spo goo me be 7good and marketable.Any existing liens or encumbrances have been disregarded,and the property is appraised as free and clear. This appraisal is made,assuming that all public improvements of any kind affecting the property appraised are fully paid for,unless otherwise specifically set forth in the property description. 3. No survey has been made of the property on behalf of the appraisers and no responsibility is assumed in connection with such matters.The sketches contained in this report are for illustrative purposes only and are included to assist the reader to better visualize the property.The information furnished by others is believed to be reliable and no responsibility is assumed for its accuracy. 4. In this report,the distribution of the total valuation between land and improvements applies only under the existing program of utilization.The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 5. Possession of this report,or a copy thereof,does not carry with it the right of publication,nor may it be used for any purpose by any but the recipient without written consent of the appraiser. 6. The contract for appraisal,consultation,or analytical service is fulfilled and total fee is payable upon completion of the report.The appraisers will not be required to give testimony in court or hearing because of having made the appraisal in full or in part,nor engage in post-appraisal consultation with the client or third parties,except under separate and special arrangement and at additional fee. 7. The appraisers may not divulge material contents of the report,analytical findings or conclusions or give a copy of the report to anyone other than the client or his designee as specified in writing,except as may be required by the Appraisal Institute as it may request in confidence for ethics enforcement or by a court of law of body with the power of subpoena. 8. Liability of Aucamp,Dellenback&Whitney is restricted to the client.Aucamp,Dellenback&Whitney has no accountability or liability to any third party. 9. It is assumed there are no hidden or unapparent conditions of the property,subsoil or structures which make it more or less valuable.The appraiser assumes no responsibility for such conditions or engineering which might be required to cover these facts.No topographical survey was provided. 10. No environmental impact study,special market study or analysis,highest and best use analysis or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report.The appraiser reserves the unlimited right to after,amend,revise or rescind any of the statements,findings,opinions,values,estimates or conclusions upon any subsequent such study or analysis or previous study or analysis subsequently becoming known to him. 11. The market value estimated and the cost used are as of the date of the estimate of value.All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate. 12. This appraisal expresses our opinion and employment to make this appraisal was in no way contingent upon reporting a predetermined value or conclusion.The fee for this appraisal or study is for the service rendered and not for time spent on the physical report. 13. The value estimated in this akMsal reeort is aross without consideration jiven.to Imbrance,restriction,or question of Page 6 of 27 title unless specifically defined.The estimate of value in the appraisal report is not based in whole or in part upon race,color or national origin of the present owners or occupants of properties in the vicinity of the property appraised. 14. Responsible ownership and competent property management are assumed. 15. It is assumed that there is full compliance with all applicable federal,state and local environmental regulations and laws,unless noncompliance is stated,defined and considered in the appraisal report. 16. It Is assumed that all applicable zoning and use regulations and restrictions have been complied with,unless a non-conformity has been stated,defined and considered in the appraisal report. 17. It is assumed that all required licenses,certificates of occupancy and consents or other legislative or administrative authority from any local,state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 18. It is assumed that the utilization of the land and improvements is within the boundaries of the property lines,that the property described in that there is no encroachment or trespass unless noted In the report. 19. Authentic copies of this report are signed in ink. 20. Unless otherwise stated in this report,the existence of hazardous substances,including without limitation asbestos, polychlorinated biphenyls,petroleum leakage,or agricultural chemicals,which may or may not be present on the property,or other environmental conditions,were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection.The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated.The appraiser,however,is not qualified to test such substances or conditions.If the presence of such substances,such as asbestos,urea formaldehyde foam insulation,or other hazardous substances or environmental conditions may affect the value of the property,the value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value.No responsibility Is assumed for any such conditions,nor for any expertise or engineering knowledge required to discover them. 21.The Americans with Disabilities Act(ADA)became effective January 26,1992.The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA.It Is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon value of the property.Since the appraisers have no direct evidence relating to this Issue,possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered. 22.The report may contain estimates of prospective value for the subject property.Forecasts and prospective values are based upon current market conditions and trends.Aucamp,Dellenback&Whitney cannot be held responsible for unforeseeable events that after market conditions prior to the prospective dates. 23. Acceptance and/or use of this appraisal report constitutes acceptance of the preceding conditions. I)Subject Photographs 2)PlattSite Map 3)Comparable Photographs 4)Subject and Comparable Location Map(s) 5)Appraisers Qualifications 6)CoEy ofMraiser's and InsEector's State Certification/License Page 7 of 27 SUBJECT PHOTOGRAPHS 1 � i' 33 g c. - _ Facing subject from front parking lot(east and north elevations shown) I� II 0 �q� r„ ir�t�, i n t Facing west along W Boynton Beach Blvd with subject on the left Page 8 of 27 s{ IMI SAW S Facing subject's rear parking lot along W Boynton Beach Blvd c W x Y k North andwestelevations shown Page 9 of 27 - #'�, r� { Of Subject entrance/lobby Page 10 of 27 SITE MAP (subject is outlined in red) # t h t t� :;' � tz�M �c �, � s , �,� �`�#t 1•S�x`4�,i�C;sd{�41�\{: - i��t ".. ,� S -- ��,I, r-- �`° t 4 z rdi s� a� Page 11 of 27 SALES COMPARISON APPROACH SUMMARY OF COMPARABLES Post Office,217 N Seacrest Blvd.,Boynton Beach,Florida(1 9-0940E) ADW Property# 9606 9715 6335 8530 8472 8984 Property Name Post Office Frnr Art Glass Weiss Walgreens Palm Beach Congregations Memorial Reposition Recovery lUnked Chapel Church Address 217 N Seacrest 440 SE 5th Ave 202 E Boynton 4998 10th Ave 1110 6th Ave 8 115 N Federal Blvd. Beach Blvd N Hwy City Boynton Beach Delray Beach Boynton Beach Greenacres Lake Worth Boynton Beach Sale: Sale Price NIA $2,450,000 $835,000 $2,250,000 $1,500,000 $3,000,000 Sale Status N/A Closed Closed Closed Closed Closed Marketing Period N/A 11 months 5 months 0 months 3 months 0 months Date of Sale N/A Mar-19 Dec-18 Notul 8 Jul-18 May-18 Price/SF Bldg N/A $270 $278 $165 $288 $220 Site: Site Size Acres 0.91 0.65 0.30 2.87 0.39 1.29 Site Size SF 39,489 28,377 12,898 125,163 17,001 56,192 Floor Area Ratio 0.19 0.32 0.23 0.11 0.31 0.24 Zoning C2 GC C3 CG MU-E CBD Prkg Ratio/1,000 SF 7.60 2.31 5.67 5.28 4.62 4.03 Building, Property Type Retail Retail Retail Retail Office Other Building Size(SF) 7,380 9,090 3,000 13,635 6,200 13,664 Year Built 1963 1963 1952 1999 1975 1953 Condition Average Aug to Good Good Average Good Avg to Good Quality Average Avg to Good Avg to Good Avg to Good Avg to Good Avg to Good Stories One One One One One TWO Economics: Occupancy 100% 100% 0% 0% 100% 100% Single/Multiple Single Single Single Single Single Single Occupant Tenant Buyer Future Tenant Future Tenant Buyer Buyer ——---------- Page 12 of 27 ADJUSTMENTS TO COMPARABLES Post Office,217 N Seacrest Blvd.,Boynton Beach,Florida(19-0940E) NEEMEMEM ME= SOME= Sale Status N/A Closed Closed Closed Closed Closed Sale Date N/A Mar-19 Dec-18 o%,18 Jul-18 May-18 Floor Area Ratio 0.19 0.32 0.23 0.11 0.31 0.24 Patting Ratio 7.60 2.31 5.67 5.28 4.62 4.03 Building Size(SF) 7,380 9,090 3,000 13,635 5,200 13,664 Year Built 1963 1963 1952 1999 1975 1953 Condition A%erage Avg to Good Good A\erage Good Avg to Good Quality Average Avg to Good Avg to Good AW to Good A\og to Good Avg to Good Stories One One One One One TWO I Unadjusted Price/SF Bldg N/A $270 $278 $165 $288 $220 Transactional Arx Market Conditions SIMILAR SIMILAR SIMILAR SIMILAR INFERIOR Adjustment 0% 0% 0% 011/0 5% Adjusted Price/SF $270 $278 $165 $288 $231 Fropqnfy Location SUPERIOR SIMILAR INFERIOR INFERIOR SUPERIOR Adjustment -15% 00/0 35% 59/6 -10% Parking Ratio INFERIOR SIMILAR SIMILAR INFERIOR INFERIOR Adjustment 10% 0% 0% 50/0 5% Building Size(SF) SIMILAR SMALLER LARGER SIMILAR LARGER Adjustment 0% -10% 5% 00/0 5% Year Built/Condiflon SUPERIOR SUPERIOR SUPERIOR SUPERIOR SIMILAR Adjustment -5% -5% -5% -25% 0% Net Adjustment -10% -16% 35% -15% 0% Adjusted Price/SF NIA $243 $237 $223 $245 $231 Gross Adjustment N/A 30% 15% 45% 35% 25% UNADJUSTED PRICES Range Minimum $165 Range Maximum $288 ADJUSTED PRICE STATISTICS ®• Range Minimum $223 Range Maximum $245 Standard Deviation $9 Mean $236 Page 13 of 27 DICOUNTED CASH FLOW ANALYSIS Post Office,217 N Seacrest Blvd.,Boynton Beach,Florida(19-0940E) Subject's Base Contract Rent $74,929 $74,929 $74,929 $74,929 Landlord Expenses Insurance -$7,380 -$7,601 -$7,829 -$8,064 Management/Admin @ 3% -$2,248 -$2,248 -$2,248 -$2,248 Net Operating Income $65,301 $65,080 $64,852 $64,617 Prospective Value(Net Sale Proceeds) $1,890,000 Cash Flows $65,301 $65,080 $64,852 $1,954,617 Conclusions NPV"As is" $ 1,604,442 Rounded $ 1,600,000 Periods per Year 1 Discount Rate: 8.0% Page 14 of 27 MAP OF COMPARABLES Wellington (ioRh " r 1dale q � �. t a ££ _Lo_e _oved.mbqpr r �� r �.' Lake WQ� AtlantisLan .......... n S £I ern k�fn 1 £ Afr its ED BeaCh s n, t S- q�sl 1V��r iUrii 7 till � ��>1 )Impmved Sa 2 Al �� Delray Kings Paind t i-}F 17 titityt f ISS 1fi��ii std £�1ir1£ �, _S .. e Ci, 7)iU, t� it1 x£111 i1 t�{frr�£t 1££t it -2101 `to Mission Bay Boca Raton Page 15 of 27 COMPARABLEI f a r a ( 9 Rz' General Data Property Name: Fmr Art Glass Property Type: Retail, Retail Other Address: 440 SE 5th Ave, Delray Beach, Florida 33483 County: Palm Beach Parcel I : 12-43-46-21-01-002-0020 Legal Description: OSCEOLA PARK LTS 2 THRU 4(LESS E 5 FT US HWY 1 & LT 5(LESS E 5 FT&RTNCV US HWY 1 R/W)BLK 2 Site Data Site Size: 0.65 acres or 28,377 SF Floor Area Ratio(FAR): 0.32 Zoning: GC Parking Ratio: 2.3 spaces per 1,000 SF Site Remarks: Located on a corner along Federal Hwy just south of the CBD boundary for downtown Delray Beach Building Data -----� Use/Finish: Retail Size SF: 9,090 Year Built: 1963 Condition: Avg to Good Quality: Avg to Good Stories/Floors: Oe Building Remarks: Extensively renovated in 2002. financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Owner Page 16 of 27 (Sale Data Sale Status: Closed Price: $2,450,000 Price/SF of Building: $269.53 Sale Date: March 2019 O.R. Book-Page: 30501-0695 Grantor: Shield Investment Group, Inc Grantee: 440 SE 5th Ave, LLC Property Rights: Fee simple Financing: 70% LTV via BUT Marketing Period: 11 months Listing Price at Sale: $2,700,000 Prior Transactions: None in previous three years Verification Source: Todd Wilson, Listing broker, via MLS, Jonathan Whitney, July 2019(19- 0940E) Sale Remarks: Believed to have been purchased by an owner user. Property consisted of a large open showroom and some office areas. Floor plan was a bit disjointed. Page 17 of 27 COMPARABLE 2 t n 4 z` ani, i { General Data Property Name: Weiss Memorial Chapel Property Type: Retail, Retail Other Address: 202 E Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-003-0091 Site Data Site Size: 0.30 acres or 12,898 SF Floor Area Ratio(FAR): 0.23 Zoning: C3 Parking Ratio: 5.7 spaces per 1,000 SF DT(Trak Count): 33,915 Site Remarks: This is adjacent to the new Town Square Building Data Use/Finish: Funeral Home Size SF: 3,000 Year Built: 1952 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Financial Data Occupancy at Sale: 0% Single/Multiple Single Occupant(s): Future Tenant Page 18 of 27 Sale Data Sale Status: Closed Price: $835,000 Price/SF of Building: $278.33 Sale Date: December 2018 O.R. Book-Page: 30337/00731 Grantor: Gloria Weiss Realty LLC Grantee: 202 E Boynton Bch Blvd LLC Property Rights: Fee simple Financing: None recorded Marketing Period: 5 months Listing Price at Sale: $890,000 Prior Transactions: None in the prior three years Verification Source: Gloria Weiss, Rep of Seller, 561-483-9835, Zach Weygandt, February 2019(19-0203) Sale Remarks: Seller was an owner user funeral home that vacated at sale. Seller believes her contract was flipped to the recorded buyer for an additional price above$835,000, but this could not be confirmed. Seller believed improvements were going to be used, but modified for a medical-related use. Was under contract for seven months.While zoned C3, property could be rezoned for mixed-uses per the CRA's recommendation of a land use of MU medium (40 units per acre), and a zoning district of MU- 2 or MU-3 for 40 to 50 units per acre and height of 75'. Highest and best use is interim use with the existing improvements until the property can be assembled and redevelopment. Page 19 of 27 COMPARABLE 3 4 }F I µ S• ai6 General Data Property Name: Walgreens Reposition Property Type: Retail, Retail Other Address: 499810th Ave N, Greenacres, Florida 33463 County: Palm Beach Parcel ID: 18-42-44-24-35-001-0000 Legal Description: HVEHILL SQUARE PL PAR A K/A COMMERCIAL Site Data Site Size: 2.87 acres or 125,163 SF Floor Area Ratio(FAR): 0.11 Zoning: CG Parking Ratio: 5.3 spaces per 1,000 SF DT(Traffic Count): 22,000 Site Remarks: Signalized corner at 10th Ave N and S Haverhill Rd Building Data Use/Finish: Retail Size SF: 13,635 Year Built: 1999 Condition: Average Quality: Avg to Good Stories/Floors: One Building Remarks: One drive4hru lane located at south side of the building Financial Data Occupancy at Sale: 0% Single/Multiple Single Occupant(s): Future Tenant Net Operating Income: N/A /A Overall Capitalization Rate: N/A Page 20 of 27 Sale Data Sale Status: Closed Price: $2,250,000 Price/SF of Building: $165.02 Sale Date: November 2018 O.R. Book-Page: 30257/01583 Grantor: Federated Industries, Inc. Grantee: HAVERHILL ROAD REALTY LLC Property Rights: Leased fee Financing: N/A Marketing Period: 0 months Prior Transactions: Has not sold in previous three years. Verification Source: Trey Morgan, buyer, 704-909-4500, Jonathan Whitney, November 2018 (18-1428) Sale Remarks: A vacant Walgreens was purchased by an investor. This property was not listed on the open market. Walgreens had one year remaining on its lease term(at$260,000 in annual rent)and the seller agreed to have remainder of the lease bought-out at a reported cost(in principal)of $110,000, based on 50%of Walgreens remaining rent.The buyer approached the seller directly without a tenant in tow and believed he could acquire a tenant. This price is reported to be market driven. Tenant was secured during the contract period with Senior Medical Centers, a local/regional medical office user, for 10 years,with$40/SF of LL TI, and a base rent of$299,970, or$22/SF NNN. Page 21 of 27 COMPARABLE 4 � I j I s J General Data Property(dame: Palm Beach Recovery Property Type: Office, Office Building Address: 1110 6th Ave S, Lake Worth, Florida 33460 County: Palm Beach Parcel ID: 38-43-44-21-15-179-0210 Legal Description: TOWN OF LAKE WORTH LTS 21 THRU 24 BLK 179 Site Data ___ � Site Size: 0.39 acres or 17,001 SF Floor Area Ratio(FAR): 0.31 Zoning: U-E. Parking Ratio: 4.6 spaces per 1,000 SF DT(Traffic Count): 31,163 Site Remarks: Adjacent to railroad tracks Building Data Use/Finish: Office Size SF: 5,200 Year Built: 1975 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Building Remarks: The property was previously a drug rehab center and some plumbing fixtures are located throughout the building. The property was rebuilt in 2014 and has 12° clear heights. Page 22 of 27 Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Buyer Sale Status: Closed Price: $1.500.000 Price/SF of Building: $288.46 Sale Date: July 2018 O.R. Book-Page: 29986-716 Grantor: MAC Group Holdings, LLC Grantee: 11186th Avenue South, LLC Property Rights: Fee simple Financing: None recorded Marketing Period: 3nmonthe Listing Price mdSale: $1.000.000 Prior Transactions: Sold for$30O.OUOimDecember 2D1S Verification Source: James Hicks, listing broker, SG1-838-9555. Jonathan Whitney, October 2O18 (18-1345) Sale Remarks: Buyer owns echain ofnursery schools and plans tuoccupy the property. |twas reported that this property iure|iatedfor sale eton unknown price. Page 2om2r COMPARABLE 5 -------------- 3s f s i I<, , } . . General Data Property Name: Congregational United Church Property Type: Assembly-Meeting Place, Religious Facility Address: 115 N Federal Hwy, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-006-0010;08-43-45-28-03-001-0100 Legal Description: Lots 1 -7, Block 6, Original Town of Boynton Site Data Site Size: 1.29 acres or 56,192 SF Floor Area Ratio(FAR): 0.24 Zoning: CBD Parking Ratio: 4.0 spaces per 1,000 SF DT(Traffic Count): 22,972 Site Remarks: Two parcels separated by a public road one with frontage along Federal Hwy Building Data Use/Finish: Religious Size SF: 13,664 Year Built: 1953 Condition: Avg to Good Quality: Avg to Good Stories/Floors: Two Building Remarks: Religious facility Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Buyer Page 24 of 27 Sale Data Sale Status: Closed Price: $3,000,000 Price/SF of Building: $219.56 Sale Date: May 2018 O.R. Book-Page: 29857/00580 Grantor: Boynton Beach Congregational United Church of Christ Grantee: Boynton Beach Community Redevelopment Agency Property Rights: Fee simple Marketing Period: 0 months Prior Transactions: None in the prior three years Verification Source: Confidential, Zach Weygandt, February 2019(19-0203) Sale Remarks: Former religious facility that will be used as a library while the downtown Town Square is being redeveloped. Long-term plans are likely for redevelopment; price per SF of land is$53/SF. Market-driven price paid for property,though it was an off-market transaction. Long-term plans are for redevelopment; land use permits 80 units per acre and CRA's zoning recommendation is MU-Core for 80 units per acre and maximum height of 150'. Page 25 of 27 APPRAISER QUALIFICATIONS AND LICENSE JONATHAN HIT EY,MAI Aucamp, Dellenback&Whitney 1900 NW Corporate Blvd, Suite 215E l , Boca Raton, FL 33431 jon@adw-appraisers.com 561-609-2884 Professional Experience Aucamp, Dellenback&Whitney,2003-Present(16 years) Real Estate Appraisers&Consultants r�ri�lti� pp « Principal, 2015-Present • Commercial Real Estate Appraiser, 2003-Present J Jonathan Whitney is known for his extensive knowledge of the South Florida commercial real estate market. He heads the team of seven commercial real estate-appraisers for independent Aucamp, Dellenback Whitney(ADW), and values all major real property types: industrial, office, retail, and multifamily.Valuation assignments also include vacant development sites, residential subdivisions 1 condominiums, mixed-use buildings, and special-purpose properties. His partner, David Aucamp, SRA, heads the residential side of their firm with a separate team of seven residential appraisers. AW's service area includes the tri-county South Florida region (Miami-Dade County, Broward County,and Palm Beach County). Clients mostly include lenders, but also include investors, property owners, developers, brokers, attorneys, CPAs, associations, municipalities, and CRAs. Real estate appraisal and consulting assignments involve estimating market value and-or market rent, and providing expert witness testimony.Valuation assignments range between relatively straight forward assignments to multiple-phased projects with complex cash flow considerations. Notable recent assignments include: • Lion Country Safari, Loxahatchee (650-acre tourist destination) • Okeechobee Business District, West Palm Beach(90-acre urban district proposed by City) Prospect Place, West Palm Beach(proposed 9.32-acre mixed-use proposed by Time Equities) • 888 Brickell Ave, Miami(proposed 200,000-SF urban office tower by Mezerhane) ® 150& 151 Worth Ave, Palm Beach(150,000-SF hi-street"retail, anchored by Saks&Neiman) ® New River Yacht Club 11, Ft Lauderdale(proposed 349-unit multifamily tower by Related Group) • Gulfstream Point, Hallandale (proposed 297-unit multifamily tower by Florida East Coast Realty) • Atlantic Crossing, Delray Beach($300 million urban mixed-use project by Edwards&CDS Intl) • North40, Boca Raton(350,000-SF suburban office buildings held by Mainstreet Capital) • TT Portfolio, Broward County(retail and industrial holdings totaling 480,000 SF) • DH Portfolio, Palm Beach County(office and industrial holdings totaling 520,000 SF) Education Master of Arts in Business, University of Florida,2000 Bachelor of Science in Economics, University of Florida, 1999 Numerous Education Courses,Appraisal Institute,2003-Present(partial list on following page) Page 26 of 27 Activities and Affiliations Florida State-certified General Real Estate Appraiser, RZ 2943, 2006-Present Florida State-registered Trainee Appraiser, RI 11475, 2003-2006 Appraisal Institute, 2003-present • Board of Directors, South Florida Chapter, 2018-2020 • Designated Member(MAI), 2013-Present • Associate Member,20D4-2013 Zoning Board of Adjustment, City of Boca Raton, 2013-2018 • Vice Chair, 2017-2018 • Member,2013-2018 NAIOP South Florida Chapter, 0 Member, 2019—Present Urban Land Institute(ULI) 0 Associate Member, 2019—Present Commercial Real Estate Development Association (NAICIP) * Member,2019-Present Boca Raton Federation of Homeowners(parent association for Boca), 2018-Present ® Executive Board Member,2018-Present Boca Raton Chamber of Commerce Member(ADM, 1990s-Present * Leadership Boca, Class of 2016 National Association of Divorce Professionals(NADP)Member,2017-Present Boca Raton Downtown Rotary Club Member, 2016-Present 0 Mayors Ball Committee Member, 2016-Present Community Captain, Boca Raton Bowl, 2016-Present Mentor, Eda&Cliff Viner Community Scholars Foundation, 2016-Present Spanish River Church, 2011 -Present • Elder, Spanish River Church, 2017—Present • Member/Various Leadership Roles, 2011 —Present VNAraYni MOON 91AVAM dbp' r STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION F LOR I DA REAt tmwr APPRAISAL e D THE CERTMED CEN WALAPPPAJ SEA HEWN IS CeRMED UN M THE PROVISONS OF CH&M 47S,FlPkIDA 4TR'f ,,,VTE$ WAiTN1tY,JONATHAN"DOUGLAS DOCARAIXWn 334U DORAMKOAM,'IOWMW�3G,2020 C4 MW thl,,6mwxt hn any tam :ay xkm%11 w kW'4.ftd fm oamy*IMF thm 0�.fln'lmw W.K.Wl0101W41 Page 27 of 27 LEASE THIS LEASE e'Lcasel') is madeand entered into at Delray Beach, Florida, this day of rA _APz1f, 2018, by and between BOYNTON BOUNDLESS, L.L.C., a Florida limited liability company, hereinafter called "Landlord", with a mailing address of 6111 Broken Sound Pkwy NW, Suite 200, Boca Raton, Florida 33487 and CITY OF BOYNTON BEACH, hereinafter called "Tenant", with a mailing address of 209 N. Seacrest Boulevard, Boynton, Beach, Florida 33435. 1. DEFfNED TERMS. Wherever used in this Lease, the following to shall be construed to mean as follows: (a) "Premises" shall mean the first floor of the building, along with the non-exclusive right to the use of Common Areas which are owned by the Landlord as' herein shown on the survey, which is attached as Exhibit"A (b) "Common Areas" shall mean all common facilitiesthe building [whether ilI avid around G ether Or not shown on Exhibit "A" or made available hereafter), including without hinitation the parking area, aisles, sidewalks, loading areas, passageways, stairs, ramps, landscaping and other common service areas subject to the conditions hereinafter set forth, i(c) "Lease Year" as used herein shall mean each consecutive twelve-month period be ginning with the first (?) day of June, 2018, (the "Comrnencement Date `) and ending May 31, 020.. (d) "Rent" all mean and include rent, Base Rent, Additional Charges, costs and expenses, sums or amounts due tote Landlord. 2. DESCRIPTION OF PREMISES. In consideration I . of the payment of all Rent and the performance of the covenants as hereinafter set forth, the Lzindlord demises unto Tenant, and Tenant leases front Landlord, subject to all conditions and easements of record, and to a non-exclusive reserved license as further described herein, for the Tenn and upon the to s and conditions set 0 his Le -n forth in t ase, the Premises described as 209 N. Seacrest Boulevard, Boynton Bleach, Florida and further desC ribed in Lx Mbit-A- ® LEASE TERM. (a) The term of this Lease shall be for a period of two (2) years (the "Term"). The Term shall commence on June 1, 2018, and shall expire at midnight on May 31, 2020, If fir any reason Tenant discontinues the use of the Premises, Tenant shall still ei 111 lia) fo he p o ic I M Ile rt erf imat e of this Lease and the payment of the Rent under this Lease, sub ect to the terms of this Lease, (b) This Lease shall' to ate at the end of the Term without the necessity of any notice (0022SI61.1 306-9"SZ631 Approved:Landlord 1 Accepted:Tenant 5 jai!Vtftl Euatewcr�m Bowxgeu W EA-m m=w re 209 5J_18 ckumdoc I from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate or quit the Premises and agrees that landlords be entitled tote benefit of all provisions under Us Lease respecting the summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice had been given. (c) In addition to any other Landlord access rights tote Premises as provided for in this Lease, for the period of three (3) months prior to the expiration of the Term, Landlord shall have the right to show the Premises and all parts thereof to prospective tenants during normal business hours, Tenant shall deliver and surrender to Landlord possession of the Premises and Personal Property upon the expiration of this Lease or its termination in any way,in as good condition and repair as the same shall be in as of the first day of the to of this Lease. (d) Anything herein to the contrary notwithstanding, the Tenant may terminate this Lease at any time by giving ninety (90) days written notice, in which case the Lease shall end on the ninety-first (91") day from the receipt of such notice. Tenant shall be liable only for such rent through the ninety-first (91"') day and no other rent. The option to end the Lease pursuant to this paragraph 3(d)is the sole and exclusive option of the Tenant, 4. RENT. (a) The "Rent Commencement Date" shall be June 1, 2018. Tenant agrees to pay, as Rent for the use of the Leased Premises during the Term of this Lease, a total of$94,200,00, which shall be payable in equal monthly installments of$7,850.00 for the Term of the Lease Year. (b) All payments due under this Lease shall be paid monthly in advance on or before the first day of each month (the "Due Date") without reduction, abatement or set-off (except as specifically provided in this Uase), and shall be mailed or delivered to Landlord's office at the address above, or at any other address forte payment of Rent that Landlord may give notice of to Tenant. (c) Any payment due and not paid within five (5) business days of the Due Date shall bear interest retroactive from the Due Date at a rate of seventeen percent(17%)per annum,until paid, In addition, the Tenant shall pay Landlord a late payment in an amount equal tot percent (10%)of the delinquent payment if the Tenant should pay by check but such check is dishonored or otherwise returned uncollected. Landlord and Tenant agree that such interest and late charge are fair and equitable under the circumstances and do not represent a forfeiture or penalty. 5. SE ICES. Tenant shall pay before delinquency, at its sole cost and expense, all charges for water, gas, Leat, electricity, power, telephone service, sewer service charges, and any and all other utilities charged, or attributable to the Premises, and all other services or utilities used in, on, or about the Premises by Tenant or any of its subtenants, licensees, or concessionaires and throughout the Term oft is Lease. 6. &SIGNAGE. (W225161.1 52631 Approved:Landlord Accepted.,T S 4- MJ Euw. n Soen 6670AVCLWIV209$AAS ckamdor, Tenant shall only display or erect such signs that have been approved by the Landlord. Tenant shall obtain all permits and licenses for such signs and such signs shall at all times and in aft respects comply with applicable codes, ordinances, laws and statutes concerning same. Tenant shall not exhibit or affim any other type of sign, decal, advertisement, notice or other writing, or projection to walls or doors of the Premises or the building except for these which have been approved by the Landlord in Landlord's sole discretion. All such signs shall be installed and maintained in good condition and repair at all times, at Tenant's sole cost and expense. 7. SUBLEASE AND ASSIGNMENT. The Tenant, Tenant's legal representatives or successors in interest to any part orthe whole of the Premises, shall not mortDage, pledge, encumber, franchise, assign or in any manner transfer this Lease, voluntarily or involuntarily, by operation of law orotherwise, nor shall the Tenant permit the Premises or any part thereof to be sublet,used or occupied for the conduct of any business by any third person or business entity, or for any purpose other than is herein authorized,without the or written consent of the Landlord. 8. ALTERATIONS BY TENANT AND LANDLORD. (a,) All additions, alterations, improvements and fixtures (except Tenant's movable trade fixtures and signage) in or on the Premises, whether placed there by Tenant or by Landlord, shall become Landlord's property and shall remain on the Premises at the termination of this Lease by lapse of time, or otherwise, without compensation or allowance or credit to Tenant, Tenant shall not make additions, changes, alterations orimprovements to the Premises costing more than $2,500.00 in the aggregate in any one Lease Year, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Even if Landlord's consent is not required, Tenant shall give Landlord prior written notice specifyig any work to be done. If Landlord grants its consent, Landlord may impose reasonable requirements as a condition of consent including without limitation the submission of plans and specifications for Landlord's or written approval, obtaining necessary permits, obtaining insurance, or approval of contractor of to be unreasonably withheld) and reasonable requirements as to the manner and times in which the work shall be done. All work shall be performed in a good and workmanlike, manner and shall be in accordance with plans and specifications (approved by Landlord if approval is required by the above provisions) and shall be made in accordance with all applicable laws, ordinances, and codes. If any of such or may affect the Structure of the Building or interfere with building systems or operation, Landlord may require that such work be performed under Landlord"s supervision (but at no additional cost to Tenant for such supervision). The repairs shall be done in a good and workman like manner consistent with all applicable laws,rules and regulations. Tenant shall make such alterations to the Premises to keep same in compliance with all applicable laws, rules and regulations, including, without limitation, the Al-nericans with Disabilities Act. In the event that any goveri-airiental authority directs any modification or alteration to the Premises as the result of Tenant's occupancy, Tenant shall pay for the cost of the modification or alteration, 10OZ25161.1 30&"OM63) y a .9tr 3 Approved:Landlord Accepted:Tenant X Ena. 1Llound u to 20 5.L D8 cksAdoa (b) Pursuant to Paragraph 9 hereinbelow, Tenant shall keep the Premises and all parts of the Premises at all times free of mechanics" I iens and any other lien for labor, sen4ces, supplies, equipment or material purchased or procured, directly or indirectly, by or for Tenant and all poisons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all material men, contractors, mechanics and laborers are charged with notice that they must to only to the Tenant and to the Tenant's interests in the Promises to secure the payment of any bill for work done or material furnished at the request or instruction of Tcriant. 9. CONSTRUCTIQN� LIEN. Tenalit shall keep the Premises and A parts of the Premises at all times free of mechanics, liens and any other lien for labor, services, supplies, equipment or material pnirchased or procured, directly or indirectly,by or for Tenant. Tenant further agrees that Tenant will promptly pay and satisfy all liens of contractors, subcontractors, mechanics, laborers, material men and other items of like character, and will indemnify Landlord against all expenses, costs and charges, including bond premiums for release of liens and attorney's fees and costs reasonably incurred in and about the defense of any suit in discharging the Premises, from any liens, judgments, or encumbrances caused or suffered by Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge the same within five(5)days after the same has been made or filed. It is understood and agreed between the parties that the expenses, costs and charges above referred to shall be considered as Rent due and shall be included in any lien or other claim for Rent. 17he Tenant shall not have any authority to create any liens for labor or material on the Landlord's interest in the Premises. All persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all material men, contractors, mechanics and laborers are now charged with notice that they must look only tote Tenant and to the Tenant's interests in the Premises to secure the payment of any bill for or one or material furnished at the request orinstruction of Tenant. In accordance with Florida Statutes Section 71 10, Landlord shall have the right to post on the Premises and to file and/or record in the Public Records or court registry, as applicable, notices of non- responsibility and such other notices as Landlord may reasonably deem proper for the protection of Landlord's interest in the Premises. Tenant shall, before the commencement of any work which might result in,any lien on the Premises, give Landlord reasonable written notice under the circumstances of its intention to commence work. 10. HAZARDOUS SUBSTANCES. (a) Tenant shall not in on or permit to be brought on the Premises any hazardous substances, except-normal office supplies, Tenant shall not use the Premises for the manufacture, storage, disposal or handling of any hazardous substances, and Tenant shall indemnify and hold harmless Landlord from and against any and all loss, claim, damages, liability, cost or expense, including reasonable attorney's fees actually incurred at customary hourly rates, court costs and remediation costs and expenses incurred by Landlord arising from or relating to: (i) Tenant's violation of the to of this paragraph; ® (ii) any other environmental contamination of the Premises, including, out limitation, the costs of remediation. The indemnification described here shall survive the expiration orother termination of Tenant's leasehold interest in the Premises. Tenant further agrees at all times during the to of this Lease, and on the termination {00225161.13 63) 4 Approved:Landlord Accepted.,Tenant MAR1.1 E,..113y..fi,, . s.a1367Q.fam re 209 5 1.18 r-kamd" of the� terms of this Lease, Tenant shall comply with all applicable environniental protection laws, rules or requirements, and shall promptly cure all violations thereof arising from its non- compliance, including but not limited to the preparation, delivery and/or filing with the applicable governmental authorities and with the Landlord, of all forms, certificates, notices, documents, plans and other writings, and the furnishing of such other information as may be required or requested by the Landlord, its mortgagee or any applicable governmental authority in connection with the sale, lease, transfer, mortgaging or other disposition of the building and/or lands, It is specifically acknowledged and agreed that the provisions of this paragraph shall survive the termination of this Lease,regardless of the reason or cause of termination, Cb) hazardous substances means any chemical, substance, material, controlled substance, object, condition, waste, mold, living organisms or combination thereof which is or may be hazardous to human health or safety or to the enviroinnent due to its radioactivity, ign itabilit),, corrosivity, reactivity, exPlosivity, toxicity, carcinogenicity i- f i us s or other T',ect 0 ne 8 e harmfid properties or effects, including, without limitation, petroleum products, lead, asbestos, radon, polychlorinated biphenyls (PCBs) and all of those chemicals, substances, materials, controlled substances, objects or which are now or become in the future listed, defined or regulated by any federal,state or local law. 11. INSURANCE (a) At all times during the Term of this Lease and any renewals of this Lease Tenant shall obtain and keep in full force and effect: (i) conu-nercial general liability insurance, suebinsurance to insure against liability for bodily injury and death and for property damage in an amount which is commercially reasonable and with Landlord's prior consent to the carrier and amount and combined single limit on a per occurrence basis; her Tenant shall also maintain at all tirnes during this lease an umbrella insurance policy in a commercially reasonable amount and with Landlord's prior consent to the carrier and amount; (ii) workmen's compensation as required by law providing statutory benefits for all persons employed by Tenant in connection with the Premises-, (iii) builder's risk insurance during all periods in which Tenant is constructing alterations or additions to or within the Premises, in commercially reasonable amounts and with LancHord's prior consent to the carrier and amounts; and (iv) casualty insurance coverage on the improvements located on the Premises for the it replacement cost thereof. (b) All insurance that Tenant shall be required to effect pursuant to this provision shall be underwritten by insurance companies that are licensed or authorized to do business in and shall be in good standing with the to of Florida and rated A or better by AM Best and Company or its equivalent. All insurance contracts that Tenant is required to maintain under this Lease shall be issued for terms of not less than one year and shall contain a provision that they shall not be subject to cancellation, non-renewal or material reduction in coverage as to the Premises unless (00225161.1 306-99M263) Approved:Landlord Accepted:Tenant MAR=MruwBaylvon aoumtm 13670I 209 5.1.18 dmm&t Landlord shall be served with a written notice not later than days prior to cancellation, non- renewal or material reduction in coverage; for purposes of the foregoing, "material reduction in coverage" shall mean change from "all-risk"casualty insurance coverage, or a material increase in deductible. (c) Landlord and Tenant agree that Landlord shall be insuring Landlord's interests as Landlord deems appropriate; provided; however, Landlord shall cooperate with Tenant to assure that insurance coverage is not duplicated. (d) Tenant is a self-insured, sovereign entity of the State of Florida, and its self-insurance limitations are, provided by law, Tenant is provided with comprehensive general liability insurance through the State RiskMwmagement Trust Fund with Ifinits of coverage up to a maximum of$200,000 per person and $300,000 in the aggregate per occurrence, pursuant to the to and limitations of Sections 768.28, Florida Statutes and Chapter 284, Part 11, Florida Statutes, or as amended from time to time. Worker's Compensation insurance is maintained in full compliance with Florida law, Teriant shall Provide Landlord or their respective designees, prior to, or during, the use or occupancy of the Premises, witha Certificate of Self-lusurance or Certificate of Insurance evidencing TENANT's self-insured Risk Management Program in accordance with Section 768.28, Florida Statutes, ancb1or any maintained excess property insurance applicable to this Lease Agreement. Notwithstanding any other provision set fol is in this lease agreement, nothing contained herein shale be consdas a waiver of the Tenant's right to sovereign immunity under section 768.28, or other limitations imposed on the Tenant's potential liability under state or federal law. Notwithstanding anything contained in the Master Lease to the contrary, as between Landlord and 'Tenant only, all insurance proceeds or condenination awards received by Landlord under the Master Lease shall be deemed to be the property of Landlord.. In the, event of a casualty or condemnation, Tenant shall have the right to make a separate claim for damages to Tenants personal property to the extent pennitted under the Master Lease, 12. INDEMINIFICATION/HCL D HARAILESS. Landlord, its partners, representatives, agents, and their respective officers and employees, shall not be liable to Tenant, or to Tenant's officers, directors, shareholders, agents, servants, employees, customers or invitees, for any damage to person or property in or about the Premises caused by any act, omission or neglect of Tenant and its agents and their respective officers, directors, shareholders, and employees, and Tenant agrees to inderrinify and hold harmless Landlord from all claims for any such damage. Tenant and its agents and their respective officers, directors and shareholders and employees shall not be liable to Landlord or to Landlord's partners, representatives, agents, servants, customers, or invitees and their respective officers and employees for any damage to person or property caused by any act, omission or neglect of Landlord, its partners, representatives and agents and their respective officers and employees and Landlord agrees to indemnify and hold harmless Tenant from all claims for any such damage, The Tenant fiirther covenants and agrees with the Landlord that during the to of this Lease and for such other times as the Tenant shall of or have access to the Premises,that: Landlord and its affiliates all not be liable to the Tenant or to any other person for any claim, injury, loss or damage to,any person or property on or about the Premises; and Tenant will save 6 Approved-Undlord Accepted:Tenant MARcsIEsuu%BoyNon Boundlm 136,10.0dew M209,5.1 18 dundoo the Landlord harmless and indemnified from and against such claim, injury, loss or damage (including defense costs). lademniat . Pursuant to Florida law andpotwithstanding anything to the contrary herein, as a state agency of Florida, Tenant cannot and will not indemnify Landlord. Within the limits provided by law, Lessee assumes all risk, ofmid will remain primarily responsible for personal injury and property damage attributable to the negligent act-,or omissions of Sub and its officers, agents, and employees while acting within the scope of their office or employment. Notwithstanding anything to the contrary in the Agreement, Lessee does nota toe the scope of the waiver of sovereign immunity for state agencies provided in Florida Statute 768.28 and does not consent to be sued other than as provided by Florida law. The provisions of this ,Section 12 shall survive the expiration orearlier termination of the Master Lease and/or this Lease, except to the extent any of the foregoing is caused or by the wrongful acts of Landlord. 13. DAMAGE OR DESTRUC-LION. (a) If the Premises shall be damaged by fire or other casualty but the Premises are not thereby rendered untenantable, in whole or i.n.pan, Tenant shall cause the Premises to be repaired and the Rent shall not be abated. (b) If the Premises shall be damaged by fire orother casualty not attributable to the act, omission or neglect of Tenant and the Premises are rendered partially ten le, Tenant shall cause the Premises to be repaired. In the event of panial untenantability. , Base Rent and only Base Rent shall be abated proportionately, In the event that the structural damage shall exceed Fifty Thousand (S50,000-00) Dollars, then the parties agree that the Premises are rendered wholly untenantable and the Landlord or Tenant shall have the option to terminate the Lease as set forth below. (c) Tenant shall not be entitled to any compensation or damages fi-om Landlord for the loss oft use of the whole or any part of the Premises or damage to Tenant's personal property or any inconvenience or annoyance occasioned by such damage, 'repair, reconstruction or restoration. (d) If the Premises are rendered wholly untenantable, or if the building is damaged to the extent of more than Fifty Thousand ($50,000.00) Dollars, then in any of such events, Tenant or Landlord may elect to terminate this Lease by giving notice of such election to the other party within thirty (10) days after the occurrence of such event. If such notice is given, the rights and obligations of the parties shall cease as of the to of such notice, and Rent (other than Rent due Landlord by reason of Tenants failure to perform any of its obligation hereunder) all be aqiusted as of the date of such termination, Tenant's option to terminate this Lease as provided in this Paragraph 13 shall be available to Tenant only if the damage by fire or other casualty is not attributable to the act, omission or neglect of Tennant. 100225161.1 7 Approved,Landlord Accepted:Tenant MAml Fz=Wdyman Bomdkcs J,,0OX,1-uio m 209 5JAS dumdoc 14. CONDEMNATION. (a) Total Taking. If all the Prer ses are taken by the power of eminent dom. n ri� ai exercised by any governmental or quasi-governniental authority, this Lease shall tenninate as of the earlier of- (i) the to Tenant is required to vacate the Premises; or (ii) the date title passes to the condenuring authority, and on either such date of termination, all Minimum Rent, Additional Rent and other costs due under this Lease all be paid to that date. Ile teen "eminent domain" includes the taking or damaging of property by, through, or wider any governmental or quasi-govemmental authority, and any purchase or acquisition in lieu of such a taking, whether or not the damaging or taking is by the government or any other person. ,Partial T1 in Tenant may terminate this Lease on three (3) months' prior written notice to Landlord for any of the following events of partial taking: (i) if more than twenty-five percent(25%) of tite rentable square feet of floor area of the building on the Premises shall be taken or appropriated-, or (ii) the access tote Premises is materially adversely affected. (c) 1,andlord reserves all rights to the entire damage award or payment f6r any taking by eminent domain. Tenant shall, however, have the right to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant, including, but not limited to, loss due to removing Tenant's nierchandise, furniture, trade fixtures, and equipment or for damage to Tenant's business, loss of business, and/or loss of leasehold interest; provided, however, that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord's damages. 15. ESTOPPEL CERTIFICATE. Landlord and Tenant agree that they will from time to time, on request from each other, within ton (1 0) business days after notice from the other, execute and deliver to persons as the requesting party shall request a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in fall force and effect as so modified), stating the dates that Rent and other charges payable under this Lease have been paid, stating the commencement and termination dates of the current to of the Lease and stating whatever options to extend there maybe in the Lease, stating that Landlord or Tenant as applicable, is not in default under this Lease to the best of that party's knowledge after due inquiry (or if Landlord or Tenant, as applicable, have alleged a default, stating the nature of the alleged default), and ftirther stating other matters relating to the Lease that the requesting party shall reasonably require. 108225161.1 30&99CM63) Approved:Landlord—/ Accepted,Tenant M-`&-1 E"OMOYMOn BOUMk=136705Vcaft M 209 5A.M vkwdoc 16. rENANT DEFAULT. (a) Itshall be a default("Event of Default")under this Lease if. (i) Tenant shall fail to pay any Rent or any other sums of money within five (5) days after receipt of written notice that the same is due; (ii) Tenant shall fail to comply with any non-monitory provision of this Lease and after receipt of written notice, fail to correct any default within twenty(20) days after written notice or if the compliance cannot reasonably be corrected within the twenty (20)day period, then Tenant shall not be deerned in default if Tenant commences a cure within twenty(20)days of the written notice and diligently pursues same to completion within thirty(-3)0) days; (iii) the Premises shall be taken on execution aro process of law in any action against Tenant; (iv) Tenant shall become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord in writing that it anticipates either condition; (v) Tenant takes any action, or notifies Landlord in writing that Tenant intends, to file a petition under any section or chapter of the Bankruptcy Code as amended, or under any similar law or statute of the United States or any State; or a petition shall be filed against Tenant under any such statute which is not dismissed within days after the filing of it; or (vi) a receiver or trustee shall be appointed for 'renwil's leasehold interest in the Premises or for all or a substantial part of the assets of Tenant and not discharged within days after the appointment of a receiver or trustee, (b) On the occurrence of any Event of Default and after the applicable notice and cure period,and subject to terms and conditions provided here, Landlord in ay: (i) without terminating this Lease and without entering into possession of the Premises, continue this Lease in effect and enforce all rights of Landlord, and obligations of Tenant wider this Lease, including the filing of suit for the collection of monthly Rent, operating charges, and all other sums due as they accrue (including attorneys' fees and other damages). Acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver on Landlord's initiative to protect its interest under this Lease shall not constitute a termination of this Lease or Tenant's right to possession under this Lease; (ii) re-enter and repossess the Premises, subject to notice, and any and all improvements on and additions to the Premises and remove all Persons and property frorn the Premises by a suitable action or proceeding at law or in equity without being liable for ally dama,,es, No re-entry by Landlord shall be deemed itermination or an acceptance of a surrender of this Lease; (iii) terminate this Lease and sue Tenant for damages under this Lease which damages shall be an amount equal to: [00225161.1 9 Approved:Landlord Accepted:Tenant M Zr MMWI EstmMaynton Bou"M 136'70.5 V'Me M 209 S. 18 dmflAoc (A) the sum of all amounts due under this Lease to the date oft in `oy plus (B) the aggregate Rent remaining over the unexpired portion of the Term plus the reasonable cost to Landlord for any repairs and other costs of reletting, all reduced to present value using a discount to equal to the interest rate of a governmental security having a maturity closest to the then current expiration of the Term;less (C) the, aggregate fair net rental value of the Premises over the remaining portion C� of the Term provided, however, a reasonable period of time, not to exceed Six (6) months, may be considered as a leasing period by which the Premises would not be leased and therefore no income would be realized for such period reduced to present value; is (D) Landlord's costs and expenses incurred in the enforcement of these provisions, including reasonable attorney's fees; (iv) reef any or all of the Premises for Tenant's account for any or all of the remainder of the Term or fora period exceeding the remainder of the Term, in which event Tenant shall pay to Landlord, at the timesand in the manner specified by the provisions of this Lease the Rent accruing during the remainder, less any Rent received by Landlord, with respect to the remainder, from the reletting, as well as the cost to Landlord of any reasonable attorney's fees actually incurred, or for any repairs or cost of reletting or other action (including those taken in exercising Landlord's rights under any provision of this Lease)taken by Landlord on account of the Event of Default but in no event shall Landlord be liable in any respect for failure to relet the Premises after good faith efforts to do so ori the event of reletting, for failure to collect the Rent under this Lease. Any sums received by Landlord on a reletting in excess of the Rent reserved for this Lease shall belong to Landlord; (v) cure the Event of Default in any other manner(after giving Tenant written notice of Landlord's intention to do so except in the case of emergency), in is event Tenant shall reimburse Landlord for all expenses reasonably incurred by Landlord in doing so plus ten percent (10%) of the expenses to cover Landlord's administrative costs and expenses, plus interest on all of the foregoing at the rate of seventeen percent (17%) per annum, which expenses and interest shall be additional Rent and shall be payable by Tenant immediately on demand by Landlord; and/or (vi) pursue any combination of these remedies and/or any other remedy available to Landlord on account of the Event of Default at law or in equity. (c) If legal proceedings are instituted, and a compromise or settlement shall be made, it shall not be constituted as a waiver of any subsequent breach of any covenant, condition of agreement contained in this Lease. All such remedies of Landlord shall be cumulative, and in addition, Landlord may pursue any other remedies that may be permitted by law or in equity. Forbearance by Landlord toenforce one or more oft ese remedies on an event of default shall not be deemed or construed to constitute a waiver of the default. x00225161.13 4 ) 10 Approved.Landlord Accepted.Tenant M:%eOIEMMC�BoyatonDoundLas 13670 1 U-case 17. USE. (a) The Tenant shall use the Prem.1ses for office use only arid for no other purpose whatsoever, Tenant shall comply with all present and future laws or ordinances applicable to the Premises and shall not commit or suffer waste on the Premises, or use or permit anything on the Premises which may be illegal, or constitute a private or public nuisance, or conflict with or invalidate or increase the cost of any of Landlord's hazard, fire, liability and extended coverage insurance, or is may be dangerous to persons or the property. Tenant, its agents, employees, patients, customers or invitees shall not: (i) smoke tobacco or other similar product within the building on the Premises; and (ii) loiter or lounge within the Conimon Area or outside the building on the Premises, (b) Tenant acknowledges and agrees that Tenant is solely responsible for obtaining all permits for use of the Premises and any governmental approvals at Tenant's sole cost and expense. Landlord makes no representation or warranty as to the permissibility of Tenant's intended use or as to is permits or governmental approvals Tenant will need to obtain to operate in the Premises as Tenant intends. Tenant understands, acknowledges and agrees that it is assuming the risk in entering into this Lease as to the obtaining of permits and governmental approvals for its intended use of the Premises. 18. RENEWAL OPTION. (a) Provided Tenant has not been in default under this Lease beyond applicable cure periods, Tenant shall have two (2) independent options to renew (the "Option Terms"). The Fixed Rent during each one of the Option Terms shall be One Hundred and Two Thousand Dollars ($10-2,000.00) per year, payable in equal monthly installments of Eight Thousand Five Hundred Dollars ($8500.00) per month. (b) The Tenant, in exercising the option to renew granted hereunder, she give Landlord written notice no later than three (3) months prior to the upcoming expiration of the Lease. All other ternis and conditions of the Lease shall remain for the Option Term except that the Security Deposit shall be increased and paid before the expiration of the Initial Term of the Lease so that itshall equal one full months'Rent as established pursuant to the Option Terms. 19. HOLDING OVE R. In the event of holding over by Tenant out Landlord's written consent Tenant shall pay Rent equal to one hundred fifty percent(150%) of the applicable Rent plus other stuns due from time to time under this Lease, Possession by Tenant after the expiration oft is Lease shall not be construed to extend its Term. 20. NO OFFER. The submission of this Lease by either party to the other for review shall not be considered an offer to enter into this Lease and the submission shall not bind either party in any way until both Landlord and Tenant have each executed and delivered to each other duplicate originals of this Lease. IM25161,1 <.-�IbrlI Approved:Landlord Accepted"Fenant MARealEstacc\ooyajonft1367GAV-umn209S.L@ackw.bac 21. NO CONSTRUCTION AGAINST DRAFTING PARTY. Landlord and Tenant acknowledge that each of them and their respective counsel have had an opportunity to review this Lease and that this Lease shall not be construed for or against either party merely because that party prepared or drafted this Lease or any particular provision of it. 22. SEVERABILITY. If any provision of this Lease or the application of this Lease to any person or circumstance shall to any extent be or become illegal, invalid or unenforceable, the remaining provisions of this Lease, or the application of that provision to other persons or circumstances, shall not be affected by the illegality, invalidity or unenforceability, and each remaining provision of this Lease shall be valid and enforceable to the fullest extent pennitted by law, 23. TIME OF THE ESSENCE. Time is of the essence with respect to all required acts of Tenant and Landlord and each provision of this Lease. 24. BROKERAGE COMMSSIONS. Landlord and Tenant warrant and represent that they have not dealt with any real estate broker or salesman in connection with this Lease except Mr. it O'Donnell c/o Avison Young (the "Broker"). Landlord agrees to compensate the Broker. Tenant represents, Tenant has dealt with no other person or entity which would create any liability for the payment of a commission by the other party. The party who breaches this warranty shall defend, hold harmless, and indemnify the non-breaching party from,any claims or liability arising from the breach. 25. AUTHORITN' TO EXECUTE LEASE. Tenant represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid, binding, and enforceable agreement of Tenant in accordance with the terms of this Lease. Landlord represents and warrants that Landlord is the owner of fie simple title to the property on which the Premises is located, this Lease has been duly authorized, executed and delivered by and on behalf of Tenant, and constitutes the valid, binding and enforceable agreement of Landlord in accordance with the to of this Lease. 2 6. N OLT LCES (a) All notices, demands, consents and approvals which may be or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given and received upon actual delivery (or refusal to accept delivery) to, the address of all parties designated to receive notice as set forth below or to such other place as the party to be notified may from time to time designate by at least to (10) business days notice to the other parties. Notices, demands, consents and approvals shall be deemed properly given only by. (a) tM25161.13069 1 A % 12 , ' Approved.Landlord-- £''. Accepted:Tenant MARWEttWoym.% mm 13070 re 209 SAAS ckwAoc personal delivery, or (b) sent by Federal Express or other nationally-recognized overnight delivery service; or (c) deposit in the L'Inited 'States inait certified, return receipt: requested with postage prepaid. Until changed in the manner set forth above, the addresses for notice are as follows: If to Landlord: Boynton Boundless, L.L.C. Aftn.: Michael S. Weiner 6111 Broken Sound Pkwy NW, Suite 200 Boca Raton,FL 33487 Telephone: (561)237-6819 mw e inqjCzL9s c law fi rm.com If to Tenant: City of Boynton Beach Tele one: (5 1) Email: (b) In addition to the means set forth in this Paragraph 26(a) above, any notice, demand, 219 consent or approval which may be or are required to be giver) by either party to the other hereunder, may be altemacively delivered and shall be deemed to have been Bally given and received by the receipt of electronic conirnunications commonly known as "'email," provided confirniation of receipt of such email is obtained by the notif,�in'g part- y, If email transmissions are to be sent, then they are to be sent to Landlord at mweiner@sselawf=.com and to Tenant at 27. CALRE,-CONDITION,MAINTENANCE & REPAIRS OF PRE,MISE& ACCESS. (a) Tenant acknowledges that Tenant has examined the condition of the Premises and agrees to take possession of and accept same in it's "AS IS, M7MRE IS" condition. Tenant agrees that no representa Lions with respect to the condition of the Premises or with respect to tile Condition of any plumbing, electrical, heating, ventilating. air-conditioning, cooling or refrigeration equipment or any other mechanical equipment or apparatus located in the Premises have been made by Landlord or its agents, and that Landlord shall not be bound by any promises or agreements to decorate, alter, repair, modify, maintain or improve the Premises, unless such promises or agreements are expressly set forth in this Lease. (b) Tenant shall, at Tenant own cost and expense, keep and maintain the interior of the Premises and all of the improvements located therein, including, without limitation, floors, ceilings and walls (excluding, however, the Structure of the Building as defined in Section 27(d) below) doors and windows, all plumbingfixtures, lighting, electrical, heating, plumbing, air-conditioning, cooling, ventilating and refrigeration equipment and all other landscaping, equipment, apparatus and appurtenances within the Premises, in good condition, order, ma"' itenance and repair, repairing or replacing any of same with materials of the same or better quality as originally used andtaus' said repairs to be done in a _good and, workmanlike manner, and will keep the Premises in a clean, healthful and safe condition 13 Approved-Landlord Accepted-Tenant MAROW Eswteeorawl and in accordance and in compliance with all applicable laws, ordinances and other governmental regulations, orders and directions during the to of this Lease. This obligation to keep and maintain the Premises includes, but is not limited to landscaping, pest control, and general cleaning of the Common Area. Upon the termination of this Lease, in any way, Tenant will yield up the Premises to Landlord in good condition and repair as the Premises and Personal Property was in on the first day of the Terni of the Lease; and Tenant will deliver the keys therefor at the place of paym, ent of Rent. Should Tenant fail or neglect to make such repairs, restoration or replacement promptly with or out notice from Landlordto do so, Landlord shall have the right to make all such necessary repairs,restorations or replacements at Tenant's expense and the costs incurred by Landlord in connection therewith shall become Additional Charges. (c) Additionally, any damage to, or destruction or, or repairs or replacen-lents to or with respect to the Premises, caused, arising out of or necessitated directly or indirectly by or attributable to any act or omission of Tenant or any agent, servant employee, or invitee of Tenant shall be promptly repaired, restored or replaced by Tenant at Tenant's sole cost and expense, Should Tenant fail or neglect to make such repairs, restoration or replacement promptly with or without notice from Landlord to do so, Landlord shall have the right to make all such necessary repairs, restorations or replacements at Tenant's expense and the costs of such shall become Additional Charges. g (d) Landlord, at its sole cost and expense, all keep and maintain the roof and the exterior structure of the building on the Premises (the foregoing collectively, the "Structure oft e Building"), The Structure of the Building is Landlord's sole responsibility, ail other inairitenance,repair or upkeep is Tenant's responsibility. (e) Tenant shall take, and shall have full responsibility for taking, all precautions in connection with preparation of the Premises prior to any severe storm or hurricane touching down within one hundred (1 00) miles' of Boynton Beach, Florida, including without limitation: (1) establish hurricane and storm protective procedures forte Premises and its contents; (ii) bring outdoor objects indoors; (iii) remove antennae and loose objects from the roof, and (iv) apply, if appropriate,hurricane shutters to the Premises and close all curtains and blinds. 28. EARLY OCCUPANCY. Tenant shall have the right to enter the Premises from and after the mutual execution of this Lease to install furniture, fixtures and equipment and otherwise prepare the Premises for occupancy (collectively the "Early Entry Activities"), If Tenant enters into possession of the Pren-lises prior to the Rent Commencement Date or its its contractors to enter the Premises prior to the Rent Commencement Date, itshall be for Early Entry Activities only. Such occupancy shall not affect the Rent Commencement Date or result in the imposition of any additional rental obligations of Teriatit, Tenant acknowledges, understands and agrees that Landlord shall be doing no work in connection with readying the Premises for Tenant's occupancy and that Tenant has taken the Premises in "AS IS/WHERE IS" condition as set forth in Paragraph 27. 10=5061.1 14 Approved:Landlord Accepted.,Tensnt MAReal WzkMoynton Boundlen re 209 5 1.19 Akan doe 29. 11ITTI-TENANT BUILDING. Tenant enant acknowledges, understands and agrees that the second floor of the building in which the Premises is located is occupied by another tenant and that ingress and egress to the second floor for this Tenant is via an exclusive stairway at the rear of the building and a common stairway that exits into a co=-non foyer at the, front of building, Tenant understand that the Premises is subject to a license in favor of the second floor tenant allowing the tenant, its employees, and business invitees to use such stairways for ingress and egress to their second floor premises. 30. SECOND FLOOR SPT' ON (a) Subject to availability, the Tenant shall have the option to rent the second floor of the building in which the, Premises is located in addition to the first floor. Tenant acknowledges that the second floor is presently occupied by another tenant. Landlord shall notify Tenant upon receiving notice from the present second floor tenant that present second floor tenant is vacating the second floor and after receipt of such notice, Tenant shall have thirty (30) days to exercise the option granted herein. Rent shall be an additional Two Thousand Six Hundred Fifty Dollars (S2650.00) per month if such option is exercised during the original Tenn of this Lease, If Tenant is occupying the second floor during the Option Term of this Lease, or exercises this option to rent the second floor during the Option Term,then Rent during such Option Term shall be an additional Three Thousand Dollars ($3000.00) per month. The option to rent the second floor of the building may only be exercised, and occupancy of the second floor continued,if the Tenant is occupying and renting the first floor. (b) Upon exercise of the option by Tenant, 'Tenant shall pay Landlord the appropriate amount agreed to first month's rent, last month's rent and one month's rent as security deposit as described in Section 32 with regard to the first floor of the building, 31. QUIETENJOYMENT. 'Landlord covenants and agrees, provided Tenant pays all Rent and perform the terms and condition,,; of this 1,,,ease as and when required, totake all necessary steps to secure to Tenant,and to maintain for the benefit of Tenant the quiet and peaceful possession and enjoyment of the Premises and all rights appurtenant thereto, for the to of this Lease, without disturbance, hindrance or molestation by Landlord or any other person claiming title to the Premises or any part of the Premises by through or under Landlord, 'and Landlord warrants and forever agrees to defend Tenant's interest under this Lease against the claims of any and all persons claiming title to the Premises or any part of the Premises by through or wider Landlord, 32. SECUIUTY DEPosa. (a.) Simultaneously with the execution oft 's Lease, Tenant shall pay to Landlord a sum equal to the first month's rent, the last month's rent and a security deposit equal to one month's rent. The security deposit and last month's rent all be held by Landlord without interest and without segregation as to the full and faithful performance by Tenant of the to and conditions oft is Lease. Landlor�may use all or any part of the security deposit as is necessary to cure is Approved:Londlord_,/ Accepted;Tenn a M:W,eag FsUmMoyrdan Boundkss I Y)70,1%Lcam m 209 5-L 18 ckmmdoG any default of Tenant Linder this L case and in that event and a portion or all of such security deposit is used for such purpose, Tenant shall within fifteen (15) days afternotice I'Torn Landlord replace such portions or all of such funds as may be expended by Landlord. In the last on of the Lease,provided,Tenant is not in defkult,the payment of rent for the last month's rent shall be applied to such amount then due. At the expiration of this Lease, the security deposit shall be returned to tenant without interest provided Tenant has returned the Premises to Landlord and has not otherwise been in default of this Lease, including but not limited to a default for the non-payment of rent, (b.) In the event Tenant exercise the option to rent the second floor of the building,, at,the time of the exercise of such option, Tenant shall pay to Landlord an additional sum equal to the last month's rent for the second floor and a security deposit equal to on month's rent for the second floor. The security deposit and last month's rent shall be held by Landlord on the same terms and conditions as the original security deposit and last month's rent deposit paid at the time of the original execution of the Lease. 33. —ENTIRIE AGREEMEN . This Lease contains the entire agreement between the parties with respect to its subject matter and negotiations relating to its subject matter, and this Lease supersedes all previous lever agreements, This In may be amended only by subsequent written agreement between the parties. Except for those that are set forth in this Lease, no representations, prior written or oral promises, warranties oragreements made by Landlord or Tenant all be applicable to this Lease. 34. GO'vrFRNING LAW VENUE, This Lease shall be goveriled by and shall be construed and interpreted inaccordance with the laws of tile State of Florida and venue for any action shall be in Palm Beach County, Florida, 35. ATTORNEVS FTEES/COLLECTION COSTS. hi the event Tenant or Landlord defaults in the perforniance of any of the terms, covenants, agreements or conditions contained in this Lease or iti the event Landlord places the enforcement of this Lease for the collection of any Rent due or to become due, or the recovery of possession of the Prentlises in the hands of an attorney, or in the event either party files suit against the other, wid-i respect to the enforcement of its rights under this LeaseTeriarn and Landlord a&Irree that the prevailing party shall be entitled to be reimbursed by the non-prevailing party for all reasonable attorney's fees, expert witness fees, paralegal fees and court costs incurred by the prevailing party. All costs charged to or incurred by Landlord in the collection of any amounts owed pursuant to this Lease, including reasonable attorney's fees and court costs, shall, be paid by Temint, and, at the option of Landlord, shall be deemed to be additional Rent wider this Lease and shall be due from Tenant to Landlord on the first day of the following month. 16 Approved:Landlord Accepted.Tenant_, 36. RADON G .S. Radon is a naturally occwTing 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. 37. CONFIDENTIALITY. Each party to this Lease agrees not to disclose the economic terms of this Lease except as each party respectively determines to be necessary for the conduct of its business. Neither party shall issue, any press releases pertaining to this Lease or containing the economic terms of this Lease without the prior written consent of the,other party, 38. MEMO RANDI U.N.1.0F LEASE. Tenant shall not permit, allow or cause this Lease, or any amendment to this Lease, to be recorded in any public registry oroffice of register of deeds. Landlord may record a memorandum in the Public Records to preserve its rights pursuant to Paragraph 9 hereinabove. 39. WAIVER OF THE RIGHT TO TRIAL BY JU Y. LANDLORD AND TENANT KNOWINGLY AND INTENTIONALLY WAIVE THE TT TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY INSTITUTE AFTER THE EXECUTION OF THIS LEASE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE ORTHE PREMISES. 40. COVENANT AGAINST.WIT RHOLDING RENTAL. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or renewals of this Lease, it is understood and agreed that in the event of default in performance of any agreement, condition, or other provisions to be performed by the Landlord, or if for any other reason Tenant might be entitled to any reimbursement from Landlord, in no event shall Tenant deduct or withhold any such amount from rental payments due Landlord pursuant tothe rental provision of this Lease, if 5ent. 41. MONTH'LYRE-NTAL STATEMENTS. The Landlord shall not be required to send to Tenant monthly statements for rentals due or to become due under the to and conditions of this Lease. However,past due reminders shall be considered notice under Paragraph 16(a)(i) of this Lease, 100225161.1 17 Approved:Landlord Accepted:Tenant MAReal Examlftymn Boundless 13670.14Lzm re 244 5.1.18 ctoandoc 42. PARTIAL INV&LLIDITY. If any to or provision of this Lease or the application of any to or provision of this Lease to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of that to or provision to parties or circumstances other than chose as to which it is held invalid or unenforceable, shall not be affected by the invalidity or unenforceability,, and each terin and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 43. DEMINMON QF_ � AND LIABILITY OF LANDLORD. The term "Landlord" as used in this Lease means only the owner for the time being of the Premises or the owner of a leasehold interest in the Premises so that in the event of sale of the Premises or an assignment of this Lease, or a demise of the Premises, Landlord shall be entirely freed and relieved of all obligations of Landlord under this Lease, and it shall,be deemed without further agreement between the parties and the purchaser(s), assignee(s) or Tenant(s) that the purchaser, assignee or Tenant has assumed and agreed to observe and perform all obligations of Landlord under this Lease. It is specifically understood and agreed that there shall be no personal liability of Landlord in respect to any of the covenants, conditions or provisions of this Lease. In the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the equity of Landlord in the Premises for the satisfaction of Tenant's remedies. 44. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Rent herein stipulated shall be deemed to be other than on account oft earliest stipulated Rent, 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 provided for in this ease or available at law or in equity. 45. WAIVER OF CON,"Ei NANT OR CONDITION. T.lie failure of Landlord to insist on strict performance of any of the covenants or conditions of this Lease or to exercise any option conferred in this Lease in any one or more instances shall not be construed as a waiver or relinquishment for the future of any such covenants, conditions or options,but the same be and remain in full force and effect. 46. COI TNTERPARTS: FACSIMILE SIGNATURES. This Lease may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall. constitute but one and the same instrument. This Lease shall beeffective when the parties have forwarded their respective signatures by facsimile either to the other party or to the other party's counsel. Facsimile signatures shall have the same legal effect as original signatures, 180225161.130&9"52631) Approved:Landlord Accepted-Tenant MARWF=WywaaBea IN WrINESS OF, the parties hereto have executed this Lease as of the day and year first above-written. WITNESSES: LANDLORD:BOYNTON , HQU-N L SS L. . ., a Florida limited liabi_W' o tip n By; � Print Naze: MichAl S. `weir, Man ger Prika-mM_�e � WITNESSES: . CITYO B0 TONBI .AC H k77�i, By: PrintNName: �, = Z... PrntNal e. I �. E� LMSFOR STATE OF FLO A orae COUNTY OF PALM BEACH The foregoing instrument was acknowledged before,me this day of , 201 S, by Michael S. Weiner, Manager of BOYNTON BOU ISL SS,L.L.C., a 'lon a limited' 'ability company, on behalf of the company,who is personally kn 1 tome. AA44,u won zmz° t ZI 4 qIV Fignatare of tary;l'ublic My Commission Expires: , *' TIFF . _* 1 14 F 16, Waded Nu r ;00215161.1 5263; 19 Approved-Landlord - Accepted:Tenant _ zr M*e®1 CsteceVloymon Houndku 13670.1 V,este x 209 5.1.18 claadoc STATE OF FLORIDA COUNTY OF PALM BEACH The fiOrFgoing instrument ra acls cowled ed before sae this � � ay cif 201 , bye �� as City of Boynton Beach, rlc has his `vet's license as identification. Signtary Public -- MY CommissionExpires- LYNN f^, M.SWANSON *, 1 1 `' 1 11, 1 3 a� "" m Vaal n i st6r,m 3} Approved: ndi ordf s. _. Accepted:Tenant MAMEKatMopmBoundkof36°l0.111.aoeit20QS.E,I6ekm.�c EXHIBIT GG " Nit n-mit"° �� •�o l� � �r �I y�� % a ;� I " r of Yj J .� F C•„ 10' d Ia. p F76.FS } III � ✓ t°�iP�� g. rl.j 4- l ."W. IST VE, t mos ds 7., .r f sege.�s til F Zfl Approved:Landlord Accepted:Tenant -.ymonao w,,3767o,i se 2035.1.%6 DR Consumer's" IL 1 ®1 ,yww �y dW':, M '2.12, Statutes _ NORI .. 1544C-0 07/31/2017 07/3"1/2022 MUNICIPAL C4ftffcale Number PYWVVe Date Fxphven Die ['Xempton ur sum This flee that BEACHCITY OF BOYNTON 100 E BOYNTON BEACH BLVD BOYNTON BEACH FL 33435,38M Is exempt from the payment of FloridaI tax on real Property ,transient !property rented,tangible Personal PrOPOrtY Purchased or rented,or services . . .,...._ — Important Information for Exempt Organization7s R.10/15 FIORIOA t You must provide all vendors and suppliers with an examptloin cartificate before maldngern purchases. Ses Rule 1 1.033" Fibrida AdmiNstrative Code,(KA. .. 2. Your Consumart Certificate of EK@mpftn Is is by your organization for your n i customary nonprofit activities. 3® Purchases made by an lndMduW on behalf of the organization am taxablej even N the Individual will be reimbursed , 4. This exemption app Iles only to purchases your organ! tion makes. The sale or lease to others of tsnglbls personal property,sleeping accommodations, or other real property Is taxable, Your organization must register, collectand and remit sales and use tax an such taxable transactions. mote: Churches aro exempt from this requirernent exospt when they are Me lesser of real pro (Rule 12A-1.070, FAC.). S. It Is a criminal offense to fraudulently present this certificate da ft payment of sales tax. Underno circumstances should this certifi to be used for the personal benefit of any Individual. i p il!be liable r pay ratof les plus penalty of of the F d y b n tt felony, Any violation will require the revocation of this certlfl te. ft you have questions regarding your exemption cartificate,please contact the Exemption Unit of Account Management at 800-352-3671. From the available options,select"Registration of Taxes,"thea "Registratlon information,"and finally"Exemption i t NonprofitEntities," The mailing address Is PO Box 8433, Tallahassee"FIL 32314-64K i LEASE THIS LEASE ("Lease") is made and entered into at Delray Beach, Florida, this 28th day of August, 2018, by and between BOYNTON BOUNDLESS, L.L.C., a Florida limited liability company, hereinafter called "Landlord", with a mailing address of 6111 Broken Sound Pkwy NW, Suite 200, Boca Raton, Florida 33487 and E2L Real Estate Solutions, LLC hereinafter called"Tenant", with a mailing address of 1400 West Fairbanks Ave., Suite 201, Winter Park FL 32789. 1. DEFINED TERMS. Wherever used in this Lease,the following terms shall be construed to mean as follows: (a) "Premises" shall mean the second floor of the building, including an outdoor balcony, along with the non-exclusive right to the use of Common Areas which are owned by the Landlord as herein shown on the survey,which is attached as Exhibit"A". (b) "Common Areas"shall mean all common facilities in and around the building(whether or not shown on Exhibit "A" or made available hereafter), including without limitation the parking area, aisles, sidewalks, loading areas, passageways, stairs (including but not limited to the spiral staircase), ramps, landscaping, foyer and greeting area at the base of the spiral staircase,and other common service areas subject to the conditions hereinafter set forth. (c) "Lease Year" as used herein shall mean each consecutive twelve-month period beginning with the first (I") day of September, 2018, (the "Commencement Date') and ending August 31,2019. (d) "Rent"shall mean and include rent,Base Rent,Additional Charges, costs and expenses, sums or amounts due to the Landlord. 2. DESCRIPTION OF PREMISES. In consideration of the payment of all Rent and the performance of the covenants as hereinafter set forth, the Landlord demises unto Tenant, and Tenant leases from Landlord, subject to all conditions and easements of record, and to a non-exclusive reserved license as further described herein, for the Term and upon the terms and conditions set forth in this Lease, the Premises described as 209 N. Seacrest Boulevard, Boynton Beach, Florida and further described in Exhibit"A". 3. LEASE TERM. (a) The term of this Lease shall be for a period of two (2) years (the "Term"). The Tenn shall commence on September 1, 2018 and shall expire at midnight on August 31, 2020. If for any reason Tenant discontinues the use of the Premises, Tenant shall still remain liable for the performance of this Lease and the payment of the Rent under this Lease, subject to the terms of this Lease. (b) This Leases 1 na at the end of the Term without the necessity of any notice 1 Approved:Landlord : Accepted:Tenant from either Landlord or Tenant to terminate the same,and Tenant hereby waives notice to vacate or quit the Premises and agrees that Landlord shall be entitled to the benefit of all provisions under this Lease respecting the summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice had been given. (c) In addition to any other Landlord access rights to the Premises as provided for in this Lease, for the period of three (3)months prior to the expiration of the Term, Landlord shall have the right to show the Premises and all parts thereof to prospective tenants during normal business hours. Tenant shall deliver and surrender to Landlord possession of the Premises and Personal Property upon the expiration of this Lease or its termination in any way, in as good condition and repair as the same shall be in as of the first day of the term of this Lease. (d) Anything herein to the contrary notwithstanding,the Tenant may terminate this Lease at any time by giving ninety (90) days written notice, in which case the Lease shall end on the ninety-first (91St) day from the receipt of such notice. Tenant shall be liable only for such rent through the ninety-first(911)day and no other rent. The option to end the Lease pursuant to this paragraph 3(d)is the sole and exclusive option of the Tenant. 4. RENT. (a) The "Rent Commencement Date"shall be June 1, 2018. Tenant agrees to pay, as Rent for the use of the Leased Premises during the Term of this Lease, a total of$31,800.00, plus applicable sales tax,which shall be payable in equal monthly installments of$2,650.00 plus sales tax at 6.8% ($180.20) so that monthly Rent payment shall be $2,830.02 for the Tenn of the Lease Year. (b) All payments due under this Lease shall be paid monthly in advance on or before the first day of each month (the "Due Date") without reduction, abatement or set-off(except as specifically provided in this Lease), and shall be mailed or delivered to Landlord's office at the address above, or at any other address for the payment of Rent that Landlord may give notice of to Tenant. (c) Any payment due and not paid within five(5) business days of the Due Date shall bear interest retroactive from the Due Date at a rate of seventeen percent(17%)per annum until paid. In addition, the Tenant shall pay Landlord a late payment in an amount equal to ten percent (10%)of the delinquent payment if the Tenant should pay by check but such check is dishonored or otherwise returned uncollected. Landlord and Tenant agree that such interest and late charge are fair and equitable under the circumstances and do not represent a forfeiture or penalty. 5. SERVICES. Tenant shall pay before delinquency,at its sole cost and expense,all charges for water, gas, heat, electricity, power, telephone service, sewer service charges, and any and all other utilities charged or attributable to the Premises, and all other services or utilities used in,on,or about the Premises by Tenant or any of its subtenants, licensees, or concessionaires and throughout the Term of this Lease. 6. SIGNAGE. W z Approved:lAndlo �� Accepted:Tempt Tenant shall only display or erect such signs that have been approved by the Landlord. Tenant shall obtain all permits and licenses for such signs and such signs shall at all times and in all respects comply with applicable codes, ordinances, laws and statutes concerning same. Tenant shall not exhibit or affix any other type of sign, decal, advertisement, notice or other writing, or projection to walls or doors of the Premises or the building except for these which have been approved by the Landlord in Landlord's sole discretion. All such signs shall be installed and maintained in good condition and repair at all times, at Tenant's sole cost and expense. 7. SUBLEASE AND ASSIGNMENT. The Tenant or successors in interest to Tenant, shall not mortgage, pledge, encumber, franchise, assign or in any manner transfer this Lease, voluntarily or involuntarily, by operation of law or otherwise, nor shall the Tenant permit the Premises or any part thereof to be sublet, used or occupied for the conduct of any business by any third person or business entity, or for any purpose other than is herein authorized, without the prior written consent of the Landlord. Such consent shall not be unreasonably withheld provided that the present principals of Tenant control the assignee to which Tenant chooses to assign. 8. ALTERATIONS BY TENANT AND LANDLORD. (a) All additions, alterations, improvements and fixtures (except Tenant's movable trade fixtures and signage)in or on the Premises,whether placed there by Tenant or by Landlord,shall become Landlord's property and shall remain on the Premises at the termination of this Lease by lapse of time,or otherwise, without compensation or allowance or credit to Tenant. Tenant shall not make additions, changes, alterations or improvements to the Premises costing more than $2,500.00 in the aggregate in any one Lease Year, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Even if Landlord's consent is not required,Tenant shall give Landlord prior written notice specifying any work to be done. If Landlord grants its consent, Landlord may impose reasonable requirements as a condition of consent including without limitation the submission of plans and specifications for Landlord's prior written approval, obtaining necessary permits, obtaining insurance, prior approval of contractor (not to be unreasonably withheld) and reasonable requirements as to the manner and times in which the work shall be done. All work shall be performed in a good and workmanlike manner and shall be in accordance with plans and specifications (approved by Landlord if approval is required by the above provisions) and shall be made in accordance with all applicable laws, ordinances, and codes. If any of such work may affect the Structure of the Building or interfere with building systems or operation,Landlord may require that such work be performed under Landlord's supervision (but at no additional cost to Tenant for such supervision). The repairs shall be done in a good and workman like manner consistent with all applicable laws,rules and regulations. Tenant shall make such alterations to the Premises to keep same in compliance with all applicable laws,rules and regulations, including, without limitation, the Americans with Disabilities Act. In the event that any governmental authority directs any modification or alteration to the Premises as the result of Tenant's occupancy, Tenant shall pay for the cost of the modification or alteration;provided however if such cost exceeds one month's rent, Landlord shall pay for any amount in excess of one month's rent but provided further if such costs exceed two month's rent, either party may cancel this Lease on thirty (30) days' notice. ,e 3 Approved:LaodJo _ _ Accepted:Tenaot (b) Pursuant to Paragraph 9 hereinbelow, Tenant shall keep the Premises and all parts of the Premises at all times free of mechanics' liens and any other lien for labor, services, supplies, equipment or material purchased or procured, directly or indirectly, by or for Tenant and all persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises, and all material men, contractors, mechanics and laborers are charged with notice that they must look only to the Tenant and to the Tenant's interests in the Premises to secure the payment of any bill for work done or material famished at the request or instruction of Tenant. 9. CONSTRUCTION LIEN. Tenant shall keep the Premises and all parts of the Premises at all times free of mechanics' liens and any other lien for labor, services, supplies, equipment or material purchased or procured,directly or indirectly,by or for Tenant. Tenant further agrees that Tenant will promptly pay and satisfy all liens of contractors, subcontractors, mechanics, laborers, material men and other items of like character, and will indemnify Landlord against all expenses, costs and charges, including bond premiums for release of liens and attorney's fees and costs reasonably incurred in and about the defense of any suit in discharging the Premises, from any liens, judgments, or encumbrances caused or suffered by Tenant. In the event any such lien shall he made or filed,Tenant shall bond against or discharge the same within five(5)days after the same has been made or filed. It is understood and agreed between the parties that the expenses, costs and charges above referred to shall be considered as Rent due and shall be included in any lien or other claim for Rent. The Tenant shall not have any authority to create any liens for labor or material on the Landlord's interest in the Premises. All persons contracting with the Tenant for the construction or removal of any facilities or other improvements on or about the Premises,and all material men, contractors, mechanics and laborers are now charged with notice that they must look only to the Tenant and to the Tenant's interests in the Premises to secure the payment of any bill for work done or material famished at the request or instruction of Tenant. In accordance with Florida Statutes Section 713.10 Landlord shall have the right to post on the Premises and to file and/or record in. the Public Records or court registry, as applicable, notices of non- responsibility and such other notices as Landlord may reasonably deem proper for the protection of Landlord's interest in the Premises. Tenant shall, before the commencement of any work which might result in any lien on the Premises,give Landlord reasonable written notice under the 4 circumstances of its intention to commence work. 10. HAZARDOUS SUBSTANCES. (a) Tenant shall not bring on or permit to be brought on the Premises any hazardous substances, except normal office supplies.Tenant shall not use the Premises for the manufacture, storage, disposal or handling of any hazardous substances, and Tenant shall indemnify and hold harmless Landlord from and against any and all loss, claim, damages, liability, cost or expense, including reasonable attorney's fees actually incurred at customary hourly rates, court costs and remediation costs and expenses incurred by Landlord arising from or relating to: (i) Tenant's violation of the terms of this paragraph; and (ii) any other environmental contamination of the Premises, including, without limitation, the costs of remediation. The indemnification described here shall survive the expiration or other termination of Tenant's leasehold interest in the Premises. Tenant further agwcs at all times during the term of this Lease,and on the termination of the terms of this1. Te ant shall comply with all applicable environmental protection laws, rules or requir ents, !shall promptly cure all violations thereof arising from its non- 4 on4 Approved:L audl Accepted:Tenant compliance, including but not limited to the preparation, delivery and/or filing with the applicable governmental authorities and with the Landlord, of all forms, certificates, notices, documents, plans and other writings, and the furnishing of such other information as may be required or requested by the Landlord, its mortgagee or any applicable governmental authority in connection with the sale, lease, transfer, mortgaging or other disposition of the building and/or lands. It is specifically acknowledged and agreed that the provisions of this paragraph shall survive the termination of this Lease,regardless of the reason or cause of termination. (b) Hazardous substances means any chemical, substance, material, controlled substance, object, condition, waste, mold, living organisms or combination thereof which is or may be hazardous to human health or safety or to the environment due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, infectiousness or other harmful properties or effects, including, without limitation, petroleum products, lead, asbestos, radon, polychlorinated biphenyls (PCBs) and all of those chemicals, substances, materials, controlled substances, objects or which are now or become in the future listed, defined or regulated by any federal,state or local law. 11. INSURANCE. (a) At all times during the Term of this Lease and any renewals of this Lease Tenant shall obtain and keep in full force and effect: (i) commercial general liability insurance, such insurance to insure against liability for bodily injury and death and for property damage in an amount which is commercially reasonable and with Landlord's prior consent to the carrier and amount and combined single limit on a per occurrence basis; finther Tenant shall also maintain at all times during this lease an umbrella insurance policy in a commercially reasonable amount; (ii) workmen's compensation as required by law providing statutory benefits for all persons employed by Tenant in connection with the Premises;and (iii) builder's risk insurance during all periods in which Tenant is constructing alterations or additions to or within the Premises, in commercially reasonable amounts and with Landlord's prior consent to the carrier and amounts. (b) All insurance that Tenant shall be required to effect pursuant to this provision shall be underwritten by insurance companies that are licensed or authorized to do business in and shall be in good standing with the State of Florida and rated A or better by AM Best and Company or its equivalent. All insurance contracts that Tenant is required to maintain under this Lease shall be issued for terms of not less than one year and shall contain a provision that they shall not be subject to cancellation, non-renewal or material reduction in coverage as to the Premises unless Landlord shall be served with a written notice not later than days prior to cancellation, non- renewal or material reduction in coverage; for purposes of the foregoing, "material reduction in coverage" shall mean change from "all-risk" casualty insurance coverage, or a material increase in deductible. (c) Landlord and Ten that Landlord shall be insuring Landlord's interests as Landlord deems reason propriate, taking into account generally acceptable business s Approved:Lsadia Accepted:Tenant i i practices; provided; however, Landlord shall cooperate with Tenant to assure that insurance coverage is not duplicated. (d) Tenant is a self-insured, sovereign entity of the State of Florida, and its self-insurance limitations are provided by law. Tenant is provided with comprehensive general liability insurance through the State Risk Management Trust Fund with limits of coverage up to a maximum of$200,000 per person and$300,000 in the aggregate per occurrence, pursuant to the j terns and limitations of Sections 768.28, Florida Statutes and Chapter 284, Part 11, Florida Statutes, or as amended from time to time. Worker's Compensation insurance is maintained in full compliance with Florida law. Tenant shall provide Landlord or their respective designees, prior to, or during, the use or occupancy of the Premises,with a Certificate of Self-Insurance or Certificate of Insurance evidencing TENANT'S self-insured Risk Management Program in accordance with Section 768.28, Florida Statutes, and/or any maintained excess property insurance applicable to this Lease Agreement. Notwithstanding any other provision set forth in this lease agreement, nothing contained herein shale be construed as a waiver of the Tenant's right to sovereign immunity under section 768.28, or other limitations imposed on the Tenant's potential liability under state or federal law. Notwithstanding anything contained in the Master Lease to the contrary, as between Landlord and Tenant only, all insurance proceeds or condemnation awards received by Landlord under the Master Lease shall be deemed to be the property of Landlord. In the event of a casualty or condemnation, Tenant shall have the right to make a separate claim for damages to Tenants personal property to the extent permitted under the Master Lease. 12. INDEMNIFICATION/HOLD MARMLESS. Landlord, its partners, representatives, agents, and their respective officers and employees, shall not be liable to Tenant, or to Tenant's officers, directors, shareholders, agents, servants, employees, customers or invitees, for any damage to person or property in or about the Premises caused by any act, omission or neglect of Tenant and its agents and their respective officers, directors, shareholders, and employees, and Tenant agrees to indemnify and hold harmless Landlord from all claims for any such damage. Tenant and its agents and their respective officers, directors and shareholders and employees shall not be liable to Landlord or to Landlord's partners, representatives, agents, servants, customers, or invitees and their respective officers and employees for any damage to person or property caused by any act, omission or neglect of Landlord, its partners, representatives and agents and their respective officers and employees and Landlord agrees to indemnify and hold harmless Tenant from all claims for any such damage. The Tenant further covenants and agrees with the Landlord that during the term of this Lease and for such other times as the Tenant shall hold or have access to the Premises, that: Landlord and its affiliates shall not be liable to the Tenant or to any other person for any claim, injury, loss or damage to any person or property on or about the Premises; and Tenant will save the Landlord harmless and indemnified from and against such claim, injury, loss or damage (including defense costs). 13. DAMAGE OR DESTRUCTION. (a) If the Premises shall be damaged by fire or other casualty but the Premises are not thereby rendered untenantabl n whole or in part,Tenant shall cause the Premises to be repaired and the Rent shall not be t 6 Approved:Undto Accepted:Teonnt I i (b) If the Premises shall be damaged by fire or other casualty and the Premises are rendered partially untenantable, Tenant shall cause the Premises to be repaired. In the event of partial untenantability, Base Rent and only Base Rent shall be abated proportionately. In the event that the structural damage shall exceed Twenty-Five Thousand($25,000.00) Dollars, then the parties agree that the Premises are rendered wholly untenantable and the Landlord or Tenant shall have the option to terminate the Lease as set forth below. (c) Tenant shall not be entitled to any compensation or damages from Landlord for the loss of the use of the whole or any part of the Premises or damage to Tenant's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. (d) If the Premises are rendered wholly untenantable, or if the building is damaged to the extent of more than Twenty-Five Thousand ($25,000.00) Dollars, then in any of such events, Tenant or Landlord may elect to terminate this Lease by giving notice of such election to the other party within thirty(30)days after the occurrence of such event. If such notice is given,the rights and obligations of the parties shall cease as of the date of such notice,and Rent(other than Rent due Landlord by reason of Tenant's failure to perform any of its obligation hereunder) shall be adjusted as of the date of such termination. Tenant's option to terminate this Lease as provided in this Paragraph 13 shall be available to Tenant only if the damage by fire or other casualty is not attributable to the act,omission or neglect of Tenant. 14. CONDEMNATION. (a) Total Taking. If all the Premises are taken by the power of eminent domain exercised by any governmental or quasi-governmental authority, this Lease shall terminate as of the earlier of: (i) the date Tenant is required to vacate the Premises;or (ii) the date title passes to the condemning authority, and on either such date of termination, all Minimum Rent, Additional Rent, and other costs due under this Lease shall be paid to that date. The term `eminent domain" includes the taking or damaging of property by, through, or under any governmental or quasi-governmental authority, and any purchase or acquisition in lieu of such a taking,whether or not the damaging or taking is by the government or any other person. (b) Partial Taking. Tenant may terminate this Lease on three (3) months' prior written notice to Landlord for any of the following events of partial taking: (i)if more than twenty-five percent(25%)of the rentable square feet of floor area of the building on the Premises shall be taken or appropriated;or (ii)the access to the Premises is materially adversely affected. (c) Landlord reserves all 'ghts to the entire damage award or payment for any taking by eminent domain. Tenant sh however, have the right to claim from the condemning authority all compensation that rr ay recoverable Tenant on account of any loss incurred by Tenant, including, but not Ii e , loss d to removing Tenant's merchandise, furniture, trade 7 Approved:Landlo Accepted:Tenant 4 fixtures, and equipment or for damage to Tenant's business, loss of business, and/or loss of leasehold interest; provided, however, that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord's damages. 15. ESTOPPEL CERTIFICATE. Landlord and Tenant agree that they will from time to time, on request from each other, within ten (10) business days after notice from the other, execute and deliver to persons as the requesting party shall request, a statement certifying that this Lease is unmodified and in full force and effect(or if there have been modifications, that the Lease is in full force and effect as so modified), stating the dates that Rent and other charges payable under this Lease have been paid, stating the commencement and termination dates of the current term of the Lease and stating whatever options to extend there may be in the Lease, stating that Landlord or Tenant, as applicable, is not in default under this Lease to the best of that party's knowledge after due inquiry (or if Landlord or Tenant, as applicable, have alleged a default, stating the nature of the alleged default), and further stating other matters relating to the Lease that the requesting party shall reasonably require. 16. TENANT DEFAULT. (a) It shall be a default("Event of Default") under this Lease if: (i) Tenant shall fail to pay any Rent or any other sums of money within five (5) days after receipt of written notice that the same is due; (ii) Tenant shall fail to comply with any non-monitory provision of this Lease and after receipt of written notice,fail to correct any default within twenty(20)days after written notice or if the compliance cannot reasonably be corrected within the twenty (20) day period,then Tenant shall not be deemed in default if Tenant commences a cure within twenty(20)days of the written notice and diligently pursues same to completion within thirty(30)days; (iii) the Premises shall be taken on execution or other process of law in any action against Tenant; (iv) Tenant shall become insolvent or unable to pay its debts as they become due, or Tenant notifies Landlord in writing that it anticipates either condition; (v) Tenant takes any action, or notifies Landlord in writing that Tenant intends,to file a petition under any section or chapter of the Bankruptcy Code as amended,or under any similar law or statute of the United States or any State; or a petition shall be filed against Tenant under any such statute which is not dismissed within days after the filing of it;or (vi) a receiver or trustee shall be appointed for Tenant's leasehold interest in the Premises or for all or a substantial part of the assets of Tenant and not discharged within days after the appointment of a receiver or trustee. (b) On the occun-ence of y Event of Default and after the applicable notice and cure period,and subject to terms conditions provided here,Landlord may: Approved:Landlord Accepted:Traxat s (i) without terminating this Lease and without entering into possession of the Premises, continue this Lease in effect and enforce all rights of Landlord and obligations of Tenant under this Lease,including the filing of suit for the collection of monthly Rent, operating charges, and all other sums due as they accrue (including attorneys' fees and other damages). Acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver on Landlord's initiative to protect its interest under this Lease shall not constitute a termination of this Lease or Tenant's right to possession under this Lease; (ii) re-enter and repossess the Premises, subject to notice, and any and all improvements on and additions to the Premises and remove all persons and property from the Premises by a suitable action or proceeding at law or in equity without being liable for any damages.No re-entry by Landlord shall be deemed a termination or an acceptance of a surrender of this Lease; (iii) terminate this Lease and sue Tenant for damages under this Lease which damages shall be an amount equal to: (A) the sum of all amounts due under this Lease to the date of termination; plus (B) the reasonable cost to Landlord for any repairs and other costs of reletting, all reduced to present value using a discount rate equal to the interest rate of a governmental security having a maturity closest to the then current expiration of the Term;plus (C) Landlord's costs and expenses incurred in the enforcement of these provisions, including reasonable attorney's fees; (iv) relet any or all of the Premises for Tenant's account for any or all of the remainder of the Term or for a period exceeding the remainder of the Term, in which event Tenant shall pay to Landlord,at the times and in the manner specified by the provisions of this Lease the Rent accruing during the remainder, less any Rent received by Landlord, with respect to the remainder, from the reletting, as well as the cost to Landlord of any reasonable attorney's fees actually incurred, or for any repairs or cost of reletting or other action (including those taken in exercising Landlord's rights under any provision of this Lease)taken by Landlord on account of the Event of Default,but in no event shall Landlord be liable in any respect for failure to relet the Premises after good faith efforts to do so or in the event of reletting, for failure to collect the Rent under this Lease. Any sums received by Landlord on a reletting in excess of the Rent reserved for this Lease shall belong to Landlord; (v) cure the Event of Default in any other manner(after giving Tenant written notice of Landlord's intention to do so except in the case of emergency), in which event Tenant shall reimburse Landlord for all expenses reasonably incurred by Landlord in doing so plus ten percent (10%) of the expenses to cover Landlord's administrative costs and expenses, plus interest on, all of the foregoing at the rate of seventeen percent (17%) per annum, which expenses and interest shall be additional Rent and shall be payable by Tenant immediately on demand by Landlord; and/or (vi) pursue any co ination of these remedies and/or any other remedy available to Landlord on account of vent of Default at law or in equity. 9 "� Approved:hal � •. Accepted:Tenant Aely .. ........... i (c) If legal proceedings are instituted, and a compromise or settlement shall be made, it shall not be constituted as a waiver of any subsequent breach of any covenant, condition or agreement contained in this Lease. All such remedies of Landlord shall be cumulative, and in addition, Landlord may pursue any other remedies that may be permitted by law or in equity. Forbearance by Landlord to enforce one or more of these remedies on an event of default shall not be deemed or construed to constitute a waiver of the default. 17. USE. (a) The Tenant shall use the Premises for office use only and for no other purpose whatsoever. Tenant shall comply with all present and future laws or ordinances applicable to the Premises and shall not commit or suffer waste on the Premises,or use or permit anything on the Premises which may be illegal, or constitute a private or public nuisance, or conflict with or invalidate or increase the cost of any of Landlord's hazard, fire, liability and extended coverage insurance, or which may be dangerous to persons or the property. Tenant, its agents, employees, patients, customers or invitees shall not: (i) smoke tobacco or other similar product within the building on the Premises; and (ii) loiter or lounge within the Common Area or outside the building on the Premises. (b) Landlord states that Landlord has no objection to Tenant's use including use of a webcam,or webcam broadcast. Tenant acknowledges and agrees that Tenant is solely responsible for obtaining all permits for use of the Premises and any governmental approvals at Tenant's sole cost and expense. Landlord makes no representation or warranty as to the permissibility of Tenant's intended use or as to which permits or governmental approvals Tenant will need to obtain to operate in the Premises as Tenant intends. Tenant understands, acknowledges and agrees that it is assuming the risk in entering into this Lease as to the obtaining of permits and governmental approvals for its intended use of the Premises. 18. RENEWAL_OPTION. (a) Provided Tenant has not been in default under this Lease beyond applicable cure periods, Tenant shall have one (1)option to renew(the "Option Term') for a period of twenty- four(24)months. The Fixed Rent during the Option Term shall be Thirty-Seven Thousand Two Hundred Dollars ($37,200.00) per year, payable in equal monthly installments of Three Thousand One Hundred Dollars ($3,100.00) per month plus applicable sales tax. Assuming sales tax remains at 6.8%, there would be added Two Hundred Ten and 80/100 Dollars ($210.80)for a total of Three Thousand Three Hundred Ten and 80/100 Dollars($3,310.80). (b) The Tenant, in exercising the option to renew granted hereunder, shall give Landlord written notice no later than three (3) months prior to the upcoming expiration of the Lease. All other terms and conditions of the Lease shall remain for the Option Term except that the Security Deposit shall be increased and paid before the expiration of the Initial Term of the Lease so that it shall equal one full months' Rent as established pursuant to the Option Term. 19. HOLDING OVER In the event of holdin over by Tenant without Landlord's written consent Tenant shall pay Rent equal to one hun i y p rc `t(150%)of the applicable Rent plus other sums due from to Approved:Landlord Accepted:Tenni time to time under this Lease.Possession by Tenant after the expiration of this Lease shall not be construed to extend its Term. 20. NO OFFER. The submission of this Lease by either party to the other for review shall not be considered an offer to enter into this Lease and the submission shall not bind either party in any way until both Landlord and Tenant have each executed and delivered to each other duplicate originals of this Lease. 21. NO CONSTRUCTION AGAINST DRAFTING PARTY. Landlord and Tenant acknowledge that each of them and their respective counsel have had an opportunity to review this Lease and that this Lease shall not be construed for or against either party merely because that party prepared or drafted this Lease or any particular provision of it. 22. SEVERABILITY. If any provision of this Lease or the application of this Lease to any person or circumstance shall to any extent be or become illegal, invalid or unenforceable, the remaining provisions of this Lease, or the application of that provision to other persons or circumstances, shall not be affected by the illegality, invalidity or unenforceability, and each remaining provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 23. TIME OF THE ESSENCE. Time is of the essence with respect to all required acts of Tenant and Landlord and each provision of this Lease. 24. BROKERAGE COMMISSIONS. i Landlord and Tenant warrant and represent that they have not dealt with any real estate broker or salesman in connection with this Lease except Mr. Keith O'Donnell c/o Avison Young (the `Broker"). Landlord agrees to compensate the Broker. Tenant represents, Tenant has dealt with no other person or entity which would create any liability for the payment of a commission by the other party. The party who breaches this warranty shall defend, hold harmless, and indemnify the non-breaching party from any claims or liability arising from the breach. 25. AUTHORITYTO EXECUTE LEASE. Tenant represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid, binding, and enforceable agreement of Tenant in accordance with the terms of this Lease. Landlord represents and warrants that Landlord is the owner of fee simple title to the property on which the Premises is located, this Lease has been duly authorized, executed and delivered by and on behalf of Tenant, and constitutes the valid, binding and enforceable agreement of Landlord in accordance with the terms of this Lease. u Approved:tandlo Accepted:Tenant 26. NOTICES. (a) All notices, demands, consents and approvals which may be or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given and received upon actual delivery (or refusal to accept delivery) to the address of all parties designated to receive notice as set forth below or to such other place as the party to be notified may from time to time designate by at least ten (10) business days notice to the other parties. Notices, demands, consents and approvals shall be deemed properly given only by: (a) personal delivery; or (b) sent by Federal Express or other nationally-recognized overnight delivery service; or (c) deposit in the United States mail certified, return receipt requested with postage prepaid. Until changed in the manner set forth above, the addresses for notice are as follows: If to Landlord: Boynton Boundless,L.L.C. Attn.:Michael S.Weiner 6111 Broken Sound Pkwy NW, Suite 200 Boca Raton,FL 33487 Telephone:(561)237-6819 Inveiner( ssclawfirin,co If to Tenant: Attn.:Mr.Mark Hefferin 1400 W.Fairbanks Ave.,Suite 201 Winter Park,Florida 32789 Telephone:(407)636-7919 Mobile: (407) 840-1470 MarkHefferin@E2LHoldings.com (b) In addition to the means set forth in this Paragraph 26(a) above, any notice, demand, consent or approval which may be or are required to be given by either party to the other hereunder, may be alternatively delivered and shall be deemed to have been fully given and received by the receipt of electronic communications commonly known as "email," provided confirmation of receipt of such email is obtained by the notifying party. If email transmissions are to be sent,then they are to be sent to Landlord at mweiner@ssclawfirm.com and to Tenant at MarkHefferin@E2L[ioldings.com. 27. CAgL CONDITION,MAINTENANCE&REPAIRSOF PREMISES,ACCESS. (a) Tenant acknowledges that Tenant has examined the condition of the Premises and agrees to take possession of and accept same in it's "AS IS, WHERE IS" condition. Tenant agrees that no representations with respect to the condition of the Premises or with respect to the condition of any plumbing, electrical, heating, ventilating, air-conditioning, cooling or refrigeration equipment or any other mechanical equipment or apparatus located in the Premises have been made by Landlord or its agents, and that Landlord shall not be bound by any promises or agreements to decorate, alter, repair, modify, maintain or improve the Premises,unless such promises or agreements are expressly set forth in this Lease. (b) Tenant shall, a T runt own cost and expense, keep and maintain the interior of the Premises and all f t!h im ov ments located therein, including, without limitation, 12 Approved:Landlord Accepted:Tenant, floors, ceilings and walls (excluding, however, the Structure of the Building as defined in Section 27(d) below) doors and windows, all plumbing fixtures, lighting, electrical, heating, plumbing, air-conditioning, cooling, ventilating and refrigeration equipment and all other equipment, apparatus and appurtenances within the Premises, in good condition, order, maintenance and repair, repairing or replacing any of same with materials of the same or better quality as originally used and causing said repairs to be done in a good and workmanlike manner, and will keep the Premises in a clean, healthful and safe condition and in accordance and in compliance with all applicable laws, ordinances and other governmental regulations, orders and directions during the term of this Lease. Upon the termination of this Lease, Tenant will yield up the Premises to Landlord in good condition and repair as the Premises and Personal Property was in on the first day of the Term of the Lease; and Tenant will deliver the keys therefor at the place of payment of Rent. Should Tenant fail or neglect to make such repairs, restoration or replacement promptly with or without notice from Landlord to do so, Landlord shall have the right to make all such necessary repairs, restorations or replacements at Tenant's expense and the costs incurred by Landlord in connection therewith shall become Additional Charges. (e) Additionally, any damage to, or destruction of, or repairs or replacements to or with respect to the Premises, caused, arising out of or necessitated directly or indirectly by or attributable to any act or omission of Tenant or any agent, servant employee, or invitee of Tenant shall be promptly repaired, restored or replaced by Tenant at Tenant's sole cost and expense. Should Tenant fail or neglect to make such repairs,restoration or replacement promptly with or without notice from Landlord to do so, Landlord shall have the right to make all such necessary repairs, restorations or replacements at Tenant's expense and the costs of such shall become Additional Charges. (d) Landlord, at its sole cost and expense,shall keep and maintain the roof and the exterior structure of the building on the Premises (the foregoing collectively, the "Structure of the Building"). The Structure of the Building is Landlord's sole responsibility; all other maintenance,repair or upkeep is Tenant's responsibility. (e) Tenant shall take, and shall have full responsibility for taking, all precautions in connection with preparation of the Premises prior to any severe storm or hurricane touching down within one hundred (100) miles of Boynton Beach, Florida, including without limitation: (i) establish hurricane and storm protective procedures for the Premises and its contents; (ii) bring outdoor objects indoors; (iii) remove antennae and loose objects from the roof; and (iv) apply,if appropriate,hurricane shutters to the Premises and close all curtains and blinds. 28. EARLY OCCUPANCY. Tenant shall have the right to enter the Premises from and after the mutual execution of this Lease to install furniture, fixtures and equipment and otherwise prepare the Premises for occupancy (collectively the "Early Entry Activities"). If Tenant enters into possession of the Premises prior to the Rent Commencement Date or permits its contractors to enter the Premises prior to the Rent Commencement Date, it shall be for Early Entry Activities only. Such occupancy shall not affect the Rent Commencement Date or result in the imposition of any additional rental obligations of Tenant. Tenant acknowledges, understands and agrees that Landlord shall be do' no work in connection with readying the Premises for Tenant's 13 Approved:lsadlo Accepted:Tcaaot occupancy and that Tenant has taken the Premises in "AS IS/WHERE IS"condition as set forth in Paragraph 27. 29. MULTI-TENANT BUILDING. Tenant acknowledges, understands and agrees that the first floor of the building in which the Premises is located is occupied by another tenant and that ingress and egress to the second floor is via an exclusive stairway at the rear of the building and a common stairway that exits into a common foyer at the front of building. Tenant understand that the foyer is leased to the tenant for the first floor subject to tenant's right to use set forth herein, allowing the tenant, its employees, and business invitees to use such stairways for ingress and egress to their first floor premises. 30. Intentionally Left Blank. i 31. QUIET ENJOYMENT. Landlord covenants and agrees, provided Tenant pays all Rent and performs the terms and conditions of this Lease as and when required,to take all necessary steps to secure to Tenant and to maintain for the benefit of Tenant the quiet and peaceful possession and enjoyment of the Premises and all rights appurtenant thereto, for the term of this Lease, without disturbance, hindrance or molestation by Landlord or any other person claiming title to the Premises or any part of the Premises by through or under Landlord, and Landlord warrants and forever agrees to defend Tenant's interest under this Lease against the claims of any and all persons claiming title to the Premises or any part of the Premises by through or under Landlord. 32. SECURITY DEPOSIT. (a) Simultaneously with the execution of this Lease, Tenant shall pay to Landlord a sum equal to the first month's rent,the last month's rent and a security deposit equal to one month's rent. The security deposit and last month's rent shall be held by Landlord without interest and without segregation as to the full and faithful performance by Tenant of the terms and conditions of this Lease. Landlord may use all or any part of the security deposit as is necessary to cure any default of Tenant under this Lease and in that event and a portion or all of such security deposit is used for such purpose,Tenant shall within fifteen(15)days after notice from Landlord replace such portions or all of such funds as may be expended by Landlord. In the last month of the Lease, provided, Tenant is not in default, the payment of rent for the last month's rent shall be applied to such amount then due. At the expiration of this Lease, the security deposit shall be returned to tenant without interest provided Tenant has returned the Premises to Landlord and has not otherwise been in default of this Lease, including but not limited to a default for the non- payment of rent. 33. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties with respect to its subject matter and negotiations rela'ng to its subject matter,and this Lease supersedes all previous letter agreements. This Lease y be amended only by subsequent written agreement between the parties. Except for thos t are set forth in this Lease, no representations, prior written or oral Al w Approved:LAudl Accepted:Tempt promises, warranties or agreements made by Landlord or Tenant shall be applicable to this Lease. 34. GOVERNING LAW VENUE. This Lease shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Florida and venue for any action shall be in Palm Beach County,Florida. 35. ATTORNEY'S FEES/COLLECTION COSTS. In the event Tenant or Landlord defaults in the performance of any of the terms, covenants, agreements or conditions contained in this Lease or in the event Landlord places the enforcement of this Lease for the collection of any Rent due or to become due, or the recovery of possession of the Premises in the hands of an attorney,or in the event either party files suit against the other, with respect to the enforcement of its rights under this Lease,Tenant and Landlord agree that the prevailing party shall be entitled to be reimbursed by the non-prevailing party for all reasonable attorney's fees, expert witness fees, paralegal fees and court costs incurred by the prevailing party. All costs charged to or incurred by Landlord in the collection of any amounts owed pursuant to this Lease, including reasonable attorney's fees and court costs, shall be paid by Tenant; and, at the option of Landlord, shall be deemed to be additional Rent under this Lease and shall be due from Tenant to Landlord on the first day of the following month. 36. 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. 37. CONFIDENTIALITY. Each party to this Lease agrees not to disclose the economic terms of this Lease except as each party respectively determines to be necessary for the conduct of its business.Neither party shall issue any press releases pertaining to this Lease or containing the economic terms of this Lease without the prior written consent of the other party. 38. MEMORANDUM OF LEASE. Tenant shall not permit, allow or cause this Lease, or any amendment to this Lease, to be recorded in any public registry or office of register of deeds. Landlord may record a memorandum in the Public Records to preserve its rights pursuant to Paragraph 9 hereinabove. 39. WAIVER OF THE RIGHT TO TRIAL BY JURY, LANDLORD AND TENANT KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL 13Y IR IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY IN TI R THE EXECUTION OF THIS LEASE AGAINST EACH 15 Approved:Landlu Accepted:Tenant OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE OR THE PREMISES. 40. COVENANT AGAINST WffHHOLDING RENTAL. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or renewals of this Lease,it is understood and agreed that in the event of default in performance of any agreement, condition, or other provisions to be performed by the Landlord, or if for any other reason Tenant might be entitled to any reimbursement from Landlord, in no event shall Tenant deduct or withhold any such amount from rental payments due Landlord pursuant to the rental provision of this Lease,if sent. 41. MlONT1HLY +NTAL STATEMENTS. The Landlord shall not be required to send to Tenant monthly statements for rentals due or to become due under the terms and conditions of this Lease. However, past due reminders shall be considered notice under Paragraph 16(a)(i)of this Lease. 42. PARTIAL INVALIDITY. If any term or provision of this Lease or the application of any term or provision of this Lease to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of that term or provision to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by the invalidity or unenforceability, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 43. DEFINITION OF AND WBILITY OF LANDLORD. The term "Landlord" as used in this Lease means only the owner for the time being of the Premises or the owner of a leasehold interest in the Premises so that in the event of sale of the Premises or an assignment of this Lease, or a demise of the Premises, Landlord shall be entirely freed and relieved of all obligations of Landlord under this Lease, and it shall be deemed without further agreement between the parties and the purchaser(s), assignee(s) or Tenant(s) that the purchaser, assignee or Tenant has assumed and agreed to observe and perform all obligations of Landlord under this Lease. It is specifically understood and agreed that there shall be no personal liability of Landlord in respect to any of the covenants,conditions or provisions of this Lease. In the event of a breach or default by Landlord of any of its obligations under this Lcase, Tenant shall look solely to the equity of Landlord in the Premises for the satisfaction of Tenant's remedies. 44. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent beenme an accord and satisfaction, and Landlord may accept such check or payment without pre,udic to Landlord's right to recover the balance of such Rent or pursue any other remedy provided r in this ease or available at law or in equity. \ 16 Approved:l.00dlord Accepted:Tenaol /6911/4Z 45. WAIVER OF COVENANT OR CONDITION. The failure of Landlord to insist on strict performance of any of the covenants or conditions of this Lease or to exercise any option conferred in this Lease in any one or more instances shall not be construed as a waiver or relinquishment for the future of any such covenants, conditions or options,but the same be and remain in full force and effect. 46. COUNTERPARTS: FACSIMILE SIGNATURES. This Lease may be executed in multiple counterparts, each of which shall be deemed an original but all of which, together, shall constitute but one and the same instrument. This Lease shall be effective when the parties have forwarded their respective signatures by facsimile either to the other party or to the other party's counsel. Facsimile signatures shall have the same legal effect as original signatures. SIGNATURES ON FOLLOWING PAGE i Approved:Landlord Accepted:Tenant_ IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above-written. WITNESSES: LANDLORD: BOYNTON BOUNDLESS, L.L.C., a Florida limited Lability co any By: Prin am : 10,X E-AMichael Weiner, ager - - Print Name: "Pe,,6ecct t"ss t WITNESSES: TENANT: B Print Name: ,\(S�ktE P `:Mt4 Print Nance: tG1��'�CT7C4 STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this 9fday of2018, by Michael S. Weiner, Manager of BOYNTON BOUNDLESS,L.L.C.,aFlorida limi" d liability company,on behalf of the company,who is personally kno tome. Signature of N lic t My Commission Expires: nrarnr t Y MvcowunsstoN#cc lass STATE OF FLORIDA EXPIRES:F&=j 16'2M COUNTY OF PALM BEACH to i °ale foteg in instrument was acknowledged before me this2Oday of 5 2018, by W& Icls as , who has produced his driver' license as identification. Pu6fo SUN d Ftorlde " MY t7t3 0"M Orr w E�NM t1T119/Z000 Signature o ta.ry Public My Commission Expires- 18 Approved:landlord Accepted:Tenant I i 9 a i — a `I32.00 7 $ SPv Al X ~• A - tet.,_/ .fir F °4+ _ G f s , z;„,.VA kv. . i 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 BOYNTON BOUNDLESS, LLC (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 shall be One Million Four Hundred Thousand Dollars ($1,400,000.00), 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 Hundred Thousand Dollars ($100,000.00)(the "Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party pursuant to the terms set forth herein, Fifty Thousand Dollars ($50,000.00) shall be released to SELLER sixty(60) days from the Effective Date (hereinafter defined). The remaining Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for the full Deposit ($100,000.00) 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 2 of 15 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 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 this Purchase Agreement shall be the date when the last one of the PURCHASER and SELLER has executed the Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before October 31, 2020 (the "Closing"), unless extended by Paragraph 8.5 below or 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 sixty(60) 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 3 of 15 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" or "Closing Agent"), 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 4 of 15 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, provided they are not as a result of the actions of the PURCHASER, 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, if any), authorizations, and approvals of any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), 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 reasonable 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 5 of 15 have assigned to it, and/or (ii) allow the Property to be withdrawn from any Governmental Approvals. At the time of closing, there shall not be 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), that are caused by the actions of PURCHASER. 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 in all material respects 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. At the time of closing, there shall not be 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), that are caused by the actions of PURCHASER. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. SELLER shall take all reasonable actions to ensure all tenant agreements have been terminated by the Closing Date. 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. PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 6 of 15 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 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 7 of 15 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 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 SELLER. PURCHASER, having chosen the Title Company and Closing Agent, shall be responsible for all costs and expenses of the Title Company and Closing Agent, including but not limited to the title insurance premium. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to 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 nowtrue,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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 8 of 15 litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term"encumbrances"shall mean any mortgages, liens,claims,options,or other encumbrances,encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. SELLER expressly agrees not to refinance the Property. 11.5 SELLER shall perform all of its obligations under the terms of any existing leases with tenants on the Property up until Closing Date and/or lease termination. 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. 11.7 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. 11.8 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. 11.9 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, PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 9 of 15 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)"). 11.10 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. 11.11 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. 11.12 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. 11.13 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). 11.14 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: 11.14.1 There are no pending applications, permits, petitions, contracts, approvals,or other proceedings with anygovernmental orquasi-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. 11.14.2 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 10 of 15 defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.14.3 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. 11.15 Survival of Warranties and Representations: Anything herein to the contrary notwithstanding, the warranties and representations of SELLER shall survive the Closing for a period of one (1) year. This one (1) year period of survival shall apply to any and wall warranties and representations of the SELLER made herein, regardless of wherein set forth in this Agreement, such as, by way of example, Section 16. 12. DEFAULT. 12.1. 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 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 11 of 15 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: Michael S. Weiner Boynton Boundless, LLC 6678 Grande Orchid Way Delray Beach, FL 33446 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. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 12 of 15 amended from time to time), 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 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. 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 PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 13 of 15 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and including final judgment, or 2) interplead the challenged documents into the court. In either event, SELLER agrees to pay PURCHASER's reasonable attorneys' fees and costs, both trial and appellate. 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida,or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 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. PURCHASER's Initials: SELLER's Initials: 01225546-2 Purchase and Sale Agreement Page 14 of 15 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 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 subject to Section 11.15. 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. PURCHASER's Initials: SELLER's Initials: 01225546-2 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 BOYNTON BOUNDLESS, LLC REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: Title: Chair Title: Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 01225546-2 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 OLD BUSINESS AGENDAITEM: 14.13. SUBJECT: Consideration of a Purchase and Sale Agreement for the Property Located at 217 N. Seacrest Boulevard SUMMARY: In late September 2019, the owners of the properties located at 209 and 217 N. Seacrest Boulevard (see Attachment 1) have offered to sell the parcels to the CRA for three million ($3,000,000) dollars, which is the amount equal to the combined value of the appraised values (see Attachments I I & 111). The two combined properties total approximately 1.29 acres and are currently zoned C-2 (Neighborhood Commercial). The CRA Plan provides a recommendation for the property to be Mixed Use Medium, with 40 du/ac and a height maximum of 65 feet, with potential TOD bonuses under the Workforce Housing Ordinance. The combined parcels could also accommodate approximately 30,000 -40,000 square feet of residential, office, and retail uses. The contract terms approved by the CRA Board at their December 10, 2019 meeting for the purchase of 217 N. Seacrest Boulevard are as follows: • $1,600,000 million with a $200,000 deposit. • For consideration of the length of time between execution and closing, $100,000 of the deposit would be released to the Seller 60 days after contract execution. The full $200,000 deposit will be credited to the CRA at closing. • Closing would not take place until the existing lease agreement has ended with the US Post Office and the building can be closed as "vacant" on or before a February 28, 2023 (see Attachment IV). • Seller shall maintain all aspects and responsibilities, including rent, under his the terms of the current leases until expiration and closing. • Seller agrees not to refinance or take out any funding or loans against the property for the duration of time prior to closing. CRA staff and legal counsel have prepared a Purchase and Sale Agreement for review by the property Owner and the CRA Board as outlined above (see Attachment V). FISCAL IMPACT: Fiscal Year 2019-2020 Budget, Project Fund, Line Item, 02-58200-406 (Future Redevelopment Projects), $833,812 available Fiscal Year 2022-2023 Budget: Balance of funding to close 217 N. Seacrest Boulevard. CRA P LAN/P ROJ ECT/PROGRAM: 2016 CRA Redevelopment Plan and 2010 Downtown Vision and Master Plan CRA BOARD OPTIONS: 1. Approve the Purchase and Sale Agreement for the CRA's acquisition of the property located at 217 N. Seacrest Boulevard for the price of $1,600,000 under the terms and conditions set forth in the Agreement. 2. Do not approve Purchase and Sale Agreement for the CRA's acquisition of the property located at 217 N. Seacrest Boulevard for the price of $1,600,000 under the terms and conditions set forth in the Agreement. 3. Other direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II -217 N. Seacrest Boulevard Appraisal D Attachment III -209 N. Seacrest Boulevard Appraisal D Attachment IV - Lease Agreement 217 N. Seacrest Boulevard D Attachment V -217 N. Seacrest Boulevard Purchase and Sale Agreement k G E i � I LU lu t iiII ' t 'q�' , x. tt 1 - << t t r 1) tt 6 x Ao t I 1 w 4. I t r i ( { ! 1 APPRAISAL REPORT Boynton Beach Post Office 217 N Seacrest Blvd, Boynton Beach, FL 33435 Market Value: $1,600,000 as of July 11, 2019 t MENr•ari � 'til F t Property Identification: Report Prepared By: Report Prepared For(Client): 217 N Seacrest Blvd, Boynton Beach, FL Jonathan Whitney, MAI, State-Certified General Michael S.Weiner, Esquire 33435 Real Estate Appraiser RZ2943 Sachs Sax Caplan, P.L. Tax Parcel ID(s): 08-43-45-28-10-004-0090 Aucamp, Dellenback&Whitney Appraisers 6111 Broken Sound Pkwy, Tax Assessment:$957,742 2018 1900 NW Corporate Blvd,215 E Suite 200 Annual Tax Amount: $23,604 2018 Boca Raton, FL 33431 Boca Raton, FL 33487 Delinquent Taxes: No 561-998-9326 Owner: Boynton Boundless, LLC lon(o7adw-appraisers.com Date of the Report:July 26,2019 (File#: 19-0940E) Purpose: To estimate market value in"as is"condition Interest Appraised: Leased fee interest Client: Michael Weiner Intended User The intended user of this report is Michael Weiner and-or assigns Intended Use: The intended use of the report is to provide information for use in making business decisions. Report Format: Appraisal Report(Form) Inspection Date: July 11,2019 Effective Date: July 11,2019 Report Date: July 26,2019 Competency Rule: We had the knowledge and experience necessary to complete this assignment competently at the time of its acceptance. Hypothetical Conditions: None Extraordinary Assumptions None Valuation Approaches: The sales comparison approach provides an estimate of market value based on an analysis of comparable property sales. Other: Jonathan Whitney inspected the readily accessible areas of the subject site and improvements, performed the research and analysis,and wrote this report. Pagel of 27 .•!1111111111111m,1111ii Jilil .- Subject Property Name: Boynton Beach Post Office Address: 217 N Seacrest Blvd, Boynton Beach, FL 33435 Location: Within the municipality of Boynton Beach, Palm Beach County, Florida Legal Description: Shown below(Source:Warranty Deed) Current Owner: Boynton Boundless, LLC Ownership History: No arm's length transactions involving the subject have occurred in the prior three years. Items Received: Lease Market Data Sources: Costar Realty(subscription service), LoopNet.com(subscription service), Multiple Listing Service (subscription service), PwC Real Estate Investor Survey(subscription service),published reports from national brokerage firms, RealQuest(subscription service),Site-To-Do-Business(subscription service), Floodmaps.com(subscription service), RealtyRates.com (subscription service), Marshall Valuation Service(subscription service), local county property appraiser's records(public records), Circuit Court recordings(public records),and appraisal files in this office Types of Data: Commercial building and land sales Geographic Area: Primary: Boynton Beach;secondary: Palm Beach County;tertiary: South Florida Verification: Sales were verified by a party to each transaction,unless otherwise noted. Loos 9,ill,11 and 12,"Imik,f.E&elymlup ftrighte Addhinto to To"oaf rias u'con 11hrUch,according to the Plat thereof,recorded in PPI tlnt �Y'Jlt, Page 64.of the Public Remoat tsf Ni.,itrmch cmm,t , Florins. x lcat Pori tar.a,f'Land deicvohed as a'4(Ifq�- hind mer,through Amd were"the rerlleix'rtbg;: Loet 9,1k P I and the wett t6,01 text dtif'i_r,tl l3,m31�k f,according to the ret isrd fat ear liuf atom rLe�ighN as recorded in Plat hoick Bd,Page 64,,' Public!kKord€of Pahn Reach Cannot,Florida--,.in section 28,rownthipa 43 Soulh,barge 43 Emo,twid tociP when ntraiuted along a fire,JoAl fret ea;tt ear anti leurallef to The west fine of laiat Lot 47_,Wog the Noarlhrrily 12 fect ami Brae the march iw reel of the€ase&99 fere taf said Lod ill Ill,ftelfter a,dtta, Lots 0 l+:1i;64.1 <Wk i,rr-hcd foul of Mnsmtom Heights,suldkWa to Me'Fmttm of Royntom 6teaeh, Ftorida,aevrocling to she Pladthxneid revordt4l in tht office of the Clark of obc Circuit court to and, for Palm BeaTh County,Florida,la No Ortou t1 Pagw tar ,Swbjrr t to d'eetrmrntacmt rear of htes.:as in Plot Ma Ak 10,Page 64,Patin tk,*eh(aeon 1,.R"omd;. Togrthex;i 11h: Loci..11, ON, 19',a".tt,1-1,trot obi mutts 18 Ricci of Litt 1.2.htltx'k,d,ff iwd Flet of Sol-dare f'leigktm,. oddwon to the'ratsa+ad Masai to llraekt.Florida,arcmrdinf In the I'ta1 Arrenf recorded in.rhe Cfmor of the Clerk sof ahs Clrea3t C'.-awt to mad fwer Polio(Teach Commra,f°loeW14,no Vim Hook in,Pars W. Lias peasrtoom of bind drtrrihed as the eaxt 10 fret of Lant P1 and..leo At W)oh is rce1..ofLott 18,,49,. a111,1 f a ad this and h 19,lret of Lul 22 all.No toad®lock,f,and'that part of taddX t t r$11 a n,J 18 n hrch is roogo,irl to a IPme••h rort w. rcth of and ltaraliet cc,the®artk lime of said Lox lT as drrdrtl No the Some tet F'trardda. Pared Wentedaratdo t Number,0&41-41548,10-04349f040 5nhl,ser as tater far 24106 And xubsRltartaf Seam cettteoaftn, rtstrwtiam,ttoitalraulr„crses aocwao and 9lamlta€lraatt or ret orf,if a m. Page 2 of 27 The subject neighborhood is the downtown area of Boynton Beach.This downtown area is the greater area surrounding the intersection of Boynton Beach Blvd and Federal Hwy.The neighborhood is in the revitalization stage of a typical neighborhood life cycle. Boynton Beach Blvd is a four-lane,traffic artery with an interchange with 1-95. Seacrest Boulevard is a collector roadway in the eastern part of the neighborhood. Federal Hwy is the primary north-south thoroughfare. Local streets connect with Boynton Beach Boulevard and Federal Hwy. Overall,the roadway network is good. Most of this neighborhood corridor was developed with single-family homes in the 1940s and 1950s. Some of these buildings have been converted to commercial use by single occupants. Lots are relatively small and most conducive to use by small buildings.The eastern end of the neighborhood was initially developed with some small, low-intensity commercial buildings. The City and the CRA(Community Redevelopment Agency)has been actively encouraging a more intensive downtown over the years.The downtown had a relatively low profile until three major redevelopment projects were completed during recent years. Marina Village along E Ocean Avenue was completed in 2006 with up to 14 floors of several hundred residential condominium units above 20,000 SF of first floor retail space. Residential units are being listed around$250,000 to$350,000. The Promenade along N Federal Highway was completed in 2009 with 14 floors of 323 residential condominium units above 19,000 SF of first floor retail space.The loan note on the unsold inventory of approximately 250 units was sold to a prominent South Florida developer,The Related Group.This buyer subsequently took title in a"friendly foreclosure"and changed the name to Casa Costa.These units are being listed around$350,000 and greater. 500 Ocean is a major new project that has recently completed construction with 341 residential units and 20,000 SF of commercial space at the southwest corner of Federal Highway and E Ocean Avenue.The apartments are renting from$1,500 to$2,500 per month. Boynton Beach's former City Hall is currently being redeveloped into Boynton Beach Town Square.This 16-acre site along the south side of Boynton Beach Boulevard will consist of a large new municipal and cultural complex. The local retail market is generally improving.The following chart shows retail sales in South Florida. In recent years,the price per square foot has been slightly fluctuating up or down from year to year. Sales volume for 2015 was the highest in recent years.The median Days-on-Market(DOM)have been less than eight months in recent years. According to Costar, Palm Beach County retail rents have been increasing(year-over-year)and vacancy has been generally decreasing(year-over-year). • Asking rental rates in South Florida have increased by 8.4%from early 2018 to early 2019. • The vacancy rate in South Florida slightly increased from 3.5%to 4.1%from early 2018 to early 2019. The subject is located within the Boynton Beach submarket.The following bullet points relate to the subject's submarket: • Quoted rents in the subject submarket are slightly less than the asking rent for Palm Beach County. • Vacancy in the subject's submarket at 4.3%is slightly more than the average vacancy rate for South Florida. • Some new construction is occurring in this submarket. • Year-over-year trends in the subject's submarket of Boynton Beach include the following: o Asking rental rates within the subject's submarket have increased by 1.4%during the past year. o The vacancy rate decreased 0.73%during the past year. Page 3 of 27 No arm's length transactions involving the subject have occurred in the prior three years.The subject is not listed for sale on the open market and is not encumbered by a purchase and sale agreement. • • Bldg Size 7,380 SF Source of Bldg Area PAPA Site Size 39,489 SF Property Type Retail Yr. Built 1963 Current Use Post office Rem. Econ. Life 25 years Occupancy owner vs.tenant/% 100%by tenant Quality Average Zoning C2(Neighborhood Commercial) Condition Average Conformance to Zoning No, randfathered-in Date of Inspection July 11,2019 Property Inspected by Jonathan Whitney FEMA Flood Zone X The subject is located at a signalized intersection and has a parking ratio of 7.6 spaces per 1,000 SF of building,which is a good ratio in the local market. In 1963,the subject was improved with a one-story office building;the existing improvements largely consist of open work areas with higher than typical clear height in the local market.The property is currently 100%occupied by a single tenant (United States Postal Service)utilizing the property as a post office.The lease was executed in June 2002,renewed in January 2013, and then again in February 2018 for an additional five-year term,expiring in January 2023. No renewal options remain.The current annual base rent is$74,929,or$10.15/SF NN.This rate is below market rent for the area. As vacant:The subject property is attractive for development of a residentially-focused mixed-use project,possibly in conjunction with surrounding uses, utilizing the available intensity under an easily secured administrative zoning change to MU-2 or MU-3,which would allow for 40 to 50 units per acre plus a height of 75'.These mixed-use projects appear financially feasible in the local market based on recent nearby developments.The highest and best use is for immediate development of a residentially-focused mixed-use project, with possible assemblage with surrounding uses. As improved:The property is improved with an older commercial building that is leased to the United States Postal Service.The land value is estimated to be around$40/SF(or$1,600,000),which is just slightly less than the value as improved under the fee simple ownership($1,750,000). Based on the property's current building features(floor-to-ceiling windows,high clear height,and open layout),good road visibility,and on-site vehicular movement/configuration,an alternative user of the space would be interested in retrofitting the space for another retail use, utilizing the existing building shell.The property is a candidate for a significant capital improvement program to increase its value in the interim until the land surpasses the value as improved and it becomes feasible to redevelop the site with a more intense use.An owner user is the most probable purchaser currently.The highest and best use as improved is for interim use of the existing retail building by a single occupant,involving retrofitting and-or a capital improvement program to increase its value in the short term until land prices surpass the value as improved and the subject is redeveloped with a residentially-focused mixed-use project,with possible assemblage with surrounding uses. The most probable purchaser is an owner user, based on the sales data.Since the property is leased until January 31,2023,an investor may be interested in the income stream until the property can be sold to an owner user. The cost approach is based on the principle of substitution that states an informed purchaser will not pay more for a property than the cost of reproducing a property with identical improvements having the same utility.This approach consists of estimating value for the site as vacant,adding direct and indirect costs of construction,deducting an estimate of accrued depreciation,and adding an appropriate entrepreneurial profit. Based on the subject's age,and the difficultly in determining an appropriate deduction for depreciation,this approach is not useful. The sales comparison approach is also based upon the principle of substitution whereby similar properties within competitive markets will realize similar prices.An informed purchaser would not pay more for the subject property than the cost to acquire another property with the same amenities and utility.Market data are readily available for estimating market value in the sales comparison approach. The income capitalization approach is based on the principle of anticipation whereby an investor expects benefits to be derived in the future. In evaluating future benefits,an informed purchaser will analyze income as well as how change affects income-producing characteristics of the property.This approach consists of analyzing a property's income and deducting appropriate expenses as well as evaluating appropriate capitalization methods.The most probable purchaser is an owner user and rents do not support prices paid by owner users;therefore,this approach is not useful. The final step in the valuation process is reconciliation of the value indications into final values by analyzing the appropriateness, accuracy and quantity of evidence in each approach. Page 4 of 27 The sales comparison approach is a method for estimating the subject's value by analyzing sales of similar property.A search of the immediate area provided a sufficient number of useful sales(comparables).The addenda show a map,summary chart,and photographs of these properties.The unadjusted prices are presented with the most relevant unit of comparison: price per building square foot. The unadjusted sale prices range from$165 to$288/SF of building.After adjustments for market conditions,location,site/parking ratio, building size,year built/condition,the sale prices have an adjusted price range of$223 to$245/SF and have a mean of$236/SF, which is a relatively tight range.Our analysis indicates a reasonable value range is$235 to$240/SF,or$1,735,000 to$1,770,000, say$1,750,000.We conclude the sales comparison approach indicates a value in"as is"condition of the fee simple interest at $1,750,000. Since the property is leased for the next four years(no renewal options remain)and the most probable purchaser is an owner occupant,a discounted cash flow model is necessary.The model in the addendum shows the contract base rent payments, appropriate landlord deductions(insurance and management/administration),and the associated net operating income(cash flows) over the next four years.Additionally,the net sale proceeds in the last year are$1,890,000,which is the value of the simple interest inflated by 3%per year and then reduced by sales commissions of 4%.The cash flows are discounted at a market-driven discount rate of 8.0%annually.The net present value is$1,600,000, rounded.We conclude the value of the subject's leased fee interest in"as is"condition is$1,600,000. As a point of reference,this value computes to an effective overall rate of 4.1%when using the net operating income,which is $65,301. The quality of market data in these approaches is good,and the methods of analysis are appropriate and reasonable.The sales comparison approach includes sale prices above and below the subject's value on a per square foot basis as well as above and below the subject's value on an absolute basis.The sales data are good and the value is well supported. A A A Effective Date of Value Interest Appraised As Is Market Value Jul 11,2019 Leased Fee $1,600,000 Reasonable Ex osure Time: 12 months or less Marketin Time O inion: 12 months or less The most probable purchaser of the subject is an owner user, based on sales of similar property. However,since the property is leased,an investor would be interested in the income stream until the ro ert can be sold to an owner user. None 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 typically motivated; 2. Both parties are well informed or well advised,and acting in what they consider to be their own best interests; 3. A reasonable time is allowed for exposure to the open market; 4. Payment is made in terms of cash in U.S.dollars or in terms of financial arrangements comparable thereto;and 5. The price represents a normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Source: 12 CFR 34.42(g). The intended user of this report is Michael Weiner and-or assigns.The intended use is for business decisions. This Appraisal Report conforms to USPAP requirements. Page 5 of 27 1 certify that,to the best of my knowledge and belief: • The statements of fact 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,impartial,and 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 personal interest with respect to the parties involved. • I have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. • My engagement in this assignment was not contingent upon developing or reporting predetermined results,a specific valuation, or the approval of a loan. • My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result,or the occurrence of a subsequent event directly related to the intended use of this appraisal. • 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 Standards of Professional Appraisal Practice of the Appraisal Institute. • The reported analyses,opinions,and conclusions were developed,and this report has been prepared,in conformity with the Uniform Standards of Professional Appraisal Practice. • The reported analyses,opinions,and conclusions were developed,and this report has been prepared,in conformity with the requirements of the State of Florida. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. • Jonathan Whitney made a personal,visual inspection of the readily accessible areas of the property that is the subject of this appraisal. No one provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. • As of the date of this report,we have completed the continuing education program of the State of Florida. • As of the date of this report,Jonathan Whitney has completed the continuing education program of the Appraisal Institute. • The undersigned has not provided services,as an appraiser or in any other capacity,regarding the property that is the subject of this report within the three-year period preceding acceptance of this assignment. _ July 26,2019 Jonathan X`44itney, MAI State-certi ied General Real Estate Appraiser RZ2943 This appraisal is subject to the following contingent and limiting conditions: 1. The legal description and maps are assumed to be correct. 2. No responsibility is assumed for matters which are legal in character, nor is any opinion rendered as to title,which is assumed to be good and marketable.Any existing liens or encumbrances have been disregarded,and the property is appraised as free and clear. This appraisal is made,assuming that all public improvements of any kind affecting the property appraised are fully paid for, unless otherwise specifically set forth in the property description. 3. No survey has been made of the property on behalf of the appraisers and no responsibility is assumed in connection with such matters.The sketches contained in this report are for illustrative purposes only and are included to assist the reader to better visualize the property.The information furnished by others is believed to be reliable and no responsibility is assumed for its accuracy. 4. In this report,the distribution of the total valuation between land and improvements applies only under the existing program of utilization.The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 5. Possession of this report,or a copy thereof,does not carry with it the right of publication,nor may it be used for any purpose by any but the recipient without written consent of the appraiser. 6. The contract for appraisal,consultation,or analytical service is fulfilled and total fee is payable upon completion of the report.The appraisers will not be required to give testimony in court or hearing because of having made the appraisal in full or in part, nor engage in post-appraisal consultation with the client or third parties,except under separate and special arrangement and at additional fee. 7. The appraisers may not divulge material contents of the report,analytical findings or conclusions or give a copy of the report to anyone other than the client or his designee as specified in writing,except as may be required by the Appraisal Institute as it may request in confidence for ethics enforcement or by a court of law of body with the power of subpoena. 8. Liability of Aucamp, Dellenback&Whitney is restricted to the client.Aucamp, Dellenback&Whitney has no accountability or liability to any third party. 9. It is assumed there are no hidden or unapparent conditions of the property,subsoil or structures which make it more or less valuable.The appraiser assumes no responsibility for such conditions or engineering which might be required to cover these facts. No topographical survey was provided. 10. No environmental impact study,special market study or analysis, highest and best use analysis or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report.The appraiser reserves the unlimited right to alter,amend, revise or rescind any of the statements,findings,opinions,values,estimates or conclusions upon any subsequent such study or analysis or previous study or analysis subsequently becoming known to him. 11. The market value estimated and the cost used are as of the date of the estimate of value.All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate. 12. This appraisal expresses our opinion and employment to make this appraisal was in no way contingent upon reporting a predetermined value or conclusion.The fee for this appraisal or study is for the service rendered and not for time spent on the physical report. 13. The value estimated in this appraisal report is gross without consideration given to any encumbrance, restriction,or question of Page 6 of 27 title unless specifically defined.The estimate of value in the appraisal report is not based in whole or in part upon race,color or national origin of the present owners or occupants of properties in the vicinity of the property appraised. 14. Responsible ownership and competent property management are assumed. 15. It is assumed that there is full compliance with all applicable federal,state and local environmental regulations and laws, unless noncompliance is stated,defined and considered in the appraisal report. 16. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated,defined and considered in the appraisal report. 17. It is assumed that all required licenses,certificates of occupancy and consents or other legislative or administrative authority from any local,state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 18. It is assumed that the utilization of the land and improvements is within the boundaries of the property lines,that the property described in that there is no encroachment or trespass unless noted in the report. 19. Authentic copies of this report are signed in ink. 20. Unless otherwise stated in this report,the existence of hazardous substances,including without limitation asbestos, polychlorinated biphenyls, petroleum leakage,or agricultural chemicals,which may or may not be present on the property,or other environmental conditions,were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection.The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated.The appraiser, however,is not qualified to test such substances or conditions. If the presence of such substances,such as asbestos,urea formaldehyde foam insulation,or other hazardous substances or environmental conditions may affect the value of the property,the value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions,nor for any expertise or engineering knowledge required to discover them. 21.The Americans with Disabilities Act(ADA)became effective January 26, 1992.The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so,this fact could have a negative effect upon value of the property. Since the appraisers have no direct evidence relating to this issue, possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered. 22.The report may contain estimates of prospective value for the subject property. Forecasts and prospective values are based upon current market conditions and trends.Aucamp, Dellenback&Whitney cannot be held responsible for unforeseeable events that alter market conditions prior to the prospective dates. 23. Acceptance and/or use of this appraisal report constitutes acceptance of the preceding conditions. ® illi IDS 1)Subject Photographs 2)Plat/Site Map 3)Comparable Photographs 4)Subject and Comparable Location Map(s) 5)Appraiser's Qualifications 6)Copy of Appraiser's and Inspector's State Certification/License Page 7 of 27 SUBJECT PHOTOGRAPHS tla{„ e i1d Facing subject from front parking lot (east and north elevations shown) s,i{51��{sy 2+� ��i�t 'Y➢� � � �;,�� 5 ' {)ii`' �ui1� �f ;! d,2 r1t '--i~t$pill l i(i� [��}t r��I�� I ` r�r F N"'sur i T i iTM rimy ,A1" i,r� 1 rf r Facing west along W Boynton Beach Blvd with subject on the left Page 8 of 27 E t t ii U M1 t s 1r ns ; t, �t a4 t Facing subject's rear parking lot along W Boynton Beach Blvd d 14 1 1 t y — S u,r� s — tt t1� ty North and west elevations shown Page 9 of 27 ;i h� y E n'�aE — � t r� t lii �t 'i 1 110, Subject entrance/lobby Page 10 of 27 SITE MAP (subject is outlined in red) i- _ Va a� nxfea�h filrei 9 t: t3k�ra� = �s ., �'�`.- �j�'# i4 �'ate'c .�'� _t��F'"�-��k �#� �•'.� � � -�` �'* ' �, F.i� S x Y' Page 11 of 27 SALES COMPARISON APPROACH SUMMARY OF COMPARABLES Post Office,217 N Seacrest Blvd.,Boynton Beach,Florida(19-0940E) ADW Property # 9606 9715 6335 8530 8472 8984 Property Name Post Office Fm Art Glass Weiss Walgreens Palm Beach Congregationa Memorial Reposition Recovery I United Chapel Church Address 217 N Seacrest 440 SE 5th Ave 202 E Boynton 4998 10th Ave 1110 6th Ave S 115 N Federal Blvd. Beach Blvd N Hwy City Boynton Beach Delray Beach Boynton Beach Greenacres Lake Worth Boynton Beach Sale: Sale Price N/A $2,450,000 $835,000 $2,250,000 $1,500,000 $3,000,000 Sale Status N/A Closed Closed Closed Closed Closed Marketing Period N/A 11 months 5 months 0 months 3 months 0 months Date of Sale N/A Mar-19 Dec-18 Nov-1 8 Jul-18 May-18 Price/SF Bldg N/A $270 $278 $165 $288 $220 Site: Site Size Acres 0.91 0.65 0.30 2.87 0.39 1.29 Site Size SF 39,489 28,377 12,898 125,163 17,001 56,192 Floor Area Ratio 0.19 0.32 0.23 0.11 0.31 0.24 Zoning C2 GC C3 CG MU-E CBD Prkg Ratio/1,000 SF 7.60 2.31 5.67 5.28 4.62 4.03 Building: Property Type Retail Retail Retail Retail Office Other Building Size (SF) 7,380 9,090 3,000 13,635 5,200 13,664 Year Built 1963 1963 1952 1999 1975 1953 Condition Average Avg to Good Good Average Good Avg to Good Quality Average Avg to Good Avg to Good Avg to Good Avg to Good Avg to Good Stories One One One One One Two Economics: Occupancy 100% 100% 0% 0% 100% 100% Single/Multiple Single Single Single Single Single Single Occupant Tenant Buyer Future Tenant Future Tenant Buyer Buyer Page 12 of 27 ADJUSTMENTS TO COMPARABLES Post Office,217 N Seacrest Blvd., Boynton Beach, Florida(19-0940E) Sale Status N/A Closed Closed Closed Closed Closed Sale Date N/A Mar-19 Dec-18 Nov-18 Jul-18 May-18 Floor Area Ratio 0.19 0.32 0.23 0.11 0.31 0.24 Parking Ratio 7.60 2.31 5.67 5.28 4.62 4.03 Building Size(SF) 7,380 9,090 3,000 13,635 5,200 13,664 Year Built 1963 1963 1952 1999 1975 1953 Condition Average Avg to Good Good Average Good Avg to Good Quality Average Avg to Good Avg to Good Avg to Good Avg to Good Avg to Good Stories One One One One One Two Unadjusted Price/SF Bldg N/A $270 $278 $165 $288 $220 Transactional Adjs: Market Conditions SIMILAR SIMILAR SIMILAR SIMILAR INFERIOR Adjustment 0% 0% 0% 0% 5% Adjusted Price/SF $270 $278 $165 $288 $231 Property Adjs: Location SUPERIOR SIMILAR INFERIOR INFERIOR SUPERIOR Adjustment -15% 0% 35% 5% -10% Parking Ratio INFERIOR SIMILAR SIMILAR INFERIOR INFERIOR Adjustment 10% 0% 0% 5% 5% Building Size (SF) SIMILAR SMALLER LARGER SIMILAR LARGER Adjustment 0% -10% 5% 0% 5% Year Built/Condition SUPERIOR SUPERIOR SUPERIOR SUPERIOR SIMILAR Adjustment -5% -5% -5% -25% 0% Net Adjustment -10% -15% 35% -15% 0% Adjusted Price/SF N/A $243 $237 $223 $245 $231 Gross Adjustment N/A 30% 15% 45% 35% 25% UNADJUSTED PRICES •• Range Minimum $165 Range Maximum $288 ADJUSTED PRICE STATISTICS •• Range Minimum $223 Range Maximum $245 Standard Deviation $9 Mean $236 Page 13 of 27 DICOUNTED CASH FLOW ANALYSIS Post Office,217 N Seacrest Blvd., Boynton Beach, Florida(19-0940E) Subject's Base Contract Rent $74,929 $74,929 $74,929 $74,929 Landlord Expenses Insurance -$7,380 -$7,601 -$7,829 -$8,064 Management/Admin @ 3% -$2,248 -$2,248 -$2,248 -$2,248 Net Operating Income $65,301 $65,080 $64,852 $64,617 Prospective Value (Net Sale Proceeds) $1,890,000 Cash Flows $65,301 $65,080 $64,852 $1,954,617 Conclusions NPV "As is" $ 1,604,442 Rounded $ 1,600,000 Periods per Year 1 Discount Rate: 8.0% Page 14 of 27 MAP OF COMPARABLES Wellington 4041 CD �C1r1� Iri round Sale No. Improved Sale,Geo® R2 Lake, Wo &1D 8 2 Atlantis Lamana 111 _ ecr Pro,3,erhp art lag�ar7 Aberdeen Improved Salle No. ----- y toh,,, Im p roved Sale No.7 6 ED Delray Bch Kings, Point 1- ved Sale ore 1 Highland Har talons as Baca Paton `fission Bay Boca Kaon Page 15 of 27 COMPARABLE 1 .6 r AI lltsdsj t! t irE#. t isi N 6r({Mitt �t i�ti1}Sn�1��d�1' r I ) s to q 1 NA.' General Data Property Name: Fmr Art Glass Property Type: Retail, Retail Other Address: 440 SE 5th Ave, Delray Beach, Florida 33483 County: Palm Beach Parcel ID: 12-43-46-21-01-002-0020 Legal Description: OSCEOLA PARK LTS 2 THRU 4 (LESS E 5 FT US HWY 1 R/W) & LT 5 (LESS E 5 FT& RTN CRV US HWY 1 R/W) BLK 2 Site Data Site Size: 0.65 acres or 28,377 SF Floor Area Ratio (FAR): 0.32 Zoning: GC Parking Ratio: 2.3 spaces per 1,000 SF Site Remarks: Located on a corner along Federal Hwy just south of the CBD boundary for downtown Delray Beach Building Data Use/Finish: Retail Size SF: 9,090 Year Built: 1963 Condition: Avg to Good Quality: Avg to Good Stories/Floors: ONe Building Remarks: Extensively renovated in 2002. Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Owner Page 16 of 27 Sale Data Sale Status: Closed Price: $2,450,000 Price/SF of Building: $269.53 Sale Date: March 2019 O.R. Book-Page: 30501-0695 Grantor: Shield Investment Group, Inc Grantee: 440 SE 5th Ave, LLC Property Rights: Fee simple Financing: 70% LTV via BB&T Marketing Period: 11 months Listing Price at Sale: $2,700,000 Prior Transactions: None in previous three years Verification Source: Todd Wilson, Listing broker, via MLS, Jonathan Whitney, July 2019 (19- 0940E) Sale Remarks: Believed to have been purchased by an owner user. Property consisted of a large open showroom and some office areas. Floor plan was a bit disjointed. Page 17 of 27 COMPARABLE 2 ' , a}' �ti,� ,u,�{lig� r iv�,c,•. 4211 v If t INr i�I General Data Property Name: Weiss Memorial Chapel Property Type: Retail, Retail Other Address: 202 E Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-003-0091 Site Data Site Size: 0.30 acres or 12,898 SF Floor Area Ratio (FAR): 0.23 Zoning: C3 Parking Ratio: 5.7 spaces per 1,000 SF AADT (Traffic Count): 33,915 Site Remarks: This is adjacent to the new Town Square Building Data Use/Finish: Funeral Home Size SF: 3,000 Year Built: 1952 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Financial Data Occupancy at Sale: 0% Single/Multiple Single Occupant(s): Future Tenant Page 18 of 27 Sale Data Sale Status: Closed Price: $835,000 Price/SF of Building: $278.33 Sale Date: December 2018 O.R. Book-Page: 30337/00731 Grantor: Gloria Weiss Realty LLC Grantee: 202 E Boynton Bch Blvd LLC Property Rights: Fee simple Financing: None recorded Marketing Period: 5 months Listing Price at Sale: $890,000 Prior Transactions: None in the prior three years Verification Source: Gloria Weiss, Rep of Seller, 561-483-9835, Zach Weygandt, February 2019 (19-0203) Sale Remarks: Seller was an owner user funeral home that vacated at sale. Seller believes her contract was flipped to the recorded buyer for an additional price above $835,000, but this could not be confirmed. Seller believed improvements were going to be used, but modified for a medical-related use. Was under contract for seven months. While zoned C3, property could be rezoned for mixed-uses per the CRA's recommendation of a land use of MU medium (40 units per acre), and a zoning district of MU- 2 or MU-3 for 40 to 50 units per acre and height of 75'. Highest and best use is interim use with the existing improvements until the property can be assembled and redevelopment. Page 19 of 27 COMPARABLE 3 t General Data Property Name: Walgreens Reposition Property Type: Retail, Retail Other Address: 4998 10th Ave N, Greenacres, Florida 33463 County: Palm Beach Parcel ID: 18-42-44-24-35-001-0000 Legal Description: HAVERHILL SQUARE PL PAR A K/A COMMERCIAL Site Data Site Size: 2.87 acres or 125,163 SF Floor Area Ratio (FAR): 0.11 Zoning: CG Parking Ratio: 5.3 spaces per 1,000 SF AADT (Traffic Count): 22,000 Site Remarks: Signalized corner at 10th Ave N and S Haverhill Rd Building Data Use/Finish: Retail Size SF: 13,635 Year Built: 1999 Condition: Average Quality: Avg to Good Stories/Floors: One Building Remarks: One drive-thru lane located at south side of the building Financial Data Occupancy at Sale: 0% Single/Multiple Single Occupant(s): Future Tenant Net Operating Income: N/A N/A Overall Capitalization Rate: N/A Page 20 of 27 Sale Data Sale Status: Closed Price: $2,250,000 Price/SF of Building: $165.02 Sale Date: November 2018 O.R. Book-Page: 30257/01583 Grantor: Federated Industries, Inc. Grantee: HAVERHILL ROAD REALTY LLC Property Rights: Leased fee Financing: N/A Marketing Period: 0 months Prior Transactions: Has not sold in previous three years. Verification Source: Trey Morgan, buyer, 704-909-4500, Jonathan Whitney, November 2018 (18-1428) Sale Remarks: A vacant Walgreens was purchased by an investor. This property was not listed on the open market. Walgreens had one year remaining on its lease term (at$260,000 in annual rent) and the seller agreed to have remainder of the lease bought-out at a reported cost (in principal) of $110,000, based on 50% of Walgreens remaining rent. The buyer approached the seller directly without a tenant in tow and believed he could acquire a tenant. This price is reported to be market driven. Tenant was secured during the contract period with Senior Medical Centers, a local/regional medical office user, for 10 years, with $40/SF of LL TI, and a base rent of$299,970, or$22/SF NNN. Page 21 of 27 COMPARABLE 4 11 r--- a F 4 General Data Property Name: Palm Beach Recovery Property Type: Office, Office Building Address: 1110 6th Ave S, Lake Worth, Florida 33460 County: Palm Beach Parcel ID: 38-43-44-21-15-179-0210 Legal Description: TOWN OF LAKE WORTH LTS 21 THRU 24 BLK 179 Site Data Site Size: 0.39 acres or 17,001 SF Floor Area Ratio (FAR): 0.31 Zoning: MU-E Parking Ratio: 4.6 spaces per 1,000 SF AADT (Traffic Count): 31,163 Site Remarks: Adjacent to railroad tracks Building Data Use/Finish: Office Size SF: 5,200 Year Built: 1975 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Building Remarks: The property was previously a drug rehab center and some plumbing fixtures are located throughout the building. The property was rebuilt in 2014 and has 12' clear heights. Page 22 of 27 Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Buyer Sale Data Sale Status: Closed Price: $1,500,000 Price/SF of Building: $288.46 Sale Date: July 2018 O.R. Book-Page: 29986-716 Grantor: MAC Group Holdings, LLC Grantee: 1110 6th Avenue South, LLC Property Rights: Fee simple Financing: None recorded Marketing Period: 3 months Listing Price at Sale: $1,900,000 Prior Transactions: Sold for$300,000 in December 2015 Verification Source: James Hicks, listing broker, 561-838-9555, Jonathan Whitney, October 2018 (18-1345) Sale Remarks: Buyer owns a chain of nursery schools and plans to occupy the property. It was reported that this property is relisted for sale at an unknown price. Page 23 of 27 COMPARABLE 5 f` r:. l — � I § e ii r. tip n General Data Property Name: Congregational United Church Property Type: Assembly-Meeting Place, Religious Facility Address: 115 N Federal Hwy, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-006-0010; 08-43-45-28-03-001-0100 Legal Description: Lots 1 -7, Block 6, Original Town of Boynton Site Data Site Size: 1.29 acres or 56,192 SF Floor Area Ratio (FAR): 0.24 Zoning: CBD Parking Ratio: 4.0 spaces per 1,000 SF AADT (Traffic Count): 22,972 Site Remarks: Two parcels separated by a public road one with frontage along N Federal Hwy Building Data Use/Finish: Religious Size SF: 13,664 Year Built: 1953 Condition: Avg to Good Quality: Avg to Good Stories/Floors: Two Building Remarks: Religious facility Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Buyer Page 24 of 27 Sale Data Sale Status: Closed Price: $3,000,000 Price/SF of Building: $219.56 Sale Date: May 2018 O.R. Book-Page: 29857/00580 Grantor: Boynton Beach Congregational United Church of Christ Grantee: Boynton Beach Community Redevelopment Agency Property Rights: Fee simple Marketing Period: 0 months Prior Transactions: None in the prior three years Verification Source: Confidential, Zach Weygandt, February 2019 (19-0203) Sale Remarks: Former religious facility that will be used as a library while the downtown Town Square is being redeveloped. Long-term plans are likely for redevelopment; price per SF of land is $53/SF. Market-driven price paid for property, though it was an off-market transaction. Long-term plans are for redevelopment; land use permits 80 units per acre and CRA's zoning recommendation is MU-Core for 80 units per acre and maximum height of 150'. Page 25 of 27 APPRAISER QUALIFICATIONS AND LICENSE 4, JONATHAN D. WHITNEY, MAI Aucamp, Dellenback&Whitney 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 _ jon@adw-appraisers.com 561-609-2884 Professional Experience Aucamp, Dellenback&Whitney, 2003 - Present (16 years) Real Estate Appraisers &Consultants • Principal, 2015 - Present • Commercial Real Estate Appraiser, 2003 - Present 4y` R Jonathan Whitney is known for his extensive knowledge of the South Florida commercial real estate market. He heads the team of seven commercial real estate appraisers for independent Aucamp, Dellenback& Whitney (ADW), and values all major real property types: industrial, office, retail, and multifamily. Valuation assignments also include vacant development sites, residential subdivisions/condominiums, mixed-use buildings, and special-purpose properties. His partner, David Aucamp, SRA, heads the residential side of their firm with a separate team of seven residential appraisers. ADW's service area includes the tri-county South Florida region (Miami-Dade County, Broward County, and Palm Beach County). Clients mostly include lenders, but also include investors, property owners, developers, brokers, attorneys, CPAs, associations, municipalities, and CRAB. Real estate appraisal and consulting assignments involve estimating market value and-or market rent, and providing expert witness testimony. Valuation assignments range between relatively straight forward assignments to multiple-phased projects with complex cash flow considerations. Notable recent assignments include: • Lion Country Safari, Loxahatchee (650-acre tourist destination) • Okeechobee Business District, West Palm Beach (10-acre urban district proposed by City) • Prospect Place, West Palm Beach (proposed 9.32-acre mixed-use proposed by Time Equities) • 888 Brickell Ave, Miami(proposed 200,000-SF urban office tower by Mezerhane) • 150 & 151 Worth Ave, Palm Beach (150,000-SF "hi-street"retail, anchored by Saks &Neiman) • New River Yacht Club 11, Ft Lauderdale (proposed 349-unit multifamily tower by Related Group) • Gulfstream Point, Hallandale (proposed 297-unit multifamily tower by Florida East Coast Realty) • Atlantic Crossing, Delray Beach ($300 million urban mixed-use project by Edwards & CDS Intl) • North40, Boca Raton (350,000-SF suburban office buildings held by Mainstreet Capital) • TT Portfolio, Broward County(retail and industrial holdings totaling 480,000 SF) • DH Portfolio, Palm Beach County(office and industrial holdings totaling 520,000 SF) Education Master of Arts in Business, University of Florida, 2000 Bachelor of Science in Economics, University of Florida, 1999 Numerous Education Courses, Appraisal Institute, 2003 - Present (partial list on following page) Page 26 of 27 Activities and Affiliations Florida State-certified General Real Estate Appraiser, RZ 2943, 2006 - Present Florida State-registered Trainee Appraiser, RI 11475, 2003 -2006 Appraisal Institute, 2003- present • Board of Directors, South Florida Chapter, 2018 -2020 • Designated Member(MAI), 2013 - Present • Associate Member, 2004- 2013 Zoning Board of Adjustment, City of Boca Raton, 2013 - 2018 • Vice Chair, 2017- 2018 • Member, 2013 - 2018 NAIOP South Florida Chapter, • Member, 2019— Present Urban Land Institute (ULI) • Associate Member, 2019— Present Commercial Real Estate Development Association (NAIOP) • Member, 2019 - Present Boca Raton Federation of Homeowners (parent association for Boca), 2018 - Present • Executive Board Member, 2018 - Present Boca Raton Chamber of Commerce Member(ADW), 1990s- Present • Leadership Boca, Class of 2016 National Association of Divorce Professionals (NADP) Member, 2017 - Present Boca Raton Downtown Rotary Club Member, 2016- Present • Mayor's Ball Committee Member, 2016 - Present Community Captain, Boca Raton Bowl, 2016 - Present Mentor, Eda & Cliff Viner Community Scholars Foundation, 2016- Present Spanish River Church, 2011 - Present • Elder, Spanish River Church, 2017— Present • Member/Various Leadership Roles, 2011 —Present RICK Si JTT.GPV[RNOR l6NAiHgN ZACHCM,5ECftCTARY k d pr STATE OF FLORIDA DEPARTMENT OF BUSINESS AN)IDPROFESSIONAL REGULATION FLORIDA AL ,A14TE APP$AiSAL BD THE CERTIFIED GEN IE'Ak�,PPf ISk iW R INI E T� JED UNDER THE PRbVl5ptr74SOF' AIt7l FLS k6h,ST�pTUTFS- iJ f ttAt7%i1�;5 1 WHOt��s�l T��S 4[ E�S,�yPyl BER, 943' ERRIRATECIN[YAlE, ,WIDER 30.2020 Alcuays verify licei—Dull ne at MyF lw9daLlcensc.t env Donatalter this doll—int in xw form O This is ya license.It is u k—ful f nyone other than the licensee to use this document. Page 27 of 27 APPRAISAL REPORT Boynton Beach Municipal it i 209 N Seacrest Blvd, Boynton Beach, FL 33435 Market Value: $1,400,000 as of July 11, 2019 t t i �r r tl Property Identification: Report Prepared By: Report Prepared For(Client): 209 N Seacrest Blvd,Boynton Beach,FL Jonathan Whitney,MAI,State-Certified General Michael S.Weiner,Esquire 33435 Real Estate Appraiser RZ2943 Sachs Sax Caplan,P.L. Tax Parcel 113(s j: 08-43-45-28-10-004-0221 Aucamp,Dellenback&Whitney Appraisers 6111 Broken Sound Pkwy, TaxAssessment:$748,194 2018 1900 NW Corporate Blvd,215 E Suite 200 Annual Tax Amount:$19,009 '2018 Boca Raton,FL 33431 Boca Raton,FL 33487 Delinquent Taxes:No 561-998-9326 Owner: Boynton Boundless, LLCr a zi" `aocr=,ws.co Date of the Re ort:Jul 26,2019 (File#:19-0940D) 121 s• a �- Purpose: To estimate market value in"as is"condition Interest Appraised: Fee simple interest Client: Michael Weiner Intended User The intended user of this report is Michael Weiner and-or assigns Intended Use: The intended use of the report is to provide information for use in making business decisions. Report Format: Appraisal Report(Form) Inspection Date: July 11,2019 Effective Date: July 11,2019 Report Date: July 26,2019 Competency Rule: We had the knowledge and experience necessary to complete this assignment competently at the time of its acceptance. Hypothetical Conditions: None Extraordinary Assumptions None Valuation Approaches: The sales comparison approach provides an estimate of market value based on an analysis of comparable property sales. Other: Jonathan Whitney inspected the readily accessible areas of the subject site and improvements, performed the research and analysis,and wrote this report. Page 1 of 25 %aCOPE OF VVORK Subiect Property Name: Boynton Beach Municipal Building Address: 209 N Seacrest Blvd,Boynton Beach,FL 33435 Location: Within the municipality of Boynton Beach,Palm Beach County,Florida Legal Description: Lots 23,24,25,26 and 27,and the South 7 feet of Lot 22,Block 4,BOYNTON HEIGHTS,according to the Plat thereof,as recorded in Plat Book 10,Page 64,of the Public Records of Palm Beach County,Florida;LESS the additional right-of-way for Seacrest Boulevard as shown in Road Plat Book 5,Page 182,of the Public Records of Palm Beach County,Florida.(Source:Warranty Deed) Current Owner: Boynton Boundless, LLC Ownership History: No arm's length transactions involving the subject have occurred in the prior three years. Items Received: Leases Market Data Sources: CoStar Realty(subscription service),LoopNet.corn(subscription service),Multiple Listing Service (subscription service),PwC Real Estate Investor Survey(subscription service),published reports from national brokerage firms,RealQuest(subscription service),Site-To-Do-Business(subscription service),Floodmaps.corn(subscription service),RealtyRates.com(subscription service),Marshall Valuation Service(subscription service),local county property appraiser's records(public records), Circuit Court recordings(public records),and appraisal files in this office Types of Data: Office and retail building sales Geographic Area: Primary:Boynton Beach;secondary:Palm Beach County;tertiary:South Florida Verification: Sales were verified by aparty to each transaction,unless otherwise noted. LOCATION AND MARKET ANALYSIS ----- No arm's length transactions involving the subject have occurred in the prior three years.The subject is not listed for sale on the open market and is not encumbered by a purchase and sale agreement. Bldg Size 6,961 SF Source of Bldg Area PAPA Site Size 12,569 SF_ Property Type Office Yr.Built 1961 Current Use Office-retail Rem.Econ.Life 25 years Occupancy(owner vs.tenant %) 100%by tenants Quality Average to Good Zoning C2(Neighborhood Commercial) Condition I Good Conformance to Zoning No,qrandfathered-in Date of,Ins pection,JJul i11,2019 Property Inspected by Jonathan Whitney FEMA Flood Zone X The subject has a parking ratio of 1.9 spaces per 1,000 SF of building,which is Insufficient for its use,though average for the local area;additional public parking is located on public streets.In 1961,the subject was improved with a two-story office building that is currently being used by the City of Boynton Beach(Police and Utility Services)as well as a real estate office,both related to the development across the street from the subject(new municipal complex).The functional utility of the space is below average;the layout is very choppy in areas,and the second floor tenant must travel through the first floor tenant's space to reach the stairs.It is best suited for a single occupant as there is multiple interior connection points throughout the space.The subject's roof was significantly repaired in recent years,and 12 years ago,the building underwent a gut renovation;a portion of the second floor was previously used as an apartment.The leases will expire in May and June of 2020,and have renewal options.We estimate renewals are not likely since the new municipal complex will be complete next year,and the subject tenants will vacate.The current annual gross rent is$126,000,or$18.1 O/SF.This rate is similar to market rent for the area,given the low parking ratio. milli As vacant:The subject property is attractive for development of a residentially-focused mixed-use project,possibly in conjunction with surrounding uses,utilizing the available intensity under an easily secured administrative zoning change to MU-2 or MI which would allow for 40 to 50 units per acre plus a height of 75'.These mixed-use projects appear financially feasible in the local market based on recent nearby developments.The highest and best use is for immediate development of a residentially-focused mixed-use project, with possible assemblage with surrounding uses. As improved:The property is improved with an older commercial building that is leased to two tenants:the City of Boynton Beach on the first floor and a real estate firm on the second floor.The land value is estimated to be around$35 to$40/SF,which is much less than the value as improved under the fee simple ownership(about$11 O/SF land).The buildings could not be developed as they exist today,based on inadequate parking.An owner user is the most probable purchaser on the subject based on sale trends.The highest and best use as improved is for use of existing office building by a single occupant.However,based on surrounding uses and the available intensity for development per the zoning code,the subject could be assembled and redeveloped. The most probable purchaser is an owner user,based on the sales data.The subject is only leased for the short term and will become available for an owner user within the year. lillilitillillil ills Illimi�il�li�llllii ImIllillillIt III The cost approach is based on the principle of substitution that states an informed purchaser will not pay more for a property than the cost of reproducing a property with identical improvements having the same utility.This approach consists of estimating value for the site as vacant,adding direct and Indirect costs of construction,deducting an estimate of accrued depreciation,and adding an appropriate entrepreneurial profit.Based on the subject's age,and the difficultly in determining an appropriate deduction for depreciation,this approach is not useful. The sales comparison approach is also based upon the principle of substitution whereby similar properties within competitive markets will realize similar prices.An informed purchaser would not pay more for the subject property than the cost to acquire another property with the same amenities and utility. The income capitalization approach Is based on the principle of anticipation whereby an investor expects benefits to be derived in the future.In evaluating future benefits,an informed purchaser will analyze income as well as how change affects income-producing characteristics of the property.This approach consists of analyzing a property's income and deducting appropriate expenses as well as evaluating appropriate capitalization methods.The most probable purchaser is an owner user and rents do not support prices paid by owner users;therefore,this approach is not useful. The final step in the valuation process is reconciliation of the value Indications Into final values by analyzing the appropriateness, accuracy and quantity of evidence in each approach. • 111 limillitillin 1111illi litipill Iiiiii 1 The sales comparison approach is a method for estimating the subject's value by analyzing sales of similar property.A search of the immediate area provided a sufficient number of useful sales(comparables).The addenda show a map,summary chart,and photographs of these properties.The unadjusted prices are presented with the most relevant unit of comparison:price per building square foot. The unadjusted sale prices range from$145 to$278/SF of building.After adjustments for market conditions,location,parking ratio, FAR,building size,year built/condition,and utility,the sale prices have an adjusted price range of$187 to$209/SF and have a mean of$196/SF.Our analysis indicates a reasonable value is$200/SF,or$1,400,000,rounded.We conclude the sales comparison approach indicates a value in"as is"condition of the fee simple interest isJ1.400,000. Page 3 of 25 The quality of market data in these approaches is good,and the methods of analysis are appropriate and reasonable.The sales 11 quality Of n comparison omparison approach includes sale prices above and below the subjects value on a per square foot basis as well as above and below co ariso ao the subjects value on an absolute basis.The sales data are good and the value is well supported. ct�s value Effective Date of Value Interest A rals d As Is Market Value Ju 11,2it19 Fee slm le $1,400,000 Rft�aEsona=bleExposlure Time:12 months or less Marketing Time Opinion:12 months or less Jill The most probable ii Durchaser of the subject is an owner user,based on sales of similar I�iii oEerty. Ili None 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 typically motivated; 7 2. Both parties are well informed or well advised,and acting in what they consider to be their own best interests; 3. A reasonable time is allowed for exposure to the open market; 4. Payment is made in terms of cash in U.S.dollars or in terms of financial arrangements comparable thereto;and 5. The price represents a normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Source:12 CFR 34.42w). J! -•- The in-tended user of this report is Michael Weiner and-or assigns.The intended use is for business decisions. This Appraisal Report conforms to USPAP requirements. • i lilliESEEMEM ii I certify that,to the best of my knowledge and belief. ■ The statements of fact 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,impartial,and 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 personal interest with respect to the parties involved. ■ I have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. ■ My engagement in this assignment was not contingent upon developing or reporting predetermined results,a specific valuation, or the approval of a loan. ■ My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result,or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ 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 Standards of Professional Appraisal Practice of the Appraisal Institute. ■ The reported analyses,opinions,and conclusions were developed,and this report has been prepared,in conformity with the Uniform Standards of Professional Appraisal Practice. ■ The reported analyses,opinions,and conclusions were developed,and this report has been prepared,in conformity with the requirements of the State of Florida. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ Jonathan Whitney made a personal,visual inspection of the readily accessible areas of the property that is the subject of this appraisal.No one provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. ■ As of the date of this report,we have completed the continuing education program of the State of Florida. • As of the date of this report,Jonathan Whitney has completed the continuing education program of the Appraisal Institute. ■ The undersigned provided services,as an appraiser or in any other capacity,regarding the property that is the subject of this report within the three-year period preceding acceptance of this assignment. d* 7 July 26,2019 Jonathan VVihiltney.MAI State-certified General Real Estate AgEraliser RZ2943 Page 4 of 25 This appraisal is subjecti to the following contingent and limiting conditions: 1. The legal description and maps are assumed to be correct. 2. No responsibility is assumed for matters which are legal in character,nor is any opinion rendered as to title,which is assumed to be good and marketable.Any existing liens or encumbrances have been disregarded,and the property is appraised as free and clear. This appraisal is made,assuming that all public improvements of any kind affecting the property appraised are fully paid for,unless otherwise specifically set forth In the property description. 3. No survey has been made of the property on behalf of the appraisers and no responsibility is assumed in connection with such matters.The sketches contained in this report are for illustrative purposes only and are included to assist the reader to better visual the property.The information furnished by others is believed to be reliable and no responsibility Is assumed for its accuracy. 4. In this report,the distribution of the total valuation between land and improvements applies only under the existing program of utilization.The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 5. Possession of this report,or a copy thereof,does not carry with it the right of publication,nor may it be used for any purpose by any but the recipient without written consent of the appraiser. 6. The contract for appraisal,consultation,or analytical service is fulfilled and total fee is payable upon completion of the report.The appraisers will not be required to give testimony in court or hearing because of having made the appraisal in full or in part,nor engage In post-appraisal consultation with the client or third parties,except under separate and special arrangement and at additional fee. 7. The appraisers may not divulge material contents of the report,analytical findings or conclusions or give a copy of the report to anyone other than the client or his designee as specified in writing,except as may be required by the Appraisal Institute as it may request in confidence for ethics enforcement or by a court of law of body with the power of subpoena. 8. Liability of Aucamp,Dellenback&Whitney Is restricted to the client.Aucamp,Dellenback&Whitney has no accountability or liability to any third party. 9. It is assumed there are no hidden or unapparent conditions of the property,subsoil or structures which make it more or less valuable.The appraiser assumes no responsibility for such conditions or engineering which might be required to cover these facts.No topographical survey was provided. 10. No environmental impact study,special market study or analysis,highest and best use analysis or feasibility study has been requested or made unless otherwise specified in an agreement for services or In the report.The appraiser reserves the unlimited right to after,amend,revise or rescind any of the statements,findings,opinions,values,estimates or conclusions upon any subsequent such study or analysis or previous study or analysis subsequently becoming known to him. 11. The market value estimated and the cost used are as of the date of the estimate of value.All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate. 12. This appraisal expresses our opinion and employment to make this appraisal was in no way contingent upon reporting a predetermined value or conclusion.The fee for this appraisal or study is for the service rendered and not for time spent on the physical report. 13. The value estimated in this appraisal report Is gross without consideration given to any encumbrance,restriction,or question of title unless specifically defined.The estimate of value in the appraisal report is not based in whole or in part upon race,color or national origin of the present owners or occupants of properties in the vicinity of the property appraised. 14. Responsible ownership and competent property management are assumed. 15. It is assumed that there is full compliance with all applicable federal,state and local environmental regulations and lam,unless noncompliance is stated,defined and considered in the appraisal report. 16. It is assumed that all applicable zoning and use regulations and restrictions have been complied with,unless a non-conformity has been stated,defined and considered in the appraisal report. 17. It is assumed that all required licenses,certificates of occupancy and consents or other legislative or administrative authority from any local,state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 18. It is assumed that the utilization of the land and improvements is within the boundaries of the property lines,that the property described in that there is no encroachment or trespass unless noted in the report. 19. Authentic copies of this report are signed in ink. 20. Unless otherwise stated in this report,the existence of hazardous substances,including without limitation asbestos, polychlorinated biphenyls,petroleum leakage,or agricultural chemicals,which may or may not be present on the property,or other environmental conditions,were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection.The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated.The appraiser,however,is not qualified to test such substances or conditions.If the presence of such substances,such as asbestos,urea formaldehyde foam insulation,or other hazardous substances or environmental conditions may affect the value of the property,the value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value.No responsibility is assumed for any such conditions,nor for any expertise or engineering knowledge required to discover them. 21.The Americans with Disabilities Act(ADA)became effective January 26,1992.The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA.It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act.If so,this fact could have a negative effect upon value of the property.Since the appraisers have no direct evidence relating to this issue,possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered. 22.The report may contain estimates of prospective value for the subject property.Forecasts and prospective values are based upon current market conditions and trends.Aucamp,Dellenback&Whitney cannot be held responsible for unforeseeable events that alter market conditions prior to the prospective dates. 23. Acceptance and/or use of this appraisal report constitutes acceptance of the preceding conditions. Page 5 of 25 err r= 1) Subject Photographs 2) Plat/Site Map 3) Comparable Photographs 4) Subject and Comparable Location Map(s) 5) Appraiser's Qualifications 6) C22y of raiser's and Ins ector°s State Certification/License Page 6 of 25 SUBJECT PHOTOGRAPHS F �s Al f F# e Facing north along N Seacrest Blvd (subject's south and east elevations shown) N A �s i r vis ti ) 'vss) a r s e - a 1kl-t a xX - sE�s,n4,.Egc a x'�sS 5i�.i�,s 4,fP Facing south along N Seacrest Blvd with subject on the right Page 7 of 25 +r }ttyt,. ilkA, Open work area tt t�t st t tt Uj} 4 t}1��7 �l ate' Conference room Page 8 of 25 f t t 33 st �447j�N)r}W Me— ! }�i+¢}ll}}j�ti� ` sty t+ •>rr r y 3 2 € Typical restroom t i + t+ M1 1 e i W� i t h +� to s 1 Hallway Page 9 of 25 SITE MAP (subject is outlined in red) r� �t ' 1 Y rt Y � � r W OGe&kk6 Page 10 of 25 SALES COMPARISON APPROACH _.._........_ _.......... SUMMARY OF COMPARABLES Municipality Bldg,209 N Seacreast Blvd.,Boynton Beach,Florida(19-0940D) e e ADW Properly# 9602 9715 6335 7881 6438 6453 Properly Name Municipality Fmr Art Glass Weiss Memorial N. .S. Marine Scenes Dixie Bldg Bldg Chapel Holdings Address 209 N Seacreast 440 SE 5th Ave 202 E Boynton 12 S Dixie Hwy 805 N Federal 516 N Dixie Hwy Blvd. Beach Blvd Flwy City Boynton Beach Delray Beach Boynton Beach Lake Worth Boynton Beach Lantana Sale: Sale Price NIA $2,450,000 $835,000 $645,000 $360,000 $429,000 Sale Status NIA Closed Closed Closed Closed Closed Marketing Period NIA 11 months 5 months 3 months Not availablea 2 months Date of Sale NIA Mar-19 Dec-18 Aug-18 Oct-1 7 Jun-17 Price/SF Bldg NIA $270 $278 $145 $200 $213 Site: Site Size Acres 0.29 0.65 0.30 0.13 0.12 0.13 Site Size SF 12,569 28,377 12,898 5,601 5,436 5,606 Floor Area Ratio 0.55 0.32 0.23 0.80 0.33 0.36 Zoning C2 GC C3 DT C4 C1 Prkg Ratio/1,000 SF 1.90 2.31 5.67 3.36 2.23 2.48 Building: Properly Type Office Retail Retail-Office Office Retail-Office Office Building Size(SF) 6,961 9,090 3,000 4,460 1,796 2,018 Year Built 1961 1963 1952 1978 1954 1951 Condition Good Avg to Good Good Good Avg to Good Good Quality Avg to Good Avg to Good Avg to Good Avg to Good Average Avg to Good Stories Two One One TWO One One Economics: Occupancy 100% 100% 0% 50% 100% 100% Single/Multiple Multiple Single Single Multiple Single Multiple Occupant Tenants Buyer Future Tenant Buyer Buyer Buyer Page 11 of 25 ADJUSTMENTS TO COMPARABLES; Municipality Bldg,209 N Seacreast Blvd.,Boynton Beach,Florida(19-0940D) Sale Status NIA Closed Closed Closed Closed Closed Sale Date N/A Mar-19 Deo-18 Aug-18 Oct-17 Jun-17 Floor Area Ratio 0.55 0.32 0.23 0.80 0.33 0.36 Parking Ratio 1.90 2.31 5.67 3.36 2.23 2.48 Building Size(SF) 6,961 9,090 3,000 4,460 1,796 2,018 Year Built 1961 1963 1952 1978 1954 1951 Condition Good Avg to Good Good Good Avg to Good Good Quality Avg to Good Avg to Good Avg to Good Avg to Good Average Avg to Good Stories TWO One One Two One One Unadjusted Price/SF Bldg NIA $270 $278 $145 $200 $213 Transactional Adis: Market Conditions SIMILAR SIMILAR SIMILAR INFERIOR INFERIOR Adjustment 0% 0% 0% 10% 10% Adjusted Price/SF $270 $278 $145 $220 $234 Pro pedy-&W Location SUPERIOR SIMILAR INFERIOR INFERIOR 14FERDR Adjustment -10% 0% 15% 10% 5% Parking Ratio SIMILAR SUPERIOR SUPERIOR SIMILAR SIMILAR Adjustment 0% -10% -5% 0% 0% FAR SUPERIOR SUPERIOR INFERIOR SUPERIOR SUPERIOR Adjustment -10% -10% 10% -10% -10% Building Size(SF) SIMILAR SMALLER SIMILAR SMALLER SMALLER Adjustment 0% -5% 0% -10% -10% Year BuIWCondItIon SIMILAR SIMILAR SIMILAR INFERIOR SIMILAR Adjustment 0% 0% 0% 5% 0% Utility SUPERIOR SUPERIOR INFERIOR SIMILAR SUPERIOR Adjustment -5% -5% 10% 0% -5% Net Adjustment -25% -30% 30% -5% -20% Adjusted Price/SF NIA $202 $195 $188 $209 $187 Gross Adjustment N/A 25% 30% 40% 45% 40% UNADJUSTED PRICES Range Minimum $146 Range Ma)dmurn $278 ADJUSTED PRICE STATISTICS Range Minimum $187 Range Ma)'mum $209 Standard Deviation $10 Mean $196 Page 12 of 25 MAP OF COMPARABLES Lake Lake Wort Corridor John DvwroveA Salo M1r Atlantis I ou m.pr ' �.. —pvJa r� ��,`p4 Ni Aberdeen � ..,.. T"L M „u ,, Boynton Sun Valley Beach iti t t�t5i� (� ti�t'1J syh U�f it��,�I>ti�S� Jsii S,fs C00 o '. Indian �` o. Spring — ;�. >,11ti ilii ,dlt,lt`t1�t s ;��f,i��l��p\�nttl�l � ,t,t t�AptiSt4 �� Country Clubrd �s ave Golf Gulf S-It > �# 1t�>Shr tl ZSt id(� tint ttits Owes i , s�77 High Putt Beach,, i Page 13 of 25 COMPARABLE 1 pl{ t 7� General Hata Property Name: Fmr Art Glass Property Type: Retail, Retail Other Address: 440 SE 5th Ave, Delray Beach, Florida 33483 County: Palm Beach Parcel ID: 12-43-46-21-01-002-0020 Legal Description: OSCEOLA PARK LTS 2 THRU 4(LESS E 5 FT US HWY 1 &LT 5(LESS E 5 FT&RTN CV US HWY 1 BLK 2 'Site Data 71 Site Size: 0.65 acres or 28,377 SF Floor Area Ratio(FAR): 0.32 Zoning: GC Parking Ratio: 2.3 spaces per 1,000 SF Site Remarks: Located on a corner along Federal Hwy just south of the CBD boundary for downtown Delray Beach Building Data Use/Finish: Retail Size SF: 9,090 Year Built: 1963 Condition: Avg to Good Quality: Avg to Good Stories/Floors: One Building Remarks: Extensively renovated in 2002. Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Owner Page 14 of 25 Sale Data Sale Status: Closed Price: $2.450.000 Price/GF of Building: o269.63 Sale Date: March 2019 O.R. Book-Page: 30501-0685 Grantor: Shield Investment Group, Inc Grantee: 440 SE 5th Ave, LLC Property Rights: Fee simple Financing: 70% LTV via BB&T Marketing Period: 11 months Listing Price at Sale: $2.700.000 Prior Transactions: None inprevious three years Verification Source: Todd Wilson, Listing broker, via MLS, Jonathan Whitney, July 2019(19- 0940E) Sale Remarks: Believed tohave been purchased byonowner user. Property consisted ofmlarge open showroom and some office areas. Floor plan was obit disjointed. Page 1uv,um COMPARABLE 2 a r' r, General Data Property Name: Weiss Memorial Chapel Property Type: Retail, Retail Other Address: 202 E Boynton Beach Blvd, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 08-43-45-28-03-003-0091 Site Data Site Size: 0.30 acres or 12,898 SF Floor Area Ratio(FAR): 0.23 Zoning: C3 Parking Ratio: 5.7 spaces per 1,000 SF DT(Traffic Count): 33,915 Site Remarks: This is adjacent to the new Town Square Building Data Use/Finish: Funeral Home Size SF: 3,000 Year Built: 1952 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Financial Data Occupancy at Sale: 0%® Single/Multiple Single Occupant(s): Owner Page 16 of 26 Sale Data Sale Status: Closed Price: $835,000 Price/SF of Building: $278.33 Sale Date: December 2018 O.R. Book-Page: 30337/00731 Grantor: Gloria Weiss Realty LLC Grantee: 202 E Boynton Bch Blvd LLC Property Rights: Fee simple Financing: one recorded Marketing Period: 5 months Listing Price at Sale: $890,000 Prior Transactions: one in the prior three years Verification Source: Gloria Weiss, Rep of Seller, 561-483-9835, Zach Weygandt, February 2019 (19-0203) Sale Remarks: Seller was an owner user funeral home that vacated at sale. Seller believes her contract was flipped to the recorded buyer for an additional price above$835,000, but this could not be confirmed. Seller believed improvements were going to be used, but modified fora medical-related use. Was under contract for seven months. While zoned C3, property could be rezoned for mixed-uses per the CRA's recommendation of a land use of MU medium(40 units per acre), and a zoning district of MU- 2 or M11-3 for 40 to 50 units per acre and height of 75'. Highest and best use is interim use with the existing improvements until the property can be assembled and redevelopment. Page 17 of 25 COMPARABLE 3 s General Data Property Name: N.M.S. Holdings, LLC Property Type: Office, Office Building Address: 12 S Dixie Hwy, Lake Worth, Florida 33460 County: Palm Beach Parcel ID: 38-43-44-21-15-017-0090 Legal Description: TOWN OF LAKE WORTH LOTS 9& 10(LESS W23 FT RD R BLK 17 Site Data Site Size: 0.13 acres or 5,601 SF Floor Area Ratio(FAR): 0.80 Zoning: DT Parking Ratio: 3.4 spaces per 1,000 SF DT(Traffic Count): 16,400 Site Remarks: Parking located in the rear of the building Building Data Use/Finish: Office Size SF: 4,460 Year Built: 1978 Condition: Good Quality: Avg to Good Class: C Stories/Floors: Two Building Remarks: Two-story office bldg built-out for multiple tenants Financial Data Occupancy at Sale: 50% Single/Multiple Multiple Occupant(s): Buyer Page 18 of 25 Sale Data Sale Status: Closed Price: $645,000 Price/SF of Building: $144.62 Sale Date: August 2018 O.R. Book-Page: 30122-01293 Grantor: HH 12 South Dixie, LLC Grantee: NMS Holdings, LLC Property Rights: Fee simple Financing: N/A Marketing Period: 3 months Listing Price at Sale: $750,000 Prior Transactions: Sold in October 2015 for$565,000 Verification Source: Todd Everett, listing broker, on-site,Andrew Sperling, June 2018(18- 0834) Sale Remarks: 2 tenants were located on the first floor at time of purchase on month-to- month arrangements while the second floor was vacant. Buyer intends to occupy a portion of the space and lease out the remainder to tenants. A Building Analysis Report indicated the roof, electrical system, HVAC, and apparent water intrusion need immediate replacement or modification.A price amount for these renovations was not listed in the report, however the buyer estimated the price to repair these issues is $50,000,which resulted in a lower purchase price as shown. Page 19 of 25 COMPARABLE 4 �4 3 1 i r { General Data Property Name: Marine Scenes Property Type: Retail, Retail Other Address: 805 N Federal Hwy, Boynton Beach, Florida 33435 County: Palm Beach Parcel ID: 084345-21-32-001-0170 Legal Description: LAKE ADD TO BOYNTON LT 17(LESS ELY 17 FT N FED BLK 1 &20 FT ABND PT OF ALLEY LYG W OF&ADJ TO Site Data Site Size: 0.12 acres or 5,436 SF Floor Area Ratio(FAR): 0.33 Zoning: C4 Parking Ratio: 2.2 spaces per 1,000 SF DT(Traffic Count): 22,067 Site Remarks: Property is located north of downtown Boynton Beach Building Data Use/Finish: Retail Size SF: 1,796 Year Built: 1954 Condition: Avg to Good Quality: Average Class: C Stories/Floors: One Building Remarks: The size shown includes a 340-SF storage garage. Financial Data Occupancy at Sale: 100% Single/Multiple Single Occupant(s): Buyer Page 20 of 25 Sale Data Sale Status: Closed Price: $360,000 Price/SF of Building: $200.45 Sale Date: October 2017 O.R. Book-Page: 29442-0969 Grantor: Miami Aqua Culture, Inc. Grantee: Seaquatic Holdings, LLC Property Rights: Fee simple Financing: $288,000(80% LTV) by Bank of America Marketing Period: Not available Listing Price at Sale: $395,000 Prior Transactions: None in prior three years Verification Source: Confidential rep of seller, Sarah Brand,August 2017(17-0897) Sale Remarks: Buyer planned to occupy the property. Page 21 of 25 COMPARABLE 5 ill Offlil; � 11 � 1 General Data Property Name: Dixie Bldg Property Type: Office, Office Address: 516 N Dixie Hwy, Lantana, Florida 33462 County: Palm Beach Parcel ID: 40-43-44-34-07-003-0010 Legal Description: LAKEVIEW MANORS LTS 1 &2 BLK 3 0__ iData Site Size: 0.13 acres or 5,606 SF Floor Area Ratio(FAR): 0.36 Zoning: C1 Parking Ratio: 2.5 spaces per 1,000 SF AADT(Traffic Count): 20,549 Site Remarks: Fenced-in storage yard Building Data Use/Finish: Office Size SF: 2,018 Year Built: 1951 Condition: Good Quality: Avg to Good Class: C Stories/Floors: One Building Remarks: Building was divided into two bays and was updated in recent years. Financial Data Occupancy at Sale: 100% Single/Multiple Multiple Occupant(s): Buyer Page 22 of 25 Sale Data Sale Status: Closed Price: $429,000 Price/SF of Building: $212.59 Sale Date: June 2017 O.R. Book-Page: 29209-172 Grantor: Dixie Management, LLC Grantee: Cerruti Holdings, LLC Property Rights: Fee simple Financing: 51% LTV via private lender Marketing Period: 2 months Listing Price at Sale: $439,000 Prior Transactions: Sold for$250,000 in May 2016 and$180,000 in December 2015 Verification Source: Daniela Amoroso, listing agent,via MLS, 954-461-4002, Sarah Brand, August 2017(17-0968) Sale Remarks: Buyer planned to occupy the property for office use. APPRAISER QUALIFICATIONS AND LICENSE Page 23 of 25 JONATHAN ATHA► HIT EY,MAI g, ! Aucamp, Dellenback&Whitney 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 { on(ir-adw-ap raisers.com r, 861-609-2884 ,s. f Professional Experience Aucamp, Dellenback&Whitney,2003-Present(16 years) Real Estate Appraisers&Consultants • Principal, 2015-Present ® Commercial Real Estate Appraiser, 2003-Present Jonathan Whitney is known for his extensive knowledge of the South Florida commercial real estate market. He heads the team of seven commercial real estate appraisers for independent Aucamp, Dellenback Whitney(ADW), and values all major real property types: industrial, office, retail, and multifamily.Valuation assignments also include vacant development sites, residential subdivisions 1 condominiums, mixed-use buildings, and special-purpose properties. His partner, David Aucamp, SRA, heads the residential side of their firm with a separate team of seven residential appraisers. ADW's service area includes the tri-county South Florida region(Miami-Dade County, Broward County, and Palm Beach County). Clients mostly include lenders, but also include investors, property owners, developers, brokers, attorneys,CPAs,associations, municipalities,and CRAs. Real estate appraisal and consulting assignments involve estimating market value and-or market rent, and providing expert witness testimony.Valuation assignments range between relatively straight forward assignments to multiple-phased projects with complex cash flow considerations. Notable recent assignments include: • Lion Country Safari, Loxahatchee (650-acre tourist destination) • Okeechobee Business District, West Palm Beach(90-acre urban district proposed by City) • Prospect Place, West Palm Beach(proposed 9.32-acre mixed-use proposed by Time Equities) • 888 Brickell Ave, Miami(proposed 200,000-SF urban office tower by ezerhane) • 950& 959 Worth Ave, Palm Beach(950,000-SF"hi-street"retail, anchored by Saks&Neiman) • New River Yacht Club 11, Ft Lauderdale(proposed 349-unit multifamily tower by Related Group) Gulfstream Point, Hallandale(proposed 297-unit multifamily tower by Florida East Coast Realty) • Atlantic Crossing, Delray Beach ($300 million urban mixed-use project by Edwards& CDS Intl) • North40, Boca Raton(350,000-SF suburban office buildings held by Mainstreet Capital) • TT Portfolio, Broward County(retail and industrial holdings totaling 480,000 SF) • DH Portfolio, Palm Beach County(office and industrial holdings totaling 520,000 SF) Education Master of Arts in Business, University of Florida, 2000 Bachelor of Science in Economics, University of Florida, 1999 Numerous Education Courses,Appraisal Institute, 2003-Present(partial list on following page) Activities and Affiliations Florida State-certified General Real Estate Appraiser, RZ 2943, 2006-Present Florida State-registered Trainee Appraiser, R111475, 2003-2006 Page 24 of 25 Appraisal Institute,2003-present • Board of Directors, South Florida Chapter, 2018-2020 • Designated Member(MAI), 2013-Present • Associate Member,2004-2013 Zoning Board of Adjustment, City of Boca Raton, 2013-2018 • Vice Chair,2017-2018 • Member,2013-2018 NAIOP South Florida Chapter, • Member, 2019—Present Urban Land Institute(ULI) • Associate Member,2019—Present Commercial Real Estate Development Association(NAIOP) • Member, 2019-Present Boca Raton Federation of Homeowners (parent association for Boca), 2018-Present • Executive Board Member, 2018-Present Boca Raton Chamber of Commerce Member(ADW), 1990s-Present • Leadership Boca, Class of 2016 National Association of Divorce Professionals(NADP) Member, 2017-Present Boca Raton Downtown Rotary Club Member, 2016-Present • Mayor's Ball Committee Member, 2016-Present Community Captain, Boca Raton Bowl, 2016-Present Mentor, Eda&Cliff Viner Community Scholars Foundation,2016-Present Spanish River Church,2011 -Present • Elder, Spanish River Church, 2017—Present • Member!Various Leadership Roles, 2011 —Present law, STATE OF FLORIDA DEPARTMENT USINESA ANOPROFESSIONAL REGULATION FLORIDA ESTATEAPPRAISAL OD THECER'"IIIDY��' r.^ln W,vM W*W 6CE6F7EDUNDER THE ,�Rd39iY S'CtK'°W0'f TPt $75,FLORIDA 54TUTES f W14lTNEY,JONATHAN D OUGIAS 3 94*+�f.0..E�8ttro a �:SBB 'Eff:� �E.R ,ao20 ABmtt;a.ws5y#nyssanrd:5w Vit:PiPt+wEaEzs';at„sa � � S+ks a g"�J`s'91c1nx aY$GS;kFte4$51k$t""f?Y%SGC`€`$�°'¢�FSR",n.W#{i:tk`:C dR Ata:;�:..#f4fC9tarf5?. Page 25 of 25 UNITED STATES Exercise of Renewal Option lags T c SEIMaC : Facility Name/Location: BOYNTON BEACH-DOWNTOWN STATION (110960-001) 217 N SEACREST BLVD, BOYNTON BEACH, FL 33435-9998 County Palm Beach Lease: H00000100547 To BOYNTON BOUNDLESS PO LLC Certified Mail# 10 SE 1ST AVE STE C 70142120000252080910 DELRAY BEACH,FL 33444-3693 Issuing Office 1300 EVANS AVENUE, SUITE 200 SAN FRANCISCO, CA 94188-8200 Date of Existing Lease: 06/25/2002 The existing Lease was amended by: Amendment No. 001 accepted by the USPS on 01/31/2013 Pursuant to the Lease covering this facility,the Postal Service hereby exercises its option to renew said Lease as follows: Term: 5 Years From (Date):02/01/2018 To(Date):01/31/2023 Annual Rate: $74,929.00 In all other respects,the said Lease shall remain the same and is hereby confirmed. Remarks Thank you for providing this space to the Postal Service. Date Name of Contradjnq6'Fcer Signature 05/27/2016 Laureen Yarakido Renewalopt 01/2005 56--I -cskfiv S Exercise o Renewal tion �� :s�l� r Option Facility Na &ocaWn: BOYNTON BEACH-DOWNTOWN STATION (110W-001) 217 N SEACREST BLVD, BOYNTON BEACH, FL 33435-9998 County Palm Beach Leas¢: 1-10000010054 7 To BOYNTON BOUNDLE=SS PO LLC ertifled Mail 10 SE 1ST AVE SrE C DELRAY BELCH.FL 33444-369:1 7005182000794197938 Issuing Office F GRIFFIN ROAD NORTH WINDSOR,CT 06006-0300 Date of Existing Lease: 06;2512002 The existing Lease was amended by. Amendment No. 001 accepted by the USPS on 01/3112013 Pur l.lant to the Lease covering this facility, the Postal Service hereby exercises its option to renew said Lease as follows: Terra: b Years From (Date):02101/2013 To(Date):01131/2018 Annual Rate. $70,36C.OG !n all other respects, the said Lease shall remain the same and is hereby confirmed Remarks Name or Oifiner Sgnalr3fe �' i 11iGQ!2? -2 Michael Laverdiere r a Renes 01/30/2013 16;0.2 5512726831 RTPB 9 WEINER PAGE' 02/0-5 1"3 1T1=`D STAB . posyit 57FI?ViC, Lease Amendment Feaeaty?*r0ejloCA'W DOWNTOWN STATION(1109 M01) Amendment No 001 217 N SEACREST SI VO, BOYNTON BEACH, FL33435-9998 Lease:1-100000100547 This refers to the Lease accepted by the United States Postal Service,he(elneffer called the Postal Service, under date nt O 5)2002 ,whereby there is Imed to the PostalService tho above-described facility. WHE=REAS; the Posta Service desires and Landlord is willing to amend the Lease as specified below, NOW THEREFORE.to consideration of the mutual Covenants and agreements heroin set forth, and for other good and vNuabld cons iderafildr.,the sufficiency of whiCh is hereby acknowledged,the parties do hereby agree as folloous, effective, on the date;his document is executed by the Postal Service, With the signing of ftLease Amendment,the Landlord accepts We Postal Service exerbse of the first Renewal Option In all other respects, the Lease sheil remain the same and is hereby confirmed, FaLnra'y 2004 01/30/2013 !G:02 561272b631 RTF!18 Z WETHER PAGE 0.3/05 _ r UNITEDST", 5 Least? Amendment - 1'C)SM.f.SERVE: EXECUTED BY LAN[%1_i7RD this" sly day of �q'n lt0.r t del , CORPORATION THE VALLEY LANCE CORPORATION 3a cuaacutrng This l•aa�AnxnLnlCYrl.Lantlltxd�ttifiaa ttiai i.esgdlord Is ntlt a USP5+;m97bylte�°gXtPrael errlp±oyee{or an immttrl�a°e f'rn,ly mamba! of e1w)-or a buslnrss W7.4niraudn eub6territtally owned or controlled by a LISPS emptayee or wnt m:I ernptayee(or an Immediate family member of 8?her} Name&Title V W41(M GILMAN.I'PESIDENT Nam 3 �OLIVE F GILMAN.TREA5URER Nain,%&Tltto Name d Tale Ndrnn A Titic Name_Z Title I.Andi-rd.Narrr. RO`dN`OW BOU1,0LESS Pry LLC e-metl rnwad:*a ronetaw.c i ,end rddreas 01--i-RAY BEACH.FL Z4i»y, J3add•2G3d Landlord,T9itrhone rnumlutr(s)l (561)zss-2f;66 PAX: �• ['Z�2'�o d 4--- SoaNl Security t+ka or t+ o5vuI Taic Idenlif"ton Na xx=y,2"1 �1 e'-Z"n' ,] Whervu ttic m!Io"d 4 a corf}or4lo#%laagas and leave wrie wm8ri%antered Into must have the C6rgA7rdta Seal afrrxad ar an pwA irerreof Inn slalamont that Ina or uvaW has no sea: 0 vvt,ere the Landlord h a OM"iOn.AvoliG10.el OXWO110n.Ma.Drofft. aMA,M fraternal onder of toeLbiy,tht Lita9®Amendment mull be ar r.ied by documentary ' G-o affimllnp IM a ty of fiuy,gaant,or cage nts,tg ericcute Oe lease Ams r omr ,M to grind Itl cvrpW- Gn, munfclpal corporation.n6r ptofii organw,00,of Internal orde b?Wiety for wNch h®(or shay)pirr:oils to act. The usual erooan p r-.1,irev t e-,tablish stwh puthorltl Is In the form of extracts from Ow artI ,Of In ration,or bylaws.or N minutes of the board v4 directors dully rem ON-IM N the r;usfcod.3e,of weal r es" ,ter the ec porala cwt. Sixh%ratvSiw�s,ti rn t rw�� s U:+Hoyt Gw+lafai low ss r,+rr..slr v;a l a sr4 Gd n'9;n tt :,nae&t rnenUnrGril, Tre nr,srntts ant;t M6,11 f119ps of the offlmrs wha nm aushenrl:vd to won thio l.aa unP s n76tnl tnsrsl--appear m the dovimertt c Any nobto Land+wet ptowded under rNs L Am nl ce under sny(aww repuIsUon rrwst be In wdUng arxl submRted to t.anoford at the address.tpodftd above,or at an r dcv!*that Landlord has olharMaB a directed Mr writing My noce to the Po;lal SoMce pro vr.6er this Leap,Amemd t ry uM&r any few Yor tequl must N In wrtift and su®m fa"COMMOIrvy 0fricor U 5 Pastel Sersi o`at the iddrftx w fled below,oral an nddm&c ihat the Putti ywviyo tsps olherwl &reeled In writing, ACCEPTANC' !•THE PQST"AI.SERVICE Date Mki :aei ldaw:rdieie 'f ar a t t 5 Cerr�tr�;..tn9 C�'tk.ef rxrytrJrc Gf,.orttr;atts`�x" Prrc�r .._ Northeast FSO 6 GRIFFIN'I AD NQRT WINDSOR.CT 6:8UN-MOD hddrw.ss 4t Ctntracl.ny C7irtrrde -- cig..nWe Par ICcsr 21.na WAU "l. Holum lo!lontlose seal-nddressad slnmpad envOopa) Iu�n Il<11110NBill M11111 111 07/16/2002 08:21:27 20020361291 OR BH 13916 PG 0979 Palo Reach loun$y, Florida t!lV1TEdSTt1"ES F 1STdL V"1CZ Lease Fedllsyhkmariacsl�t BOYNTON 13EACH - DOIMMOWN STATION (110960ro01) PALM BEACH COUNTY 717 N SEACREST BLVD BOYNTON BEACH, FL 33435,4011 Project; H09364 This LEASE,made and entered Into by and between THE VALLEY LAND CORP hereinafter called the Lessor;and the United Stales Postal Service,herelnallercalled the Postal Service; In considaralign of the mutual promises set forth and:lor other good and valuable consideration,the sufficiency of which is hereby acknpwlodged,the parties covenant and agree-as follows: 1. The i,ossor hereby losses to the Postal Service and-the Postel Ssrvlce lessan from the Lessor the lolrcwlng premises,herelpaller legally dascrlbad in paragraph 9,In oceordance with the farms and conditions described horoln and contained IO the'Gonoral Condlllons to U,S.Postai Survrlce Lease.`Section R,attached haroto and made a part hersol. Upon which Is a one-:tory masonry building and which proparty contains areas,spaces,Improvements, and appurtenances aft follows: AREA $Q.FEET AREA Sia.FEET Not Floor Space 7,20-9 Joint UeefCommon Areas: Platform 61s Parking and Maneuvering 29,G06 Other. Driveway Landscaping 684 Sidewalks. 1,203 Tote)Silo Area; 30M 39,393 P. RENTAL: The Poptal Service will pay the Lessor an annual rental of l s 63,33 0.00 • Fiaty-Three Thousand Three Hundred Thirty and:00/100 Dollars-' payabfe In equal Insittlt ents at the end of each calendar month. Rent for a part of a month will be prorated. Rent checks shall be dlaborsed as follows: payable to: THE VALLEY f.ANO CORD 220 HOLT/ fait STE.27 WHITE 91y9pSCT VT 05001-2015 unless IfIq pprilroalIng PIllcor Is notified,In writing by Lessor.of any change In payee or address at least sixty(60)days Warp 1.49 effective lute of Iho change. a. TO HAVE AND TQ HQW the said pramlees wJlh their appurtonanees: FIXED TERM; The term beginning Fob 01, 2003 and ending Jan 31, 2013 for a total of 10 years. .IMTED,"a7"J.LTES BuOK 13316 RAGE' tl9S0 sr svc !.ease 4. RENEWALOPTIONS: The Lease may be renew ed at the option of th7and or the following separate and consecutive terms and at the following RHNLW].L EFFECTIVE EXPXMATZON PER ANNUM OPTION DATE DATE REATAL 1 2/1/2013 1/31/2018 $70,360.00 2 2/1/2016 1/31/2023 $74,924.00 provided that notice is sent, in writing, to the Lessor at lee end of the original lease term and each renewal term. All ot conditions of this Lease will remain the same during any renewal term unless stated otherwise herein. S. TERMINATION: This Lease may not be tezmi.nated during the .Fixed term, except fom cause Dursuant to the general conditions or any riders or addendurais or other attachments made part of this lease. After the fixed term, this Lease may be terminated, parsuank to this paragraph by the Postal Service upon 60 daye Written notice to the Lastor. S. UTiL)TIES,SEFMCES,AND EQUIPMENT:Lessor,as part of the renlsf conslderallon,shall furnish the following "'fides,S9r4+MS and squipmenk des r asssar Qb1foulloras of(3nrwM10ol1Mtons(A 94)nnd1n' for d*ldnitsrmj.) Heating System, Air Conditioning Equipment, Light Fixturas, Sewerage System, 1 Elect:ziral System, Water system. 7. OTHER PROVISIONS:The following addlllonal provfslons,mcdlllcatfons;riders,layouts andlor forms were agreed upon prior to exerautian and made a pact hereof. naintenance Rider - USPS' 1151-1), Reimbursement Tac Rider/9e (T-1), USPS to pay recurring separately metered utility charges. Lessor to have leasB recorded at no expense to USPS. Mortgagee's Agreement and Designation of Emergency Repair Personnel are attached and made a part of :his contract. S. The undersigned has completed the'Representallons and Certlf(caflons;(See Section B). 9. LEGAL DESCRIPTION: Lents 9, 10, 11, 12, 13, 14, 15. 26, excepting Chat portion being talaen for street 91ideningn and bots 17, 1B, 19, 20, 21, and the northerly 113 feet of Lot 22, ertapting that part taken for street widenings of Block. 4, Boynton Heights Subdivisions, according to Che Plat thereof on File in the office of the Clerk of the Circuit in and .or Palm Seaeh County, Florida, recorded in Plat Bonk 10, page 44, situated in FLORIDA BOYNTDM BEACH, PA1.ti1 BEACH COUNTY, i AE, NZ2,Juno 10139I 2 i P0ST21L SERVICE- EXECUTED BY LESSOR this -Rq'Lday of CORPORATION I HE I/ALLEY LAND CORPORATIO14(a Vermont Corporation) Affix Corporate Seal FRANK 19 GILL:W, PRZSI.DEt€r Print Narnz&Tftle SighaFura OLIVE F. GILIIAN, TREASURER r . PtoI Name&Tftfe Signature Print Name&Thla Signature Prinl Name&Title Signature Print Nema&Title Signature Print Name&TlOa Signature 'rint Name&Tide Signawre Print Name&Tide Signature Lessor,Address: THE VALLEY LAND CORP 220 HOLIDAY DR STE 27 ITHITE RIVER JCT VT 05001-2015 Telephone No: (802)295-3358 axpayerID: 03-000'35 ACCEPTANCE BY THE POSTAL SERVICE Date: Oa JODY SLOAN CDnlracilng Officer Signature a C MclIng. Cer ATLANTA FSO QL 4000 DEKALH TECH PKWY 300 ATLANTA GA 30340-2799 Address of Contracting Officer i _FUSE (v2.2•June 1999) 3 i i UIVITEDSTATES Form of Acknowledgment 1�t7 T JI-SER.VICE. for Corporations STATE of r lV COUNTY OF , Pers ally appeared before me,a Notary Public in and for the County and Slate aforesaid, • ,,,_...^, and (Name of authorized offfcer(s)signing lease) who Is/are known to me to be the !_ and lit stu-t r (Titles of ollicer(s)signing lease) of the 1 and (Name of Corpora �,n) to be the same person(s)who executed the foregoing lease,who depose(s)and say that said person(s)know(s)the seal of the said corporation,that the seal affixed to the above instrument is the seal of said corporation,and that it was affixed, and that said person(s)signed this lease by the authority of the said corporation,for the purposes set forth, and as said person(s)own free and voluntary act. jone at in the County and State aforesaid, this day of NOTARIAL SEAL r [' lary Public Y commission expires NOTE: If the corporatlon Is without a seal,that portion of the acknowledgment referring to a seal should be stricken out,and on the blanit line following this statement should be made:*and that the said corporation has no corporate seal.' i C (Nov 97,v2.0.P) ' - i ) 1 U.S. POSTAL SERVICE Facilities Department Form of Acknowledgment for Contracting Officer UNDW STATE OF GEORGIA COUNTY OF DEKALB Personally appeared before me, a Notary Public in and for the County/Parish and State aforesaid, JODY B. SLOAN known to be the Contracting Officer Facilities Service Office, USPS B,Idg 300- Suite 300 4000 DeKalb Technology Parkway Atlanta GA 30340-2799 and to be the same person who executed the foregoing document, who deposes and says that he signed his name thereto, by authority of said Postal Service, for the purposes set forth, and as his own free and voluntary act. Witness my hand and notarial seal, in the County/Parish and State aforesaid, this, r _day of -UA-d- , 2002. NOTARIAL SEAL A n Y<All—6�m Suzanne Willi ms Bistline Notary Public My commission expires June 4, 2004. i t July 1991 1 UNITEDs' rrs General Conditions to ASP'S Lease 1 Fc STAL SERVICE- r SECTION A law or regulalion must be In writing and may be hand delivaied nr mailed, addressed to "Contracting Officer, U.S. Postal Service"at the address A.1 CHOICE OP LAW specified on page 3 of the Lease, or at an address that the Postal Service has otherwise directed In wriling. This Lease shall be governed by federal law. A.4 MORTGAGEE'S AGREEMENT A.2 DEFINITIONS if there is now or will be a mortgage on the property which Is or will be As used in this contract, the following terms have the following recorded prior to the recording of the Lease, the offeror must notify the meanings: contracting officer of the facts concerning such mortgage and,unless In his sole discretion the contracting officer waives the requirement, the a. 'Contracting officer" means the person executing Ws contract aro offeror must furnish a Mortgagee's Agreement,which will consent to this behalf of the Postal Service,and any outer employee who Is a ploperly Lease and shelf provide that, in the event of lareclosura, mortgagee, authorized contracting officer; the term Includes, except as otherwise successors,and assigns shall cause such foreclosures to be subject to provided in the contract„the authorized representative of a contracting the Leas, officer acting wllhin the limits of the authority conferred upon that person. b. "Successluf offeror,''olleror,'`owner", "contractor,"at'Lessor"are A.5 EQUAL OPPORTUNITY Inlerchongnable and refer to the party whose proposal Is accepted by the a. The contractor may not discriminate against employees or applicants Postal Servlce. because of race,color,religion,sex,or national origin. The contractor c. 'Laase" and "agmearaent' are inletchangeablo and refer to Chits will take affirmative action to ensure that applicants are employed,and document,including all riders and attachments lhereto. that employees are treated during employment,without regard to race, calor,religion,sex,or national origin, This action must include,but not A.3 EXECUTION REQUIREMENTS be limited to,employment,upgrading,damollon,or transler, recruitment or recruitment advertising; layoff or termination; rales of pay or other a. All co-owners and all other persons having or to have a legal Interest harms of compensation; and selection for training, including In the property must execute the Lease. if the offeror Is married, the apprenticeship. The contractor agrees to post in conspicuous places, husband or wife of the offeror must also execute the Lease. The offaror avaltable to employees and applicants, notices provided by the most submit adequate evidence of 1111e. contracting officer setting forth the provisions of this clause. b. lithe olleror is a general partnership,each member must sign. b, The contractor must. In all solicitations or advarilsemenls for employees placed by It or on Its behalf,state that all qualified applicants c. If the offeror is a limited partnership,all general partners must sign. will be considered for employment without regard to rare,calor,religion, sex'or national origin, where the offeror Is an administrator or an executor of an estate, ire must be rumished a carlilicate of the clerk of the court or ceriJfred c. The contractor must sand to each union or tvorkars'tepresentaiive -ipy al the court order showing the appointment of the odinfnlstrafor or with which the contractor Itas a collective bargaining agreement or ether executor.together with a cmrtiflad copy of the will of the deceased, If understanding,a notice,provided by the conlracting officer,advising the there is nes 'will, of In the event the will of the deceased does not union or workers'representtailve of the contractor's commitments under specifically authorize the administrator or the executor to enter Into a this clause, and must post copies of the nollea In conspicuous places contract to lease iho proposed quarters,It will generally be necessary to available to employees and applicants. furnish, in addillon to the shrive named Items, a certified copy at the court order aulhoilzing such administrator or executor to enter Into a d, The Contractor must comply with all provlsfons of Executive Order lease with the Postal Service. (EO) 11246 of September 24, 1965, as amended, and of the rules, regulations„and relevant orders of the Secretary of Labor. e. Where the offeror Is a trustee. a certified copy of the instrument a Tile romCtactrr must furnish all Information and reports required b creating the trust must be fumished together with any other evidence p eq y necessary to establish the Iruslee's authority to tease. the Executive order, end by the rules, regulations, and orders of the Secretary,and must permit access to the contractor's books, recotds, 1. Where the offeror Is a corporation, leases and lease agreements and accounts by the Postal Service and the Secrelary for purposes of entered Into must have the corporate seal affixed or in place thereof the Invesitgalton to ascertain compliance w0h U1ese rules, lagulat&ons,and statement that the corporation has no seal. orders. g. Where the offeror Is a corporation, municipal corporation, fraternal L 11 Cho contractor falls to comply vfilh this clause or with any of Ilia order or society, the Lease must be accompanled by documentary said rules, regulations, fir orders, Ihls contract may be canceled, evidence allfrming the authority of the agent,or agents, to execute the terminated, or suspended', in whole or in part, Ito, contracloi may be Lease to bind the municipal corporation, fraternal order or society for d'aclared Ineligible for further contracts fi't acoordatnce with the Executive which he (or they) purports to act. The usual evidence required to order;and other sanctions may be Imposed and remedles Invoked under establish such authority Is in the form of extracts from the articles of the FrXecutiva order,or by title,regulation, or order Of the Secretary,at incorporation, or bylaws, or the minutes of the board of dlraclars duly as othatvrlss provided by lave, certified by the custodian of such records, under the corporate seal. Such resolutions,when required,must contain the essential stipulations g'• The contractor must insert this Clause,Including this patag}raph g,In embodied in the Lease. The names and ofifctal titles of the ol0cers who ail subconiracts or purchase orders undar this cantraci unless exempted are outhorized to sign the Lease must appear In the document. by Secretary of Labor rules, regulations, or orders issued under the Executive order. The contractor muni talie such actlan with respect to h. Notices. Any notice to Lessor provided under this Lease or under any such subcontract or purchase order as the Postal Service may direct any law or regulation must be in writing and may be hand delivered or as a means of enforcing the terms and candlflons of this clause mailed to Lessor at the address specified on page 3 of the Lease, or at (Including sanctions lot noncompliance), provided, hn,vever, ilial if the an address that Lessor has otherwise appropriately directed in writing, contractor becomes Involved in, or is Ihreaienad with, Iltlrgafion as a Any notice to the Postal Service provided under this Lease or under any S (v2.2,June 1999) A-1 - I I' UIVt3'EDSTATES General Conditions to USPS Lease result, the contractor may request the Postal Service to enter into the written notice of the assignment or reassignment, logelher with.a true litigation to protect the interests of The Postal Service. copy of the instrument of assignment,is filed with: h. Disputes under this clause will be governed by the procedures in 41 1.The contracting officer, CFR 66-1.1. 2.The surety or surelles upon any bond;and A.6 FACILITIES NONDISCRIM)NA7110N 3. The office, It any, designated to make payment, and the contracting officer has acknowledged the assignment in writing. a. As used In title clause, the term 'tacitly means stores, shops, resiauranls, cafeterias, restrooms, and any other facility of a public b. Assignment of this contract or any Interest In this contract other than nature in the building In which the space covered by Ihls Lease Is In accordance with the provisions of this clause will be grounds for located, termination of the contract Icer dolaull at the option of the Posted Service. b. The Lessor agrees that he will not discriminale by segregation or c. Nothing conle)ned herein shall be construed so as to prohibit transfer elhenvisa against any person or persons because or race,religion,color, of ownership of the demised premises,provided that:1.such transfer is age,scat or national origin in furnishing,or by refusing to lumish,to such subject to this agreement; and 2. both the original lessor and the person or parsons the use of any facility Including any and all services, successor lessor execute the standard Lease Assignment and privileges,acoornmodatlans,and aclivlsies provided thereby. Assumption form to be provided by the USPS Contracting Officer. c, Ii Is agreed that the Lessor's noncompilance with the provisions of A.10 COMPLIANCE WITH OSHA STANDARDS this clause shall constitute a malarlal broach of this Leese. In tsa event of such noncompliance,the Postal Service may take appropriate action The Lessor must (1) comply with applicable Occupational Safety and to enforce compliance, may terminate this tense,or may pursue such Health Standards, 011e 29 Code of Federal Regulations, Part 1910, other remadias as may be provided by law. In the avant of termination, promulgated pursuant to the authority of the Occupational Safely and the Lessor shall be liable for all excel,casts of the Postal ervlce In Health Act or 1970; (li)comply with any other applicable federal,slate, acquiring substitute space,Including but not limited to the cost of moving or local regulation governing workplace safety to the extent they are not to such space. In conflict with(1);and(II)take all other proper precautions to protect the health and safety of (a) any laborer or mechanic employed by the if. The Lessor agrees to include, or to require the Inclusion of the Lessor In performance of this agreement, (b)Postal Service employees, foregoing provisions of this clause(will'ti's terms`Lissa#'and"Leaso" and (c) the public, The Lessor must Include this clause In all appropriately modtiled) In every agreement or concesslon pursuant to subcontracts hereunder and to require its Inclusion in all subcontracts of which any person other than the Lessor operates or has the right to a lower Ifer, The tern'`Lessor"as used In this clause in any subcontract opereie any faclfity. Thr,Lessor also ogress that II will take sucb'rlclion must be deemed Io refer to the subcontractor. res pact to any such agreement as the Postal Service may direct as I ins of enforcing this clause,Including but not limited to termination A.11 EXAMINATION OF RECORDS re agreement or concession. a. The Postal Service and Its authorized representatives will,until three A7 RESERVED years after Mal payment under this contract, or for any shorter period specified for particular records,have access to and the right to ermine any directly pertinent boalss,docu mranls,papers,or other records of the A.S CONTINGENT FEES contractor Involving transactions related to this contract. a. The contractor warrants that no person or selling agency has been b. The contractor agrees to include In all subcontracts under this employed or retained to saiioii or obtain this contract for a commission, contract a provision to the effect that the Postal Service and its percentage,brokerage,or contingent tea,excapl bona title employees or authorized reprnsentattvas will, until three years after final payment bona fide,established commercial or selling agencies employed by ft under the subcontract,of for any shorlor specified period for particular contractor lot the purpose of oblalning business, records,have access to and the right to examine any directly pertinent b. For breach or violation of this warranty, the Postal Service has the books, documents, papers, or other records of the subcontractor right to annul this contract wllhoul liability or to deduct from the contract Involving transactions related to the subcontract. The terra"subconlract• Price or otherwise raeovar' the full amount of the commission, as used In this clause excludes: percentage,brokerage fee,or contingent lee. 1. Purchase orders-,and c_ Licensed real estate agents or brokers having listings on property for 2. Subcontracts for public utility services at rates established for renl, in accordance with general business practice, and who have not unllorm applicablllty to the general public. obtained such licenses for the sole purpose of effecting[his lease,may be considered as bona ride employees or agencies within the exceplion contained in this clause. A.12 YEAR 2060 WARRANTY(REAL PROPERTY CONTRACTS) The contractor warrants that all building systems required under this ' A.9 ASSIGNMENT OF CLAIMS contract (Including, but not limited to, HVAC, elactrtcal, tighling, alavalor, or security/Warm systems) which contain or are managed, a. If this contract provides for payments aggregating$10,O1)d or more, governed, or regulated In any nlanner• by dale-senslllve computer claims for moneys due or to become due from the Postal Service under hardware or sallware will sutler no lalturo,Irregufailly,or Interruption of II may be assigned to a bank, trust company, or other financing servlce based on failure accurately to process dale data from,Into,and Institution,including any federal lending agency, and may Iherealler be between the twentieth and hvenly-first centur€es, including recognizing furtherrassigned and reassigned to any such institution, Any assignment the year 29110 as a leap year. For breach of this warrunly, the Postai or reassignment must cover all amounts payable and must not be made Service may rerfu ra the contractor to rapair or replace these portions of lc more than one party,except that assignment or reassignment may be any bullding system not performl ng as slated above. made to one party as agent or trustee for Not or more parties fparticipating In financing this contract. No assignment or reassignment The Postal Service may anfoma this clause prior to January l,'2000,if will be recognized as valid and binding upon the Postal Sery€ce Unless a testing of any system before,that date results In a faltura,irregularity,or i (v2.2,June 1999) A-2 fJNt •ED STATES General Conditions to USPS (Lease f�05'T�iL SERVICt inlenuplion of service as described above. Accordingly, systems must 2. The dale payment otherwise would be due, it that date is later, permit user-ptogrammed dale changes sulficlent to Simulate lime until the date of payment. pariods beginning wiUa any future date, irtcludmtp without limitation I Simple interest on claims will be aid at a rale determined in December 31 1099.Nothing in this warranty may be construed to limit P P any riglsls or remedies the Postal Service may olhenvise have under Ilais accordance with the Interest clause, contract with regard to Year 2000 compliance or any olhar defects or I. The ctantroctor must proceed dfililwilly with performance of this failures. contract,pending final resoitillon of any request for relief,claim,appeal, or action arising under the contract,and comply with any dectsfort of the contracting officer. A.13 CLAIMS AND DISPUTES a. This contract IS subject to the Contract Disputes Act of 1976 (41 A.14 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS U.S.C,bol-613)("the Act"). The following clause Is applicable If this contract provides for payments b. Except as provided In the Act,all disputes arising under or relaling to aggregating 52,500 or more. this contract must be resolved under this clause. a. The contractor may not discriminate against any employee or c "Claim"as used In this clause,means a written demand or written applicant because of physical or mental handicap, In. regard to any assetifon by one of the contracting parties seeldng,as a matter of right, position for which the employee or applicant is qualllled.The contractor the payment of money In a sum certain the adjustment or Interpretation agrees to take affirmative action to employ,advance in employment,and at contract terms or other relief arising under or relating to this conlr=L otherwise treat qualified handicapped individuals without discrimination In Hovmver,a ivd1lan demand orvvittan assertion by Ute contractorseelring all employment practices,such as employment,upgrading,demotion or thta payment of money exceeding 5700,000 Is net a claim under the Act transfer, recruitment, advertising, layoff or termination, rates of pay or unlit confled as required by subparagraph d.2 below. A voucher, rather forms of compensation, and selection for !raining (Including invoice,or other routine request for payment Met is not In dispute when apprenticeship). submitted Is not a claim under the Act. The submission may be b. The contractor agrees to comply with the rules, regulations, and converted IQ a claim udder the Act by complying with the submission and relevant orders of the Secretary eF Labor Issued pursuant to the oerilicaalicn requiramenls Of this clause, if It is disputed either as to r ehabUt orad rs el the a amended. liability of amount or 1,not acted upon In a reasonable Orne. c. In the event of the contractor's noncompliance with this clause, d. action may be taken In accordance wllh the rules and regulations and to a co rat by vise contractor a must 4e made In A claim and the Postal relevant orders of the Secretary of Labor. Isr the contracting officer for a wdttera decision- A claim lay lhr�Postal Servica against the contractor Is subject to a written decision by the d. The contractor agrees to post In conspicuous places, available to :ontracting officer. employees and applicants, notices In a form to be prescribed by the Director,Office of Federal Contract Compliance Programs,provided by 2, For contractor claims exceeding$100,000. the contractor must or through the contracting officer. These notices state the contractor's submit with the claim the foflowing cerliflr afkrn= obligation under the law to take affirmative action to employ and advance "I certify that tftrt elalm Is made In gra©d faith,that the supporting in employment quallned handicapped employees and applicants,and the j data are accurate and complete to the best of my knowledge and rights of applicants and employees. beget,Uaat the amount raquested accurately reflects the contract e. The contractor must notify,each union or workers representative with adjulment for which,the contractor believes the Postai ararvice which It has a collective bargaining agreement or other understanding is liable, and that I am duly euf7irarized to certify the claim on that the contractor Is bound by the terms of section 503 of the Act and Is bahalf of the contractor." committed to taking affirmative action to employ, and advance in 3. The carlificalfon may be axe cuiad by any person duly authorized employment,handicapped individuals. to bind the contractor with raspacito the claire' , f. The conuaclor must Include this clause In every subcontract or a. For contractor claims of $10D,000 or less, the contracting officer purchase order over$2,500 under this contract unless exempted by must,9 requested in writing by the contractor,render a decision wkhin 60 rules,regulations,or orders of the Secretary issued pursuant W section days of the request. For conlraclor-certillerf claims over$101),000, the 503 of the Act,so Its provisions will be binding upon each subcontractor. contracting officer roust, within W days, dealda the claim at nolf� the or vendor. The contractor must take such acllon with respect to any contractor of the dais by which the decision will be made. subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce In these 1. The contracting officers decislon is final unless the contractor provisions,including action for noncompliance. appeals or[Iles a suit as provided In the Act A,15 AFFIRMATIVE ACTION FOR DISABLED VETERANS AND g. When a ctatm Is submitted by cr against a erarilraclor,the partles by VETERANS OF THE VIETNAM ERA mutual consent may agree to use an altemative dispute resolution(ADR) process to assist in resolving Me claim. A cadilloallon as described in If this contract provides for payments aggregating 510,000 or more, the d(2)of Utls Clause must he provided for any claim,regardless of dollar following clause Is applicable, amount,before ADR Is used. a. The contractor may not discriminate against any employee or h.. The Postal Service will pay Interest an the amount found due and applicant because that employee or applicant is a disabled veteran or unpaid from: veteran of the Vietnam era, In regard to any position for which Ilse employee or applicant Is qualified. The contractor agrees to take 1. The date the contracting officer receives the claim (properly affirmative action to employ, advance In employment, and clhenvlse certified it required);or treat qualified disabled veterans and veterans of the Vietnam era wilhoul discrimination in all employment practices, such as employment, upgrading, demollon or transfer, recruitment, advertising, layoll or 45 (v2.2,June 1999) A'3 Il I lrrll�-EDsrr,�_ General Conditions to USPS Lease POSTM SERVICE_ termination,rates of pay or other forms a1 compensation,and selection g. The conlracler agrees to comply with she rules, regulations, and far training(Including apprenticeship). relevant orders of the Secretary of Labor Issued pursuant to the Vietnam b. The contractor agrees to list all employment opertings ryhfch exist at Era Veterans Readjustment Assistance Actor 1972,as amended. the time of the execution at this contract and those which occur during h. In the event of the contractors noncompliance vAh this clause, the periomtance of this contract, including those not generated by this action may be taken In accordance with the rules, regulations, and contract and Including those occurring at an establishment of the relevant orders of the Secretary, contractor other than the one where the contract!r being performed,but excluding those of Independently operated corporate affllfales, at an I. The contractor agrees to post in conspicuous places, available to appropriate local office of the state employment service where the employees and applicants, notices In a torr to be prescribed by the opening occurs. Stale and local govammeni agencies holding poslaf Director,Office of Federal Contract Compifance Programs..provided by Service contracts of$10,UDD or more vAl also list their openings with the r through the contracting officer: These.notices state she oontraclor`s o appropriate office of the state employment service. g len under the law to Lake affirmative action to employ and advance In employment quallffed disabled veterans and veterans of the Vietnam a. Listing at employment openings with the employment service system era,and the rights of applicants and employees. will be msde at least concurranily with the use of arty other recruitment The contractormusf ncrlll each union or tvorlters"re rosenlaRiva with source or effort and will involve the normal obligations attaching to the j- Y p placing of a bona fida job order,including the acceptance of referrals of which It has a colieclfva bafgalning agreement or other understanding veterans and non-veterans,The listing of employment openings does not that the contractor Is bound by Ute terms of the Act and Is committed to require the hiring of any particular applicant or hiring from any particular taking allitmalfve scilon to employ, and advance in employment, group of applicants, and nothing herein Is Intended to relieve the qualified disabled veterans and veterans of he Vietnam era. contractor from any other requirements regarding nondiscrimination In employment. k. The contractor roust Include this clause In every subcontract or purchase order at$10,004 or more under this aanfract unless exempted d_ Whenever the contractor becomes contractually bound to the listing by rules,raqulallOns,or orders of the ecrelary Issued pursuant to the Provisions of this clause,it must advise the employment service system Act,so Its:provisions still be binding upon each subcontractor or vendor. In each Slate where It has establishments of the name and location of The conlr=tcrr rust take such taction wrllh respect to any subcontract or each hiring location In the Stale. The contractor may advfse the Stale purchase order as the Dlteclbr of the Office of Fadefol Contract system when It Is no longer bound by this clause. Compliance Programs may direct to enforce In these provisions. Including action for noncom pIlona v, e. Paragraphs b, c, and d above do not apply to openings Ute contractor proposes to 1111 from within Its own organization or under a A.15 GRATUITIES OR GiFTS customary and traditional employer/union hiring anangemenL But this -!uslon does not apply to a particular opening once the contractor a. The Postal Service may terminate this contract for default if, after !as to consider applicants outside its assn organlzallon or notice and a hearing, rho Postal Service Board of Contract Appeals ,.foyer/union arrangements for that opening. determines that the contractor or the contractor's agent or other representative: ,. Oellnitlons 1. All Employment O Openings. This Includes all positions except 1. Offered or gave a gratuity or gift(ars defined 1n 5 CFR 2635) to p P P an officer at employes at the Postal Service;and executive and lop management, those posillans that will be piled from within the contractor's organization,and positions lasting three 2. Intendedby the gratuity f0 obtain a contract or favorable days or less. This also Includes lull-arose employment, temporary treatment under a contract employment of more than three days duration, and gest,lime b. The fights and remedies of the Postal Service provided In this clause employment Under lite most compelling circumstances, an employment opening may not be suitable for listing, including are In addition to any other rights and remedies ptovided by law or under shuallarrs In which the needs of the Postal Service cannot this contract reasonably be otherwise supplied,when Ilsling would be contrary to nallonat security,or when listing would not be In the best interest of A.17 HAZARt1OUSfroXIC CONDITIONS CRUSE the Postal Service. 'Asbestos containing building material, (ACEM) means any material 2. Appropriate Offica of the State Employment Service. This conlalning more than 1%asbestos as delerrnined by using Ute method means the local allice of the federallstale national system of public Specified its 40 CFR Dart 763,Subpart E,Appendix E.'Friable asbestos employment offices will assigned responsibility for serving the area material'means any ACBM that When dry,can he crumbled,pulverized, where the employment opening Is to be filled,Including the District of or reduced to powder by hand Pressure. Columbia,Guam,the Commonwealth of Puerto Rico,and the Virgin The Lessor must identity and disclose the paa,enoa location and Islands. quantity of all ACBM or presumed asbestos containing material(PAGNI) 3. Positions That Will ba Filled From Within the Contractor's Own which Includes all thermal system Insulation,.sprayed on and troweled on Organization. This means employment openings for Which no surfacing materials,and asphalt and vinyl flooring material unless such conslderailon will be given to persons outside the contractor's material has been tested and Identified as non-ACB&C The Lessor organization (including any affiliates, subsidiaries and parent agrees to disclose any Information concerning the presence of lead- companies) and includes any openings which the contractor based paint, radon above 4 pCllL,and kali piping or solder In drinking proposes to fill from regularly established recall lists. water systems In the building,to the Postal Service. 4. Openings the Contractor Proposes to FIII Under a Customary Silas cannot have any contaminated sell or wratar above applicable and Traditional EmplayorlUnlan Hiring Arrangement Employment federal,state or local action levels or undisclosed underground slarage i openings the contractar proposes to lilt from union halls as part of tanks. Unless due to the act or negligence of the Postal Service, It the customary and tradltlonal hlring relationship existing between It coniaminaisd loll,water,underground storage tanks or piping or Inahle and representatives of Its employees, asbestos material or any other hazardoushoxlc materials or substances as deflned by applicable Local, Slate or Federal lase is subsequently (v2.2,June 1999) A-q f i irrI fsrxs General Conditions P� P05TALSER ICE- v Leese identified on the pramises,The Lessor agrees to remove such materials hereby leased(provided such alterations,additions,structures,or signs or substances upon notification by the U. S. Poslaf Service at Lassor's shall not be detrimental to or Inconsistent with the rights granted to other sole cost and expanse In accordance a'rrth EPA andlor Slate guldetires. tenants on the property or In the building in which said premises are Il ACBM Is subsequently found in the building which reasonably should located); which fixtures, additions or siructures so placed In, upon or have been determined, Identified, or knovm to the Lessor,She Lessor attached to the said premises shall be and remain the property of the agrees to conduct at Lessors wale expense, an asbastos sunray Postal Service and may be removed or otherwise disposed of by the pursuant to the standards of the Asbestos kfazaid Emergency Response Postal Service. Prior to expiration or termination of this lease Ilio Postal Act(AHERA),establish an Operations and Maintenance(O&M)pian for Service may remove such alterations and Improvements and restore the asbestos management, and provide the survey report and plan to the premises to as good condlUon as that existing at the time of entering postal Service. It the Lessor 12115 to remove any friable asbestos or upon the some under the lease,reasonable and ordinary wear and fear haxardoushoxlc materlais or subsiances, or complete an AHEAA and damages by the elements or by circumstances over which the asbestos survey and 09M plan, the Postal Service has the right to Postal Service has no control,excepted. It however,at the expiration or accomplish Ina work and deduct the cast plus adminlsiralive costs,from termination of the lease or any renewal or extension thereof,the Postal lulure rent payments or recover these costs from Lessor by other means, Service elects not to remove such alleratlons and/or Improvements,said or may,al Its sola option, cancel this Lease, in addition, the Postal alterations and/or improvements shall become the property at the Lessor Service may proportionally abate the rent for any period the premises,or and any rights or restoration are waived. any pan (hereof, are determined by the Posta) 5ervirs to have been rendered unavallabla to U by reason of such condttlon. A-22 APPLICABLE CODES AND ORDINANCES The remainder of this clause applies if this Lease Is for premises not The Lessor,as part of the rental consideration,agrees to comply with alt previously occupied by the Postal Service. codes and ordlnancos appllcable to the ownership and operation of the building In which the rented space is situated and to obtain ail necessary By execulien of this Lease the Lessor certIllas: permits and related Items at no cost to the Postal Service. 1 the property rind improvemants.are its rat all conlam Ina tion from A.23 DAMAGE OR DESTRUCTION OF PREMISES pelroleum products or any hazardousitaaxic or unhealthy materials or substances, including friable asbestos materials, as defined by It the demised premises or any portion lhereol are damaged or applicable State or Federal taw; destroyed by lire or other casualty,Acts of God, of a public enemy,riot or Insurrection or are otherwise determined by the Postal Service to be associated ssoeiatad piping,Thera are n,ACSM,radon,lead-based paint,or Lead piping or undisclosed underground storage tanks or unlit for use and occupancy,the Postal Service may: solder in drinking water systems,on the property;arid a. terminate this lease as of the dale the premises become unfit for use 3. It has not received, nor Is It aware of, any notification or other and occupancy,or corrimunfcalfon (nary any govommental or regulatory entity b. require the Lessor to repair or rebuild the promises as necessary to concerning any envlronmenlat conditlon, Of violailan or patentlal restore them to tenantable condition to the satisfaction of The Postal violation of arry local, state, or federal environmental statute or Service. For any period the premises,or any part thereof, lira unfit for regulation,existing at or adjacent to the property. use and occupancy, the rent will be abated In p€oporgun to the area determined by are Postal Service to be unienantable. UnfTlnELRs lot use The Lesson hereby Indemnities and holds harmless the Postal Service does not Include onsullablitty arising from such causes as design,slze, and Its officers.,agents,rapresentallves,and employees from all claims, or location of the promises,or lass,damage, actions,causes of ootlon, expense, fees anftr liability resulting from,brought for,or an account of any vlol8tiun of this clause.. C. accomplish all repair necessery for postal occupancy and deduct ail such costs,plus adminlslrallve burden from future tents. A.18 ADVERTISING OF CONTRACT AWARDS A.24 LESSOR OBLIGATIONS Except wllh Ilse conlracl[rip oylcer's prior approval,the confraclor0preas not to rarer in its commercial advertising to the fact that it was awarded a The Lessor's obligations regarding the services Io be provided are further Postal Service contract or to Imply In any manner that the Postal Service defined as folfows endorses Its products, a. If heating system and fuel are furnished - Lessor must furnish treating system together with all fuel required for proper operation of the A 79 RECORDING system during the continuance of the Lease, The system roust be In This agreement or a memorandum hereof, must be recorded at the good working order and,11 maintained by the Lessor,wlt be maintained expense of the Lessor, Such expanso Includes alt lees required for or In accordance with the Mainlonanve Rider attached hereto. Any Incident to recording- It the Lessor lalls to record the Lease,, or a Invesligative or remedlallen asst assootaled with a refea,e of luut from memorandum thereof, the Postal Service may record the Lease or a The system, Including any fuel tanl(, shell be the respon5lb44 of the memorandum thereof, and deduct all costs assocfaled therewith from Lessor, unless than release is cause by the act or naglr'gence of the future rents. Postal Service, b. If heal is furnished • Lessor must maintain a uniform heating Ago SUBLEASE temperature of 85 degrees F, In all enclosed portions or the demised The Postal Service may sublet all or any pad of the promises or assign promises during the continuance of the Lessee this lease but shall not be relieved from any obligation under this lease c. It heating system Is furnished-Lessor roust furnish healing system by reason of any subletting or assignment. In good working order and.If malnlalned by Lessor,will be maintained in acetardarice w)Ua the Maintenance Rlder atfached hereto, Any A 21 ALTERATIONSInvesllgative,oar remadiatlon cost assoctated with ra release of fuel Irom The Postal Service shall have the right to make afleraUens, attach the system, Including any fuel tank, shall be the responsibility of the fixtures and erect additions,structures or signs In or upon the premises ,;5 (v2-2,June 1999) A-5 i � r General Condhions to USPS Lease Lessor, unless the release is cause by the act or negligence of the A.26 RESERVED Postal Service. A.27 DAVIS-BACON ACT d. If Iighllntl llxturas and power are tumishad-Lesser must provide light The lollatving Is applicable If Ibis agreement covers premises of net fixtures in good vaadtng order as wall as pay all recurring electric bids. Interior space In excess of 6,50D square feel and Involves construction e. It light lixtures are furnished-Lessor must provide light fixtures in work over 52,000.00. good working order. a. Minimum Wages I. II elecificily Is furnished- Lesser must pay for all recurring electric I. All mechanics and laborers employed in the contract work[other bills and furnish the electrical system during the continuance of the than maintenance work of a recurring, routine nature necessary to Lease. keep the building or space in condition to be continuously used at an g. II electrical system Is furnished- Lessor must lumsfsh an'electrical established capacity and efficlency for its Intended purpose)must be system kt good working order having a separate electrical meter. paid unconditionally, and not less than once a week, wilhoul deduction or rebate (except lar deductions permitted by the h. if water system and waltz service are furnished - Lessor must Copeland Regulallons(29 CFR Part 3)),the amounts due at the time tumish a wa-ler system in goad working order and pay for all recurring of payment computed at rates not less than the aggregate of the walur bltls during the contincranca of the Lease. basic hourly rates and rates of payments,contributions,or casts for any fringe benefits contained In the wage-determination decisfon of i. II water system Is furnished-Lessor must furnish a wafer system In the Secretary of Labor, attached heralo, regardless of any good working order with separate water molar. contractual relationship alleged to exist between the Lessor, or j if sewerage system and sewerage sarvlce Is furnished - Lessor subcontractor and these laborers and mechanics. A copy of the wa a delerminallon decision must be kept posted b the Lessor at plumbing, as to turn sh o nectio systems including did lines rtdent, relatpT,pIne, the site of the work in a prominent place whre It can easily be seen plumbing, linrss, connections, srrptlo tanks, field lines and related b the welters. devices,as necessary and to pay all charges,fees and other costs for y such system and services during the continuance of the Lease. 2. The Lessor may discharge Its obligation under this clause to k. if satvaragt system Is furnished Lessor agrees to lumish sewerage workers In any classification for which the wage-dolerminalion systems Including all equipment, ptp€ng, plumbing, lines, corinectlans, decision contains: septic lanky, field lines, and related devices,as necessary during the (a) Only a basic houdy rate of pay,by malting payment at not --nllnuance of the Lease. less Than that rale,except as otherwise provided ire the Copeland Future Avaltahility, of public Water andlar Sowerago Servicers Regulallons('29 CFB Part 3),or igardless of Lessrrra responsibility for water andfor sewerage tinder (b) Both a basic hourly rate of pay and fringe-bonsifl payments, aiLS Lease, II public water anrVor sewerage services are not ourrenuy by paying In cash,by Irrevocably contributing to a fund,plan,or avaltabla, but become available in the future, the Lessor agrees to program for,or by assuming an enforceable crnnmilment to bear accomplish connection,maintain,and pay all tees and costs Involved In the cast of,bona fide fringe benefits contemplated by 4D U.S.C. aonnecffnga the building system to the public Water andlor sewerage 276x,or by a combinaUon of these. systems, Allor connection, the f 055 Service agrees to pay recurring charges for water consumption and use of sawerago services, it 3. Contributions made,or costs assumed,on other then a weekly connection of such sarvicas13 optional,the Postal Service will determine basis (but not less often than quarterly) are corsUered as having it the connection is to be made by the Lessor. bean constructively made for a weekly period. When a fringe benefit m. if air•cvndllloning equipment and o araling power are provided - Is expressed In a wage determination in any manner other than as p p P on hourly rale and the Lessor pays a cash equivalent or provides an Lessor must fumish air-cetndflloning equipment together with all power allemative fringe benefit, the Lessor must fumish information with required for proper oparratfon of The equipment during the conllnuance of the lessors payrolls showing how the Lessor determined that the the Lease. The equipment must be in goad woddrig order and, If cost incurred to make the cash payment or to provide the raltemative maintained by the Lessor,v,+lll be maintained In accordance with the fringa benefit is equal to the cost of the wage-delorminatlan fringe Maintenance Rider attached hereto. benefits. When the Lessor provides a fringe benefit dMarant from n. if air-conditioning equipment Is lurnished-Lessor must lumish air that contained In the wage determinalion,the Lessor must show how condilioningi equipment to the demised promises in goad working order the hourly rate was arrived at, In the event of disagreement as to an and,II maintained by Lessor,W10 be maintained In accordance with the equivalent of any IrhtgP benefit, the contracting allicor must submit the question,together with the contracting officers recommendation, Malntenarrce Rider included attached hereto, to the Secretary of Labor for linal determination. o, it air-candilloning Is furnished Lessor must maintain a uniform lemperature of no greater!hart 73 degrees F,in all enclosed portions of tIf the contractor does not maks payments to a Trustee or other third person, the contractor may consider as payment of 1vap0.s the the domised pramises and be responsible for sarvioing of Ihaair costs reasonably enliclpated In providing bone fide fringe benelits, condilicnintg equipment including,but not limited to, thu€eplaoemeni of but only wilh the approval of the Secralary of labor pursuant to a necessary filters and raftlrgarant as required for proper operation of the written request by the Lessor, The Secretary of Labor may require equipment together with power, waler and other services for Its the Lasser to set aside assets In a separate account, to meet Ilse operation. Lessror"s obligations under any unlunded plan or program., A.25 LESSOR'S SUCCESSORS 5. The conlraeling officer will require that any class of laborers or The terms and provisions of this Lease anmechanics not ilsled in the wage-delmminatlan but to be amployedd the conditions herein are under the contract tvlif be classilled in cantormance with The wage- binding on the Lessor, and all heirs, executors, administrators, determination and report tha actlon taken to the Administrator of the successors,and assigns. Wage and Hour Division, Employment Standards Administration, AS (v2.2,June 1999) A-6 i t s fm ,uANTEDSTATES Genera{ Conditions to USPS Lease ;z POSTagt.5'ERVIC U.S. Department of Labor, Washington, D,G. 20210.0001, for on the wage determination foe The classification of world actually approval. The contracting officer will approve an additional performed. cfasslflcallon and v.age rare and fringe benefits therefor only If: 3. If the Bureau of Apprenticeship and Training or Stale agency (a) The work to be performed by the classification requested is recognized by the Bureau(as appropriate)Withdraws approval of an not performed by a classification in the a vage•determinaflon; apprenticeship program, or If the Employment and Training Administration withdraws approval of a trainee program, the (b) The classincallon Is utilized In the area by the construction contractor will no longer be permitted to utilize apprentices or industry;and trainees (as appropriate)at less than the applicable predelennined c} The proposed wage lois, Including any bona tide fringe rate for the work performed until an acceptable program Is approved. ( (a) The bears a reasonable relationship to the wage rates (See 29 CFR 5.16 for special provisions that apply to training plans approved or recognized by the Department of Labor prior to August contained In the wage determination. 20,1975.) S. if the Lessor, the laborers or mecliants to be employedfn the 4. The utilization of apprentices,trainees,and journeyman must be classlllcatlon or their representatives,and the contracting olficer do In conformity with the equal employment opportunity requirements of not agree on the proposed classillcation and waga rale and fringe Executive Order 11246,as amended,and 29 CFR Part 30, benefits therefor, ills contracting officer must submit the question, together with the views of the interested parties and the contracting c. Overtime Compensation oilicer's recommendation, to the Wage and Hour Administrator for linal determination, The Administrator or authorized representative 1. The Lessor may not require or permit any laborer or mechanlc will,wilhin 30 days at recelpt,approve,rnodlly,or disapprove every employed on any work under this contract to work more than 40 proposed additional classification action, or Issue a that hours in any workweek on work subject to the provisions of the dalarminaWn 11 the parties disagree, and so advise the contracting Contract Work Hours and Salety Standards Act(40 U.S.C.327-333), officer or advise that add'lilonal lime is necessary. The finaf unless the laborer or mechanic receives compensation at a rate not approved wage rate(and fringe benallis if appropriate)must be pald' less than one-and-one-half limes the laborer's or mechanic's basic to all workers performing wark In the clBssrdicalifan under the contract rate of pay for all such hours worked in excess of 40 hours. tram the first day work Is performad In the ciassificaflon.The Lessor wlil post a copy of the final determination of the conformance action 2. For violations of subparagraph c.1 above,the Lessor is liable for with the wage-delerminatl®n determination at the site of the walk- liquidated damages, which will be computed for each laborer or (The Department of Labor Information cotlecilon and reporting machnnic at$10 for each day on which the employee was required requirements conlainad In subparagraph a.5 above and In this or permitted to work In violation of subparagraph c.i above. subparagraph a,6 have been approved by The Mice of Management 3, The contracting officer may withhold from the Lessor sums as and Budget under OMB control number 1215-b114G.) may administrratively be determined necessary to sallsry any Apprentices and Trainees Ilablllifes of the Lessor for unpaid wages and liquidated damages pursuant to subparagraph c.2 above. 1, Apprentices may be permitted to work only when d. Payroll and Other Records (a) registered, Indlvldiaally, under a bona flde apprenticeship program registered with a State apprenticeship agency 1= For all laborers and mechanics employed In fYta work cowered by recognized by the Bureau of Apprenitceship and Training, this clause, the lessor must maintain payrolls and rsialed basic . U.S.Department of Labor,or,If no such recognized agency records and preserve there for a period of 111ma years after contract exists In a state, under a program registered with the completion.. The records must contain the name, address, and Bureau of Apprenticeship and Training;or social security number of each employee, the employee's correct classification, rate of pay (including rales of contributions fat, of (b) If not Individually ragislared in the program,ceri sled by the costs assumed to provide, fringe benefits), The daily and weekly Bureau of Apprenitceship and Training or stale agency(as numbar of hours worked,deductions made,and actual wages paid, approprlele) to be eligible for probationary employment as Whanawar the Lessor has obtained approval it=.the Secretary of an apprentice, Trainees may be permitted to work only It Lnhor[a assume a commitment to bear the cost of fringe bane% Individually reglstarad In B program approved by the under subparagraph a.4 above, the Lessor must maintain records Employment and Training Administration,U.S. Department showing the commitment and Its approval, cormmunlcallon of the of Labor. plan or program to the employees allected,and the costs anticipated or incurred under the plan or program, Lessors employing 2. The rallo of apprenilces to jcumeymen or ttralneas to joumuymen apprentices or trainees under approved programs must maintain In any craft classihcallon must not be greater than that permitted for written avldene oaf the regisiration of apprenticeship prograrras and the Lessors entire work force under the registered apprenticeship or cerliffcallran of trainee programs,the raglsiraGran of the apprenilces trainee program.Apprentices and trainees must be paid at least the and trainees, and the ratios and wage rates prascritmd in the , applicable wage rates and fringe benefits specified in the approved ,applicable Programs. (`the Department of Labor inlonnallon apprenlicaship or trainee program for the prarllcular apprentices or Milectlon and record keeping requirements in ltrls subparagraph d.1 trainee's level of progress, expressed as a peruenlape of the have been approved by the Office of Management and Budget under Journeyman hourly rale specified In the applicable wage- ONES control numbers 1215-Ul40 and 1215.0017), delemminal'lon. if the uppranilceship or trainee program does not specify fringe benefits,apprenitcas or trainees must be paid In the 2, The Lessor must submit weakly, for each weak fro which any lull amount of Iringe benefits listed on the waga-datemmnallon for the work Covered by this clause is performed,a copy of all payrolls to the applicable clesslticatlon unless the Administrator of Wage and Hour conlracling officer. The Lessor Is responslble for the submtsslon cal Division determines that o different practice prevails,. Any amployee cop"res rrl payrolls of all subcontraclors. The copy must be listed on s payroll at an apprentice or trainee wage rate not accompanied by a statement signed by the Lessor Indfcaling that Ilia regislered, or perivirnIng work on the job she in excess of the ratio payrolls are correct and complete, that the wage rates contained In permitted under the registered program,must be paid the wage rale therm are not less than those delarmined by the Sacrawry of Labor, 15 (v2.2,June 1494) A-7 LfVf i EIJi 7f.TES General Conditions to USPS Lease laC7 a 11L 50? JC and that the classiffmilons set forth for each laborer or mechanic and the Postal Service, the U.S. Department of Labor, or the conform with the worlt the laborer or mechanic performed, employees or their representailves. Submission of the Weekly Statement of Compliance (see 29 CFP. required tinder Itils agreement sallsfies this requirement. AM BANKRUPTCY As raqulred by lhis clausrr, the Lessor must submit a copy of any In the Quant the Lessor enters Into proceedings relatingto bankruptcy, approval by the Secretary of Labrir. (i he uir Department til Labor whether voluntary or Involuntary,the Lessor will furnish,b certified mail, information collection and raporling requirements; in Ihls rY ry, Y subparagraph d.2 have been approved by the Office of Management written notification of the bankruptcy to the contracting officer responsible and Budget under 01413 control number 1215-8149.) for adminlstar{ng the contract. The notification must be furnished wilhin five days of the initiation of the bankruptcy proceedings. The notification 3. The Lessors records required under this clause must be must include the dale on which the bankruptcy petition was riled, the avallsbte for inspection by authorized represemlattvas of the court In which the petition was filed,and a list of Postal Service contracts contracting officer and the Department of labor. and the Lessor and contracting officers for all Postal Service contracts for which final must permit the represantativa in interview employees during payment has not yet been made. This obligation remains in effect until warking hours on the job, Mal payment under this contract. 4. The Lessor must comply with the Copeland Regulations of the Secretary of Labor(29 CFR Part 3),which are hereby Incorporated in [his contract by reference. e. Withholding of Funds. The contracting officer may withhold from the Lessor under this or any other contract with the Lessor so much of the accrued payments or advances as is considered necessary to pay all laborers and mechanics the.full remount of wages required by this Contract or any other contract subject to the Davls-Bacon prevailing wsna requirements that Is hold by the Lessor. L Subcontracts 1. If the Lessor'or any subcontractor falls to pay any laborer or mechanic employed on the site of the work any of the wages required by Iha contract, the contracting officer may, after writien notice to the lessor, suspend further payments or advances to the lessor until violations have ceased. 2- The lessor agrees to Insert this clause,including this paragraph 1, in all subcontracts hereunder. The term"lessor"as used In this clause In any subcontract, is deemed to refer to the lower- [ter owerIter subcontractor. g. Compliance with Davis-Bacon and Related Acts Requirements. All rulfngs and Inlerprotations of thu Davls-Bacon Act and related acts contained In 29 CFR Parts 1,3, and 5 are hereby Incorporated by reference In this contract- h. ontracth. Certification of FJlgibillty 1. By entering Into this contract, the lessor certllfes that neither it or any person or firm hewing an interest In the lessor is ineligible to be awarded contracts by virtue of secllon 3(a)of the Davis- Bacon Act or 29 CFR 5.12(x)(1). 2. No part of this contract-,vlll be subcontracted lo any person or Firm Ineligible for rantraig award by vinue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). 3. The penalty for making false statements Is prescribed in the U.S.Criminal Code,18 U.S.C.100E I. Contract Termination and Debarment. A breach or this Davis- Bacon Act clause may be grounds for termination of the contract and debarment as a contractor and subcontractor as provided In 29 CFR 5.12. j. Mputes Concerning Labor Standards. Disputes aftsing out of the labor standards provislons or this contract are not subject to the Ctaims and Disputes clause. They will be resolved In accordance vilth the procedures of the Department of Labor sal forth In 29 CFH Parts 5, B, and 7. Disputes within the manning of frits clause Include disputes belvimn the lessor(or any of ils subcontrac(ors} .5 (v2.2,June 1999) A-u i t -- LJAIITEDS 4TES Representations and Certifications fiOST,K SER VICE- SECT]ON S B.1 TYPE OF BUSINESS ORGANIZATION The offeror,by checking the applicable blocks,represents that it: l a. operates as i� corporation Incorporated under the laws or the Stale of 11.5 U 1 _ _ [Dan individual, ❑a partnership, ❑a joint venture, ❑a non-profit organization,or ❑an educational Institution;and b. Is a ❑small business concern, ❑minority-ownedbuslness, ❑woman-owned business, ❑labor surplus area concern, ❑educational or other non-profit organization,or E7 none of the above entities. c. SMALL BUSINESS CONCERN. A small business concern for the purposes of Postal Service procurement Is a concern, Including Its affiliates,which is Independently owned and operated,is not dominant In the field of operations in which it is submitting an olier,and Is of a size consistent with the standards set forth by SBA in CFR Pail 121,or it no standard has been established, then of a size employing ntal more than 500 employees. (Also see USPS Procurement Manuel,Chapter 10,Section 1.) d. MINORITY"-OWNED BUSINESS. A minodf y-owned business is a concern that is at least 51 percent owned by, and whose management and daily business operations are controlled by,ogle or more members of a socially and economically disadvanlaged minority group,.namely U.S.citizens who are black Arnerlcans,Hispanic Americans,Native Americans,Aslan-Pacific Americans,or Astan-Indlan Americans. ("Native Americans" means American Indians, Eskimos, Aleuts, and native Hawaiians. "Asian-Pacific Americans" means those whose origins are In Japan, Cllina,,, the Philippines, Vietnam, Korea, Samoa, Guam, the U-S. Trust Territories of the pacific islands, the Northern Ma Hanes Islands, Laos, Kampuchea, or Taiwan. "Asian-Indian Americans"means those whose origins are in India,Pakistan,or Bangladesh.) e. WOMAN-OWNED BUSINESS. A woman-owned business is a business which Is at least 51 percent owned, controlled, and operated by a woman or women. Controlled Is defined as exercising the power to make policy decisions. Operated Is defined as actively involved In the day-to-day management. f. LABOR SURPLUS AREA. A geographical area which at the time of award is either a section of concentrated unemployment or 'eremployment,a persistent labor surplus area,or a substantial labor surplus area,as defined in this paragraph. 1. Section of concentrated unemployment or underemployment means appropriate sections of Slates or labor areas so classiflad by the Secretary of Labor. 2. Persistent labor surplus area means an area which is classified by the Department of Labor as an area or substantial and persistent labor surplus(also celled Area of Substantial and Persistent Unemployment)and Is listed as such by that Department in conjunction with Its publication,Area Trends In Employment and Unemployment- 3. nemployment3. Substantial laborsurplus area means an area which is classified by the Department of Labor as an area of substantial labor surplus (also called Area of Substantial Unemployment)and which is listed as such by that Department in conjunction with its publication,Area Tretlds In Employment and Unemploymenf. g. LABOR SURPLUS AREA CONCERN. A firm which will perform or cause to be performed a substantial proportion of a contract In a labor surplus area. h. EDUCATIONAL OR OTHER NON-PROFIT ORGANIZATION. Any corporation,foundation,trust,or other institution operated for scientific or educational purposes, not organized for profit, no part of the net earnings of which inures to the profits of any private shareholder or individual. B.2 PARENT COMPANY AND TAXPAYER IDENTIFICATION NUMBER a. A parent company Is one that owns or controls the baslc business policies of an olferor.To own means to own more than So percent of the voting rights In the offeror. To control means to be aide to formulate, determine, or veto baric business policy decisions of the offeror.A parent company need not own the offoror to control it;It may exercise control through the use of dominani minority voting rights,proxy voting,contractual arrangements,or otherwise, b. Enter the offeror's Taxpayer Identification Number(TIN)In the space provided.The TIN is the offeror's Social Security Number or other Employee Identification Number used on the offero,'s Quarterly Federal Tax Velum,U.S.Treasury Form 941. 011eror's TIN: D_1—D19D7'5 c. []Check this block If the offeror Is owned or controlled by a parent company. i (v2.2,June 1999) B-1 i I - �4 0XITED sa res Representations and Certifications `� Ptah fit,SF1� rClMr d. If the block above Is checked,provide the following information about the parent company: Parent Company's Name: Parent Company's Main Office Address: No.and Street City: Slate:` Zip Code: Parent Company's TIN: e. If the offeror is a member of an affiliated group that files Its federal Income tact return an a consolidated basis(whether or not the offeror is owned or controlled by a parent company, as provided above) provide the name and TIN of the common parent of the affiliated group: Name of Common Parent- Common Parent's TiN: B.3 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION a. By submitting this proposal, the offeror certifies, and in the case of a joint proposal each party to it certifies as to Its own organization,that in connection with this solicitation: 1. The prices proposed have been arrived at Independently,without consultation,communication,or agreement,for the purpose of restricting competition,as to any matter relating to the prices with any other offerar or with any competitor, 2. Unless otherwise required by law, the prices proposed have not been and will not be knowingly disclosed by the offeror before award of a contract, directly or Indirectly to any other offeror or to any competitor,and 3. No attempt has been made or Will tae made by the offeror to induce any other person or firm to submit or not submit a proposal for the purpose of restricting competition. Each person signing this proposal certifies[hal: t. He or she is the person in the offeror's organization responsible for the decision as to the prices being offered herein and that he or she has not participated,and will not participate,in any action contrary to paragraph a above;or 2. He or she is not the person In the offeroes organization responsible for the decision as to the prices being offered but that he or she has been authorized In writing to act as agent for the persons responsible In eerilfying That they have not participated,and will not participate,in any action contrary to paragraph a above,and as their agent does hereby so canify,and he or she has riot participated,and will not participate,In any action contrary to paragraph a above. a. Modification or deletion of any provislran In [his certificate may result in the rejection of the proposal as unacceptable. Any modification or deletion should be accompanied by a signed statement explaining the reasons and describing In detall any disclosure or communication. 8.4 CONTINGENT FEE REPRESENTATION a. The offeror must complet7has fallowing representations: 1. The offeror ❑ has not employed or retained any company or person (other than a full-time bona fide employee working solely for the offeror)to solicit or secure this contract. 2. The offeror ❑ has s has not paid or agreed to pay any company or person (other than a full-time bona fide employee working solely for the offeror)any fee,commission,percentage,or brokerage fee,contingent upon or resulting from the award of . this contract. b. If ellher representation Is in the affirmallve, or upon request of the conlraaling officer, the oflaror must furnish, in duplicate, a completed f=orm 7319,'Conlrerctar's Statement of Contingent or Cather Fees,"and any other informalion requested by the contracting officer.. ft the offeror has previous8y furnNhed a completed Form 7319 to the office tssulrig this solicitation, It may accompany kis proposai with a signed statement-- 1. Indicating when the completed form was previously furnished; 2. Identifying the number of the previous solicitation or contract,if any,in connection with which the form was submitted;and 3. Representing that the statement on the form Is applicable to this proposal. (v2.2,June 1999) B-2 f11ifJT 17ST/17 Representations and Certifications A05 SEf�t�rCE, c_ Licensed real estate agents or brokers having listings on property for rent, in accordance with general business practice, and who have not obtained such licenses for the sole purpose of effecting this lease, may be considered as bona Ifde employees or agencies within the exception contained In this clause. 6.5 CERTIFICATION OF NONSEGREGATED FACILITIES a. By submitting this proposal,the offeror certifies that Il does not and wllf not maintain or provide for its employees any segrerdaled facilities at any of its establishments,and that it does not and will not permit its employees to perform services at any location under Its central where segregated facilities are maintained,The offeror agrees that a breach of this certification is a violation of the Equal Opportunity clause in this contract. b. As used in this cerllfloallon,"segregaled facilities'moans any waiting rooms,wo*areas,rest rooms or wash roams,restaurarils or other eating areas, nine clocles, locker rooms or other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas,transportation,or housing laclillles provided for employees that are segregated by explicit directive or are in tact segregatedon the basis of race,color,religion,or national origin, because of habli,local cuslcm,or otherwise. c. The offeror further agrees that (unless it has obtained Identical certifications from proposed subcontractors for specific time pe;lods)it will obtain identical cerllflcations from proposed subcontraclors before awarding subcontracts exceeding$10,000 that ;re not exempt from the provisions of the Equal Opportunity clause;ilii![It will retain these certificatlons In Its files;and that it vont foiward the following notice to these proposed subcontractors (except when they have submitted identical certifications for specific lime periods). NOTICE A cartlllcatlori of nonsegregated facilities mast be submitted before the award of a subcontract exceeding$10,000 that is not exempt from the Equal Opportunity clause.111e certification may be submitted either for each subcontract or for all subcontracts during a period(quarterly,semiannually,or annually). RESERVED B.7 LEASES BETWEEN THE POSTAL SERVICE AND ITS EMPLOYEES, CONTRACT EMPLOYEES, OR BUSINESS ORGANIZATIONS SUBSTANTIALLY OWNED OR CONTROLLED BY POSTAL SERVICE EMPLOYEES OR CONTRACT EMPLOYEES By submitting this proposal,the offaror certifies that the offeror 0 Is, Edis not an employee,a personal service contract employee or a member of the Immediate farnify of a Postal Service employee or personal service contract employee OR a business organization(partnership,corporation,joint venture,etc.).substantially owned or controlled by a Postal Service employee,a personal service contract employee, Or a member of the immediate family of a Postal Service employee or personal service contract employee_ "Irnmediale family"means spouse,rr1nor ohild or children,and other Individuals related to the employee by blood who are residents of the employee's household, (v22.June 1999) 13-3 pi l t UNITED-J-5 TES Maintenance Ricer fit-STI?/-SERVICE- USPS Responsibility (Partial) a 11 the Postal Service is assuming maintenance responsibility for the demised premises for the first time, the Lessor must correct ,It maintenance deficiencies and obtain a written certification from a professional HVAC firm that the heating,ventilating and air conditioning systems have been maintained and are in proper working condition. The Lessor will remain responsible until all deferred maintenance work has been completed to the satisfaction of the Postal Service and Postal Service is In receipt of and accepts the aforementioned written certification. b. The terra "demised premises"as used in this rlder Includes the premises described in the Lease, the improvements and appurtenances to such premises and all equipment and fixtures furnished, or to be furnished, by the Lessor under this Lease. c. The Postal Service is resoonslble for ordinary repairs to, and maintenance of the demised premises except for those repairs that are specifically made the responsibility of the Lessor in this Lease. The responsibility of the Postal Service as stated herein will be fulfilled at such time and in such manner as the postal Service considers necessary to keep the demised premises in proper condition. d. The Lessor Is responsible for: (1)Repairs to all common or Joint use areas, common or Joint use equipment and fixtures that may be Included as part of this Lease. (2)All repairs to structural elements and all parts of the roof system. The term,"structural elements"as used In this clause is limited to the foundation,bearing walls, floors(not Including floor covering),and column supports. The roof system Includes,but Is not limited to, the roof covering,Hashing and insulation,and roof beams,joists, and deck. (9)Repairs resulting from Acts of God,of a public enemy,riot or insurrection. (4)Inspection, prevention and eradication of termites and any other wood eating insects and for repairs of any damage resulting therefrom. (5)Repairs resulting from defects in building construction or installation of equipment, fixtures, or appurtenances furnished by the Lessor. (B)Repairs resulting from fire or other casualties, unless such casualties were caused by the negligence of employees or agents of the Postal Service. (7)Any ordinary repairs by the Postal Service which were made necessary by the failure of any element for which the Lessor is responsible. e. When the neem arises for repairs which are the responsibility of the Lessor, Including any repairs or actions for which the Lessor is responsible under paragraph a. hereof, the Postal Service will (except in emergencies) give the Lessor written notice of the needed repairs and will specify a reasonable deadline for completion of the work. A copy of such notice will be seat by certified or registered mail to the Lessor's mortgagee and assignee of monies due or to become due pursuant to Oils Lease whose names and addresses have been furnished to the Postal Service by the Lessor. If none of these parties f lessor, mortgagee or assignee) proceed with the work with such diligence so as to ensure completion within the time specified in the notice(or any extension thereof granted at the sole discretion of the Postal Service) or actually fails to complete the work within said time, the Postal Service has the right to perform the work, by contract or otherwise, and withhold tate cost of such work (which may include administratfve cost and/or Interest) from payments due under this Lease. In addition, the Postal Service may proportionally abate the rent for any period the damised premises,or any part thereof, are determined by the Postal Service to have been rendered unavailable to it by reason of such condition, Alternatively, the Postal Service may, if the demised premises are determined to be unfit for accupancy,at Its sole discrellon,cannel this Lease without liability. .0 (v2.2,June 1999) 10-1 i I _ _ t Utvrrl DST)3TES Tax Rider FjRU,, F STALSE'PVIC Reimbursement of Paid Taxes/98 BOYNTON BEACH-DOWNTOWN STATION(110960-001) 2171`1 SEACREST BLVD. BOYNTON BEACH, FL 33435-4011 Assessor's Parcel Number. 08 43 45 28 10 004 0170 a. Definillons Ad Valorem means according to the value of the property. Prone Tax Rate is an amount expressed as dollars and cents per$100.00 or per$1,000.00 of assessed value or as mills per S1.00 of assessed value as set by authorities for tax jurisdictions. Real ProDerty Txas,as used in this clause,shall mean those taxes,including ad valorem taxes,special assessments,fees and charges,that are assessed against any or all taxable real property appearing on the assessment roll or list in a taxing authority's jurisdiction and that are identified by a taxing authority for the support of government activities within it's jurisdictlon,whether such activities are general or specific. Real Property Taxes also include administrative charges or fees Imposed by a taxing authority for the support of it's tax assessment and collection activities. b. The lessor agrees to pay all taxes of any kind,Including Real Property Taxes,special assessments, and charges and lees of every kind and nature levied on the Demised Premises. c. The Postal Service will reimburse Lessor for paid Real Property Taxes,as defined above,only under the following terms: 1. Lessor may submit not more than one request for reimbursement in any calendar year,irrespective of the number of taxing authorltles included; and reimbursement will be made not more than one time annually by the Postal Service. 2. No reimbursement will be made for fines,penalties,interest or costs imposed for late payment. 3. Reimbursement will be made only for paid taxes,less the maximum discount allowed by the taxing authority for prompt or early payment,regardless of whether Lessor actually received any such discount. 4. Notwithstanding anything contained in section c.3 above,In the case of a special assessment for which a taxing authority permits or prescribes Installment payments that extend beyond the lease term,reimbursement will be made only for those Installments that are required to be made during the lease term,regardless of whether Lessor pays In full or otherwise adjusts the payment schedule within the lease term. s. Reimbursement will be made only for taxes levied for periods of time within the term of this Lease. s. In order to qualify for reimbursement,the tax bill as issued by the taxing authority must pertain only to the Dernlsed Premises,and to no other real property_ 7. lessor must provide copies of the front and back-of the complete tax bill issued by the taxing authority,along with satisfactory proof of payment. Satisfactoryproof of payment shallbe(1)a receipt for payment shown on the face of the tax bill, (ii)a copy of the front and back of the canceled payment check,. (ill) a statement from a fender verlfying payment of the tax,or(iv)other documentation satisfactory to the Postal Service. a. Incomplete or improper requests for reimbursement will be returned to Lessor without payment. 9, The Postal Service is not required to reimburse paid taxes unless the request for reimbursement Is made within 1 a months after the close of the tax year. d. The Lessor must promptly furnish to the Postal Service copies of all notices that may affect the valuation of the Demised Premises for Real Property Tax purposes or that may affect the levy or assessment of Real Property Taxes thereon. If Lessor does not timely furnish such notices relating to valuation changes or the levy or assessment of taxes or falls to meet any legal prerequisite for appeal and the Postal Service loses the right to contest the validity or the amount of the taxes, then the Postal Service shall be responsible to reimburse Lessor for only 75%of the reimbursable taxes due for the year involved. V2.2,June 1999) T-1 t UIVITEDST TE.s Tax Rider PQST4L SE1?V1 F- Reimbursement of Paid Taxes/98 All notices required under this paragraph must be delivered or mailed,using certifier)mail with a return receipt or other verifled method of delivery,within ten(10)days from the receipt thereof by the Lessor to: COPITRACTING OFFICER, ATLANTA FSO 0000 D21CALB TECH PYWY 300, ATLANTA, GA 30340-2799 or to such other office as the Postal Service may later direct in writing. e. The Postal Service may contest the validity of any valuation for Real Property Tax purposes or of any levy or assessment of any Real Property Taxes by appropriate proceedings either in the name of the Postai Service or of the Lessor or In the names of bolt). Notwithstanding any contest of valuation, levy,assessment, or Property Tax Rate,Lessor rnust pay under protest the Real Property Taxes involved when requested to do so by the Postal Service. The Lessor,upon reasonable notice and request by the Postal Service,must join in any proceedings,must cooperate with the Postal Service,and must execute and fife any documents or pleadings as the Postal Service may require for such proceeding,provided lite Lessor is reasonably satisfied that the facts and data contained therein are accurate. Lessor will not be responsible for the payment of penalties,costs,or legal expenses in connection with any protest or appeal proceedings brought by the Postal Service,and the Postal Service will indemnify and save harmless the Lesser from any such penalties,costs,or expanses. Lessor hereby authorizes the Postal Service as it's agent to represent it's interest In any appeal or protest proceeding authorized under this paragraph. f. Lessor shall promptly notify the Postal Service of any appeal or other action it takes or Initiates to adjust any valuation of the properly,Property Tax Rate,or levy or assessment of Real Property Taxes. The Postal Service is entitled to any and all monies obtained through such actions or any other refunds or remissions of Real Property Taxes paid in any year subsequent to the commencement of the lease. If any such refunded or remitted monies are paid or delivered to Lessor,Lessor frust Immediately forward there to the Postal Service. If Lessor Is Informed ihat he is entitled to a refund or remission of monies paid as Real Property i-axes upon the submission of an application, Lessor will promptly make and file such application,and upon receipt of such refund or remission,Immediately forward it to the Postal Service. The Postal Service reserves the right to offset refund and remission payments not so obtained or forwarded,against rental or other payments due the Lessor. g. The Postal Service is entitled to the benefits of all tax exemptions or abatements authorized by law or regulation that may be available with respect to the Remised Premises. Lessor shall take all necessary steps to obtain such exemptions or abatements. The Postal Service reserves the right to offset against rental or other payments due the Lessor the amount or value of any abatement or exemption that would have been available if Lessor had properly applied for it,and any amount for whlch the Postal Service is not to be responsible under paragraph(b),above, h. Nothing herein contained shall operate to waive or deprive the Postal Service of any rights,privileges or Immunities It enjoys under law. (v2.2,June 1999) T-2 - i UIVITEDSWES Mortgagee's ,agreement (To be executed and attached to lease before it is recorded) Facillty Nam-2/Location BOYP]TON BEACH — DOWNTOWN STATION (110960-001) County:VALl-1 BEACH 217 W SEACP.EST BLVD BOYWON BEACH, FL 33435-4011 Project:H89364 The undersigned, holder(s)of a mortgage in the sum of on the property situated at: 217 14 SEACREST BLVD BOYPITON BEACH, FL 33435-4011 hereby consent(s)to the leasing of said properly to the U.S.Postal Service and agree(s)for itself,its successors, executors, administrators,and assigns that in the event it should become necessary to foreclose said mortgage the mortgagee will cause the sale of said premises to be made subject to said lease. Oaa Company 'ltinass slonalaare of Mort9 9 a eeg Oiflcsr Its 'rift of MorfgEoDa`s 0111091 5treetAddrass City,Stale and ZIP+4 Subscribed and Sworn to before me,notary public,In and for County,State of this day of Notary Public My commission expires —'qT(July 96,v1.12,Py i IJNI E`DS']ATES Designation of Emergency POSTAr 5ERV]CE, Repair Personnel Return completed,signed copy of this form to: Postal Unit: DOP1NT Ino STATION JODY SLOAIJ PROJECT VW%IAGER RE Street Address: 217 N SEACREST BLVD ATLAI-ITA FSO 4000 DEI:AL,B TECH PKWY 300 ATLMITA, GA 30340-2799 City,State,ZIP+4: BOYNTON BEACH FL, 33435-4011 Owner:THE VALLEY LAND CORP 220 HOLIDAY DR STE 27, WHITE RIVER JCT, VT 05001-2015 Contact the following personnel for emergency repairs for those services that are my responslbillty,under the terms of the_lease,when I (or my agent)cannot be reached after a reasonable period of time at Area Code 8 Telephone 802-295-3356 In the event the Postal Service Is unable to contact the designated emergency repair person or such person Is unavailable to perform necessary emergency repairs,the Postal Service Is authorized to arrange for such repairs by repair personnel selected by the Postal Servioe vuth cost thereof to be reimbursed by the lessor. For Vallev Land go- Arnold Moretto Roofinq Roofing/ Structural 220 Bbliday Dr., Suite 27 1499 SW 30th Ave. Emergencies OCheck If Not Applicable White River Jct., VT 05001 Boynton Beach, FL 33425 For Tel- 737-2383 Electrical Emergencies Check if Not Applicable ror Plumbing -_ ,Emergencies check tl Not Applicabie For Heating, Ventilating and Air-Conditioning Emerge cies taebkit Not Applicable For Other Emergencles (VVindr�vrs ears, aChec c.� k If Not Applicable Sign Original. . Signature of Owner or Owner's Agent Date This letter is not Intended to,nor ' does It In any way,Increase my - responsibilities as owner(or agent Name(Typed or Printed) IM wl owner)of the property to the _ I` 0 occupant,the U.S.Postal Service. Street Address City,Slate,ZIP+4 iT VT ober-1991 Postmaster F District F-1 Area { D � � y oC O1 u N o c YrG P. u Y; •"E L]uY U� tlY N �p fi 7 4 G Y DUI D m y D. C C Y DUu jo W h ul mY nx9 .] tl mr3 �cm!iqi D n d9 = aUtOD• 0. n Y H D O uN H '>n• D H � L Y K c o o A ♦y.-1 a .r c r n n a a,c Y D w Nk�suwq m as N K N aU Jl DA a.1 v NSU Y .71 O t d u H "D 4b ryie�ite a !A L o r1 p W 6 Y U y R4� 34{x�@+[ __ �G � ,. Mrlq 'm D D t U�Dti A y d 9 ASx qet E-td ` N r~D AYm fl � WmC dm MU ts Dqq9.^3 .#4 9 f r4 s h m N o.FI W'pD d 7 C E to H m L'mBL m N C Ca .. a EmD Y to 44 E�! 4"tr' yy }e a m D H a D .4 tl?s y CS Eq.aq m O HNgw ns.•DI � a9 U a4 PC pw t plu ry N nm1�m dl uy W �S1 "�RBa m m ~A wx HUC D q 47 U fdFYy P g L m n .b 7 ptl p� N N m~.a] �� `i��uuC 1amfryy1 Cl 4DG [L �ry HHU D o N acpi�U EUQW D Z .IW m O aesa Er ¢ L�} Z 6 Fa Mwi L m tl CIGRDO L 4mw DE K 4p1 Z F DDR Z �a�i .[y eA C C V o VYY ��m� �� auD x`77 qD p A .a N Ctl sfJr7Y6nYL u L^ W F�bC • ¢~ I[�+9j D 9WY� HW SSBU D DD LuW, aauo � n m i i 4 h i 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 BOYNTON BOUNDLESS PO, LLC (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") addressed at 217 N. Seacrest Boulevard and more particularly described as follows: SEE ATTACHED EXHIBIT "A" 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be One Million Six Hundred Thousand Dollars ($1,600,000.00), 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 Two Hundred Thousand Dollars ($200,000.00)(the "Deposit"). 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party pursuant to the terms set forth herein, Fifty Thousand Dollars($100,000.00)shall be released to SELLER sixty(60)days from the Effective Date (hereinafter defined). The remaining Deposit shall be delivered to SELLER at Closing and the PURCHASER shall receive credit for the full Deposit ($200,000.00) 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 2 of 15 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 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 this Purchase Agreement shall be the date when the last one of the PURCHASER and SELLER has executed the Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before February 28, 2023 (the "Closing"), unless extended by Paragraph 8.5 below or 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 thirty(30) 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 3 of 15 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" or"Closing Agent"), 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 4 of 15 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, provided they are not as a result of the actions of the PURCHASER, 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, if any), authorizations, and approvals of 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 PURCHSER'S reasonable discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 5 of 15 Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) allow the Property to be withdrawn from any Governmental Approvals. At the time of closing, there shall not be 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), that are caused by the actions of PURCHASER. 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 in all material respects 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. At the time of closing, there shall not be 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), that are caused by the actions of PURCHASER. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. SELLER shall take all reasonable actions to ensure all tenant agreements have been terminated by the Closing Date. 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, PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 6 of 15 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 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 7 of 15 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 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 SELLER. PURCHASER, having chosen the Title Company and Closing Agent, shall be responsible for all costs and expenses of the Title Company and Closing Agent, including but not limited to the title insurance premium. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 8 of 15 litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge,or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term"encumbrances"shall mean any mortgages, liens,claims,options,orother encumbrances,encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. SELLER expressly agrees not to refinance the Property. 11.5 SELLER shall perform all of its obligations under the terms of any existing leases with tenants on the Property up until Closing Date and/or lease termination. 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. 11.7 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. 11.8 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. 11.9 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, PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 9 of 15 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)"). 11.10 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. 11.11 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. 11.12 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. 11.13 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). 11.14 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: 11.14.1 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. 11.14.2 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 10 of 15 defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.14.3 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. 11.15 Survival of Warranties and Representations: Anything herein to the contrary notwithstanding, the warranties and representations of SELLER shall survive the Closing for a period of one (1) year. This one (1) year period of survival shall apply to any and wall warranties and representations of the SELLER made herein, regardless of wherein set forth in this Agreement, such as, by way of example, Section 16. 12. DEFAULT. 12.1. 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 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 11 of 15 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: Michael S. Weiner Boynton Boundless PO, LLC 6678 Grande Orchid Way Delray Beach, FL 33446 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. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 12 of 15 amended from time to time), 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 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. 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. PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 13 of 15 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 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 PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 14 of 15 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 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. Attorney's 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 subject to Section 11.15. PURCHASER's Initials: SELLER's Initials: 01225555-1 Purchase and Sale Agreement Page 15 of 15 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 BOYNTON BOUNDLESS PO, LLC REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: Title: Chair Title: Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 01225555-1 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 OLD BUSINESS AGENDAITEM: 14.C. SUBJECT: FY 2018 - 2019 Closeout for the Non-profit Organization Grant Agreement with the Community Caring Center of Greater Boynton Beach Inc. SUMMARY: Fiscal Year 2018 - 2019 Update for the Non-profit Organization Grant Agreement with the Community Caring Center of Greater Boynton Beach Inc. On February 12, 2019, the CRA Board approved a grant agreement in the amount of $19,000 to support the Community Caring Center of Greater Boynton Beach I nc.'s (CCC) Secret Garden Cafe Culinary Incubator & Job Training Center over a period of six months. The CCC's program/project is aligned with the business development goals of the Nonprofit Organization Grant Program (NOGP) and will directly benefit the stakeholders within the CRA area (see Attachment I - Executed Grant Agreement). The CCC has requested the final grant reimbursement in the amount of $9,500. Under the terms of the agreement, the CCC is required to provide a quarterly report summarizing the deliverables of the agreement for the period of July 1, 2019 - September 30, 2019, including a Financial Statement Compilation for the I ncubator Program (see Attachment II). Staff has reviewed the report and supportive documents for the last quarterly report and closeout. Staff has determined that the CCC is in compliance with all the requirements of the executed grant agreement Board approval is required prior to disbursement of the requested grant funds. FISCAL IMPACT: FY2018-2019 Budget, Project Fund, line item 02-58500-470, $19,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the CCC report and final grant reimbursement of $9,500 for the period of July 1, 2019 - September 30, 2019. 2. Do not approve the CCC report and final grant reimbursement of $9,500 for the period of July 1, 2019 - September 30, 2019. ATTACHMENTS: Description D Attachment I -CCC FY 2018-2019 NOGP (Fall) Executed Grant Agreement D Attachment II - Excerpts from CCC's FY 2018-19 NOGP (Fall) Final Reimbursement Request AGREEMENT TO FUND THE SECRET GARDEN CULINARY INCUBATOR AND JOB TRAINING CENTER OF COMMUNITY CARING CENTER OF GREATER BOYNTON BEACH INC. This Agreement for the funding of business incubator program services ("Agreement") is entered into by and between the: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ("CRA"), a public agency created pursuant to Chapter 163, Part III, Florida Statutes, with a business address of 710 North Federal Highway, Boynton Beach, Florida 33435; and the COMMUNITY CARING CENTER OF GREATER BOYNTON BEACH, INC., DBA THE SECRET GARDEN CAFE, A CULINARY INCUBATOR ("CCC"), a Florida Not-For-Profit Corporation, with a business address of 410 E. Boynton Beach Boulevard, Boynton Beach, FL 33435. RECITALS WHEREAS, the CRA recognizes that the future economic health of the CRA and the City of Boynton Beach ("City") depends upon small businesses; and WHEREAS, the CRA recognizes that many of the small businesses within the City are facing challenges due to economic conditions; and WHEREAS, business incubators, specifically including CCC, work to nurture the development of entrepreneurial companies by providing business support services and by allowing companies to share resources in order to reduce overhead, operational, and other costs; and WHEREAS, the CRA Board anticipates that CCC will assist in creating jobs in the Boynton Beach Community Redevelopment Area ("CRA Area"), enhancing the entrepreneurial climate in the CRA Area, retaining business in the CRA Area, and diversifying the local economy; and WHEREAS, the CRA Board anticipates that businesses opened outside the CRA Area but within Boynton Beach will provide jobs to residents that live in the CRA Area, and will provide an economic enhancement to businesses within the CRA Area; WHEREAS, the CCC business incubator program meets the CRA's objective of economic development within the CRA Area per Chapter 163, Part III, Florida Statutes and with further the objectives of the 2016 Boynton Beach Community Redevelopment Plan ("CRA Plan"); and WHEREAS, The CRA recognizes that the CCC's incubator program ("Incubator Program") is a culinary incubator program model specific to growing culinary businesses that allows businesses produce their food and beverage products in a shared kitchen environment; and WHEREAS, it is likely that CCC's culinary incubator clients would have substantial costs associated with creating their own establishments, including training and one-on-one technical assistance; and 01088922-] Page 2 of 13 WHEREAS, the CRA Board approved the Fiscal Year 2018-2019 budget at the September 11, 2018 meeting, which included funding the Nonprofit Organization Grant Program ("NOGP") for the Economic/Business Development category, to support eligible nonprofit organizations with projects and programs that will create jobs and economic opportunities in the CRA District and further the CRA Plan; NOW THEREFORE in consideration of the mutual promises, covenants and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: Section 1. Incorporation. The foregoing recitals and all other information above are true and correct at the time of the execution of this Agreement and are hereby incorporated herein as if fully set forth. Section 2. Effective Date. This Agreement shall be effective on the date the last party to sign executes this Agreement ("Effective Date"). Section 3. Goals of the Business Incubator Program Funded_by the CRA. The goal of the NOGP is to further the CRA Plan by working within the CRA Area to assist City residents and businesses, especially those located in the CRA Area, in starting or expanding small businesses. This Agreement shall be interpreted to further this goal and the CRA Plan, as it may exist from time to time. Section 4. Re uirements A. Scone of Work. CCC will run the Incubator Program from within the CRA Area to assist Boynton Beach residents and businesses who desire to start up a small business or accelerate the growth of an existing business (Incubator Program Clients). CCC will use its best efforts to ensure that the Incubator Program will provide a nurturing learning and production environment for small businesses, individual entrepreneurs, and minority and women-owned businesses. CCC will assist both experienced and inexperienced business clients and provide training and counseling services on a variety of topics to help current and aspiring business owners become successful business owners. The parties agree that it is reasonable for Incubator Program Clients to remain in the Incubator Program for up to five (5)years. B. E_li _b_ilit . The parties agree that entrepreneurs, start-up business, new businesses and existing businesses shall be eligible for the Incubator Program. C. Results and Deliverables. CCC will: 1. Provide a report (Quarterly Report) to the CRA according to the schedule in Section 4.D of this Agreement. Failure to submit a Quarterly Report constitutes an event of default pursuant to this Agreement and renders CCC ineligible to receive funding pursuant to this Agreement unless or until such default is cured in accordance with Section 13.K. of this Agreement. The CRA will not process requests for reimbursement until the default is cured. The Quarterly Report must contain an update on each item listed in this Paragraph 4.0 (Results and Deliverables). 2. Implement the Outputs and Outcomes as identified in the CCC's NOGP Project/Program Model and Funding Evaluation Plan (attached hereto as Exhibit "A" and hereby incorporated herein) by September 30, 2019. CCC will provide evidence to the CRA of this job creation by submitting W-2 forms, 1099 forms, or RT-6 Quarterly State of Florida Reemployment Tax forms with each Quarterly Report. 01088922-1 Page 3 of 13 3. Conduct quarterly workshops/training. CCC will submit with each Quarterly Report copies of sign-in sheets from the workshops/trainings. The sign-in sheets must include the following information: a. Name, type, and description of each workshop or training, including the date, location and time of the workshop or training. b. Name, address, telephone number, and email address of participant(s), along with the business name and type of business of participant(s) (if applicable). 4. Create a cumulative list of Incubator Program Clients ("Client List") and provide proof of residency for all clients as of February 1, 2019. Acceptable forms of proof of residency include driver's licenses, business and corporate documents, business licenses and other forms of proof the CRA deems acceptable. The Client List must indicate whether each client is existing or new and if any Incubator Program Client on a previous report or Client List has dropped out of the Incubator Program. After the first Quarterly Report, CCC shall be required to submit proof of residency documents only for new Incubator Program Clients. 5. Provide statistics on Incubator Program Clients who have graduated from the Incubator Program ("Incubator Program Graduates"), including a list of Incubator Program Graduates who have started or expanded their businesses. In the Quarterly Report, CCC must provide copies of leases for businesses of Incubator Program Graduates and a description of the business that have been started or expanded as a result of the Incubator Program. 6. Make active efforts to ensure that a minimum of 25% of the Incubator Program Clients and Incubator Program Graduates reside in or intend to open independent businesses within the CRA Area, and provide written or marketing materials used to meet this goal. CCC will provide an update on progress towards this goal in each Quarterly Report. 7. Obtain and provide to the CRA data on the economic impact of the Incubator Program, which shall include business data, such as tax returns, of Incubator Program Clients and Incubator Program Graduates as reported to the Internal Revenue Service, and other summary data related to economic impact in the CRA Area. 8. Provide financial statements for the Incubator Program. CCC will hire, at its own expense, an independent Certified Public Accountant to provide the CRA with a review of the most recent Financial Statement Compilation for the Incubator Program. The review must be submitted to the CRA as soon as completed and prior to any additional funding consideration by the CRA. Failure to submit the review constitutes an event of default pursuant to this Agreement and renders CCC ineligible to receive funding pursuant to this Agreement unless or until such default is cured in accordance with Section 13.K. of this Agreement Quarterly financial statements are due on the schedule outlined in Section 4.D of this Agreement. This paragraph shall not be read to require financial statements from all Incubator Program Clients and Incubator Program Graduates. 9. Undertake Incubator Program marketing outreach activities to recruit participants who are new or existing small business owners. Marketing efforts will be towards persons who are residents of the City of Boynton Beach or own and operate a small business located in the City of Boynton Beach, with an enhanced effort to reach businesses and residents in the CRA Area. Recruitment of participants for the program will be from word of mouth, direct marketing, publicity mailings, email, press releases, attendance at local business events, and referrals by 01088922-1 Page 4 of 13 the local Boynton Beach community organizations. CCC shall provide copies of marketing materials with each Quarterly Report. D. Reporting and Reimbursement Requests. CCC shall provide to the CRA Quarterly Reports and requests for reimbursement according to the following schedule: For the period of February 13—June 30, 2019 (first quarter): due to CRA by July 1, 2019 July 1 —September 30, 2019(last quarter): due to CRA by October 15, 2019 Section 5. Compensation. The CRA shall pay CCC a total of $19,000 for CCC's performance of its obligations under this Agreement. CCC will be paid quarterly in an amount of $9,500 for the first quarter and $9,500 for the last quarter upon formal written request by CCC. Payment is contingent upon receipt by the CRA of all Results and Deliverables listed in Section 4. Time is of the essence, and in order to receive compensation, CCC must make requests for compensation in accordance with the schedule found in Section 4.D of this Agreement. The CRA shall pay within thirty (30) days receipt of all required reports, reviews, and requests. Deadlines for reports must be strictly adhered to in order to be eligible for reimbursement by the CRA. All payments shall be in the form of a CRA check made payable to CCC. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by CCC, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve CCC of any liability under this Agreement. Section 6. No Partnership. CCC agrees that nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or CCC's performance under this Agreement. If this Agreement is deemed to empower CCC to work on behalf of CRA, CCC shall be considered to be an independent contractor. Section 7. Termination. This Agreement will automatically terminate after the CRA has made the last payment to CCC as requested by CCC pursuant to the schedule in Section 4.D of this Agreement. This Agreement may be terminated earlier for any reason, or no reason, by the CRA upon thirty (30) days written notice of termination to CCC. Section 8. Non-Discrimination. CCC agrees that no person shall, on the grounds of race, color, ancestry, disability, national origin, religion, age, familial or marital status, sex or sexual orientation, be excluded from the benefits of, or be subjected to discrimination under any activity carried on by CCC, its subcontractors, or agents, in the performance of this Agreement. In the event that the CRA is made aware that such discrimination has occurred in breach of this Agreement, it shall provide notice to CCC. Upon receipt of such notice, CCC shall have 15 days to provide evidence that it has cured the breach. The CRA will evaluate the evidence provided and determine, in its sole discretion, if the breach has been adequately cured, and if the CRA determines the breach has not been cured, the CRA shall have the right to immediately terminate this Agreement shall not be liable for any further payments to CCC pursuant to this Agreement. This Section shall not be construed so as to alter any other provisions of this Agreement concerning termination except as specifically stated in this Section. Section 9. Convicted Vendor List. As provided in Sections 287.132 — 287.133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, CCC certifies that it, and its affiliates, contractors, subcontractors or agents who will perform hereunder, have not been placed 01088922-1 Page 5 of 13 on the Convicted Vendor List maintained by the State of Florida Department of Management Services within thirty-six(36) months immediately preceding the date of this Agreement. Section 10. Indemnification. CCC shall indemnify, defend, save, and hold harmless the CRA, its elected officers, its agents, and its employees, from any and all claims, demands, suits, costs, damages, losses, liabilities, and expenses, sustained by any person whomsoever, which damage is direct, indirect or consequential, arising out of, or alleged to have arisen out of, or in consequence of the services furnished by or operations of CCC or its subcontractors, agents, officers, employees or independent contractors pursuant to the Agreement, specifically including, but not limited to, those caused by or arising out of any intentional act, omission, negligence or default of CCC and/or its subcontractors, agents, servants or employees in the provision of services under this Agreement. 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. Section 11. Notice. Whenever either party desires to give notice to the other party as required under this Agreement, it must be given by written notice to the name(s) and address(es) specified in this Section, and must be sent by (i) hand delivery with a signed receipt; (ii) by a recognized national courier service; or (iii) by Certified United States Mail, with return receipt requested. Any party may change the person or address to whom notice must be directed by providing written notice to the other parties. Notices must be sent to: If to the CRA: Boynton Beach Community Redevelopment Agency Attn.: Michael Simon, Executive Director 710 North Federal Highway Boynton Beach, Florida 33435 With copy to: Tary Duhy, Esquire Lewis, Longman &Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 If to CCC: Sherry Johnson Community Caring Center of Greater Boynton Beach, Inc. P.O. Box 100 Boynton Beach, FL 33435 Every notice shall be effective on the date actually received, as indicated on the receipt therefore, or on the date delivery thereof is refused by the intended recipient. Section 12. Waiver of Claims. The CRA shall not be responsible for any property damages or personal injury sustained by CCC from any cause whatsoever related to CCC's or CRA's performance under this Agreement, whether such damage or injury occurs before, during, or after the term of this Agreement. CCC 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 CCC. This waiver, discharge, and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 01088922-1 Page 6 of 13 Section 13. General Provisions. A. Entire Agreement; No Modification. The CRA and CCC agree that this Agreement sets forth the entire and sole Agreement between the parties concerning the subject matter expressed herein and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in the Agreement may be added to, modified, superseded, or otherwise altered, except by written instrument executed by 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. B. Survival. The provisions of this Agreement regarding termination, default, and indemnification shall survive termination or expiration of this Agreement and shall remain in full force and effect. C. Seyerablllty. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. D. Headings. The headings herein are for convenience of reference only and shall not be considered in any interpretation of this Agreement. E. Governing Law,_Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes,to which the Parties expressly agree and submit. F. Indegendent 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. G. Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of CCC contained in this Agreement. H. No Transfer. CCC shall not subcontract, assign or otherwise transfer this Agreement to any individual, group, agency, government, nonprofit or for-profit corporation, or any other entity, without the prior, written consent of the CRA. I. Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the CRA and CCC (or in any representative capacity) as applicable, 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. J. Public Records. The CRA is public agency subject to Chapter 119, Florida Statutes. To the extent required by law, CCC shall comply with Florida's Public Records Law. Specifically, CCC shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to perform the services referenced herein; 01089922-1 Page 7 of 13 2. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if CCC does not transfer the records to the CRA. 4. Upon completion of the contract, transfer, at no cost, to the CRA all public records in possession of CCC or keep and maintain public records required by the CRA to perform the service. If CCC transfers all public records to the CRA upon completion of the contract, CCC shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CCC keeps and maintains public records upon completion of the contract, CCC shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. IF CCC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CCC'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway, Boynton Beach, Florida 33435; or SimonM@bbfl.us. K. Default. The failure of CCC to comply with the provisions set forth in this Agreement shall constitute a default and breach of this Agreement. If CCC fails to cure the default within seven (7) days' notice from the CRA, the CRA may terminate the Agreement and shall not be liable for any further payments to CCC pursuant to this Agreement; however, the CRA may elect, in its sole discretion, to fully or partially compensate CCC for CCC's partial performance under this Agreement. L. 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. M. 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. N. Compliance with Laws. In its performance of this Agreement, CCC 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. 01088922-1 Page 8 of 13 IN WITNESS WHEREOF, the parties hereto have entered this Agreement on the day and year written below. BOYNTON BEACH COM UNI , REDEVELOPE AGE Y ^f, ' � BY• .. (Witness)- Print Name: Steven B. Grant, Chair Print Name: Date: : I - 4 w. (Witness) , ... Pdn�-ma' c�Z__'L I THE COMMUNITY CARING CENTER OF GREATER BOYNTON BEACH, INC., DBA THE SECRET GARDEN CAFE, A CULINARY INCUBATOR PROGRAM By: Sherry Johhs n, Executive'Director (Witn w Print a Date: Print Name: kj 04088922-1 Page 9 of 13 EXHIBIT "A" —C r �, r Id gLF E- w, g 81 w r In 4 CIA i I tr I d •� 01088922-1 Page 10 of 13 Funding Evaluation Plan Boynton Beach Community ) organnation: C�rxn;t tt�r 1alm Bomb CmatxAmContact Person.RnMMotennan Funding Period:--ff-WV- PROGRAMIPROJECT Activity#11. Operate iness Incubator for Culinary _Entrepreneurs _ OUTPUTS When 1 Measurable Indicam 4 Evaluation Process-Outputs: Wb4 Toola, Who:Incubator Director,Executive Director,i 1. 30cufinaryvdcro-enterprimawOlparfidpato Business Counselors,PNC Worksbopa '` o . in business development activities " 2. 4 Entrepranew showcase&for community Coaching Reports,Participant Entailment retail events Income Certification Date y. reviewed yReported annuallyr and moire various r requirementL OUTCOMES B Measurable Indicators Bi t 1 o. . rExecutive_ Director, industries in DevelopmentConsadtants Tools.Client database,dientfollow-up economic*Increased ° activity In the CRA area. Wben-Reported annually Diversified a. various requirements. PROGRAM/PROJECT Activity 9 2--Provide Certified Food Handlees)cb Training OUTPUTS/Measumble Indicators Evaluation Procen-Outpuls: Who,Took Whgs, 1, 10 Certified Food Handlers,5 from CRA Who:job Training Program Coordinator, r`Executive Director. 2. 1 job Fair Took Attendance Lists,Licensing Exam,Internship Records,and Participant Enrollment&income Certification Forms, Data entered mmthly,reviewed quarterly or with a` y and more often par variousrequirements. OUTCOMES I Measurable Indicators 4 Evaluation Pftcess-Ottkofam Who�Tools,Wben is activity in die CRA area. Who:Job Training Coordinator, payingjobs in the CRA a r,Development Cortsultants for people living la:Client database,Client fallow-up annuallyWhen:Reported and more often per various r as ey a ®l T' sya lb 1p 7�t rZMKP&V t of 3 01098922-I Page 11 of 13 Narrative response, 1. Describe input,If any, to "Evaluation Plan, of the ProjecOWSMO, Model(b) an which it is based,from outside consultants,staft Baind,funders,clients,or other organization stakeboldem our evaluation twlg and methods have been designed by shA clients, and our development consultants, mW also incorporate indicators and measures as required by our hmders and Board of Directors. L Does the organization engage in other ovaluatioir activities and reporting? if so,describe briefly. We also provide program outcomes and compliance reports to Palm Beach County Community Action Program reprding job Training outcomes. 3. Will any additional cost be incurred to implement dds Evaluation Plan? -X—Yes —No If yes, describe specific items and amounts. We have engaged a consultant to develop a custom evaluation system to better track jobs creatA increases in business revenues and participants'income.job attained and maintained,and track services provided.17w new system will u0m a computer4msed data entry form to ensure we are obtaining all neoessary contact and outcome data for each program participant and provide real-time reports at the click of a button.We are budgeting SA-000 for the crestion of the evaluation system. 4. if applicable,have additional costs been included in the project/prograrn budget? Yes,we have included a$5,OW allocation toward evaluation activities. S. Who will be tesponsiblefor coordinating the evaluation process and preparing quartedylannual reports? The Executive Director will be responsible for coominating the evaluation process and generatirw quarterly reports for am incubator activities. The job Training Coordinator will responsible for coordinating the evaluation proem and preparing quarterly reports for the job training activities. 6. How will evaluation data be used for intemal performance improvement? We monitor data quark-Ay and address issues as they arise,as able. Evaluation data is reviewed as part of employee evaluations which is dam annually or more frequently in the case of new hires or in the event of an improvement an.Annually,evaluation data is considered regarding program outcomes as part of our annual board ineeting. 7. Will evaluation dataImportsbe 4hared with organization staff?Yes. Will evaluation data/reports be shared with the argardrAtion's Board of Directors?Yes. 1VFY 18-19 NMW*"15,201k&Olaf 3 01088922-1 Page 12 of 13 The Boynton Beach CRA requires that evaluation dats,relative to CRA support be reported quarterly and at the end of the year. Will the datatreports be sluned with other bAnders? to related to the job Training Program will be shared with Palm Beach County Community Action Program. Data related to the Incubator will be shared with program funders induding PNC Bank foundation and o%ff new sources.We also issued out I"ever Agency Annual Report at the October Annual Meeting and distrilmted the relxxt to all stakeholders including fundmg partners, program partners,staff,and participants. 10J l Will evaluation daWrepxb be sliared with them? Stakeholders include Palm Beach County Community Action Program,PNC Foun"tion,and the City of Boynton Beach.Data/reports will be reported as required. Fwalushm Flw%Commumty VAm%cw�a 91 -19,Mcww"T 15,V14 F%,p,3 of 1 01088922-1 Page 13 of 13 QN -.A I 9P—K: I, the undersignedIi ),certify that all information pmsentedin this application, all of the information furnished in support of the applicatim,is given for the purpose of obtaining a grant under e Boynton Beach Community Redevelopment Agency Nonprofit Organization Grant Program,and it is true and complete to the best of my Icnowledgef. I further certify that I am aware of the fact that l can be penalizedfine imprisonment for making l or presenting false information. I further acknowledge that I have read and understand the terms and conditionsfarth and described in the BoyntonCommunity Redevelopment Agency Nonprofit Organization Grant Program Rules and Requirements. I understand that this applicationis not a guarantee of grant assistance,and that award of grants is at the le discretiLm of the BoyntonCommunity el t Agenry Board. I understand that the purpm of the grant isBeach Community RedevOopment Pbuk and that the Boynton o uni Redevelopment Agency may decline my application for any legal reason, including the reason ftt award will not further the C -opwmt Plan. Should my application approved,I understand that the CRA may,at its sole disenation,discontinue subsidy payments at any time if in its sole and absolute determination it feelssuch amistarice no longer meets the program criteria or is no longer in furdwrance of the Boynton kedevelqxnent Plam I hereby waive my rights under the privacy and confidentialityi act,and givey ronsent to the Boynton a Redevelopment Agency, its agents and contractors to exurnine any. confidential information l .I further grant permission, d A any bank,employers other public or privateinformation s application. I give permission to the BoyntonY v l t its agents to take photos of myself and business to be used to promow the program, Signatum belowWicate appmal of a commitinext to this Evaluation Phm and Ose je Mo*l on whicii it is 6 Chief Executive Skvjiature bate Ch 4rpwgwg,Board of Directors Vate e I _' mi3i_ _ r o' ' " nterl Ile Printed Attachment: Project/Program Model hV&IUWdM PIM 0rg*?',YAtWn NaCIM FY 2018.1 gate PaSp 4 t44 01088922-I a j "Cre dt#W A Healffiler Community Board of Directors., Joyce C. Portnoy, President ® +LA j Everlene Baker, 1s' Vice President Doreen Robinson,27d Vice 6ctpber 1, 2019 President Larry Diljohn, Treasurer Joseph Dawkins,Jr. Nancy Flinn Mike Simon, Director Josephine Casello John E. McGovern,PhD Boynton CRA Patricia Saunders 715 N Federal Highway Arturo Wittman Boynton Beach, FL 33435 Adv1soryBoard Rev. Harold Dom Dr.Timothy Kehrig RE: Invoice #2 - September 30, 2019 for$9,500 Mary Eliz Roth,MD,FACPE Meghan M.Hayes �1 9,000 CRA Grant Feb-Sept 2019 Nate Nichols,PhD Jane Snell Dear Mr. Simon: Please find invoice details attached to support our request for reimbursement in the amount of $9,500 for expenses from June 30, 2019 thru September 30, 2019. Sin 76`61y' B E ACH BOYINTON RIP KA Sherryw. ,j6hnso awn, 's Ex Dircb�__" 01 I / Attachments 4, azo Ug ile'd Wjy polm Beach C'ouol'y Palm COMMUNITYomb J.,ae_c SERVICES -:5, cl; �j ),,7 XM,��g EC A Sovnton 6,each CRA I 3 4 'A"v%,f C1 COMMUNITY CARING CENTER ,31177Beat u.,f1 ' Ina Vreating A Healthier Community- FINAL DOCUMENTS FOR PROGRAM CRA Grant $ 19',000 February thru September 30,, 21019 Please find attached: AnnualBudget Evaluation Repport SVC T"i Student Roster 1m oach CRA1 Kathleen e Certified Public Accountant 1850 Forest Hill Blvd.,Suite 204 West Palm Beach,FL 33406 TEL. 561-963-1003 FAX 877-811-0643 Member of Florida Institute of Certified Public Accountants October 30, 2019 Community Caring Center of Palm Beach County, Inc. 145 N.E. 4th Avenue Boynton Beach,FL 33435-0339 Dear Sherry: Please allow this letter to serve as confirmation that I have reviewed the attached schedule of expenses related to the Secret Garden Cafe Culinary Incubator&Job Training Program, as funded by the Boynton Beach—CRA for the period February 1, 2019 through September 30, 2019. During my review of the schedule of expenses, I did encounter one transaction that should not have been included on the original schedule. The Organization included an expense of$325 for Professional Fees to the CPA that reviewed the prior period's schedule of expenses. However, the agreement between the CRA and CCC states that the expense for the review shall be paid for by CCC. After notifying CCC that the expense was unallowable, CCC realized that the incorrect accounting fees were classified to the CRA grant. The expense should have been to Shoebox Bookkeeping in the same amount, $325. This was my only finding during my review of the schedule of expenses. Sincer y, Ka leen M Shafer Certified Public Accountant A B I J N P R S T U 1 CRA Combined Budget Form - Funding Applicatio 2 Organization Name Community Caring Cen' 3 Executive Leader&Key Financial Manage Sherry Johnson 4 Current FY(2017-18)Total Organization Budget $999,850 5 Program/Project Name Secret Garden Cafe 6 Application Due Date 16-Nov-18 -7 - FY 2018-19 Actual Invoice#1 Invoice#2 INCOME Projected Total Program June 30, lune 30, Program/Project Total 2019 2019 8 9 Fees,Tickets,Registration,etc. 10 Corporate Grants/Contributions 12,000 11 Individual Donations 50,000 65,001 12 Foundation Grants 22,000 125,181 13 Government-Federal 14 Government-Local/County 139,753 15 Government-State 16 In-Kind 48 17 Interest Income - 18 Membership 19 d d.4 A av�,� Requested �o�4w'3 _ - 9,500 9500 20 Other:Program Fees Shared Kitchen Rental 61,570 56,020 21 Other:Fundraising 14,487 22 Other:SNAP 26,446 23 Other:Congregations 24 Other:Contracts for meals 2,050 25 Other:Catering 10000 14,004 26 Total Income 355,256 262,304 9,500 9,500 27 28 CRA a)) horn,,ve 5% 29 EXPENSES FY 2018-19 CRA Actual Invoice#1 Invoice#2 Projected Total Approved Program ,June 30, June 30, See separate Instructions for line Program/Project Budget Total 2019 2019 30 item definitions Request 31 Salaries&Related Taxes 57,929 2000 42,814 433 1,567 32 Fringe Benefits 3,792 33 Professional Svcs/Consulting 78,850 14000 64,871, 8,727 5,273 34 Insurance 16,865 7,197 35 Licenses,Registration,Permits 1,025 1,295 36 Conferences&Meetings 750 103 1 37 Copying&Printing 750 38 Equipment Rental/Maintenance 9,092 39 Rent/Mortgage&Maintenance 68,508 58,351 3 40 Utilities 25,392 28,827 ,.r p� fffr `' 41 Telecommunication 42 Office&Program Supplies 73,613 1000 40,935 242 758 43 Postage&Delivery - 100 14 - 44 Local Travel 3,480 1,070 45 Capital Expenditures 800 422 46 Other:Alarm 2,280 694 47 Other:Merchant&Bank Fees 3,025 3,235 48 Other:Marketing 3,000 2000 %169 99 1,901 49 Other:Inkind Services 50 Other:Staff Development&Subscriptions 125 51 Sub-Total Expenses 340,284 19,000 262,088 9,500 9,500 52 4_4%Admin/Indirect Expense 14,972 53 noW E,Ftp-ante 355,256 19,000 262,088 9,500 9,500 54 d55 INETINCOME (0) (19,000).1 1 216 11 (0)I I 0 56 57 ot,. .E Expenses Prcjeci, 262,088 58 oa vb,�cia.a` - Communi armg en,er o a nc, om m Budget,page 1 of 1 C6 r CL 6 0 Vq CL n 01 V 0% V-4 ^0 aloe C%l c in O0 +0 10 Lo T 10 LO L en lL 0 r- 4-0 ce) en 0 10 _3 +- 4- LL. LL. 'r- LL. C) >- c>;- CO -C 0 m V) -C _e -j co co 0 u co u cy, u Lo CO tj 40 4) V 0 'a C� > CV) V z C, L: gm (.j in U') co co (w) co H 0 4N rL z CL 0 9L CL I > 4- 0) tAO 4- 0 OR M C #A 41 T ce U :2 CO 4A, E 75 CL C*j ch crol I I In C CY 0% W CL al Lr 4lLL lu tw 4- Iwo + 0 Z E CA 4- of C U cc Al CL CL M Ch cb Im Im im cn N C a N N N V-4 0 00 0 cc ago cn as c a. c Funding Evaluation Plan Boynton Beach Community Redevelopment Agency (CRA) Organization:Community Caring Center of Palm Beach County, Inc. Contact Person:Rachel Waterman Project/Program Name: Secret Garden Cafe Culinary Incubator& Job Trainin ,Center_ Funding Period: FY 2018-19 Funding Cycle(Fall) PROGRAMIPROJECT Activity#1:Operate a Business Incubator for Culinary Entrepreneurs OUTPUTS/Measurable Indicators Evaluation Process-Outputs: Who,Tools,When Who:IED provided the classes for 1. 30 culinary micro-enterprises will participate entrepreneurship,Sassy Palate provided the Food g in business development activities Prep Classes,Tony Miller is coordinating the Job Fair, Sherry Johnson provided the program 14 Secret Garden small businesses management. 29 Participants in business development activities. Tools:Sign-in forms for classes, initial assessment,certificates of achievement for 2. 4 Entrepreneur showcases&/or community completion of the entrepreneurship class and retail events SafeSery Food Handler's licensing for Food Prep a. The Kenetic Art Festival which student Classes,students were assisted in Resume and incubators actually catered the VIP development and Business Plans,and one on one Event on opening night,inspite of the counseling for business start-up assistance downpour at set up,it was a great event, Data is maintained electronically on computer, Pictures available. updated constantly with Quarterly Reporting and b. Boynton Beach Fitness Day Event in other Funder requirements.Tracking system is March,breakfast was catered by students nearly complete and files are beginning to be c. August 711,Job Fair catering transferred into the new data system. d. August 16th Graduation—VIP Attendance OUTCOMES/Measurable Indicators Evaluation Process-Outcomes: Who,Tools,When • Establishment and/or expansion of 30 culinary Who:Incubator Director, Executive Director, industries in the CRA area. Development Consultants • 3 Higher paying jobs in the CRA area. Tools: Client database, client follow-up surveys. • Increased economic activity in the CRA area. When:Reported annually and more often per Diversified local economy in the CRA area. various funder requirements. s i s Evaluation Plan,Community Caring Center of Palm Beach County,Inc.,FY 2018-19,November 15,2018,Page 1 of 2 PROGRAM/PROJECT Activity#2:Provide Certified Food Handler's Job Training OUTPUTS/Measurable IndicatorsEvaluation Process-Outputs: Who,Tools,When mm1. 10 Certified Food Handlers,5 from CRA Who:Job Training Program Coordinator, area. Chef/Kitchen Skills Instructor, Executive Director. 29 Students Participated Tools:Attendance Lists,Licensing Exam,Internship 29 Received Certificates of Completion for Records, and Participant Enrollment&Income the Entrepreneurship Classes, and Certification Forms. 14 of the 29 Completed the Food Prep When:Data entered monthly,reviewed quarterly or Classes and received their Food Handler's with each gradating cohort. Reported annually and Certificate more often per various funder requirements. 10 Were from Boynton Beach 8 of those 10 are within the CRA area 2. 1 Job Fair August 7,2019 30 recruiters, 80 job seekers 94 Applications, 13 interviews,4 jobs OUTCOMES/Measurable Indicators Evaluation Process-Outcomes: Who,Tools,When • Increased economic activity in the CRA area. Who:Job Training Program Coordinator,Executive Secret Garden added 2 NEW businesses: Director,Development Consultants Tools:Client database, Client follow-up surveys. 1804 Plateful Productions When:Reported annually and more often per SweetLipz Dessert,LLC various funder requirements. t Infusions Cafe,LLC has been able to develop a patronage for her food service and catering, to allow herself to work less Friday thru Sunday for the same if not slightly more gross sales.The freed time Mon thru Thurs allows her to increase wage earnings,keep herself out of debt and maintain her health and credit to plan for her future retail location. ' " • 3 Higher paying jobs in the CRA area and/or for people living in the CRA area. 4 unemployed job seekers were able to find a job and increase income. Evaluation Plan,Community Caring Center of Palm Beach County,Inc.,FY 2018-19,November 15,2018,Page 2 of 2 Ck. :E a. r 0 4=1- 0 « « 0 « w « 0 0 LL 4 a 0 0 0 4a m 2 E 4- 4- r- 4 t a c 0 'n c c" 4- 0% ca -j r. en vi ca • V) 0 LL- 0 v U- LL C 4- 3: ca 0 CA co o CD Lli 0 z 0 Ln a co - 0 co Z 0 LC) cr) Lo CID u ON e m U +: u Cl) 'o,m 2 0 0 ca ce) A CA V) CL� m ix U- cli CA LL 0% A. c CL A IS E 0(m z E CL 1i �tCL t J L. 0 w — 4- g Owl CL c SE c E M 0 z 4- c E i2 E Am -3 Q cm cm M CL fa 0 C 4- cr: C 48 ffi v 4- :2 V 1 E E 4i 0 &. CL c uU mcc cm cw- .4 cn m m .4 �q .4 14 �l �4 .4 tui0 0 0 0 C, C, 0 Ln In .4 Cc Ln Q -ar .4 Ln C4 N N ef 'La- CL so c U. Ot V ti 41 c 41 1r 1 - .0 t - ----------- a w 4 d O N yNy V O - av t p lL O w w p V = N Co L , a I ^ p v" of .D N 24 O O O LL IL u _0 M In N Y 00 m ry } O M t o v 3 c M c th ' d L C O '> M , C O O M M �yy to m M t c J c J a3i 0 r Z Z W O W c m LL y (�, t LL LLL } p 7 O z O D ? M t m ry COm m Vv O m uOo Obi N M ' 6 M Y�y N O M O C m vl M r, { M J m M .ti {.0 K t..v. IO _,! m N m d L Ypp tl C 7 1 _ d C eL S Q o g g N E u > ® o t + o s a a d to m °° ? b y c41 W � ' b � N N u N O_ V H w Z'O _ In m In e .ti 0 LP Z m m e Y LL r V O y m j E O O OI U <E LL LL Z V I I Q�. G N ei rl M at N N M N N .4 N N 1 14 O O O O O O O O O O O \Nw \N \N \N �N. \ r4 P4\N \N \N -N O N N \N . r \ 4oun to rn un .q N O0 M M M M 1\9 t! M M M M M w ei ri s-1LIU ',,. N w � d V o V a V C pop d in V W 4D be 10 In 07 o 54 .+ O O -4 be ae LO v 10 > M L T M L � J 0O D } T ME CM M 01 0 ^ J o m s 4- -j L LL. d LL_ d d r- LL_ T 3 a 3 o V o v Z - O no co 10 cn VI m C m C C M, N a m V� sd;;d O w y S } � d } 01 9 d d H u v o z Q C h W } v v M all N _ a F � } VA ® o d } w D. � s th (n .gym N N N N M 4m 4nN em ` co 00 coN ,v w G ~ COMMUNITY UTCARING CENTER I' "Creating A Healthier Community- DOCUMENT mum t - Invoice # 2 for Period July 1 thru Sept 30, 2019 CRA Grant $ 19,000 February thru September 3Q, 2019 t i 1 Community Caring Center Incubator Narrative Quarter Report ending Sept 30,2019 The Secret Garden is currently working with 20 entrepreneurs that are in various stages of business development. We have retained 14 businesses:24 Karat Catering,A Perfect Package,Absolute Bakery,Adina's Cakery, Cakes by Lara,Catering on the Move,Go French, Infusions Cafe, Keisha Cakes, LLC, LaMontagne Des Saveurs, LLC, Love, Pitbull BBQ Sauce,Sweet Lipz Dessert, LLC,A&Z Associates,The Bakery Babes,Sassy Palate,and the Country Gourmet,Vellco dba Island Hoper. From July 1 to September 30, 2019,we have lost 1 and added 1 business within the program. - Keisha Cakes,LLC— Keisha has decided she does not need a commissary and has moved to homebased business at the end of the September.She is enjoying family and church. Her husband has helped her set up with an amazing space.She continues to advertise on-line and sell buttercream frosting which is illegal for home-based businesses.We had dropped her fee down to$50 per month to keep her commissary status.We wish her well! She is an amazing talent. Hopefully,she might become so successful that she will need to move from home to retail and could be one of the future tenants on MLK Corridor.We'll continue to stay in touch and be supportive as she moves forward. - 1804 Plateful Productions,dba Kuisine&Catering—During this period, Chef Anser received his catering license from the Department of Business and Professional Regulation. His grand opening was held at the Secret Garden on August 17,2019. Still pending: - Niva's Southern Comfort Cafe—Chef Eduardo Percival, has a family health issue that is taking some time to be a primary care-giver. He stepped back to not compete with 1804 Plateful Productions. He continues to serve as our Senior Meals Chef and will be taking over for Sassy Palate as the Food Prep Class Instructor for this next year. Culinary Business Development and Food Prep Classes For the period July 1 thru Sept 30: 6 Attended Classes, 1 Completed Food Prep, ONLY, 1 attended Entrepreneurship,ONLY 4 Completed both classes With the 6 Students,4 are Boynton Residents(67%),and of those 4,2 of those are from the CRA District(60%) Job Fair will be held on August 7,2019—3 PM to 6 PM at Benvenuto featuring a special seminar on the"Gig Economy"with panel participants including Michael Corbet,PBC Outreach Director for 1IPae Community Caring Center Incubator Narrative Quarter Report ending Sept 30,2019 CareerSource,David Scott,Economic Development Director for the City of Boynton Beach,and Mike Simon,Executive Director of the Boynton Beach CRA. The 2019 Hospitality&Culinary Job Fair,had 30 Vendor/Recruiters participate(see attached listing), and 80 registered job seekers. Because the registration process for EmployFlorida was too difficult to allow for pre-registration,a survey was completed by staff with 13 of the recruiters to see how many jobs were created. (see attachment). Results are as follows: Recruiter #of Applications #of interviews #of hires: Received: completed: Career Source 35 n/a n/a Gulfstream Goodwill14 3 n/a Harbour's Edge. .____._.__.___ Heartland—Manor 0 0 0 Care KeKe's Restaurant 14 6 2 KFC—Jaha Chicken Manpower 6 OrangeTheory Fitness 10 Seagate Hospitality Group Texas Roadhouse 7 0 0 Troy's BBQ 4 4 0 Youfit Health Clubs 4 n/a 2 Zoo Health Club 0 0 0 I TOTALS 94 APPLICATIONS 13 INTERVIEWED ON 4 JOBS OFFERED SITE 21 Page A B I J Id N P R ISI T U 1 CRA Combined Budget Form - Funding Applicatio' 2 Organization Name Community Caring Cen 3 Executive Leader&Key Financial Managa Sherry Johnson 4 current FY(2017-18)Total Organization Budget $999,850 5 Program/Project Name Secret Garden Cafe 6 Application Due Date 16-Nov-18 7 FY 2018-19 Actual Invoice#1 Invoice#2 INCOME Projected Total Program June 30, June 30, Program/Project Total 2019 2019 8 9 gees,Tickets,Registration,etc. 10 Corporate Grants/Contributions 12,000 11 Individual Donations 50,000 65,001 12 Foundation Grants 22,000 125,181 13 Government-Federal 14 Government-Local/County 139,753 15 Government-State 16 in-Kind 48 17 Interest Income 18 Membership 19 9,500 9500 20 Other:Program Fees Shared Kitchen Rental 61,570 56,020 21 Other:Fundraising 14,487 22 Other:SNAP 26,446 23 Other:Congregations 24 Other:Contracts for meals 2,050 25 Other:Catering 10000 14,004 26 Total Income 355,256 262,304 9,500 9,500 27 28 i,; 5%1- 29 EXPENSES FY 2018-19 gpproved Actual Invoice#1 Invoice#2 See separate Instructions for line Projected Total Bud Program June 30, June 30, Budget Program/Project g Total 2019 2019 30 item definitions Request 31 Salaries&Related Taxes 57,929 2000 42,814 433 1,567 32 Fringe Benefits 3,792 33 Professional Svcs/Consulting 78,850 14000 64,871 8,727 5,273 34 Insurance 16,865 7,197 35 Licenses,Registration,Permits 1,025 1,295 36 Conferences&Meetings 750 103 37 Copying&Printing 750 38 Equipment Rental/Maintenance 9,092 39 Rent/Mortgage&Maintenance 68,508 58,351 40 Utilities 25,392 28,827 41 Telecommunication 42 Office&Program Supplies 73,613 1000 40,935 242 758 43 Postage&Delivery 100 14 44 Local Travel 3,480 1,070 45 Capital Expenditures 800 422 46 Other:Alarm 2,280 694 - 47 Other:Merchant&Bank Fees 3,025 3,235 48 ! Other:Marketing 3,000 2000 3,169 99 1,901 49 Other:inkind Services - 50 Other:Staff Development&Subscriptions 125 51 Sub-Total Expenses 340,294 19,000 Z62,098 9,500 9,500 52 4_4%Admin/Indirect Expense 14,972 53 355,256 19,000 262,088 9,500 9,500 -54 55 INETINCOME (0) I (19,000)1 2161 (0)I 0 56 57 262,088 58 Comrfuni anng en e o ea nc, om m Budget,page 1 of 1 COMMUNITY CARING CEN""rER Of Pr 7 BC-aCh #747, Vreating A Healthief Community- October 1, 2019 Invoice#2 2019 CRA Grant for$19,000 Salaries$1567 $1567 Miller,Glen A Professional Fees 5,273 $2,000 7/26 IED $1,000 9/24 IED $1,000 7/24 Sassy Palate $1,000 8/7 Sassy Palate $273 Sharon Frew—Graduation Office&Program Supplies$758 $117.17 Aprons EmbroiderMe $300 Brunswick Food Manager's License D Jones&D Adderley $145.35 9/26 File Folders Office Depot $74.89 8/14 Office Depot $54 Amazon Knives $11.88 7/25 Rorabecks produce $292.00 Marketing$1,901 $700 7/24 Comcast Spotlight—Job Fair Advertising Radio&TV spots (Two contracts$500 and$505.40-$700 paid with Credit Card) $330 7/25 The Compound LLC videographer for Job Fair $100 7/11 Facebook Adv for Summer Camp $675 7/11 DFS Delray Fine Signs—Job Fair $96 7/25 Vista Print($285.39 Invoice) From: Sherry Johnson <sherryccc@aol.com> To: angelaccinot09 <angelaccinot09@gmail.com> Subject: Re: Need additional income?Thinking of starting your own business? Love Food? Date: Fri, Jul 5, 2019 11:20 am Sent from my Whone On Jul 4, 2019, at 2:31 PM, Community Caring Center of Palm Beach County, Inc. dba Secret Garden Culinary Business & Job Training Center<s elr ccc@aol.co >wrote: Have you thought of starting a business and never had enough time or money? Have Kids, or a low paying job, and can't get ahead? Love Food? Can't afford all those licenses 8t fees to get started? You don't even know how to get started? HELP!WE CAN Think home and retail on the weekends or evenings! Earn rrExtra Money" white creating your own business. Y sr s g � July 22 - August 2, 2019 1 Day It Evening Classes 1 410 E Boynton Beach Blvd. Think all businesses that you can start,, and retail opportunities at a Green Market. . . We'll teach you how to get started in our FREE Entrepreneurship Classes. Class rici nts Receive at Completion FREE Vendor Fees; $300 towards licenses, a $150 for Food Manager's License p «fit l a, �zrl I ' > t Musicians! . Let them hear your talent t o products? and begin to contract gigs. Work from home, bring to Learn how market yourself market and retail for the and operate as a business. weekend.. Artist, Crafters included Dream of opening your own restaurant? Develops w { your following before you spend your money. Buy wholesale, Sell Retail' hone soaps, Wedding Ft Event y� Planners: You've been wines, oils, coffee, teas doing this for friends for a long time, and you're So, you've been catering really good at it. from home for friends and k ' family, now you want to operate legally Et professionally. 3 { =sr . z ��a 4 F' � =,•fit,.3 Are you needing a venue Baker? Bake from hams St retail to sell that BBQ, or fish, or an the weekends " produce and can't get the licenses necessary for that extra income before... Need to learn your family needs. WE CAN l social marketing to get Let us help you ' that mobile food truck up develop that and making you money? Cottage Industry. Even something simple as juicing, salsas, sauces, or teaching nutrition, or healthy living education. Invest in a case of oranges, and sell liquid sunshine for the day..... Eligibility Requirements: : Must be over 18 years of age Household Income must be under 125% July 22 - August 2 10 AM to 4 PM of Median Income to receive financial July 22 - August 2 5 PM to 7 PM benefits. income Limits:_(clkk for add't info) Beginning October 2019, Classes will Single $15,075include income up t % of Median Family of (4) $30,750 Income,e, s v c it r ra under the age of 18 living at home. Learn More SPONSORED BY. do . � -i � Palm Beach CountyCOM U ;M0 ONITY BOY�� .,� t 4 t1' 1 B E AC "POP 'tm ACII p y1f" � y i LOR1�4' y, Secret Garden Culinary Business 8t Job Training Centers 561-386-4261 sherry ccc c.or I cccp c.or Connect with us 0 4), C) 4j 4 l� �O/� r•M•i �-M-I ,mow O 00O O �O M M M � O O O 0000 ll iE 4-4 to ci ® u u o 'u v •L R o Q ® � o Lso r` c, art � c�t acv cN ti a� 0 0 .;. oft `.� ° ® L 0 a 0 L, i ca UPI � Q W a ® w .0 O M •PM C� 'P.' J.r w (11 U N04 Oowu C'3 U U V1 M r-i ri erf ori o � 00 � O v bJp � O bD u v _" va CA �O k N 0 � v � A ON P6( o 0 CN 'C Q O O o N N Cd en 4, N N N i.. N E � M 0 Q Wl aci 1 M ON en N Obi kr) Rn Id en u is d to ci v U O C,3 M d � N � b u v c ce m C O dN is O •� N � r'' C V L PC! 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Alex@pbcyf.com US Census Bureau charles.m.gonzalez@20 20census.gov WCNO RADIO 89.9 FM 1 A Perfect Package chef Steve Jones, cEc Personal Chef Service 2 Abbey Delray/Harbours Edge Renee Forte, Director of HR 561-951-5807 3 City of Boynton Beach I Boca Raton Chamber of Commerce 4 Boynton Beach CRA 5 Boynton Beach Gerda Klein Mental Health Committee 6 Career Source Center 7 Cookbook Sonia Perez Gourmet Award 2019 Cocina, Armonia, Vinos, Afrodisiacos, Sonia Perez (Artmedia Studio) 8 Dale Ebling Training 9 Duncan Donuts wHfiar e ry r@undnn (52 Locations) wor .c rn 2 10 Family Promise of North/Central Greg Lyons Palm Beach County, Inc. glyons@fabc.orgomisencp 11Goodwill Delray 12 Gordon Food Service (GFS) 13 Greater Lantana Chamber of Commerce 14 Heartland of Boynton Beach —�_.._ ..._... uu . 15 Jaha Chicken — KFC Bobbie Saccardo 16 Keke's Breakfast Cafe Boca Raton & Boynton Beach 17 Manpower Angela 18 Orangetheory Fitness 19 Publix 20 / TRIO Palm Beach State College 21 Seagate Hospitality Group hr@theseagatehotel.co 561-498-2900 M 22 Secret Garden — Incubator/Food Prep Classes 23 Texas Roadhouse 24 Troy's BBQ 25 Youfit Health Club 26 Zoo Health Club 27 28 29 mm. .... . 30 } Grai '_ �� Nom','` Pit, {10 ing M WE' DESSERTS Saturday October 12, 2019 at 2:00PM Come _- out and join us to celebrate our Grand Opening. ,.' There ill be uric$ FREE SAMPLES. and RAFFLES Se sure to tell (`4It ' You don't want to miss it! Our Locatto,n {' _11IS63 N Dixie Highway Pompano eh 33060 (formerty Subs* Subs,, Subs t J 1�i r,,- �,t��(1; }t SSi ��)it ''£Gt�<}{@'ik�tiii�f,li}��lit�iifir,�r�- `i �'•yi, }' t;}. i»^a `tS �'£?ii1�}..,� `=ir �srv �r� t i Y%&,. t hirtUy��`U It t rt, 3 Sag In r�j�tl its{4i C I � , i{Iii �?( fi �., �` •N lis i � r, s r VVt}iIVIi� r �I o SS st z JA TKA. HART JharkOl Phone: (561) 503-7296 CAREER OBJECTIVES As an upcoming graduate from Johnson& Whales University, I am seeking a position where I can combine my passion for baking and pastries with my formal education in food sciences. I am a diligent, hardworking, enthusiastic team player. EDUCATION Johnson & Wales University,North Miami,FL Associates of Science Degree, Baking&Pastry 3.3 GPA DECA Member ACCOMPLISHMENTS & CERTIFICATION * Dale Carnegie Certificate 9 CRU Member * DECA Member a Baking&Pastry Club * Resident Assistant * Special Functions Team * Prostart Food Handler Certificate 9 American Culinary Federation(ACF) ® English/ Spanish Dialect 9 Certificate in Microsoft Excel * Black Student Union(BSU) a Certificate in QuickBooks RELEVANT EXPERIENCE Study Abroad Yssingeaux,France Study Abroad Student 05/2019-07/2019 • Learn and improve skills in the Baking &Pastry Arts field • Intensive four to five-day classes learning different topics every week • Demonstrate basic knowledge of classic recipes and following the recipe The Salty Donut Miami, FL Decorator 02/2019-05/2019 • Able to follow recipes,weigh ingredients out properly and maintain a clean work station, • Able to constantly decorate donuts before the deadline throughout the day. Polar Bakery Lantana, FL Assistant Baker 07/2017-10/2017 • Responsible for baking Danish, muffins, cookies,pastries and bread. • Lead in all facets of baking operation. • Maintained a pristine working space, sanitizing utensils,tools,implements and machinery. MME BASED PROFESSIONAL SERVICES Business Plan 1 . EXECUTIVE SUMMARY Royal Ulights LLC is a business entity that was started in 2019 which sells cheesecakes and macaroons to the public. This business entity is individually own. The owners is Royal Mights LLC first expirence of working in a kitchen was with her grandmother. Whenever her mother had to work, her grandmother would look after her and take her to work when she was scheduled to be there. There she occasionally assists with small tasks such as cracking eggs in a 5 gallon container or folding silverware. As time went on, the owner of Royal Ulights LLC enrolled in a charter high school where culinary arts was her trade. Eventually, she sneaked into the bakeshop to learn how to pipe buttercrearn roses instead of deboning chicken or deveining shrimp throughout high school. However, the culinary chef would complain about her Lacing in the bakeshop all the time and would have her cook rice pilaf or make roux. At the moment, we are developing a model and domain name. Royal Mights LLC caters to all individuals and businesses. For example, churches, schools, auto mechanics, teachers, children, adults, Trader Joe's, Delray Library, city hails, hair salons, festivals like Pirate Fest, green markets, local charities. Plus, Royal Ulights LLC may start off as a pop-up cafe restaurant which will transition into pastry food truck and concession stand, then into a caf6. Royal Ulights LLC produce two pastries which are cheesecakes and macaroons. The cheesecakes are produce in two flavors which are plain and chocolate with coffee flavor. The cheesecakes have a smooth thin layer of graham cracker crust. Each cheesecake is a individual serving that is package in a neat delicate square box with a roundStiGker saying `Royal Ulights LLC' in gold, black, and purple colors with a crown. The macaroons are lager that the average macaroons due to the fact, that the market for macaroons are in bite size portions whereas Royal Mights LLC offers individuals servings. At the moment, the come in yellow and pink colors. The fillings for the macaroons are whipped cream and jelly. The macaroons come in a long rectangle box with 6 macaroons. This business has many goals and objectives. For instance, Royal Mights LLC goal is to create an outstanding, unique, delicious, and reasonable price pastries for consumers. In addition, this company wants to open in a location and in different states when the opportunity presents itself as well as shipping products around the globe. Some objectives are having repeat and new consumers that spreads positive reviews (through word of mouth). Plus increasing the amount of people to know about Royal Mights LLC. "Royal Mights LLC takes great pride in serving baked goods in a variety of unique ways. In addition, we value quality over quantity as each pastry is made fresh with passion which is our mission statement. The overall relationship to customers is friendly and family based. The management style/relationship to employees will be respectful as well as enjoyable. 4 IHOME BASED PROFESSIONAL.-SERVICES Business Plan Opportunity: This business will capitalized on the opportunity to produce and sell pastries in a variety of sizes (individual servings) that other businesses have not seized. Competitive advantage: Royal Flights L.LC intends to succeed against its competitors from the results of building a relationship with the clients from day one. By building a relationship with the clients as we grow and expand this will influence our loving famHy environment which a lot of places and people may not experience nowadays. Ownership, The owner is the primary and major stakeholder of Royal Mights LLC, Expected returns: What are, the key milestones for revenue, profits, growth, and custorners? 5 a Testing ingredients and finished goods to ensure that each item meets food safety and quality controls. ]Einstein Bagels Boynton Beach, FL Clew Member 03/2016-07/2017 o Trained and demonstrated all facets of food preparation and baking bagels and other pastries. ® Keeping records relating to deliveries, inventory, and production levels. • Cleaning and restocking workstations and ensuring that all equipment is sanitized and prepared for the next shift. ® Measuring and combining ingredients and using mixers, blenders, heat sources, and other equipment to make baked goods, such as cookies, bread, cakes, etc. P'anera Bread Boynton Beach, FL Baker 09/2015-03/2016 • Worked as an overnight baker, preparing all forms of bagels, soufflds, cookies, muffins, scones and bread. e Operate cooking, baking, or other food preparation equipment ® Place dough in pans,molds, or on sheets and bake in production ovens or on grills. • Check equipment to ensure that it meets health and safety regulations and perform maintenance or cleaning Gallery of Cakes North Miami, FL Assistant Baker (Intern) 03/2014-5/2015 ® Assisted bakers preparing, baking and decorating cakes and making cake pops. ® Developed decorative cakes and pastries to meet customers' tastes. Strictly adhered to food safety standards. • Measure or weigh flour or other ingredients to prepare batters, doughs, fillings, or icings, using scales or graduated containers • Gathering ingredients to measure and mix them, operating ovens and grills, and keeping work surfaces and equipment clean and sanitary. c , C - ° rr . .1, u„ International t � CE n >y ,r s t �, Association Florida Branch IFSEA is a Florida Department of Business and Professional Regulation APPROVED FOOD WORKER TRAINING PROGRAM Provider#5552749 TRAININGCERTIFICATE OF a This is to certi fy Ah at "4__..�.. ...�....... . .._- has successfully completed.IFSEA food handler training.=The instructor is a certified food service manager. To reorder via internet BUss fume www.kenkusehencom or call Authorized Trainer- Cell (561) 703-7196 Office (551) 369-2622 Trainer's Certificate number Please be advised: According to 509.049(6)(a), Florida Statutes AND Industry Bulletin 2006-05,an ORIGINAL,CARD is Date of Completion i to be provided to each certified employee. 3-years fro date of training Under penalty of the above statute, photocopies « are not acceptable. Expiration Date Brunswick Food Service Educators is the exclusive distributor of International O Copyright International Food Service Executives Food Service Executive Assoc.,Florida Branch;Florida Approved Food Handler Association,Florida Branch 2016 Certificates&Manual. _ ,�� International Areas of Concern FOESct�s in Food Service , ,,_ „'��G Association Florida Branch T • Improper Holding Temperatures / • Inadequate Cooking Em IoTee Name . •Contaminated Equipment Authorized Signature • Unsafe Food Sources q-oZ 0,11'-i Date of Completion • Poor Personal Hygiene 3-years from date of training 9- 7 A.�, Expiration Date (y h 3r� � I 4r� It r €=moon 10 92 3 *N*pgd. 'wm u"mm� 0 { lu"' "a� Mut �Auwn` f � , Ect 5tt3 � h1 f l f t= _ G , yi International jp FOOD SERVICE "JU, Association - Florida Branch IFSEA is a Florida Department of Business and Professional Regulation APPROVED FOOD WORKER TRAINING PROGRAM Provider#5552749 CERTIFICATE OF FOOD HANDLER TRAINING �w Y. This is to certify thatel 1044 _.. has successfully completed IFSEA food han ler training.The instructor is a certified food service manager. lop �-M To reorder viainter.net Business Name e. www.kenkuscher.com or call Authorized Trainer Cell (561) 703-7196 Office (561) 369-2622 � Trainer's Certificate Number Please be advised: According to 509.049(6)(a), Florida Statutes AND da Industry Bulletin 2006-05,an ORIGINAL CARD is Date of Completion to be provided to each certified employee. 3-year om date of training ` Under penalty of the above statute, photocopies to J6 are not acceptable. Expiration Date Brunswick Food Service Educators is the exclusive distributor of International O Copyright International Food Service Executives Food Service Executive Assoc.,Florida Branch;Florida Approved Food Handler Association,Florida Branch 2016 Certificates&Manual. _ Areas of Concern International '� FOOD SERVICE _ - EXECUTIVES in Food Service' �A. Association •Florida Branch r • Improper Holding Temperatures • Inadequate Cooking Em ee ame • Contaminated Equipment - Autilo' ad Signature �- • Unsafe Food Sources ;,� • IF u ... ..� ., .. f Date of Completion �-, • Poor Personal Hygiene 3-years from date of training Expiration Date _- vs w EXECUTIVE SUMMARY Angels Accinot 468 Circle Drive S Boynton Beach, FL 33435 An elaccirtct mail.cos CAREER OBJECTIVE To move forward with a new business which will allow me to further utilize my skills and acquire new abilities. INTRODUCTION To introduce my concept of eating a healthy meal on a stick. Business Opportunity Planning to network first in my neighborhood and the surrounding community to introduce my new product. Products Description The new product that 1 am presently perfecting is Shish Kebab which is very Healthy and delicious. The delectable Kebabs are easy to handle and can Be customized to your individual taste. Current Business Position We are a start-up business Financial Potential At the venues that I initially plan to visit, mostly Green Markets, foods are sold. However, our healthy alternative will attract the parents and all others who want a choice. Management will manage the operations initially Goals and Obbectives To have my company and its products become a household name in the community. Target Market My target market is soul food lovers at family activities. Angels Accinot 468 Circle Drive S Boynton Beach,FL 33435 (561567-4801 Angelaccinot09()tianail,com CAREER OBJECTIVE,. To obtain a challenging position with a growth-oriented company,which will allow me to further utilize my skills and acquire new abilities. SKILLS AND QUALIFICATIONS Administrative skills with exceptional organizational skills.Proficient computer skills,highly motivated,a self starter and capable of working autonomously. Certified in all CE U's and also can provide CPR card. PROFESSIONAL EXPERIENCE JFKHospital Lake Worth,FL 08/2014-Present Cook • Prepares food for patients and residents. • Ensures food supplies are appropriate and places orders when necessary. • Maintain clean kitchen and organized,coordination kitchen staff,.preparing food using client indications,creating new recipes and developing menus. Fountains,Boca Raton,FL 10/2010-8/2014 Receptionist/Cook/House Keeper • Ensures a clean Kitchen and workspace. • Encouraging participants to make choices for themselves • Clean windows, glass partitions, and mirrors,using soapy water or other cleaners, sponges, and squeegees. • Dust furniture, Stock cabin food supplies, Change bedding and make beds as directed. • Follows detailed worksheet for each room • Completes inventory for the residents rooms contents on form provided. Provides information on any missing items to the manager. Pat and Mike Security,Lake Worth,Fl 01/2012-06/2013 • Monitor and authorize entrance and departure of employees,visitors,and other persons to guard against theft and maintain security of premises. • Call police or fire departments in cases of emergency,such as fire or presence of unauthorized persons.Answer phones and take messages. EDUCATION Diploma Boca Raton High School,Boca Raton FL Certified in Security class E 2001 a.. r ' ' tIr Internati©nal N, FOOD SERVICE AXECUTIVES 4 Est.i� 1 Association Florida Branch IFSEA is a Florida Department of Business and Professional Regulation APPROVED FOOD WORKER TRAINING PROGRAM Provider#5552749 CERTIFICATEx OFi IFOOD HANDLER TRAINING HI This is to certif •that Y -� _..... _ w has successfully completed I.FSEA food han ler training.-The instructor is a certified food service manager. To reorder via internet Business Name www.kenkuscher.com or call Authorized Trainer Cell (561) 703-7196 Office (561) 369-2622 Trainer's Certificate Number Please be advised: According to 509.049(6)(a), Florida Statutes AND at Industry Bulletin 2006-05,an ORIGINAL CARD_ .is Date of Completion ' to be provided to each certified employee. 3-year- om date of training Under penalty of the above statute, photocopies are not acceptable. Expiration Date Brunswick Food Service Educators is the exclusive distributor of International ®Copyright International Food Service Executives Food Service Executive Assoc.,Florida Branch;Florida Approved Food Handler -� Association,Florida Branch 2016 Certificates&Manual. Int 1 i ernational Areas of Concern `�; FOOD SERVICE EXECUTIVES in Food Service M;� Association g Florida Branch • Improper Holding Temperatures r _ . _ • Inadequate Cooking Em ee -am–e` � •Contaminated Equipment 1, AuthopQed si nature a I • Unsafe Food Sources ® 1 — .... -- Date of Completion • Poor Personal Hygiene • 3-years from date of training Expiration Date 1 EXECUTIVE Angels Accinot 468 Circle Drive S Boynton Beach, FL 33435 n elaccinoto also CAREER OBJECTIVE To move forward with a new business which will allow me to further utilize my skills and acquire new abilities. INTRODUCTION To introduce my concept of eating a healthy meal on a stick. Business Opportunity Planning to network first in my neighborhood and the surrounding community to introduce my new product. Products Description The new product that I am presently perfecting is Shish Kebab which is very Healthy and delicious. The delectable Kebabs are easy to handle and can Be customized to your individual taste. Current_Business Position We are a start-up business Financial Potential At the venues that I initially plan to visit, mostly Green Markets, foods are sold. However, our healthy alternative will attract the parents and all others who want a choice. Management I will manage the operations initially Goals and Obiectives To have my company and its products become a household name in the community. Target Market My target market is soul food lovers at family activities. F l 5 � 14�4i}t is"4f ii 2�� sltis x ire j i fi^wtt, `hwi � Wa1 e§„a s � s` u PALM BEACH — fig.. Dawn Adderley 56f-501-2678 4F y 1 �o W;tA every re reci rip ,yo" relive Mat l i, erae ce' tkoLf ir ujilike kio ofAer. product is AvailoLble for TAebted Party"evenfc �I Weddi4s r, grrtAdat� { Celehratiop,r, Fert;vodr. P �a,le' srC�'e'-��r fin,f ;*rPea-t.a ar:s-�;C A Palm Beach Tropoics Business Plan Relive that Refreshing Island Experience Dawn Adderley, Owner Created on July 2 , 2019 Email: Website: Phone:561-501-2678 Table tt Title Page Number Executive Summary Company Description Definition of Market Description of Products and Service Organizational Management Marketing and Sales Strategy Financial Management Appendices Executive Introduction: Coming from the islands, I witnessed peoples' pleasures in relaxing with a refreshing drink. Florida, being a tropical paradise is a prime location to market island drinks. Business Opportunity: In a year, there are 23 African American festival events recorded on the Visit Florida web site alone. Add in the Caribbean and Bahamian events and Green Markets, Palm Beach Tropics has a liquid gold mine of opportunities. Product/Services Description: We provide fresh made tropical drinks for Themed Party events, Weddings, Birthdays, Celebrations, Festivals and Green Markets. Current Business Position: Palm Beach Tropics is in its development stage: our intent is to incorporate as a Florida LLC. Company Description Mission Statement To provide refreshingly flavored tropical drinks that sensationalize your palate and travel senses. Vision Statement Palm Beach Tropics aspires to grow from green markets and events to international distribution within the next five years. Principal . _e e Dawn B. Adderley--Dassie, Owner Legal Structure Palm Beach Tropics, LLC (Pending) r' ,71t. International FOOD SERVICE i LIXECUTIVES . 1 Association Florida Branch IFSEA is a Florida Department of Business and Professional Regulation APPROVED FOOD WORKER TRAINING PROGRAM Provider#5552749 CERTIFICATE OF FOOD HANDLER TRAINING Tis ` errthat- tv 3 ... has successfully r cow lets IFS foo han ler train isr 1 for is a certified food service manager, r� rr__ rui Internetr Business Name -7 ek rco i7.r _ate r ' Authorized Trainer ( 1) 7196 c (56:1) -2622 - �� Fi Trainer's Certificate Number- P 5e be i W e lea Accordingto 505'.049(6)(a), Florida Statutes Indu, Bulletin 2006-05,an ORIGINAL is Date of ompletion to be provided to each certified employee. 3=years from-date of training Under penalty the above statute, photocopies - tacceptable. '.�.��—� ..�— are noExpirat n Date Brunswick Food Service Educators is the'exclusive distributor of International Q Copyright International Food Service Executives Food Service Executive Assoc.,Florida Branch;Florida Approved Food Handler Association,Florida Branch 2016 Certificates&Manual. t f }�' International FOOD CUT CE EU 57;- now _ °tic AssocFatlon loridaB=h sit f m ri r 0 eee-/Q-', ; Ina nate Cooki Emplo Name " •Contaminated Equipment Author' ed Signature • Unsafe Food Sources , 9 DAWNADDERLEY 709 SW 7th Ave Delray Beach FL, 33444 *(561)272-3934 or*(561)287-0136 Email.Dawn Adderle;a)xotmailxom profile: • Dedicated professional with more than 22 years of management and administrative experience • Experienced sales Professional with a strong background in Timeshare Sales and Hotel Guest Relations • Self-Motivated individual with exceptional interpersonal and communication skills • An aggressive individual who is able to adapt to constant change and manage multiple priorities with ease • Skilled in working effectively as a team member or alone with minimal supervision • Computer skills: Windows 10, MS Word, Excel and Quick Books • New Salon Professional with diverse artistic flare Professional Experience: • Business Management *Own and manage a small restaurant and bar at a 35 villa resort *Interviewed, hired and supervised staff of 6 *Setup Purchasing accounts with wholesale food and beverage vendors *Owned and manage an online ad advertising company *Implement marketing schemes to promote company's website • Administration *Irnplement proper payroll and deduction system for employees *Structuring and implementing filing system and tracking of medical sample and promotional materials *Manage budgets for pharmaceutical products *Prepare weekly and monthly reports which tracked inventory, sales, and incentives for employees, accounts payable and receivable and logistics. Work History: Salon Assistant Shears of Faith Aug 2017 - May 2018 Salon Assistant In the Grove Hair Studio June 2017 - Aug 2017 Student/Household Manager June 2010--June 2017 Business Owner Diversity Farms Nov 2009 - June 2010 Admin. Assistant Stafford Creek Lodge Feb 2009 - June 2009 Business Owner Da Sand Bar 8s Grill April 2008 - Feb 2009 Business Owner Island Buy and Sell Nov 2007 - April 2008 Admin. Assistant AstraZeneca Jan 2006 - Nov 2007 Assistant Manager Beltek Auto Repair April 2005 -Aug 2005 Assistant Manager Auto Zone Diagnostic Center Dec 2004 - Mar 2005 Sales Executive Harborside Resort at Atlantis Feb 2002 -July 2004 Business Owner D & D's Cooking Service Jan 2001 - Sep 2001 Parts/Sales Manager Sea & Ski Ocean Sports Mar 1998 - Jan 2001 Education: The Hair Design Institute Feb 2016 - September 2017 Palm Beach Atlantic University Enrolled 2011 - 2014 Success Training College September 2000 New Casino Career Academy Oct 1998 - Jan 1999 S. C. McPherson Secondary High School Sept 1991 - June 1997 r{ sir t�l}�' I�{r, r IAC 1 u,, �,'� ;, o�F,ti}t { c �1 ply " t w ' co zi .,a }I{lt� �� v ��e �✓ Ww. Mh �� .. a �W 'C' 1 tit :. taS�oil��I��i��,vi,, �I I r }k 1) 4 f s s�� l i4 � V'P�i soi u t �;.a�t�titi+�y 1�✓�� ., ._ t�f +lfi l;{ylt tt u� �,>r �; — a - irs A5, t � ry �fi a f� i t, �., �Qf >> s,, ss siS's �a f t CATERING MENU WHETHER YOU ARE JUST LOOKING TO PICK UP A BUNCH OF BBQ FOR A PARTY, HAVE IT DROPPED OFF OR EVEN FULL SERVICE BBQ CATERING.LOVE@FIRST BITE WILL BE MORE THAN HAPPY TO TAKE CARE OF YOU. Bulk Meats Rack of spare ribs/$25.00(Each rack feeds 3-5) Babyback Rack/$23.00(Each rack feeds 2-3) Pulled pork/$15.00 per lb. (Each lb.feeds 3-4) Turkey/$20.00 per lb. (Each lb.feeds 3-4) Beef Brisket/$20.00 per lb. (Each lb.feeds 4-5) Bone-in Smoked chicken/$9.00(Half) 15(Whole) Smoked Pastrami/$21.00 per lb. (Each lb.feeds 4-5) Rib Tips/$10.00 per lb. (Each lb.feeds 3-4) ue's Collards/$40.00(Gallon feeds 25-30) Brisket Baked Beans/$38.00(Gallon feeds 25-30) Smoked Gouda Mac N Cheese/$40(Gallon feeds 25- 30) Rainbow Potato Salad/$38.00(Gallon feeds 25-30) Corn on the Cob/Mkt Price t, Chafing sets }1 Cutlery 2 Intro: Love @ First Bite is a license and ensured BBQ catering company located in South Florida.The business will be solely owned and operated by husband and wife Dimetrius and Juky Ann Jones. Dimetrius has honed his exceptional culinary skills on the grill for years from some of grandmas legendary recipes intertwined with his own twist. Love @First Bite is Texas flavored and Southern born to make your tongue dance. Business Opportunity: We are mindful of our stiff competition in BBQ and Outdoor cooking stores in South Florida. Part of what is going to be our selling point is the fact that we are willing to go the extra mile to give our customers full value for their money. Our county has multiple catering companies serving BBQ however our taste in unique and Texans who are here will love it and so will you. Product: We are doing all we can to see that our product meets the need of our consumers at all times. We offer a vast selection of BBQ choices for all your needs. We can supply food for all your events. Current Business Position: At this time we are a catering company that plans to extend our reach into the green markets and festivals in Palm Beach and Broward Counties. Financial Potential: It is the wish of any business to attract sales at massive rates. I believe we are positioned to do well and take on available market because one thing is certain,when it comes to BBQ if its good and your well stocked that translates to success. 1St year$10,000 2nd year$12,000 3rd year$15,000 (Projection based on part time) The Request: No loans at this time Management: Sole proprietorship, also the addition of family doing services. Love @ First Bite will be managed and solely owned by Dimetrius Jones. The Goals: To stay in business the first 5 years successfully The Product: We provide meat by the pound,sandwiches and platters. Target Market: South Florida enjoys tourist year around outdoors weather and activities. It is a popular place for vacations and family reunions. Our target market is busy families. Though we pride ourselves in having something for everyone meaning corporations to beach parties,we love those families. Welcome Statement 1 Love @ First Bite was formed by Husband and wife who love Florida, loved its heritage and how, brought folks together from all walks of life and who loves BBQ. These two are committed to running their business on four principles. First,offer the highest quality of smoked BBQ around, ribs, brisket, chicken,and smoked pastrami with traditional sides of potato salad and baked beans including smoked Gouda mac and cheese. Second, provide generous portions of these BBQ specialties or as our slogan says(Feeding y'all like you want to be fedM)at reasonable prices. Third, we want to offer the most upstanding service and assist you with planning and catering your next event as we know it can be stressful. Lastly,are building our reputation on making food with love and outstanding preparation, let us handle your next event. 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It�ls�" oI'iiva § al V� a F � 1l � g t si t f �r it){! !�} %, £i l( U L,, I " t �tt l i 1£�4ilyt�l 1;tJsi`I 77i 1 i } � k pros sit Is 1itl E�ittllt qq il'{ s lii£I Ii i� 1i t t)i 7s lids !(�ti I 1�, �� t �i li� l yl� s�lsvi st � u �� _h t 41!it a JI �;tt}i �� t is G�l� ! ujls�tF � 1 `tiif�llip$I6ft �1 �'� �, �ih t l�}tJtt tJ,>,� 2 PM - SPECIAL PRESENTATION Wednesday, August 7,, 2019 Benvenuto**s Restaurant y ailly AMBIGUOUS ALTEMADVE MON = t 0 1 mum INDEPENDENT.. VIREEC0Ng% MY'- ENT TEMPORARY SO-CALLEDU=WORKERSJ t KAM OBS WBILE APP toca v., a (mar "Gig" Economy is changing the way we do business! • Current Trends • Defining employment relationships • Peer-to-peer platforms • Transforming the labor market • Rethinking regulatory approaches Panel Presenters Inclu e: CareerSource, Boynton CRAy City of Boynton, a r t Nw � BEACH� Secret Garden,A Culinary BuWness Development&Job TraWing Center 4101 E.Boynton Beach Blvd. 561-206-44711 www.cccpbc.org Boynton Beath,FL 33435 Ift ■ft i O W -- M Z z • NOS . m v m Z UJ C) • 1= C30 _ W W1144. >- • y u� a -PF ui • D. W », cm _ J h • azo W0Z cn OC z ma W i �sr I , Sl{! ) , n `�II8I�I1� i t i tv f �>� � �� - \ \ � \� �\ .ƒ � ��d \ ��\z � �� . ��/ ��\ \ :�\ _ - �� y , � _ �,. . ��» ��( \ \'< ��) ) 2 \ y ��ƒ} « \� � =�� \ \�� ? -+`�°t c 9 . a�,g>��\\� ��~��\ �� I��\ ��ti{�� , . \. . }. / � `�} / i < � � ; i ) � ) ��) \��_ � : � » \ \ �. } 9 � - � }'�� } : ��\ � �� : � . ��y . y. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 OLD BUSINESS AGENDAITEM: 14.D. SUBJECT: Project Update on Ocean One Boynton, LLC SUMMARY: The Boynton Beach Community Redevelopment Agency ("BBCRA") entered into a Purchase and Development Agreement with Ocean One Boynton, LLC ("Developer") on January 16, 2018, for the BBCRA owned property located at 222 N. Federal Highway for the amount of $1,000 (see Attachment 1). The closing and transfer of property ownership to the Developer occurred on February 24, 2018. The Ocean One Project received site plan approval from the City of Boynton Beach City Commission on April 17, 2017. When completed, the Project will insist of 231 multi-family residential rental units, parking structure and 8,600 (+/-) square feet of commercial space (see Attachment 11). In addition to the sale of the property, on January 16, 2018, the BBCRA entered into a Tax Increment Revenue Funding Agreement (TIRFA) with the Developer and agreed to provide certain funding incentives to the Developer by sharing a percentage of future tax increment revenue generated by the completion of the Ocean One Project upon payment of their annual property taxes over a period of eight (8) years (see Attachment 111). Under the terms of the TIRFA, the Developer agreed to Commence Construction of the Project within two (2) years of the TIRFA's Effective Date, January 16, 2018. As of the date of this meeting, Commencement of Construction has not taken place nor has the City of Boynton Beach received a permit review application for the approval of construction drawings for the Ocean One Project. In the TIRFA's Section 9, Termination, it states that the Agreement shall automatically terminate within two (2)years of the Effective Date if the Developer has failed to commence construction of the Phase I Improvements and any stated obligation for future payment of Pledged Project Tax Increment Revenue shall cease. Related to this matter, the BBCRA received a letter on April 15, 2019, from the Developer's attorney, Ms. Bonnie Miskel, stating that the Project had notified the City of Boynton Beach and received an extension of the site plan approval until March 2, 2023 (see Attachment IV). The Board briefly discussed the request at their July 9, 2019 meeting and decided to address the delay closer to the TIRFA's default date in January 2020 (see Attachment V). The site plan and the TIRFA are not linked under the terms of the Agreement. Under the terms of the Purchase and Development, Section 18.2 requires the Developer to commence construction of the public plaza within 12 months of the expiration of the Commencement of Construction period. That requirement is echoed in the deed. FISCAL IMPACT: Under the terms of the TI RFA, if completed, the percentage share of the Project's Tax Increment Revenue shall be paid to the Developer as follows: Years 1 —7, Seventy-five percent (75%) of the Pledged Project Increment Revenues; and, Year 8, Fifty percent (50%) of the Pledged Project Increment Revenues. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the issuance of a Notice of Default to Ocean One Boynton, LLC. under the terms set forth in the Tax Increment Funding Agreement dated January 16, 2018. 2. Other consideration or action as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Purchase and Development Agreement D Attachment II - Project Description D Attachment III -Tax Increment Revenue Funding Agreement D Attachment IV -April 15, 2019 B. Miskell Letter D Attachment V -CRA Board Meeting Minutes, July 9, 2019 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACI I COMMUNITY REDEVELOPMENT AGENCY, as public agency created pursuant to Chapter 163,Part 111.ofthe Florida Statutes(hereinafter,-SELLER")and OCEAN ONE BOYNTON,LLC (hereinafter, "PURCHASE-11"), lticonsidei-atioiiofcite mutuaf covenants and agreements herein set forth,the Parfieshereto agree as follows: 1. PURCHASE AND SALUPROPERTY. SELLER agrees to sell and convey to PURCI-IASL.R, and PURCHASER agrees to purchase and acquire from SELLER. on the terms and conditions hereinafter set forth.the Property which consists of a parcel located in Palm Beach County, Florida as more particularly described as follows(hereinafter,tile -Property"): See Attached Exhibit "A." 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Ten Dollars($10.00),receipt of which is hereby acknowledged.The parties agree that SELLER is conveying tile Property to PURCHASER for the construction of mixed- use development as set forth in the Site Plan attached hereto as Exhibit "B." (tile "Development Project"). SELLER has complied with Section 163,380, Florida Statutes. in proceeding with tile sale of the Property to PURCI IASER. 3. QEPQSIT $).000-00.to be paid to Closing Agent as hereinafter defined within Five(5)days of the EMective Date,which shall be nonrcrundable unless otherwise provided herein, and shall be credited against Buyer's costs at closing. 4. E17FECTIVE DATE, The Effective Date of this Agreement shall be the date when the last one of the SELLER and PURCHASER has signed the Agreement. 5CLOSING. The purchase and sale transaction contemplated herein shall close within sixty (60) days from the Effective Date of this Agreement, unless extended by other provisions ofthis Agreement or by written agreement,signed by both parties.Notwithstanding the agreement, the Closing shall occur no later than one year from the Effective Data.. 6. TITLE TO BE CONVEYED. At Closing.SELLER shall convey to PURCHASER, by Special Warranty Deed in a form substantially in accordance Nvith Exhibit"C"attached hereto, and complying with the requirements of the`title Commitment (hereinafter defined), valid,good, marketable and insurable title in fee simple to the Property, free and clear orally and all liens, encumbrances, conditions, easenwnts. assessments. restrictions and other conditions except only the Following (collectively, tile "Permitted Exceptions"): (a) general real estate taxes and special assessments For the year orClosing and subsequent years not yet due and payable: (b)covenants, conditions, casements, dedications, rights-of-way and matters of record included on the Title Commitment or shmkn on the Survey(hereinafter defined),to which PURCHASER foil$to object, PURCHASE AND Dr:;VEI,.OP,\,11-'.N'I'AGREtENI Page 2 of 77 or which PURCHASER agrees to accept. pursuant to Section 7.1 and Section 7.2 hereof. 7. INVESTIGATION,017 TFIE PROPER'ry, Within thirty(30)days of tile Effective Date (-Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants (collectively. "Agems"), shall have the right. at PURCHASER'S expense, to make inquiries oCand meet with members ol'Governmental Authorities regarding the Property and to enter upon the Property, w any time and From ti-ne to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations or the Property. including but not limited to Phase I and Phase 11 investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this contract, If PURCHASER elects to terminate this Agreement in accordance with this Section. PURCHASER shall: (i) leave the Property in substantially(lie condition existing on (lie Effective Date; (H) to the extent practicable,shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation. and(iii) release to SELLER(without representation or warranty),at no cost.all reports and other work generated as a result Of the PURCI,IASER-S testing and investigation (other Haan proprietary information prepared solely by Purchaser). PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims. losses,expenses,demands and liabilities, including, but not limited to,attorney's fees, for nonpayment for services, rendered to PURCHASER (including. without limitation, any construction liens resulting thercfrorn) or for damage to persons or property arising out of PURCHASER'S investigation of the Property. PURCHASER'S. obligations under this Section shall survive the termination,expiration or Closing7-- of this Agreement. 7.1 Scllcr*s Documents. SELLER shall deliver to PURC14ASER the following documents and instruments within Five(5)days or tile Effective Date of this Agreement:copies of' any reports or studies (including, environmental, engineering. surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition orthe Property. if any. 7.2 Title Review, Within thirty (30) days of tile Effective Date ("Title Investigation Period"), PURCHASER shall obtain, at the PURCHASER'S expense. from a Title Company chosen by PURCHASER(hercinarter"Title Company"),a Title Commitment covering the Property and proposing to insure PURCHASER in an amount to be determined subject only to tile Permitted Exceptions. together with complete and legibic copies or all instruments identified as conditions or exceptions in Schedule B of tile Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to Sf-'-I,LFR no later thin tile end of the Title Investigation Period. notifying SELLER of any objections PURCHASER has to the condition of title (hereinarter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASEWS Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. IrPURCI IASER timely delivers tile PURCHASER'S Title Objections. SELLER shall have thirty (30) days to attempt to cure and remove the PURCHASER'S Title Objections(hereinafter"Cure Period"), It is understood by the parties that SELLER shall have no obligation to incur costs or initiate legal proceedings to address PURCHASEWS Title Ob cctions. In the event that SELLER is unable to j PURCI IASE AND DEVELOPi\lf,'NT,\CjRl-'[,-i,IEN-r Page 3 of 77 cure and remove,or cause to be cured and removed, the PURCI,IASER'S Title Objections within tile Cure Period to the satisfaction of'PURCIASER.then PURC HA SE R, in PU RCHASE R'S sole and absolute discretion,shall have the option or(i) cx(ending the Cure Period and the Closing for one additional thirty(30)day period-or(ii)accepting the Title to the Properly as or the time of Closing or(iii)canceling and terminating this Agreement, in which case,(lie Deposit, i r any, shall be returned to PURCHASER and the Pat-ties shall have no further obligations or liability hereunder,except fior those expressly provided herein to survive termination of'this Agreement. Prior to the Closing. PURCI IASER shall have(lie right to cause the Title Company to issue an updated Title Commitment("Title Update")covering(lie Property. lFany Title Update contains any conditions which did not appear in the Title Commitment,and such items render title unmarketable, PURCI IASER 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. T3 Survey Review. PURCHASER.at PURCHASEWS,expense, may obtain a current boundary survey(the"Survey'')ofthe Properly,indicating the number of acres comprising tile Property to the nearest 111 00th o,f an acre. I f the Survey discloses that there are encroachments on the Property or (lint improvements located on time Properly encroach on setback lines, casements, hands of'others or violate any restrictions,covenants of this Agreement. or applicable governmental regulations. [lie same shall constitute a title defect and shall be governed by tile provisions of Section 7.2 concerning title objections. 8< CONDITIONS TO CLOSING. PURCI JASER shall not be obligated to close oil 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 ol'Closing. 8.2 Condition of Property. The Property is being sold in as-is condition. 8.3 Pendigg Proceeding At Closing. there shall be no litigation or administrative agency or other governmental proceeding of'any kind whatsoever. pending or threatened, regarding the Properly.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 or the date of Closing, 9. CLOSING DOCUMENTS. The SELLER shall prepare, or cause to be prepared. the Closing Documents set Cortin in this Section, except for documents prepared by the Title Company. At Closing. SELLER shall execute and deliver,or cause to be executed and delivered PUM IASL;AND ISE M-OPIVIENT AGRFEMENT Page V77 to FURCI IASER (ic following documents and instruments: 9.1 Deed, A Special Warrant),Deed (the-Deed")conveying to PURCHASER valid, good, marketable and insurable 1ec simple title to the Property firce and clear or all liens. encumbrances and other conditions or title other than [lie Permitted Exceptions. consistent with Section 6 orthis Agreement, 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien lalv;and that there are no parties in possession of the Property other than SELLER. SELLER shall also Jumish to PURCHASER as non-foreign affidavit with respect to tile Property. In the event SELLER is unable to deliver its affidavits referenced above or any other document reasonably required by the Title Company,the same shall be deemed an uncured Title Objection. 9.3 Closing Statement. A closing statement setting forth the Purchase Price,.all credits, adjustments and prorations between PURCHASER and SELLER. all costs and expenses to be paid at Closing,and the net proceeds due SELLER. 9.4 Corrective Documents. Documentation required to clear title to the Property of-all liens,encumbrances and exceptions, if any. other than Permitted Exceptions, 9.5 Additional Documents. Such other documents as PURCI IASER 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 crFectuate the terms of this Agreement. 10, PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1 11rorations. Taxes and assessments.if any. for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorat ions to be made through the day prior(o Closing. Taxes shall be prorated based upon tile current year's tax with due allowance made For Maximum allowable discount, If Closing occurs at a date when tile current year*s millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. if current year's assessment is not available, (lien taxes will be prorated on prior year's tax. A tax proration based on an estimate shall,tit request of either party. be readjusted upon receipt of tax bill, 10.2 Closing Costs. PURCHASER shall pay for documentary stamps on tile deed, recording the deed and all general closing expenses(settlement fee. courier fees,overnight packages. e(c.). Each party shall be responsible for their own attorneys* fees. The PURCHASER shall be responsible for the payment or the survey and the title insurance searches and policies, 10.3 Closina Procedure, PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations, set Forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent designated by PURCHASER, the Closing PURCHASL AND DEVELOPMENTAGREENIENT Pnge 5 of 77 Documents, Tile Closing Agent shall,at Closing,deliver the Closing Documents and a"marked- up" Title Commitment to PURCHASER, and promptly thereafter, record (fie Deed and other recordable Closing Documents in ilia appropriate public records. IOA Existing MgqgMsand Other Liens. At Closing. SELLER shall obtain. or cause to be obtained, satisfaction or release of record or all mortgages, liens and judgments applicable to and encumbering the Property. 11, REPRESENTATIONS. COVENANTS AND WARRANTIES, 11.1 Seller's Representations-and Warranties. SELLER hereby represents, covenants and warrants to PURCHASER, as of(lie Effective Date and as of the Closing Date. as Follows: 11.2 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SFIA-ER'S capacity and all requisite action has been taken to make this Agreement valid and binding oil SELLER in accordance with its terms,"rhe person eXCCLIting 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 ofSEI,L[--,R, 11.3 Litle. 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 oFany kind.except the Permitted Exceptions(and encumbrances orrecord which Will be discharged at Closing). 12. DEFAULT. 12.1 Purchaser's PgfhUlt, In the event that this transaction fails to close solely due to PARC!IASERs refusal to close, and such failure to close is not a result of' SELLER'S default or a title/survcy defect, subject to the provisions of Paragraph 12.3 below, SELLER may terminate this Agreement and be entitled to retain the Deposit. following which neither PURCHASER nor SEI...LER shall have any further obligations or liabilities tinder this Agreement, except for those expressly provided to survive the termination of this Agreement: provided, however,that VURCFIASER shall also be responsible for the removal orany liens asserted against the Property by persons claiming by. through or under PURCHASER, The failure of PURCI IASC-R to comply with the provisions set forth in this Agreement S11311 Constitute a Default and Breach of this Agreement. 12.2 Scllcr*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 (i) seek an action for specific performance; or (ii) terminate this Agreement, wherein the full deposit shall be returned to PURCHASER and neither Party shall have any further rights hereunder. CON421 PURCHAsr AND DEVE 1-0111MENT AGREUNIEN1 Page 6 of 77 12.3 Notice or 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 even( or condition of default in sufriciem detail to enable a reasonable person to determine the action necessary to cure the defauh. The defoulting, Party shall have fifteen (15) days From delivery or itic notice during which to cure the default. provided, however, that as to n failure to close, Elie cure period shall only be three (3) Business Days from the delivery ornotice. Both parties agree (hat if an extension is requested. such extension shall not be unreasonably withlield. Ifthe default has not been cured within the aforesaid period, ilic non-defaulting Party may exercise the remedies described in this Section 12. 12A Survival. The provisions of this Section 12 shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail,return receipt requested,or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Interim Executive Director.Michael Simon 710 N. F cderal 1-1 ighway Boynton Beach, Florida 33435 Willi it copy to; Tara Duliy, Esq. Lewis, Longman & Walker. P.A. .5I 5 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 If to Buyer: William Morris Ocean One Boynton, LLC 777 E. Atlantic Avenue, 4'100 Delray Beach, FL 33493 Mr. Davis Carnalier 1629 K Street N.W. Suite 1200 Washington, DC 20006 Mr. Michael Ross 9804 S. Militaryl-raii Suite El I Boynton Beach. FL 33136 PURCHASE AND DEVELOPNIFNrr AGREUrvill.NT Pag,c 7 o F 7 7 With a copy to: Gary S. Dunay, Esq, Dunay, Miskel and Backman. LLP 14 SE 4"' Street,#36 Boca Raton, FL 33432 14, BINDING OBLIQATION/ASSIGNMENT. The terms and conditions or this Agreement are hereby made binding on, and shall inure to the benefit of. the successors and permitted assigns of(lie Parties hereto. This Agreement may not be assigned, sold. or otherwise transferred to any other entity without prior, written permission by the CRA, which permission shall not be unreasonably Nvithheld. 15, RISK OF LOSS. In the event the condition ofthe Property, or any part thereof, is materially altered by an act or God or other natural force beyond the control of SELLER, PURCI-IASER may elect, as its sole option,to terminate this Agreement and tile parties shall have no further obligations tinder this agreement. or PURCHASER may accept the Property without ,any reduction in the value orthe Property. 16. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement, Each Party shall indemnify.defend and hold harmless the other Party firorn and against any and all claims, losses. damages,costs orexpenscs(including,without limitation,attorney's rees)ofany kind or character arising out of or resulting front any agreement,arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. I-lowcvcr, SELLER'S indemnification obligations shall not exceed tile statutory limits provided within Section 7f 8.25, Florida Statutes,and CRA does not otherwise waive its sovereign immunity rights.The provisions ol'this Section shall survive Closing or termination of this Agreement, 17. ENVIRONMENTAL CONDITIONS, To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws.ordinances.regUla(ions. licenses,permits and authorizations,including,without limitation,applicable zoning and environmental laws and regulations. In addition.SELLER has not received any notices of any violation of environmental condition or other notices of violation of municipal ordinances, M DEVELOPMENT AND SALE OF THE PROPERTY, SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for tile sole purpose ot'developing a mixed-use project at the northeast corner of Boynton Beach Boulevard and Federal Highway. 18,1 Seiler Design Approval. The PURCHASER and SELLER acknowledge, that the SELLER has reviewed the Site Plan and finds the Site Plan acceptable and consistent with the CRA Redevelopment Plan, 18.2 Development Tinicline, The City has approved PURCHASER's Site Plan. PURCHASER agrees to diligently and continuously pursue approval of all other necessary approvals until the first building permit tins been issued for the Development Project. PURCHASE AND DEVELOPMENT AGRIA-MENT Page 8 of 77 PURCHASERagrecs to commence construction of the Development Project within two(2)years from the Effective Date of the Tax Increment Revenue Finance Agreement attached hereto as Exhibit "D," (hereinafter"Construction Commencement Period")Once tile First building permit is issued for the Development Project, PURCI-IASER agrees to diligently and continuously pursue cornpletion of construction ofthe Development Project.subject to force majeure and other matters beyond the reasonable control of PURCHASER, IrPURCHASER fails to commence construction within the timerrame set l'brth herein, PURCHASER shall be obligated to commence construction ol'a public plaza (the -Pla7a")on the Property containing benches, walkways and landscaping in accordance with Exhibit"E," attached hereto and made a part hereof by reference no later than twelve (12)months after the expiration of the Construction Commencement Period. 'File Special Warranty Deed shall include a restriction consistent with the requirements of this Section in a form substantially in accordance with Exhibit"C"attached hereto. 183 Survival, The provisions ofthis Section 18 shall survive the termination of this Agreement. 19� MISCELLANEOUS. 19.1 General. This Agreement and any amendment hereto, may be executed it any number of counterparts,cath orwhich shall be deemed to be an original and till ofwIlich shall, together. constitute one and Elie some instrument. The section and paragraph headings herein contained are ]or 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 or this Agreement shall be of any force or effi!ct unless in writing executed by Parties. This Agreement sets Forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between tile Parties. This Agreement shall be interpreted in accordance with the laws of tile State of Rod& The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in (lie Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to redcral jurisdiction only, in the United States District Court for the Southern District Court of Florida. 19.2 Computation of Time. Any reference herein to time periods which are not measured in Business Days and which are less than six(6)days,shall exclude Saturdays,Sundays and legal holidays in the computation thereof. Any time period provided fior in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 pm. on the next Ilull Business Day. Time is of Elie essence in the performance or all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date ill the calculation thereof, For purposes of this Agreement. Business Days shall mean Monday through Friday but shall exclude state and federal holidays. 19.3 Waiver. Neither(lie failure ora party to insist upon strict performance of any of Elie terms. provisions. covenants,agreements and conditions licreof. nor the acceptance of any item by a party with knowledge or a breach or this Agreement by the other party in the performance of their respective obligations hereunder, sliall be deemed a waiver of any riollts or PURCHASE AND DEVELOPMENT AGREEMENT Pap9ol-77 Z� remedies (lint a party may have or a waiver of any Subsequent breach or default in tiny Of such terms, provisions, covenants,agreements or conditions. This paragraph shall survive termination ofthis Agreement and the Closing. 19.4 Construction of Agreement. ']'he Parties to this Agreement, through counsel, have participated freely in[lie negotiation and preparation hereof.Neither this Agreement nor any amendment hereto shall be more strictly construed against any ol'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 nierge into the Dee& 19.5 Severability, If any part ol'this Agreement shall be declared unlawful or invalid,the remainder of the Agreement will continue to be binding upon the pailies so long as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions orthe Parties can continue to be achieved. To that end. this Agreement is declared severible.. The provisions of this Section shall apply to any amendment ol'this Agreement. 19.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initiated by CRA and SELLER shall control all printed provisions in conflict therewith. 19.7 Waiver of Jury Trial, As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoeverarising Z7 out of or in any way connected with this Agreement. 19.8 Attornevs Fees and Costs. Should it be necessary to being an action to enforce any of the provisions or this Agreement, reasonable attorneys' rees and costs, including those at the appellate level,shall be awarded to[lie prevailing party. 19.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behall'of the CRA and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party ror whom or on whose behalf lie or she is signing with respect to all provisions contained in this Agreement. 19.10 Recording. This Agreement may be recorded in the Public Records of Palm Beach County. Florida. 19.12 SELLER Attorneys' Fees orad Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys* secs and all costs, if any, incurred by SELLER in connection Nvith the transaction contemplated by this Agreement. 19.13 Public Records, SELLER—is public agency subject to Chapter 119, Florida Statutes.The PURCHASER shall comply with Florida's Public Records Law.Specifically, the PURCHASER shall: 4k;N 4 PURCHASE AND DEVELOPMCNT AGREGMENT Page 10 of 77 a. Keep and rn a intain public records that ordinarily and necessarily would be required by the SF-LLER in order to perform the service-, b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in chapter 119. Fla. Stat.,or as otherwise provided by la8%; c. Ensure that public records that are exempt or that are confidential and exempt firom public record requirements are not disclosed except as authorized by law;and cl. Meet all requirements for retaining public records and transfer to[lie SELLER,at no cost,all public records in possession or the PURCHASER upon termination of the contract and destroy any duplicate public records that arc exempt or confidential and exempt, All records stored electronically Must be provided to the SELLER in a rormal that is compatible with the inrormation technology systems of(lie SE.I.I.r.R. IF PURCHASER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PURCHASER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 710 North Federal Highway, Boynton Beach, FL 33435; or BovntonBcachCRMbbbfl,us. 19,14 Right oft'irst Rerusal. a. Prior to a"Termination Event"(as del tried below)Purchaser hereby grants to Seller a right or first itfusaI to purchase the Property pursuant to the terms and conditions set lbrth in this Section 19.14("Right of First Refusal")„ (i) If Purchaser receives an orfer to purchase the Property as part of a separate and isolated transaction and not as part of an offer to purchase the Property in conjunction with any other parcel owned by Purchaser or an affiliate of Purchaser, pursuant to a written contract or letter or intent, Purchaser shall give Seller notice ol'the offler by delivering a copy of the contract or letter of intent to Seller("Notice"). (ii) Upon receipt of Notice,Sellci-slial)place the Notice on the next regularly scheduled CRA Board meeting. Within rive (5) days of the CRA Board meeting where the Notice is considered. Seller shall either waive or exercise its right of first refusal. If Seller elects to exercise its right of'first refusal.Seller shalL within ten(1 0)days alter receipt or the Notice, deliver to Purchaser an agreement to purchase the Property for ten(10)dollars and an amount equal to the cost of any improvements made to tile Property by Purchaser and upon receipt by the Purchaser of the #,, ,§, PURCHASE AND DEVELOPMENT AGRIELMENT Page I I of 77 roregoing from the Seller. Purchaser and Seller shall enter into a purchase and Sale Agreement. (iii) If Seller rails to exercise or waive its right of rirst refusal in accordance with the terms and conditions stated herein, within ten(10)days after receipt orthe Notice, (lien Seller's right of first rcrusal shall be deemed to have been waived. b. This Right or First lZerusal shall tcrminn(c upon the issuance of a certificate of occupancy, certificate of completion or other equivalent certification fior the Development project issued by (lie applicable governmental authority for improvements made to the Property (a "Termination Event"). Upon a Termination Event, this Right of First Refusal shall terminate and have no further force or effect. c. This Right of First Refusal shall only apply to an offer to purchase the Properly as a separate and isolated transaction and shall not apply to any offer received by Purchaser to purchase the Property in conjunction with any other Property owned by Purchaser or an affiliate of' Purchaser. d. Additionally.this Right of First Refusal shall not apply to: (i) a sale or transfer by nny bank. life insurance company, federal or state savings and loan association or real estate investment trust which acquires title to tile Property as a result of'owning,a mortgage upon the Properly or a portion of the Property and whether title is acquired by deed From the mortgagor or its successors in title or through foreclosure proceedings; (ii) a sale by any such institution which so acquires title; (iii) a sale or transfer of interests in the Property or to Purchaser to a partnership,joint venture or other business arrangement over which Purchaser shall retain management control or shall be a partner. member or joint venturer or other substantial interest holder; or (iv) any transfer or title to the Property or portion thereof at a duly advertised public sale with open bidding which is provided by law,such as but not limited to execute sale, foreclosure sale,j Lid ic ia I sale or(ax sale. e. The provisions of this Section 19.14 shall survive closing and delivery ofthe deed of conveyance of the Property and notice of Seller's rights hercundershall be recorded in the public records of'Palm Beach County, Florida pursuant to a Memorandum of Right of First Refusal.The Mernorandurn and[lie rights under(his paragraph shall terminate automatically and without Further action upon a Termination Event. PURCHASE AND DE"VELt1PMEN f AGM EMUNI Pao-c 12 of 77 IN WITNESS WHEREOF, the Parties have CXCCLIted this Agreement as of the Effective date. BUYER SELLER OCEAN ONE BOYNTON, LLC BOY NTON B EACI I COM M UN ITY RLDEV7E-L 'M - T AG- CY Y_' By: Print Numc: wt pa- Print Narne-, Steven B.Grant Title: 411�4_- Title: Chair Date: it Date: Witnesses: Witnesses: is e to m n rtegmsunicicncy: C PURCHASE AND DEVELOIWENT AGREEMENT Page 13 of 77 LEGAL DESCRIP'rION LOTS 1 AND 2, EXCEPT THE EAST 25-00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET THEREOF,AS SHOWN UPON THE PLAT ENTITLED"AGREEMENT PLAT ,SHOWING PROPERTY IN THE NORTHWEST QUARTER(N.W. 114)OF THE NORTHWEST QUARTER (N.W. 1/4)OF SECTION 27, TOWNSHIP 45 SOUTH,RANGE 43 EAST, IN THE TOWN OF BOYNTON BEACH, FLORIDA,WHICH PLAT IS RECORDED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT IN AND FOR PALM BEACH COUNTY,FLORIDA, IN PLAT BOOK 10,PAGE 2;LESS RIGHT OF WAY CONVEYED TO THE STATE OF FLORIDA,AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 564, PAGE 160,PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA;SAID LANDS SITUATE LYING AND BEING IN PALM BEACH COUNTY,FLORIDA, SUBJECT TO RESTRICTIONS,RESERVATIONS,EASEMENTS AND COVENANTS OF RECORD,IF ANY, TO THE EXTENT THAT SAME ARE VALID AND ENFORCEABLE, DESCRIPTION:(TAKEN FROM SPECIAL WARRANTY DEED DATED OCTOBER 3, 1964 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS I AND 2,AGREEMENT PLAT,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA:BEING ALSO DESCRIBED AS LOTS I AND 2,FUNK BROS.ADDITION PER PLAT BOOK 2,PAGE 13;WHICH LIES WITHIN 50.00 FEET EASTERLY OF THE WEST LINE OF SECTION 27,TOWNSHIP 45 SOUTH,RANGE 43 EAST; AND THAT PART OF THE AFOREMENTIONED LOT 1 OF AGREEMENT PLAT,WHICH IS INCLUDED IN THE EXTERNAL AREA FORMED BY A 12 FOOT RADIUS ARE TANGENT TO THE NORTH LINE OF SAID LOT (BEING 15,00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 27),AND TANGENT TO A LINE 50.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 5;SAID PARTS CONTAINING 0.062 OF AN ACRE,MORE OR LESS. AND LESS AND EXCEPT ADDITIONAL ROAD RIGHT OF WAY FOR N.E.2ND AVENUE,MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 1,AGREEMENT PLAT,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 10,PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA:THENCE RUN SOUTH 89 DEGREES 45'09'EAST ALONG THE NORTH LINE OF SAID LOT 1,A DISTANCE OF 37,28 FEET TO A POINT ON THE SOUTH RIGHT OF WAY UNE OF N.E. 2ND AVENUE AS NOW LAID OUT AND THE POINT OF BEGINNING;THENCE CONTINUE SOUTH 89 DEGREES 45'09- EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LINE OF PURCI IASE AND DEVELOPMENTAGRFEMENT Page 14 of 77 LOT 1,A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E.6TH COURT AS NOW LAID OUT;THENCE RUN SOUTH 01 DEGREES 23'W EAST,ALONG SAID WEST RIGHT OF WAY LINE,A DISTANCE OF 54.89 FEET TO A POINT OF CURVATURE,CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36, 94°WEST; THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25-00 FEET,A CENTRAL ANGLE OF 91 DEGREES 42'50',A CHORD BEARING OF NORTH 47 DEGREES 15'21"WEST AND A CHORD DISTANCE OF 35.88 FEET:THENCE RUN SOUTH 66 DEGREES 53' 14'WEST,A DISTANCE OF 41,94 FEET TO A POINT;THENCE RUN NORTH 76 DEGREES 26'58'WEST,A DISTANCE OF 50,34 FEET; THENCE RUN NORTH 89 DEGREES 45'09' WEST, A DISTANCE OF 129.70 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST THENCE RUN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF STATE ROAD NO.5(FEDERAL HIGHWAY)AS NOW LAID OUT;SAID CURVE HAVING A RADIUS OF 20.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 17'55',A CHORD BEARING OF SOUTH 44 DEGREES 35-53'WEST AND A CHORD DISTANCE OF 28.60 FEET,THENCE RUN NORTH 01 DEGREES 03'04'WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.69 FEET TO A POINT OF CURVATURE TO THE NORTHEAST;THENCE RUN ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING, SAID CURVE HAVING A RADIUS OF 12.00 FEET,A CENTRAL ANGLE OF 91 DEGREES 17-55',A CHORD BEARING OF NORTH 44 DEGREES 36 54- EAST AND A CHORD DISTANCE OF 17,16 FEET, PURCHASE AND DEVELOPMENT AGRE�EMENT Page 15 Df 77 SCI I I B 11'*,B*' DEVELOPMENTPROJECTSITS, PLAN P(JRCJ JASE AND DEVELOPNILN- TAGREENIENT Page 16 of 77 4W-4 US JVGHWAY 16 t tip k I oil _71 Q +— i r iTi .11 .,.;1 lot NAN "Rikii 6&w- PIP Ocean One COHEN -FREEDMAN-EN SA ASSOC U R FEMUL HOWAY.BOYNTM WEACK FL Architmis, PA *w xw.a"s� u&mw Lautrmew %" sa rw PURCI IASL AND DEVELOPMEN FAGREEMENT Page 17 of 71 EXIIIBII"'C'* SPECIAL WARRANTY DEED PURCHASE AND DEVELOPMENI'AGREEMENT Page 18 of 77 RECORD& RETURN TO; Gary S. Dunay, Esq. DLmay, Miskel and Backman. LLP 14 SEW`Street,#36 Boca Raton, FL 33432 Property Control No. SPECIAL WARRANTY DEED This Indenture, made this day of Between Boynton Beach Community Development Agency, a public agency created pursuant to Chapter 163.Part fit ofthe Florida Statutes.having,a mailing address of 710 N.Federal Highway. Boynton Beach. FL 33432, Grantor and a , having a mailing address of 1629 K Street. NW Suite 1200. Washington, DC 20006 .Grantee, WI'f`Nl';SSETl 1, that the Grantor for and in consideration of the surn oCTEN DOLLARS 10,00)and other good and valuable consideration to Grantor in]land paid by Grantee,the receipt whereof is hereby acknowledged. has granted, bargained and sold to the said Grantee and Grantee's heirs, successors and assigns forever, tile Following described land, situate, lying and being in the County of Patin Beach, State or Florida(tile-Property"),to wit: SISI~ EX1IIBIT'*A"ATfACIIE'D HERETO The Property conveyed herein is subject to the following0 restriction: The Property set forth on Exhibit"A"sli all be included with the adjacent property already owned by Grantee as referenced on Exhibit-B"and together are hereinafter collectively referred to as the "Project." Grantee has received approval from the City of Boynton Beach for the site plan. attached hereto as Exhibit '°C," (hereinafter (lie "Project") and shall diligently and continuously undertake commercially reasonable efforts to obtain all necessary approvals for the Project from the City of Boynton Beach. Florida. Grantee shall commence construction for the development or tile Prcjcct 'within twenty-Four (24) months from the Effective Date of`the Tax Increment Revenue Funding Agreement attached hereto as Exhibit -D." (the "Construction ? Commencement Period"). For purposes of this Special Warranty Deed. the term "commence construction"'shall mean obtaining an official permit in hand for any of the construction activities contained herein and beginning to actually demolish.excavate or prepare tile site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of tile Project or Phase ol'the Project as applicable in accordance with the Florida Building Code. PURCHASE AND DI"I'VFLOPNIFNI AGREOVILN"I' Page 19 of 77 In the event Grantee flails to commence construction for the development of[lie Project as provided for above, Grantee shall be obligated to commence construction of public plaza (the "Plaza") on the Property containing benches, walkways, landscaping, irrigation and lighting in accordance with the provisions of Exhibit "E. Notwithstanding the foregoing, ifal any time therenfiter, Grantee commences construction or the Project in accordance with the site plan approved by (lie City of Boynton Beach.. Grantee may abandon construction of. or demolish the construction of the Plaza in order to construct the Project. Once the Project has been substantially completed. this restriction shall terminate and be of no further force or effect. TOGETI IEE with all tenements.hereditaments and appurtenances thereto belonging or in anywise appertaining. TO I JAVE AND TO HOLD the same in fee simple rorever. AND the Grantor hereby covenants Nvilb said Grantee that Grantor is lawliully seized of said land in fee simple; that Grantor has good right and lawful authority to sell and convey said land;that Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims oral) persons claiming by,through or under Grantor. IN WITNESS WHEREOF,the Grantor has hereunto set his hand and seal the day Lind year I irst above written. Signcd, scaled and delivered in the presence of', Boynton Beach Community Development Agency By: Witness#1 Signature Name: Title: Witness 41 Printed Name Witness#2 Signature Witness#2 Printed Name PURCI IASE AND DEVELMMEN YAGRUMENT Page 20 of 77 STATE OF FLORIDA COUNTY OF PALM BI ACI I The roregoing instrument was acknowledged before me this day of by as of Hoynlon Beach Community Development -Agency' who is personally known to me or who produced a driver's license as identification, Notary Public PURCHASE AND DEVULOPINIENT AGREEMENT Page 21 of 7r SPECIAL WARRANTY DEED EXHIBIT"A" LEGAL DESCRIPTION OF PROPERTY LOTS 1 AND 2, EXCEPT THE EAST 25.00 FEET THEREOF AND EXCEPT THE WEST 25.00 FEET THEREOF,AS SHOWN UPON THE FLAT ENTITLED"AGREEMENT PLAT',SHOWING PROPERTY IN THE NORTHWEST QUARTER (N.W. 114) OF THE NORTHWEST QUARTER (N.W. 114) OF SECTION 27, TOWNSHIP 45 SOUTH, RANGE 43 EAST, IN THE TOWN OF BOYNTON BEACH, FLORIDA,WHICH PLAT IS RECORDED IN THE OFFICE OF THE CLERIC OF THE CIRCUIT COURT IN RNLI FOR PALM BEACH COUNTY, FLORIDA, IN PLAT BOOK 10,PAGE 2; LESS RIGHT OF WAY CONVEYED TO THE STATE OF FLORIDA,AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 564, PAGE 180, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA„ SAID LANDS SITUATE LYING AND BEING IN PALM BEACH COUNTY, FLORIDA. SUBJECT TO RESTRICTIONS,RESERVATIONS, EASEMENTS AND COVENANTS OF RECORD, IF ANY, TO THE EXTENT THAT SAME ARE VALID,AND ENFORCEABLE. DESCRIPTION: (TAKEN FROM SPECIAL WARRANTY DEED DATED OCTOBER 3, 1960 IN OFFICIAL RECORD BOOK 564, PAGE 180) LOTS 1 AND 2, AGREEMENT PLAT, ACCORDING TO THE PLAT THEREOF AS RECORDED IN FLAT BOOK 10 AT PAGE 2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA; BEING ALSO DESCRIBED AS LOTS 1 AND 2, FUNK.BROS.ADDITION PER PLAT BOOK 2, PAGE 13;WHICH LIES WITHIN 59.90 FEET EASTERLY OF THE WEST LINE OF SECTION 27,TOWNSHIP 45 SOUTH RANGE 43 EAST; AND THAT PART OF THE AFOREMENTIONED LOT 1 OF AGREEMENT PLAT,WHICH IS INCLUDED IN THE EXTERNAL AREA FORMED BY A 12 FOOT RADIUS ARE TANGENT TO THE NORTH LINE OF SAID LOT (BEING 15.00 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID SECTION 7), AND TANGENT TO A LINE 50.00 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID SECTION 27. SUBJECT TO THE EXISTING RIGHT-OF-WAY FOR STATE ROAD 5; SAID PARTS CONTAINING 0.062 OF AN ACRE, MORE OR LESS. AND LESS AND EXCEPT ADDITIONAL ROAD RIGHT OF WAY FOR N.E. 2ND AVENUE, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF LOT 1,AGREEMENT PLAT,ACCORDING TO THE PLAT THEREOF,AS RECORDED IN PLAT BOOK 10,PAGE 2 OF THE PUBLIC RECORDS OF PALMI BEACH COUNTY, FLORIDA:THENCE RUN SOUTH 89 DEGREES 45'09"EASTLONG THE NORTH LINE OF SAID LOT 1, A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT PURCHASE:AND DEVELOPMENT OPMENT AGR[:EA ENT Tugs 22 of 77 OF WAY LINE OF N.E. 2ND AVENUE AS NOW LAID OUT AND TIME POINT OF BEGINNING; THENCE CONTINUE SOUTH 69 DEGREES 45' 09" EAST ALONG SAID SOUTH RIGHT OF WAY LINE AND ALONG THE NORTH LIFE OF LOT 11 A DISTANCE OF 254.12 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF N.E.6TH COURT AS NOW LAID OUT,THENCE RUN SOUTH 01 DEGREES 23' 55" EAST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF K89 FEET TO A POINT OF CURVATURE, CONCAVE TO THE NORTHWEST SAID CURVE HAVING A RADIAL BEARING OF SOUTH 88 DEGREES 36' 04`WEST, THENCE RUNT ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 40.02 FEET TO THE POINT OF TANGENT, SAID CURVE HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 91 DEGREES 42' 50", A CHORD BEARING OF NORTH 47 DEGREES 15' 21" WEST AND A CHORD DISTANCE OF 35.88 FEET; THENCE RUN SOUTH 86 DEGREES 53' 14' WEST, A DISTANCE OF 41.94 FEET TO POINT,THENCE RUN NORTH 76 DEGREES 26'58'WEST,A DISTANCE OF 50,34 FEET;THENCE RUN {NORTH 89 DEGREES 45' 09" WEST, A DISTANCE OF 129.79 FEET TO A POINT OF CURVATURE CONCAVE TO THE SOUTHWEST;THENCE RUIN ALONG THE ARC OF SAID CURVE TO THE LEFT A DISTANCE OF 31.87 FEET TO A POINT ON THE EAST DIGHT OF WAY LIME OF STATE ROAD NO. 5 (FEDERAL HIGHWAY)AS NOW LAID OUT;SAID CURVE HAVING A RADIUS OF 29.60 FEET, A CENTRAL ANGLE OF 91 DEGREES 17' 55%A CHORD BEARING OF SOUTH 44 DEGREES 35' 53" WEST AND A CHORD DISTANCE OF 28.60 FEET; THENCE RUN NORTH 61 DEGREES 03'04"WEST ALONG SAID EAST RIGHT OF WAY LINE A DISTANCE OF 29.69 FEET TO A POINT OF CURVATURE TO THE NORTHEAST, THENCE RUN ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 19.12 FEET TO THE POINT OF BEGINNING,SAID CURVE HAVING A RADIUS OF 12.00 DEET, A CENTRAL ANGLE OF 91 DEGREES 17' 55", A CHORD BEARING OF NORTH 44 DEGREES 35' 54" EAST AND A CHORD DISTANCE OF 17.16 FEET. o'+X. rA i PURCH j1S17 AND DIWFLOPMENT AGREEMENT Pap 23 of 77 SPECIAL WARRANTY DEED EXHIBIT"B" GRANTEE'S EXISTING PROPERTY Lot 4 1.DEWEY*S SUBDIVISION,according to the Plat thereof.as recorded in Plat Book 1, at Plage 37, of'the Public Records of Palm Beach County. Florida, less and except tile East 25 feet and less and except that part lying within 50 feet of the West line of Section 27,Township 45 South,Range 43 East, Palm Beach County,Florida,and Further less and except that part lying within 45 feet of the center line of'State Road 804 and also lurther less and except that part included in the external area of a 10 foot radius arc which is tangent to a line parallel to and 25 reel West of the East line or Lot 41 and to a fine parallel to and 45 lett North ol'the center line of State Road 804; said lands situate. lying and being in Palm Beach County, Florida. Lots 3 through G. inclusive, FUNK BROTHERS ADDITION. according to [lie Plat thereof, as recorded in Plat Book 2. at Page 13. of the Public Records of'Palm Beach County, Florida, less and except the East 25 reel and the West 50 1'ect thereof, for Road Rights of Way; said lands situate, lying and being in Palm Beach County, Florida. ill accordance with Agreement Plat(Plat Book 10, Page 2), PURCHASE AND DEVELOPMENTAGREEMLN1 Page 24 of 77 SPECIAL WARRANTY DEED EXHIBIT"Cj$ PROJECT SITE PLAN PURCI 1ASE AND DEVELOPMENT ACR[:liMEN f Page 25 or77 us W"Ay 1b I F Ylt p Mij I x I � off of t OF R'G 9"IA 377 I I 1 > COHEN-FREEDMAN•ENCINOSA & ASSOC I Ocean fine na 1t HOMAY. FL Arcb!W4 PA x Uft wm uuali cat PURCHASE AND DLVELOPMENT AGREEMENT Page 26 of 77 SPECIAL WARRANTY DEED EXHIBIT"D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURCHASE AND DEVELOPMENTAGREMENT Page 27 of 77 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter*'Agreement") entered into as ofthe_day of .2 0 17, by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part Ill of the Florida Statutes,(hereinafter referred to as -CRA"). with a business address of 7 10 North Federal Highway, Boynton Beach, Florida 33435, and OCEAN ONE BOYNTON, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail. Suite F-I I Boynton Beach, FI, 33436(hereinafter referred to as the"Developer"), RECITALS WHEREAS, Developer intends to construct the Project which will include a minimum of 231 multi-family units with related amenities and approximately 8,575 square feet of commercial space as depicted in the Site Plan attached hereto as Exhibit "A," (hereinafter referred to as the -Project"): and WHEREAS, the CRA has determined that the Project Furthers the Boynton Beach Community Redevelopment Plan-,and WHEREAS. Developer has the knowledge, ability, skill. and resources to ellectuate tile construction and development of the Project:and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Community Redevelopment Plan; NOW THERIEFORE, in consideration of the mutual covenants and promises set lbrth herein,the sufficiency of which both Parties hereby ackno\vledge, the Panics Agree as rollows: Section 1. Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1, "Base Year" mean the base year for determining Tax Increment Revenue from the Project, PURCHASE AND DEVELO—HINT AGREEMr-Wr Page 28 of 77 2.2 "Benchmarks" shall be (fie various percentage thresholds of occupancy of (fie 8,575 commercial/retail space for any year of the Phase I Term as set lbrill in Paragraph 5.1.6. 2.3 "Certificate of Occupancy" means tile certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that tile same may be used for(tic purposes stated therein. 2.4. "City" means the City of Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Commence Construction" means obtaining an official permit in ]land for any of the construction activities contained herein and beginning to actually dernolisli. excavate or prepare the site for development of the applicable phase or (lie Project in accordance with tile City Code and continuing until completion of' construction of the [,'reject or Phase or the Project as applicable in accordance with the rJorida Building Code. 2.6 "Community Outreach Partner" means the for-profit or non-prafit group or organization selected by Developer with %vliom Developer shall coordinate on tile issues and obligations in this Agreement pertaining to employment of City residents and jobs for Locally Owned Small Businesses. 2.7 "Contractor" means a general contractor, a Subcontractor or any other business entering into a contract with the Developer related to the construction of the Project or part thereof`. 2.8 "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2.9 "Cood Faith Effort" is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set Forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior. lacking heating, ventilating, air conditioning, lighting. plumbing, ceilings. elevators, interior walls, etc. and ready for tenant improvements. 2.11 "Locally Owned Small Businesses" means any business that is wholly owned by individuals Nvho reside in the City. If a business is owned by a corporation, then the corporation most be wholly owned by individuals who reside in the City. 11'(lie business is owned by a partnership or limited liability company,then at least 20%of its partners or members must reside in the City. 2.12 "Minimum Living Wage" means the hourly rate that an individual must earn to support h i 'as or tier Irn i ly if they are tile Sole provider and are working full time(2,080 hours per year) in accordance with Palm Beach County Code Chapter 2. Article IV. Division 3 (the Palm Beach County Living Wage Ordinance).as amended, PURCHASE AND DEVrLOPNIFNT AGREE MENET Page 29 of 77 2.13 "Notionally Recognized High Performance Green Building Rating System" rneans any one of the following: the Florida GrQcn Building Coalition (FGBC) Standards, tile Green Building Initiative's (GBI) Green Globe rating system, tile United States Green Building Council (USGBC) Leadcrship in Energy and Environmental Design (LEED) Standards, or the National Association of Homebuilders(NA 1,113)National Green Building Standards(NGBS), 2.14 "Pledged Project Increment Revenue" means an amount calculated by Multiplying Tax Increment Revenue rrom the applicable phase or the Project by Agreed upon percentage factor as provided for in this Agreement. 2.15 "Property" means the property subject to this Agreernent upon which the Project Z� shall be developed as more particularly described in Exhibit"B," hereto. 2.16 "Site Platt" shall mean the approved Site Plan attached hereto as Exhibit "A." approved by(lie City of Boynton Beach, file # NWSP 16-002, Section 3. Developer's Obligations-and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within two (2)years orthe Fifrective Date ofthis Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as Thase I Irnprovements:": It. Developer shall construct a minimum of 231 multi-family residential units with related amenities. b, Developer shall construct a minimum of 8,575 square feet of commercial/retail space; C. Developer shall construct [larking Improvements,conceptually depicted on Exhibit"C,"hereto, consisting,at a minimum of Fifty(50)public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist ofstructured parking, surface parking. valet parking, mechanical parking. shared parking or any other means as allowed under local city ordinance.Upon completion of the Public Parking. Developer and the CRA shall enter into a Parking Management Agreement to establish the maintenance responsibilities of the CRA for the Public Parking. If a Parking Management Agreement is not negotiated and executed by the Parties within one year of the completion of construction of the Public Parking. either party may request binding arbitration to complete the terms or the Agreement. d. Construction of the multi-fiarnily residential units for the Project shall be in compliance with,qualify for and receive Florida Green Building Certification. PURCHASF AND DEVELOPIMENT AGREEMENT Pale 30 of 77 C. Prior to and during[lie construction of the Project, the Developer shall a I-lire a job placement consultant during the construction period of this Agreement; 0 1-lost a job fair; 0 Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project: 0 Include in all contracts with Contractors requirements that the Contractors use Good Faith EHforts to hire and train City residents to participate in the construction of Phase I ofthe Project; a Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in(lie construction orl'base I of the Project; a Use Good Faith Efrorts to offer permanent job positions resulting frown Phase I ofthe Project to quaJiFied City residents: a Notiry and refer jab training rind job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and willing to provide such training;and 0 Pay or cause to be paid new hires in all permanent positions residing%Othin the City a minimum ofthe Living Wage. Section 4. Annual 11erformance Report, Developer shall annually provide the CRA with all Annual Performance Report rear the Project indicating the status ai'Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for the preceding year.Such report must be submitted to the CRA no later than the]as( day or April for the preceding year in a farm substantially in accordance with the torn attached hereto as Exhibit"D." Section i. Certification Requirements. 5.1 As a condition precedent to its receipt oCany P[edged Project Increment Revenue pursuant to[his Agreement: 5.1.1 Developer must have taken all steps necessary to divide the Property into two separate parcels such that the Phase I Property and the Phase 11 Property have been assigned individual Parcel Control Numbers by the Palm Beach County 11'ropeny Appraiser PURCHASE AND DEMLOPMENT AMLL-NU ' Page 31 or77 and these Parec] Control Numbers have been placed on the Palm Beach County tax rolls and assigned taxable Value prior to the Base Year for each Phase; and 5.1.2 Developer must have timely provided its Annual Performance Report providing evidence of compliance with the requirements of this Agreement as set forth below and evidencing that Developer has paid all property taxes for (lie preceding year; and S.1.3 Upon receipt of the Annual Perl'ormanec Report. 2. the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue fetor that Phase 1, which approval shall not be unreasonably withheld - 5.1.4 The CRA [ins received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year;and 5.1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments i F the Developer fins flai led to meet its obligations under this Agreement or is otherwise in dcl'ault under the terms of this Agreement and has flailed to sufficiently cure the default as provided For herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as,once a default is cured. Developershall continue to receive their Direct Incentive Fundin- for the Project up to the Pledged Project Increment Revenue and any time periods for performance hereunder shall be extended for the same period oftime needed to cure the default, 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy of 8,575 square feet or commercial/retai) space (the "Commercial/Retail Space") for any year of the Phase I Tenn,Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10%Ibr that year of Phase I Term. a. Developer Must certify that 25%of the Coin mercial/Retai I Space has been occupied by commercial/retail tenants by at least the third year orthe Phase I Term as defined herein. Once the 2S% threshold is obtained, whether it be in the First, second or third year, the threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less than?5%. Accordingly,as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once the 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 25% threshold is achieved and each year (hereafter during (lie Phase I Term unless a greater Benchmark is achieved. b. Developer must certify that 50%of the Commercial/Retail Spacc has been occupied by commerciallretaill tenants by at least the sixth year ol-the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year PURCHASE AND DEVELOPMENTAGREEMENT Page 32 of 77 prior to the end of the sixth year or the Phasc I Term,Elie threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less Haan 50%,Accordingly.as long as Developerdid notdchiult underany commercial lease and continues in good faith to re-market the property for lease,once the 50% threshold is satisfied,Developer shall be entitled to[tic Pledged Increment Revenue for(lie year in which the 50%threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved;and c. Developer must certify that 70%of the Commercial/Retail Space has been occupied by the commercial/retail tenants by at least the eighth year of the Phase I Term as defined herein. Once tile 70%threshold is obtained, whether it be in ally year prior to the end of the eighth year of thy: Phase I Term, the threshold shall be deemed satisfied forever,even ifin tile future Elie actual amount occupied thereafter is less than 70%, Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during the Phase I Term. 5.2 Certification. 5.2,1 Dcvclol)ei-shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1 a. and 3.1.Lb. or this Agreement by providing a Certificate of Occupancy for all residential components of [lie Phase I Improvements and Certificate of Completion for all nonresidential components of the Phase I Improvements rrom the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has rnet, its obligation under Section 3.).Lc or this Agreement by demonstrating, that it has constructed the Public Parking and by documenting signage and other means by which these Public Parking spaces are clearly reserved for use by the public and excluded from use by multifamily and commercial units that are part of the Project. 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.I.d of this Agreement by providing proof of receipt of rlorida Green Building Certification. 5.2.4 Developer shall certify in its Annual Performance Report that it has met its obligation tinder Section 3.1.l.c orthis Agreement by: a. Demonstrating that it hired and utilized the services of a Job placement consultant and by reporting the job placement consultant's activities during construction of Phase I of the Project: b, Demonstrating that it held as jub I'air; and PURCHASE AND DEVELOPNICNI AGRETAIENT Page 33 of 77 C. Requiring all Contractors covered by the terms ol'this Agreement to provide annual copies of its records.reports or any other information necessary to monitor compliance with the provisions of Section 3.1,1 e of this Agreement and require all Contractors to submit annual payrolls to tile Developer that include the following information pertaining to all Locally Owned Small Business hired to work on or for Phase I ofthe Project: name, address and the number of hours worked for the period.until a Certificate of Occupancy is issued for at least 90%of the residential units of Phase I of the Project. Section 6. Pledged Project Increment Revenue. 6.1 Formula and Term. 6.1.1 The amount of' the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the rol lowing formula: a. Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years. beginning (lie year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of this Agreement for the Project and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the '*Phase I Term'"). The amount or Pledged Project Increment Revenue due to Developer during the Phase I Term sliall be determined pursuant to the following formula: For Years I — 7 of the Phase I Term, Developer shall receive Seventy-five percent(75%)of the Pledged Project Increment Revenues actually received by the CRA; and For Year 8 of the Please I Tenon,Developer shall receive Fi 11ty percent(50%) of the Pledged Project Increment Revenues actually received by the CRA. b, The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For the Phase I Term,the year prior to commencement of construction of Phase I Improvements on the Property, 6.2 No Prior Pledge or Pledged Project Increment Revenues. 'ne CRA warrants and represents that the Pledged Project Increment Revenues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned,pledged, hypothecated or secured by the CRA car the period covered by term of this Agreement. PURCUIASL AND DEVELOPNIENTAGREBIENT 11fige 34 of 77 6.3 Form of Payment. Payment of shall be in the form ora CRA check made payable to the Developer. No payment made tinder this Agreement shall be conclusive evidence or the performance of this Agreement by Developer, either wholly or in part. and no payment shall be construed to relieve Developer ofobligations tinder this Agreement or to be an acceptance of faulty or incomplete rendition oi'Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this ALlrecincrit shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaid, return receipt requested. The use orelectronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA,such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton Beach Community Redevelopment Agcncy 710 North Federal 1-1ighway, Boynton Beach, Florida 33435 With a copy to: Tara W. Duhy. Esq. Lewis, Longman& Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach. Florida 33401 1 r to Developer.such notice shall be addressed to- Mr. Michael Ross Ocean One Boynton, LLC c/o Gulfstream Property Management 9804 South Military Trial Suite L-I I Boynton Beach. FL 33436 Mr. William Morris Souilicoast Advisors, LLC 777 E. Atlantic Avenue Suite 100 Delray Beach. FL 33483 F. Davis Carnalier Washington Real Estate Partners 1629 K Street N.W, PURCHASE AND DEVELOPMENTAGREEMENT Page 35 of 77 Suite 1200 Washington, DC 20006 With a copy to: Bonnie Miskel, Esq. Gary S. Dunay, r-sq. Dunay, Miskel and Backman. 1,L1' 14 SE 4"'Street Suite 36 Boca Raton, FL 33432 Section 8. Default. The failure ol'Developer to comply with tile provisions set forth in this Agreement shall constitute a deCaull and breach orthis Agreement. If Developer fails to cure tile default within thirty(30) days of notice fro the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9. Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project,or within two(2)years of the Effective Date if tile Developer has failed to commence construction of the Phase I Improvements subject to farce majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to tile other Party upon one or more of(lie following occurrences: a. The default or either Party. if such del'ault is not cured within the time prescribed by this Agreement; b. "flie Parties enter into a mutually agreed upon,written Addendum,the effect of which is to terminate this Agreement. Section 10. Miscellaneous Provisions. 10.1 Waiver. Tile CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to tile development of the Project, Nybether such damage or injury occurs before, during. or after the construction of the Project or the term of this Agreement, Developer hereby forever waives.discharges.and releases the R.A.Cits agents,and its employees. to the fullest extent the law allo%Vs, from any liability ror any damage or injury sustained by Developer. This waiver,discharge,and release specirically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows. 10.2 Indemnification. Developer shall indemnify, save. and hold harmless the CRA, its agents,and its employees from any liability.claim,demand,suit,loss.cost,expense or damage which may be asserted,claimed,or recovered against or from[lie CRA,its agents.or its employees, by reason or 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 tile negligent or wrongful conduct or (lie faulty equipment (including equipment PURCHASE AND DEW3LOPMENT AGREEMENT Paea 36 of 77 installation and removal)orDeveloper. 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 Slat Utes. This paragraph sha I I not be construed to req u i re De ve toper to indemnify the CRA for its own negligence, or intentional acts of[lie CRA, its agents or employees, Each party assumes the risk of personal injury and property damage attributable to the acts or omissions or that party and its officers,employees and agents. 10.3 Assignment, This Agreement may only be assigned by tile Developer to record owners of"(lie Property with the prior written consent of the CRA, which consent shall not be unreasonably withheld. provided, however, that any assignee hereto shall specifically assume all of tile obligations of the Developer under this Agreement. 10.4 Successors and Assigns. The CRA and Developer each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners., successors.executors,administrators and assigns of such other party, in respect to all covenants of' this Agreement. Nothing herein shall be construed as creating any personal liability on [lie part of any officer or agent of(lie CRA,nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against aily person on the basis ofrace, color. relit ion.ancestry, national origin,age, sex. marital status, sexual orientation or disability for any reason in its hiring or contracting practices,associated with this Agreement. 10.6 No Partnership,Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership.joint venture, or ernployce relationship. It is specifically understood that Developer is an independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of (his Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically,the Developer shall: a. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records,provide(lie CRA with a copy of the requested records or allow tile records to be inspected or copied within as reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by la%v. C, Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of tile contract term and following completion of the contract if Developer does not transfer the records to the CRA. PURCHASE AND DfA'EL0PMENTAGRCi:h%Nrr Page 37 oF77 d, Upon completion of the contract. transfer.at no cost, to the CRA all public records in possession of Developer or keep and maintain public records required by the CRA to perform the service, if Developer transfers all public records to the public agency upon completion of the contract, Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon compiction or the contract, Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA*s custodian of public records,in a format that is compatible with the information technology systems orthe CRA, IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway,Boynton Beach,Florida 33435; or Boynton Beach CRA(&bbfl.us. 10.8 Entire Agreement, This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein,are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement, 10.9 Counterparts and Transmission. To facilitate execution.this Agreement may be executed in as many counterparts as may be convenient or required,each orwhich 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 bejoined together and attached to one such original and it shall constitute one and tile 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 al I purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue or the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 10.11 Governing Law, jurisdiction, and Venue. The terms and provisions or this Agreement shall be governed by,and construed and en rorced 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 shal I be Palm Beach County, Florida, for all purposes,to which tile Parties expressly agree and submit. 10.12 Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, , $ AW-1 PURCI JASE AND DEVELOPMENT AGREEMENT Page 38 of 77 and each Party is advised to seek independent legal advice in connection with the matters rercrenced herein, 10.13 Severability. If any part of this Agreement is fiJund invalid or unenforceable by any court, such invalidity or unenforceability shall not affiect (lie other parts of the Agreement if the rights and obligations of the Parties contained herein are not materially prejudiced and if the intentions tat`the Parties can continue to be achieved. To that end. this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion, waive any requirement of Developer contained in this Agreement. 10.15 ComplianceivithLaws. In its performance tinder this Agreement,Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County,City of Boynton Beach.and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become effective upon the date and time the last party executes this Agreement. 10.17 Sur-viva]. The provisions of this Agreement regarding public records, indemnity, and waiver shall survive (lie expiration or termination of this Agreement and remain in full Force and effect. PURCHASE AND DEVELOPMENT AGREEMCNT Page 39 of 77 IN WITNESS OF THE FOREGOING,the parties have set their lends and seals tile day and year I irst above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company By:__ Print Name: PrintName: Title: Print Name: STATE OFFLORA DA SS; COUNTY 01" BEFORE ME. an officer duty authorized by law to administer oaths and take acknowledgments, personally appeared as of OCEAN ONE BOVNTON, LLC, and acknowledged tinder oath that he/she has executed tile foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, for tile use and purposes mentioned herein and that the instrument is the act and deed of OCEAN ONE BOYNTON,LLC. I le/she is personally known to me or has produced as identification, IN WITNESS OF TI IE FOREGOING, I have set my hand and official seal at in the State and County aforesaid oil this day of . 2017. My Commission Expires: Notary PLtbl ic, State or Florida at Large ]REMAINDER OF PACE INTENTIONALLY LEFT BLANK) IC RA SIGNATURE ON FOLLOWING PACE] WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PURCHASE AND DEVELOPMENFAGRCEMENT Page 40 oF77 By: Print Name: Steven Grant.CRA Board Chair Print Name: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of 130YNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that he/she has executed the roregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. Fic/she is personally known to me or has produced as identification. IN WITNESS OFTI IE FOREGOING, I linve set my hand and official sea] at in the State and County aforesaid on this day of . 2017, My Commission Expires: Notary Public, State of lorida at Large PURCHASE AND DEVELOPIVIENTAGREEMENT Page 41 oF77 Exhibit "A" (Project) (see uttached) PURCHASE AND DEVELOPMENT AGREEMENT Page 42 of 77 WAM 00,04 US NWAY A T m W_ SIR A GO 64O Al-WW, ctp -- Ocean One COHEN-FREEDMAN-ENCINOSA A ASSOC, rA K FKXROL_=AY"UM"!!F4Z 11- Archlwt4 PA Maw I W_ Sim bm w"Wnei ukal t4uA,rkvwa 3MA m nd PURC14ASE AND DEV ELOPIVIENTAGREEM ENT Page 43 of 77 Exhibit "B" (Property) (see attached) PURCHASE AND DE VELOPNI ENTAGRELIvt ENT Page 44 of 77 it awn mr, fI#TC1nlI>Ina"oR .A sUIRVE I Yl N I G --M 1�AP,P".I"N 0 Tel:(%Ij 24 1-.9M Cargil;wt oiAiAJm)dzWsn NmLB1264 I=( 9241ZI U SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE I LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSHIP 45 SOUTI 1,..RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, INCLUDING PORTIONS OF LOTS I THROUGH 6, "FUNK BROS, ADDITION TO TI IE TOWN OF BOYNTON", AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PUHLIC RECORDS OF PAI P. BEACH COUNTY, Ff.ORIDA, AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION". AS RECORDED IN PLAT BOOK I AT PAGE 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PACE 2, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 27; THENCE NORTul 89055,38' EAST, ALONG THE NORTH i INE OF SAID SECTION 27, A DISTANCE OF 66,08 FEET; THENCE SOUTH 00'04'22" EAST, A DISTANICE OF 22.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89,55'381, EAST, A DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS Or 25.00 FEET AND A CENTRAL ANGLE OF 880 2052", A DISTANCE OF 38,55 FEET TO THE POINT Or TANGENCY; TI IENCE SOUTH 01,43'30" EAST, ALONG A LINE 15,00 FEET WEST or AND PARALLEt WITH THE EAST LINT: OF SAID LOTS 1 THROUGH 6 AND THE EAST UNE OF SAID LOT 41 A IDISTANCE OF 287.77 FEET, THENCE SOUTH 88",37'13" WEST, A DISTANCE '6F 268.22 FEET, THENCE NORTH 01'23'00" WEST, ALONG A LINE 60,00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID SECTION 2/. A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS or 25.00 rFFT AND, A CENTRAI. ANGLE OF 91'18-38", A DISTANCE Or 39,B4 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF 80YNTON BEACH,PALMI BEACH COUNTY,FLORIDA, AND CONTAIN 83,950 SQUARE FEET, MORE OR LESS, NOTES 1, REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND FHL ORIGINAL RAISED SEAL OF A FLORIDA LiCLNSEL, SURVEYOR AND MAPPER, 2. NO SEARCH OF THE PUBLIC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION 3. BEARINGS SHOWN HEREON ARE DASED ON THE WEST LINE OF IHL NORTHWEST ONE- QUARTER OF SECTION 27,HAVING A BEARING OF NORTH 01'23'00" WEST,ACCORDING TO THE STATE PLANE COORDINATE SYSTEM,STATE OF FLORIDA,EAST ZONE,NORTH AMERICAN DATUM OF 1983, 1990 ADJUSTMENT CERTIFICATION IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 61C17-6,FLORIDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472.027,FLORIDA STATUTES.AND THAT SAID SKETCH AND DESCRIPTION IS TRUE AND CORRECT TO Tht BEST Of MY K14OVILEDGE AND BELIEF AS PREPARED UNDER MY DIRECRON. SURVEYOR AND MAPPER FLORIDA LICENSE NO,LS5111 Mme"... OcEm OK 08/26t2DR 24-No Jv TD SHCET 1 OF 2 PURCHASE AND DEVrL 0Pf'viNNT AGREEMENT Page 45 of 77 SKETCH AND LEGAL DESCRIPTION W 1 d'R ER (NOT A SURVEY) � SECTION 27;45-43 {NOT FUN1189°55'38"I: 86.D8' .._..,. p BOYNTON BEACH BOULEVAR P.Q.$. N LIME SECTION 27-45-43 r N89`55`38"E 216.56' r�yy��yy' yy�� rys� p� L•38.55° � - OOO 04'2 "e" Z..�,. :'`=.y.. _. D-88'20'52" ^p. LCAT 1 -�[� R-25.00' A/W A"6.-NMEN�T.� 60 L*39.$4' (OR13 9016,PG.975 — p D-914 18'38" LOT 2 I F FSR. I_ZEMtT _ 6 (ORB 19494,E G.1699)c: td LC37 3 AGREEM'EN'T PLAT" LOT 4 a ry (P.B. 10i PG,2) EPt "FUNIC 13T�17S. AL4C1STiDIV' LA O T 5 0 >0 LOT 6 rn S88°37"13i�W 268.22' i a" DEDIC.ATEO t E y IW W Q "AGREEMENT PLAT"" 4 s. i M 10,PG. 2) 100 LOT 41 '. "DEWEY`'S 5UBDIv 1511 1~1" (P.B. 1,P . 37) 1 w ABBREVIA fC� 18 L "CURGIN B DELTA BCEl9Ti3AL ilOLE) a sB. LICENSED BUSINESS L.S. LECUMD S11MYOR U.lI.i4. OFFICIAL IRECOgDS BOX P-0-0. POINT Of BEGINKI[G L --F.o C. P31NY OF COWTUCEWENT x P.B, PLAT BIIIlA I . LINE LOT 41 P.Ut C.R... . PALM BEAN COI#I3TY RECORDS_®".——.,.....— _ ..... . . ,....... PG. i PACE �._....�..... P.5-w- PBRO!'ESStDUALAacPPEn SUAVEYOR ULAN AtlENUE{ R Bf.TA�.,�-� Rfe RIuv-ot•wAY F@, Tk417' I 0-rntse3 14wi MEAN MEqrG IV#' A H '4CALEi __ "• _. .cac1a c i TP erA'ci 08P7SP20t7 7.OF 2... ;. 4 �ItHt v 1 PURCHASE AND D EVE LOPMENTAGRE EMENT Pagc 46,[77 Exhibit "C" (Public Parking) (see attached) � o ! f p y �$ c e - _ + Sigel ton, i 0 OIL 1 � u LL JOLtO ec! LN3-k':IUDV.1.NRU01WIC)(INV 3SVIIJ-d,l! PURCHASE AND DCVELOPMENT AGRi�laleIENT Page 48 of 77 EXHIBIT"D" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Date Prior to and during the construction of Phase I(if applicable): 1. Hired job placement consultant on 2, Hosted a job fair on 3. Noticed through the Community Outreach Partner,availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement In subcontractor's contracts to hire and train local residents 5. Provided list of job positions and descriptions to Community Outreach Partner 6. Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living wage on Prior to and during the construction of Phase 11(if applicable): 1. Obtained approval for a 100-room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces(identifying the public parking spaces)on Post construction Certification requirements Phase I certification(if applicable): 1. Provided Certificate of occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on PURCHASL AND DEVr;,].OPN-IENI'A(]Rr,[:-'Mr,.Nl' Page 49 of 77 2. Provided a Certificate of Completion for the Project's 8,575 square feet of commercial is completed as a Grey Shell on 3. Provided certificate of completion of the 50 Phase I public parking spaces on 4Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System an P URCI I ASE A ND DEVELOPM ENT AGREEMENT Page 50 of 77 SPECIAL WARRANTY DEED EXHIBIT"E" PUBLIC PLAZA PURCHASE AND DEVELOPMENT AGREEMENT 'age 51 of 77 i �f 1f s 6 t t k PURCHASE AND 1XVELOPMENTAGREEMENT Pagc 52 of 77 EXHIBIT"'D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURMASE AND DEVUOMMEWAGR[ ME I' Pap 53 of 77 TAX INCREMENT IREVENUE FUNDING AGREEMENT This Tax increment Revenue Funding Agreement(hereinafter"Agreement")entered into asofthe-day of 2017, by and between: BOYNTON BEACH COMMUNITY ]REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163. Part Ill of the Florida Statutes,(hereinafter referred to as "CRA"),with a business address of 710 North Federal I I ighwiy, Boynton Beach, Florida 33435, and OCEAN ONE BOYNTON, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail, Suite E-1 1. Boynton Beach, Fl.- 33436(hereinafter referred to as the"Developer"). RECITALS WHEREAS, Developer intends to construct the Project which will include a minimum or 231 multi-lamily units with related amenities and approximately 8,575 square feet orcommercial space as depicted in the Site Plan attached hereto as Exhibit "A," (hereinafter referred to as the "Project");and WHEREAS, the CRA has determined that the Project furthers the Boynton Beach Community Redevelopment Plan;and WHEREAS, Developer has the knowledge, ability, skill, and resources to efibctuatc the construction and development orthe Project:and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Community Redevelopment flan;: NO THEREFORE, in consideration of tile mutual covenants and promises set forth herein, (fie sufficiency of which both Parties hereby acknowledge.the Parties Agree as follows; Section 1, Incorpgration. The recitals above and all other information above are hereby incorporated herein as if fully set forth. Section 2. Definitions.. As used in this Agreement, the following; terms shall have the following meanings, which shall apply to words in both the singular and plural forms of such words: 2.1. "Base Year" mean the base year for determining Tax Increment Revenue from tile Project. PURCHASE AND DEVELOPMENT AGREEMENT Pa-C 54 of 77 2.2 "Benchmarks" shall be the various percentage thresholds of occupancy or tile 8,575 commercial/retail space for any year of the Phase I Term as set forth in Paragraph 5..1.6, 2.3 "Certificate of Occupancy" means the certifcate issued by tile City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that the same may be used for the purposes stated [herein, 2.4. "City" means tile City of'Boynton Beach, Florida. 2.5. "Commencement of Construction" or "Commence Construction" means obtaining an official permit in hand for any of'the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordnnee with tile Florida Building Code. 2.6 "Cocumunity Outreach Partner" means (lie for-profit or non-profit group or organization selected by Developer with whom Developer shall coordinate on tile issues and obligations in this Agreement pertaining to employment or City residents and jobs for Locally Owned Small Businesses. 2.7 "Contractor" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction orthe Project or part thereof. 2.8 E ffective Da te"shall rrican the date the last party to this Agreement executes this Agreement. 2.9 "Good Faith Effort" is considered to have been made when the respective parties lave used reasonable rricans to comply with tile associated directives and/or provisions set forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior, lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings. elevators, interior walls, etc. and ready for tenant improvements, 2.11 "Locally Owned Small Businesses" means any business that is wholly owned by individuals who reside in the City. If a business is owned by a corporation, then tile corporation must be wholly owned by individuals who reside in the City, If the business is owned by a partnership or limited liability company,then at least 20%of its partners or members must reside in the City. 2.12 "Minimum Living Wage" means the hourly rate that an individual must earn to support his or her family if they are the sole provider and are working full time (2,080 hours per year) in accordance with Palm Beach County Code Chapter '—). Article IV. Division 3 (tile Palm Beach County Living Wage Ordinance),as amended. PUM[ASE AND DE VELOPIMENT AGREEMENT Pav 55 of 77 2.13 "Notionally Recognized High Performance Green Building Rating System" means any one of the following. the Florida Green Building Coalition (FGBC) Standards, the Green Building Initiative's (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Standards, or the National Association ofHomebUilders(NAHB)National Green Building Standards(NOBS). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.15 "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit"B," hereto. 2.16 "Site Plant' shall mean the approved Site Plan attached hereto as Exhibit "A," approved by the City or Boynton Beach. file#NWSP 16-002, Section 3. Developer's ObligationsandCovenants, 3.1 Construction of the Project, Developer agrees to Commence Construction of the Project within two(2)years ol'the Effective Date of this Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as"Phase I Improvements:": r: Developer shall construct a minimum of 231 multi-family residential units with related amenities. 9. Developer shall construct a minimum of 8,575 square feet of commercial/retail space: h. Developer shall construct Parking Improvements,conceptually depicted on Exhibit,"C,"hereto,consisting,at a minimum of Fifty(50)public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking. shared parking or any other means as allowed under local city ordinance, Upon completion of the Public Parking, Developer and the CRA shall enter into a Parking Management Agreement to estabi ish the maintenance responsibilities of the CR A for the Public Parking. If Parking Management Agreement is not negotiated and executed by the Parties within one year of the completion or construction of the Public Parking. either party may request binding arbitration to complete the terms of the Agreement. i. Construction of the multi-family residential units for the Project shall be in compliance with, qualify for and receive Florida Green Building Certification. PURCHASE AND DEVELOPMENTAGREZMEN T Pap 56 of 77 j. Prior to and during the construction of(lie Pruject. the Developer shall W I lire a job placement consultant during the construction period of this Agreement: 0 I-lost a job fair; 0 Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project. a Include in all contracts with Contractors requirements that the Contractors use Good Faith Efrorts to hire and train City residents to participate in the construction of Phase I o f the Project; o Provide a list orjob positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of Phase I of the Project. 0 Use Good Faith Efrorts to offer permanent job positions resulting from Phase I orthe PrcJect to qualified City residents: 0 Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each are able and wil I ing to provide such training;and a Pay or cause to be paid ne%v hires in all permanent positions residing within the City a minimum orthe Living Wage, Section 4, Annual Perfarmance Report. Developer shall annually provide (lie CRA with an Annual Performance Report For the Project indicating the status or Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property(axes for the Property for the preceding year,Such report must be submitted to [lie CRA no later than the last day of April for the preceding year in a form substantially in accordance %vith the form attached hereto as Exhibit'T." Section 5. Certification.Rg9girements. 5.1 As a condition precedent to its receipt of any Pledged Project Increment Revenue pursuant to this Agreement: 5.1.1 Developer must have taken all steps necessary to divide the Property into two separate parcels such that the Phase I Property and the Phase 11 Property have been assigned individual Parcel Control Numbers by the Palm Beach County Property Appraiser PURCHASE AND DEVELOPNIENT AGREEMENT Page 57 of 77 and these Parcel Control Numbers have been placed oil the Palm Beach County tax rolls and assigned taxable value prior to tile Base Year for each Phase;and 5.1.2 Developer must have timely provided its Annual Performance Report providing evidence of compliance with the requirements or this Agreement as set Forth below and evidencing that Developer has paid all property taxes for tile preceding year; and 5.1.3 Upon receipt of the Annual Performance Report. 2, the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent fear receiving Pledged Increment Revenue for that Phase 1, which approval shall not be unreasonably withheld , 5,11.4 The CRA has receivedTax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year-,and 5.1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments it the Developer has failed to meet its obligations under this Agreement or is otherwise in derault under the teres of this Agreement and has failed to sulliciently cure tile default as provided for herein after appropriate notice or such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event file Developer is in default of this Agreement so long as,once a default is cured. Developer shall continue to receive their Direct Incentive Funding for the Project Lip to tile Pledged Project Increment Revenue and any time periods for perrormiince hereunder shall be extended for the same period or time needed to cure the default. 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy of' 8.575 square feet of commercial/retail space (tile "Coin mere in I/Reta i I Space")forany year ofthe Phase I Term,Developer's percentage of tile Pledged Increment Revenue to be paid to Developer shall be reduced by 10%For that year of the Phase I Term, d. Developer Must certify that?5%of the Commercial/Retail Space has been occupied by coin mercial/reta i I tenants by at least the third year of tile Phase I Term as defined herein. Once the 25%threshold is obtained, whether it be in the First, second or third year, the threshold shall be deemed satisfied forever,even ir in the future the actual amount occupied thereafter is less than 25%. Accordingly,as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once tile 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue ror the year in which the 25% threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; el Developer must certify that 50%of the Commercial/Retail Space has been occupied by commercial/retai I tenants by at least the sixth year ofthe Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year PURCHASE AND DEVELOMMENTAGREEMEN F Page 58 oF77 prior to the end o r(lie sixth year of the Phase I Term,11,ic threshold shall be deemed satisfied forever, even if in (lie suture the actual amount occupied thereafter is less than 50%.Accordingly.as long as Developer did not default Linder any commercial lease and continues in good Faith to re-market the property for lease,once tile 50% threshold is satisfied, Developer shall be entitled to the Pledged Increment Revenue for[lie year in which the 50%threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; and f. Developer must certify that 70% of the Commercia VRetail Space has been occupied by the corn merciallreta i I tenants by at least the eighth year o r tile Phase I Terni as defined herein. Once the 70%threshold is obtained,whether it be in ally year prior to the end or the eighth year of the Phase I Term, the threshold shall be deemed satisfied forever.even ifin the future the actual amount occupied thereafter is less than 70%. Accordingly, as long as Developer did not default under any commercial lease and continues in good Ibith to re-market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during the Phase I Term. 5.2 Certification. 5.2,1 Developer shall cerdry in its Arinual Performance Report that it has rnet its obligation under Section 3,1.1 a. and 3.1.I.b. of this Agreement by providing a Certificate of Occupancy for all residential components of the Phase I improvements and Certificate of Completion for all nonresidential components of tile Phase I improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of all Phase I improvements have been placed oil the Palm Beach County tax rolls for tile Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has met its obligation Linder Section 3.1.I c of this Agreement by demonstrating that it has constructed the Public Parking and by documenting signage and other means by which these Public Parking spaces are clearly reserved for use by the public and excluded from use by Multifamily and commercial units that are part orthe Project, 5.2.3 Developer shall confirm in its Annual Performance Report that it has met its obligation Linder Section 3.1 I.d of'this Agreement by providing proof of receipt or Florida Green Building Certification. 5.2.4 Developer shall certify in its Annual Performance Report that it has met its obligation Linder Section 3,1.I.e ofthis Agreement by: a. Demonstrating that it hired and utilized (lie services of a job placement consultant and by reporting the job placement consultant's activities during construction of Phase I of the Project: b. Demonstrating that it held a job rair; and IWWA! PURCHASE AND DEVELOPMENT AGRrUMENT Page 59 of 77 c. Requiring all Contractors covered by the terms of this Agreement to provide annual copies of its records, reports or any other information necessary to monitor compliance with the provisions of Section 3.1.1 e of this Agreement and require all Contractors to submit annual payrolls to the Developer ileal include the fiollowing information pertaining to all Locally Owned Small Business hired to work on or for Phase I of the Project: name,address and the number of hours worked for the period.until a Certificate of Occupancy is is-sued for at least 90%orthe residential units of Phase I of the Project. Section 6. Pledged ProjectIncreineut Revenue. 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following formula.- C. Developer shall receive Pledgcd Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 of dais Agreement for the Project and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the '-Phase I Term"), The amount of Pledged Project Increment Revenue due to Developer during the Phase I Term shall be determined pursuant to the following formula: For Years I - 7 of the Phase I Term, Developer shall receive Seventy-five percent(75%)of the Pledged Project Increment Revenues actually received by the CRA: and For Year 8 of the Phase I Terni, Developer shall receive Fifty percent(50%) of the Pledged Project Increment Revenues actually received by the CRA. d. The Base Year for determining Tax Increment Revenue from the Project shall be as follows: For[tic Phase I Term.the year prior to commencement of construction of Phase I Improvements on the Property. 6.2 No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not the subJect of any prior pledge by the CRA and agrees that such revenues shall not be assigned,Pledged.hypothecated or secured by the CRA for the period covered by term ol"this Agreement. PURCHASE AND DEVC-I.OPiMEi\'I'AG[tLEfvlE?N'I' Pate 60 of 77 6.3 Form of Payment. Payment ofshall be in the form of a CRA check made payable to the Developer. No payment made Linder this Agreement shall be conclusive evidence or the performance of this Agreement by Developer, either wholly or in part, and no payment shall be construed to relieve Developer of obligations Linder this Agreement orto be an acceptance of faulty or incomplete rendition of Developer's obligations under this Agreement. Section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail. postage prepaid. return receipt requested. The use of electronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton Beach Community Redevelopment Agency 7I Noah Federal flighway, Boynton Beach, Florida 33435 With a copy to: Tara W, Duhy, Esq. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 ll'to Developer, such notice shall be addressed to: Mr, Michael Ross Ocean One Boynton.LLC c/o Gulfstream Property Management 9804 South Military'Frial Suite E-1 I Boynton Beach, FL 33436 Mr. William Morris Southcoast Advisors, LLC 777 E. Atlantic Avenue Suite 100 Delray Beach, I-L 33483 F. Davis Camalier Washington Real Estate Partners 1629 K Street N.W. PURCHASE AND DEVELOPMENT AGRF'E'NIENT Page 61 of 77 Suite 1200 Washington, DC 20006 With a copy to: Bonnie Miskel. Esq. Gary S. Dunay, Esq, Dunay, Miskel and Backman, LLP 14 SE 4"'Street Suite 36 Boca Raton, FL 33432 Section 8. 12gfoul . The failure of Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach ofthis Agreement. IrDeveloper fails to cure the default within thirty (30)days of notice From the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease, Section J. Termination. Unless earlier terminated pursuant to the terms herein. this Agreement shall automatically ten-ninate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project,or within two(2)years ofthe Effective Date if tile Developer has railed to commence construction oll'thc Phase I Improvements subject to force majeurc. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more or the following occurrences: C, The default of either Party, if such del-ault is not Cured within the time prescribed by this Agreement; d. The Parties enter into mutually agreed upon,written Addendum,the cNect of which is to terminate this Agreement. Section 10. Miscellaneous Provisions, 10.1 Waiver. Tile CRA shall not be responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development or the Project, whether such damage or injury occurs before, during, or after the construction of(lie Project or the term of this Agreement. Developer hereby forever waives,discharges.and releases (lie CRA. its agents, and its employees,to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer. This waiver,discharge,and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the IaNv allows, 10.2 Indemnification. Developer shall indemnify. save. and hold harmless the CRA. its agents,and its employees from any liability.claim,demand,suit, loss.cost,expense or damage which may be asserted,claimed,or recovered against or from the CRA,its agents,or its employees. by reason of any property damages or personal injury, including death. sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment (including equipment PURCHASE AND DEVELOPMENTAGREEMENT Pogo 62 of 77 installation and rernoval) of Developer. Nothing in this Agreement shalt be deemed to a 1'rect the rights, privileges, and SOVCTCigr) irrallUnitieS Of the CRA as set forth in Section 76 .28, Florida Statutes, This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence, or intentional acts or(lie CRA, its agents or employees, Gael party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers,employees and agents. 10.3 Assignment. This Agreement may only be assigned by tile Developer to record owners of the Property with the prior written consent of(lie CRA, %;hich consent shall not be unreasonably withlield, provided, however, that any assignee hereto shall specifically assume all of the obligations of the Developer under this Agreement, 10.4 Successors and Assigns, The CRA and Developer each binds itself and its partners, successors. executors, administrators and assigns to the other party and to the partners, successors,executors,administrators and assigns ol'such other party, in respect to all covenants of this Agreement.Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CRA.nor shall it be construed as giving any rights or benefits hereunder to anyone other than tile CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race,color. religion, ancestry, national origin. age.sex. marital status. sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 10.6 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that Developer is oil independent contractor and that no employe r/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply with Florida's Public Records Law. Specifically,the Developer shall: C. Keep and maintain public records required by the CRA to perform the public services provided for in this Agreement: 171 Upon request from the CRA's custodian of public records.provide the CRA with a copy of(lie requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 9. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for tile duration of the contract term and Following completion of the contract if Developer does not transfer the records to the CRA. PURCHASE AND DEVELOPMUNT AGRUNIFNT Page 63 or 77 h. Upon completion of the contract, transfer, at no cost, to the CRA all public records in possession ol'Developer or keep and maintain public records required by the CRA to perform the service, If Developer transfers all public records to the public agency upon completion of the contract. Developer shall destroy ally duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract. Developer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA,upon request from the CRA's custodian orpublic records.in a format that is compatible with the information technology systems of the CRA IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO DEVELOPER"S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway,Boynton Beach, Florida 33435;or Boynton BeachCRA(tcbbMus. 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein, No terms herein may be altered,except in writing and(lien only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations. of any kind or nature, oral or written, concerning the subject matter expressed herein,are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 10.9 Counterparts and Transmission. To facilitate execution.this Agreement may be executed in as many counterparts as may be convenient or required,each of which shall be deemed an original, but all of which together shall constitute one and [lie 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,c., via facsimile or pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any or the parties by virtue of the fact that one party or its attorney draflcd all or any part thereof. Any ambiguity round to exist shall be resolved by construing the terms or this Agreement fairly and reasonably in accordance with the purpose of this Agreement, 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of'l-lorida and the United States of America, without regard to conflict of law principles. Venue nand jurisdiction shall be Pagan Beach County, Florida. for all purposes,to which (lie Parties expressly agree and submit. 10.12 Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, PURCHASE AND DEVELOPMENT AGREEMENT Page 64 of 77 and tach Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13 Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity Or Linen forceabi I ity shall no( affect the other parts of the Agreement if' the rights and obligations of the Parties contained herein are not materially prejudiced and if(lie intentions of the Parties can continue to be achieved. To that end. this Agreement is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sale and absolute discretion,waive any requirement of Developer contained in this Agreement. 10.15 Complianecwith ll-,aws. In its performance under this Agreement,Developer shall comply with all applicable federal and state laws and regulations and all applicable [pales Beach M County, City of Boynton Beach,and CRA ordinances and regulations, 10.16 Effective Date. This Agreement will become of upon the date and time the Iasi party executes this Agreement, 10.17 Survival. The provisions of this Agreement regarding public records. indemnity, and waiver shall survive the expiration or termination of this Agreement and remain in full force and effect. PURCHASE AND DCV CLOPMENTAGRLE M ENT Page 65 or 77 IN WITNESS OF THE FOREGOING, the parties have set their lands acid seals the day and year first above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company By: Print Name: Print Name: Title: Print Name- STATE OF FLORIDA SS: COUNTY OF BEFORE ME, an officer duly authorized by lmy to administer oaths and take acknowledgments, personally appeared as of OCEAN ONE BOYNTON, LLC. and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, for Elie use and purposes mentioned herein and that the instrument is the act and deed of OCEAN ONE BOYNTON,LLC. He/she is personally known to me or has produced as identification. IN WITNESS OF THE FOREGOING. I have set my hand and official seal at in the State and County aroresaid on this day of . 2017, My Commission Expires: Notary Public. State of Florida at Large IREMAINDER OF PAGE INTENTIONALLY LEFT BLANKI [CRA SIGNATURE ON FOLLOWING PAGE1 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PURCHASE AND DEVELOPMENT AGREEMENT Page 66 of 77 By: Print Name; Steven Grant.CRA Board Chair Print Name: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, an officer duty authorized by IaNv to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, and acknowledged under oath that lie/she has executed the foregoing Agreement as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACI I COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known to me 01' has produced as identification. IN WITNESS OF THE FOREGOING, I have set my hand and official seal sat in the State and County aforesaid on [his day of 2017, My Commission Expires: Notary Public,State of Florida at Large PURCHASE AND DEVELOPMENT AGREEMNT Ilage 67 oF77 EvIdbit "A" (Project) (Nee attached) PURCHASE AND DEVELOPMENT AGREEMEN'J" Page 68 oF77 FWAR ftv&4 us Namy PA I fT Tww 13 ti ED I fit- -m It 0,111 IN 1r 1" Not I a>1 I " th anOneCOHEN-FREEDMAN ENCINOSA & ASSOC M It FEDER&HOWAY.BMW=BEACR FL AmbilecK PA bBaw LEVEL PLA4 , IN,W. IAU.1 Ut-N MAW. 33014 30d LT96 Ym 11URCHASE AND DEVELOPIMENT AGREEMENT Page 69 of 77 Exhibit "B" (Property) (see attached) PURCHASE AND DEVELOPIMENTAGRECMENT Page 70 of 77 VL%M,ie 047 rjNmmlo Rw Tat(561)241-99e8 SURVEYING & MAPP Caiffl,pin olAiAluiaion No.LWAAP Fej:§61241-5192 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSHIP 45 SOUTH,RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, INCLUDING PORTIONS OF LOTS I THROUGH 6, "FUNK BROS. ADDITION To THE TOWN OF BOYNTON-', AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PUBLIC RECORDS OF PA-MF BEACH COUNTY, F1 ORIDA. AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION", AS RECORDED IN PLAT BOOK I AT PAGE 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PACE 2, AND BEING MORE PARTICULARLY DESCR;BED AS FOLLOWS1 COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 27; THENCE NORTH 89*55'38' EAST, ALONG THF NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET; THENCE SOUTH 00'04'72" EAST, A DISTA14CE OF 22.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89"55',3$" EAST, A DISTANCE OF 216,56 FEE] TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHTi THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADUS Or 25.00 FEET AND A CENTRAL ANGLE Or 880 20'52", A DISTANCE OF 38,55 FEET TO THE POINT OF TANGENCY; 71 IE'NCE SOUTH 01,43,3011 EAST, ALONG A LINE 15.00 FEET WIEST or AND PARA110 WITH THE EAST I INE OF SAID LOTS I THROUGH 6 AND THE EAST LINE OF SAID I OT 41, A DISTANCE OF 287.77 FEET; THENCE SOUTH 88'37'13" WESI, A DISTANCE OF 268 22 FEET. THENCE NOR!H OP 23-00" WEST, ALONG A LINE 60.00 FEET EAST OF AND PARALLEL WI I'H THE WEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RICK; THENCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS or 25.00 FEET AND A CENTRAI ANGI,E OF 910 18'38", A DISTANCIF Or 39,84 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH,PALM BEACH COUNTY, FLORIDA, AND CONTAIN 83,950 SQUARE FEET,MORF_ OR LESS. NOTES I. TIEPRoDumoNs or THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICtNSEL SURVEYOR ANT) MAPPFR, 2. 'HCl SEARCH OF THE PUAJIC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION, 0L.BEARINGS SHOWN HEREON ARE OASED ON THE WEST LINE OF IF E NORTHWEST ONE- TER OF SECTION 27.HAVING A %,ARING OF NOR tH 02'23'00" VIE ST,ACCORDING To THE STATE PLANE COORMNATE SYSTEM.STATE OF FLORIDA,EMT ZONE,NORTH AMERICAN DATUM OF 1983, 1900 ADJUSTMENT CERTIFICATION THEREBY CERTIFY THAT THE SKETCH AND DESCRMVIDN SHOWN HEREON COMPLIES WITH 5TANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 61017-6,FLORIDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472.027,FLORIDA STATUTES,AND THAT SAID SKETCH AND DESCR-PTION IS TRUE AND CORRECT TO THE 13EST OF MY KNOWLEDGE AND BELIEF AS PREPARED UNDER My DIRECrION. SURVEYOR AND MAPPER FLORIDA LICENSE NO.LS5PI ,.Taal 0# 1 vc[Ni WE 12612017 166 009 al. 4'1a isA TD mi toF 2 PURCHASE AND DEVELOPMENT A REEMEW Page 71 oF77 P.O.C. SKETCH AND LEGAL, DESCRIPTION NW CORNER (NOT A SURVEY) SECTION 27-45-43 MOT FOUND) N894 551381,E 86.08" BOYNTON BEACH BOULEVALt � �� N UNE SECTION 27-X15-43 .. . 8:25.0 N89.5 ' 16,56" L-3B.55 SOO*04.2 "E � T�- 0.1 8"20'52. ,1 22.111}' ....: .� ��- 1 LST 1 �� J .. E R-25.11 ' r .�.vDONMENT L-39.841380(ORB 29©16,PG.'975) 1.91`18' ' .,. LOT 2 " -F-WL- EAS&ENT (ORB 19094,PG. 1699) LOT 3 _ ",AGREEMENT PLAT" �: ' (P.B. 10,PG. 2) LOT 4 % 4-I;Z "FUNK BROS. AMMON W rn rn L41 Z 07 5o 0 LOT6 - caterot r G.I. W 5880 37'13"W 268.22' IW 1 10'R/W T BE DED°GATEDn 11 a 10. s �, Irn "AGREEMENT PLAT" 1P,B. 10, PG.21 4 LDT 41 VEWEVS SUBDIVISION" —� 1P.B. 1" PG, 371 °ABBREVIATIONS aDELTA IMITRAL ANGLES L.B. LICENSEO BUSINESS L.S. LICENSED SMVE VCR 0 x.11. 0,:FICIAL RECO;tUS BUOY. P31fif OF-REGINN1114 G7 r°,b. •. PLAf Am Lr�A S LINE LOT 41 F.U.c.s. f°Atm"Asir couRrt PEC C - _ _ PC. PACE .—..,. ..° ..�......E('S,R ..4.. P.S.r1.. _ PriaiESSIBNAt St1Rr±"oft i. �10EAN AVENUE(BR 13t14� r#�1� �r�rlr�IR•wtr W. 04115 FPG�Y/I k6 l Gum W fill 45" YCN.'jX }`' '. t PURCHASE� AND DEVELOPMENT AGREEMENT Page 72 of 77 Exhibit "C" (Public Parking), (see attached) ME --- — - I iia -� 1, WE N R'd tl tl 9 C) 00 PURCI IASE AND WVELOPMENTAGREENIENT Poge 74 of 77 EXHIBIT"0" ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Date Prior to and during the construction of Phase I(if applicable)- 1. Hired job placement consultant on 2. Hosted a job fair on 3. Noticed through the Community Outreach Partner,availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement in subcontractor's contracts to hire and train local residents S. Provided list of job positions and descriptions to Community Outreach Partner 6Receipt of written confirmation from the contractor and subcontractors of the requirement to use minimum living enrage on Prior to and during the construction of Phase 11(if appllcable), 1. Obtained approval for a 100-room hotel on 2. Provided written confirmation of approval of the 50 additional public parking spaces(identifying the public parking spaces)on Post construction certification requirements Phase I certification(if applicable): 1, Provided Certificate of occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on PURCHASE AND DT; LLOPPAI"NTAGREUMENT Pagc 75 of 17 2. Provided a Certificate of Completion for the Project's 8,575 square feet of commercial is completed as a Grey Shell on 0 3Provided certificate of completion of the 50 Phase I public parking spaces on 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System on 14 Ali I" PURCHASE AND DEVELOP ENTAGREEMENT Page 76 of 77 EXHIBIl"T" THE PLAZA DEVELOPMENT PLAN PURC'i ASE AND DEVELOPMENT AGREL EEe~T Page 77 or 77 re , - 9 I Ifl 7 Tto j N r ww < 4 tcZ m m - i:, fill I �01 � LL� { u Ul r l i •a� { U i Ll X A {> e _ Yp 1 FI 4` � 1 1 S4 Pt14 r 4 4 Xlp��tAIYSt,}1 t �I tt �v �7 l- Jr to �srl�tt 4 W{ to �ttri 4 �411t r i i a= 4 ts; t„ la �r. 4-4 tD� p i X"47 q . lis to, 1p4 r � e tf t, f z 4 �If pr Vl p4p ak p" p ,L z �w� P 1 fP 0 � r � ,t da r 1'�f til�";3V� ,I[ `1i A s s4a4s s ` i �r 0 If � 41 �i � �'4if}s 01 4s rhe Ail IP � ah r�J" s ke 1 4 4➢ j.....4Sy..;"r 4��! i `k� � z 4 �; �� rr 10°,i,4�` s `tt '4 , al 4111, s 4 Ell VFlsPi�.a O Ft £Av41t1 ��ns�tu! W 6 w INQ FR'A ! Tf C t tsst slu 'A 41 i �' »'—`I4"��s 'j�is{u Isc n hk it k�ia �,r® .VJ Aig aj W . ML k� e � m ter. aE R a pq � e �`" 10 REA 6 F u u a 9 � Y in1 tk n• , $ j i1 1 r �.r r�'• i i 14 1 a,ry 1 i 1 arw OCUN An" E-4 r a 5 a r r 1 ,fit-i.• E63 ; � i 1 °'" 0 - D � .. c n � TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement(hereinafter"Agreement")entered into asofthe_Ltt_dayof lnouk44 - 20likbyandbetween: I QF4 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III of the Florida Statutes,(hereinafter referred to as "CRA"). with a business address or710 North Federal Highway, Boynton each. Florida 33435. and OCEAN ONE BOYNTON, LLC, a Florida limited liability company. with a business address or c/o Washington Real Estate Partners, LLC. 9804 South Military Trail. Suite E-11. Boynton Beach,FL 33436(hereinafter referred to as the 6'Dcveiopce*). liECIT*ALS WlIEREAS, Developer intends to construct the Project which will include a minimum or 231 multi-family units with related amenities and approximately 8.575 square reet or commercial space as depicted in the Site Plan attached hereto as Exhibit"A,"(hereinafter referred to as the"Prajece'):and WHEREAS.the CRA has determined that the Project rurthers the Boynton each Community Redevelopment Plan;and WHEREAS,Developer hast knowledge,ability,skill f.and resources to effectuate the construction and development of the Prcject-,and WHEREAS,the CRA has determined that a public-privatc partnership in which the CRA provides Tax Increment Revenue Funding ror the Project will further the goals and objectives or the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set north herein.the sun ciency or which both Parties hereby acknowledge.the Parties Agree as rollows: cation 1, l,neorLIoration. The recitals above and all other inrannation above are hereby incorporated herein as if fully set forth. Saction Z. efinitions. As used in this Agreement, the following terms shelf have the rollowing meanings. which shelf apply to words in both the singular and plural for or such words: 2.1. "Base Year"mean the base year for determining Tax Increment Revenue from the Project. 2.2 "Benchmarks" shall be the various percentage thresholds or occupancy or the 8.575 commercial/retail space for any year or the Phase I Term as set forth in Paragraph 5.1.6. 2.3 "Certificate of Occupancy"means the certificate issued by the City pursuant to the City or Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirements and that the some may be used for the purposes stated therein. 2.4. "City"means the City of Boynton Beach. Florida. 2.5. "Commencement of Construction" or "Commence Construction" means obtaining an official permit in hand lor any or the construction activities contained herein and beginning to actually demolish, excavate or prepare the site for development of the applicable phase or the Project in accordance with the City Code and continuing until completion or construction of the Project or Phase or the Project as applicable in accordance with the Florida Building Code. 2.6 "Community Outreach Partner" means the for-profit or non-prolit group or organization selected by Developer with whom Developer shall coordinate on the issues and obligations in this Agreement pertaining to employment of City residents and jobs for Locally Owned Small Businesses. 2.7 "Contractor" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction orthe Project or part thereof. 2.8 "Effective Date" shall mean the date the lost party to this Agreement executes this Agreement. 2.9 "Good Faith Effort" is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set forth in this Agreement. 2.10 "Grey Shelf" means an unfinished interior. lacking heatingy, ventilating, air conditioning, lighting, plurnbing, ceilings, elevators. interior walls, etc. and ready for tenant improvements. 2.11 "Locally Owned, Small Businesses"means any business that is wholly owned by individuals who reside in the City. If business is owned by corporation,then the corporation must be wholly owned by individuals who reside in the City. ll'the business is owned by a 1) partnership or limited liability company,then at least 20%of its partners or members must reside in the City. 2.12 "Minimum Living Wages'means the hourly rate that an individual must earn to support his or her family if they are the sole provider and am working full time(2,080 hours per year) in accordance with Palm Beach County Code Chapter 2, Article IV, Division 3 (the Palm Beach County Living Wage Ordinance),as amended. 2.13 "Nationally Recognized High Performance Green Building Rating System" means any one of the following: the Florida Green Building Coalition (FC) Standards, the Green Building Initiative's (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LD) Standards, or the National Association of Homebuilders(NAHB)National Green Building Standards(NGBS). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.15 "Property"means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit"B,11 hereto. 2.16 "Site Plan" shall mean the approved Site Plan attached hereto as Exhibit "A," approved by the City of Boynton Beach,file#NSP 16-002. Section 3. bevels er"s Obligations and Covenants. 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within two(2)years of the Effective Date of this Agreement. 3.1.1 The Project shall conform to the Site Plan and shall include the following, which shall hereinafter be referred to as"Phase I Improvements:": a. Developer shall construct a minimum of 231 multi-family residential units with related amenities. b. ' Developer shall construct a minimum of 8,575 square feet of commercial/retail space; C. Developer shall construct Parking Improvements,conceptually depicted on Exhibit 11C,"hereto,consisting,at a minimum of Fifty(50)public parking spaces ("Public Parking") that shall be restricted for public use and that shall not be available to the Phase I residential units. The Parking Improvements may consist of structured parking, surface parking, valet parking, mechanical parking, shared parking or any other means as allowed under local city ordinance.Upon completion of the Public Parking, Developer and the CRA shall enter into a Parking Management Agreement to establish the maintenance responsibilities of the CRA for the Public Parking. If a Parking Management Agreement is not negotiated and executed by the Parties within one year of the completion of construction of the 3 Public Parking,either party may request binding arbitration to complete the terms orthe Agreement. d. Construction of the multi-11imily residential units for the Project shall be in compliance with.qualify for and receive Florida Green Building Certification. e. Prior to and during the construction of the Project,the Developer shall * 1-lire a job placement consultant during the construction period of this Agreement-. 9 I-lost a job fair: e Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction Of Phase I of the Project, o Include in all contracts with Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction of Phase I of the Project;' a Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants referred by the Community Outreach Partner to participate in the construction of hase I of the Project; * Use Good Faith Efforts to offer pen-nanent job positions resulting from Phase I of the Project to qualified City residents, a Notify and refer job training and job placement Opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each arc able and Willing to provide such training;and e Pay or cause to be paid new hires in alt permanent positions residing within the City a minimum of the Living Wage. Section 4. Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report for the Project indicating the status or Developers compliance with the requirements or this Agreement as set forth in Sections 3 and 5 of this Agreement and evidencing that Developer has paid all property taxes for the Property for the preceding year.Such report must be submitted to the CRA no later than the lost day of April for the preceding year in a form substantially in accordance with the form attached hereto as Exhibit"D." Section 5. Certification Requirements. 4 5.1 As a condition precedent to its receipt of any Pledged Project increment Revenue pursuant to this Agreement: 5.1.1 Developer must have taken all steps necessary to divide the Property into. two separate parcels such that the Phase I Property and the Phase 11 Property have been assigned individual Parcel Control Numbers by the Palm Beach County Property Appraiser and these Parcel Control Numbers have been placed on the Palm Beach County tax rolls and assigned taxable value prior to the Base Year for each Phasc;and 5.1.2 Developer must have timely provided its Annual Performance Report providing evidence or compliance with the requirements of this Agreement as set Forth below and evidencing that Developer has paid all property taxes for the preceding year: and 5.1.3 Upon receipt or the Annual Performance Report. 2. the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and cenilying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue lbr that Phase 1, which approval shall not be unreasonably withheld: 5.1.4 The CRA has received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year:and 5,1.5 Developer shall not be entitled to any Pledged Prcjcct Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement or is otherwise in default Linder the terms of this Agreement and has railed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Direct Incentive Funding during any cure period or in the event the Developer is in default of this Agreement so long as,once a default is cured, Developer shall continue to receive their Direct Incentive Funding for the Project up to the Pledged Project Increment Revenue and any time periods for performance hereunder shall be extended for the same period of time needed to cure the default. 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy or 8.575 square feet or commerciallretail space (the "Commercial/Retail Space")for any year of the Phase I Term,Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by 10%for that year of the Phase I Term. a. Developer must certify that 25%or the Commercial/Retail Space has been occupied by commerciallretail tenants by at least the third year ol'the Phase I Term as defined herein. Once the 250 threshold is obtained, whether it be in the first. second or third year,the threshold shall be deemed satisfied forever, even if in the future the actual amount occupied thereafter is less than 25%. Accordingly,as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once the 25% threshold is achieved. 5 Developer shall be entitled to the Pledged Increment Revenue florthe year in which the 25% threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark, is achieved: b. Developer must certify that 50°1'®or the Commercial/Retail Space has been occupied by commercial/retail tenants by at least the sixth year of the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it he in any year prior to the end of the sixth year of the Phase I Term.,the threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less than 50°✓®.Accordingly,as long as Developerdid not default under any commercial lease and Continues in good faith to re-market the property for lease,once the 50% threshold is satisfied,Developer shall be entitled to the Pledged Increment Revenue for the year in which the 50%threshold is achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved;and C. Developer must certify that 70%of the Commercial/Retail Space has been occupied by the commercial/retail tenants by at least the eighth year or the Phase I Term as defined herein. Once the 70%®threshold is obtained, whether it be in any year prior to the end or the.eighth year or the phase I Term.the threshold shat I be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less than 70%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once satisried, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during tile Phase I Term. 5.2 Certification. 5.2.1 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1 a. and 3.L.I.b. of this Agreement by providing a Certificate of Occupancy for all residential components of the Phase I Improvements and Certificate of Completion for all nonresidential components or the Phase I Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I Improvements and demonstrating that the taxable value of-all Phase I improvements have been placed on the Palm Beach County tax tolls for the Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1.c of this Agreement by demonstrating that it has constructed the Public Parking and by documenting signage and other means by which these Public Parking spaces are clearly reserved for use by the Public and excluded from use by multifamily and commercial units that are part of the Project. 5.2.3 Developer shall confirm in its Annual Performance Report that it fins met its obligation tinder Section 3.1.Ld or this Agreement by providing proof of receipt of Florida Green Building Certification. 6 5.2.4 Devclopersliall certify in its Annual Performance Report that it has met its obligation under Section 3.1.Lc of this Agreement by: a. Demonstrating that it hired and utilized the services or a job placement consultant and by reporting the job placement consultant*s activities during construction Of Phase I of the Project: b. Demonstrating that it held ajob flair;and C. Requiring all Contractors covered by the terms orthis Agreement to provide annual copies OF its records,reports or any other information necessary to monitor compliance with the provisions of Section 3.1.1 e or this Agreement and require all Contractors to Submit annual payrolls to the Developer that include the ffillowing information pertaining to all Locally Owned Small Business hired to work on or for Phase lorthe Project: name, address and the number or hours worked for the period,until a Certificate ol.'Occupancy is issued Ilor at least 90%of the residential units of Phase I of the Project. Section 6. Pledged PW ct Increment Revenue. le 6.1 Formula and Term. 6.1.1 The amount of the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on (lie following formula: a. Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term or eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3. 4, and 5 or this Agreement for the Project and upon final certification of tax assessments within the CRA District by the Palm Beach County Property Appraiser for the preceding year (hereinafter the -'Phase I Term"). The amount of Pledged Project Increment Revenue due to Developer during the Phase I Term shall be determined pursuant to the following formula: For Years I —7 of the Phase I Term. Developer shall receive Seventy-rive percent(75%)of the Pledged Project Increment Revenues actually received by the CRA., and For Year 8 orthe Phase I Term,Developer shall receive Fifty percent(50%) of the Pledged Project Increment Revenues actually received by the CRA. 7 b. 'rho Base Year Ibr cletermining,rox Increment Revenue firom the]'reject shall be as follows, For the Phase I Term,the year prior to commencement ofconstruction of phase I Improvements on the Property. 6.2 No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Rcvcnues are not the subject of any prior pledge by the CRA and agrees that such revenues shall not be assigned.pledged,hypothecated or secured by the CRA for the period covercd by term of this Agreement. 6.3 Form of Payment. Paymcni ol'sitall be in the Corm ora CRA check made payable to the Developer. No payment made under this Agreement shall be conclusive evidence or tile perfisirmante of this Agreement by Developer.either wholly or in poet, and no payment shall be construed to relieve Developer of obligatiOnS Linder this Agreement or to be an acceptance of faulty or incomplete rendition or Developer's obligations under this Agreement section 7. Notice and Contact. Any notice or other document required or allowed to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail., postage prepaid, return receipt requested. The use orclectronic communication is not considered as providing proper Notice pursuant to this Agreement. If to CRA, such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton each Community Redevelopment Agency 71f North Federal H i ghway, Boynton Beach. Florida 33435 With a copy to: Tara W. tinny. Esq. Lewis.Longman& Walker. P.A. 515 North Flogler Drive Suite 1500 West Palm each.Florida 33401 irto Developer.such notice shall be addressed to: Mr. Michael Ross Occon One Boynton, LLC c/o GuIrstream Property Munagernent 9804 South Military Trial 8 Suite E-I I Boynton Beach, FL 33436 Mr. William Morris Soulliconst Advisors. LLC 777 E.Atlantic Avenue Suite 100 Delray Beach, FL 33493 F. Davis Camalier Washington Real Estate Partners 1629 K Street N.W. Suite 1200 Washington. DC 20006 With a copy to: Bonnie Miskel.Esq. Gary S. Dunay, Esq. Dungy.Misk-el and Backman, LLP 14 SE 41"Street Suite 36 Boca Raton,FL 33432 Section K. pe-ram The failure ot'Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach orthis Agreement. If Developer fails to cure the default within thirty(30)days or notice from the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9. Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project ruj c t Revenue to Developer for the Project,or within two(2)years of the EI'llective Date irthe Developer has failed to commence construction orthe Phase I Improvements subject to force majeure. Either Party may elect to ten-ninate this Agreement by providing 45 drays written notice to the other Party upon one or more or the following occurrences: a. The deffiult of either Party. if such derault is not cured within the time prescribed by this Agreement: b. The Panics enter into a mutually agreed upon,written Addendum,the effect of which it to terminate this Agreement. Section 10. Miscellaneous Provisions. 9 10.1 Waiver, The CFA shall not be responsible for any property damages or personal injury sustained by Developer finnan any cause whatsoever related to tine development of the Project, whether such damage or injury occurs bef=ore, during. or alter the construction or tine Projector the term or this Agreement. Developer hereby forever%valves.discharges,and releases the CRA,its agents.and its employees,to the fullest extent the lav allows, from:any debility for any damage or injury sustained by Developer, Ihis vraiver,discharge,and release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law A lanw& 10.2 Indemnirication. Developer shall irmdemniry, save, and hold harmless tae CRA, its agents,and its employecs from any liability,claim,demand,stmt, loss,cost.expense or damage which may be asserted,claimed.or recovered against or from time CRA.its 4a ents,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 or, arises out of, or is otherwise related to time negligent or wrongful conduct or the faulty e uipmermt (including equipment installation and removal.)of Developer. Nothing in this Agreement shall be deemed to a llect the riotlnts. privileges. and sovereign lantnU pities or time CRA as set forth in Section 768.28, Florida Statutes.This paragraph s aaalI not be construed to require Developer to indemnify tine CRA for its own negligence.or intentional acts or tile CRA.its agents or employees. Each party assumes tine risk of personal injury and property damage attr butatb e to the acts or omissions of that party and its ol'licer ,employees and aetats. 10,3 Assignment. This Agreement may only be assigned by the Developer to record owners or the Property %vide the prig written consent of the CRA, which consent shall not b unreasonably withheld, provided, however. that any assignee her to shalt specifically assume e all o the obligations or the Developer under this Agreement 10,4 Successors and Assigns, The CRA and Developer each binds itself' and its Partners, successors, executors. administrators and assigns to the other party and to the partners, successors,executors,administrators and assigns of such other party. in respect to all covenants of this Agreement.Nothing herein shall be construed as creating any personal liability on the part or any officer or agent of the CRA, nor shall it be construed as giving any rights or benefits hereunder to anyone other unarm the CRA and the Developer. 10,E No Discrimination. Developer shall not discriminate against any person on the basis or race,color. religion. ancestry. national origin,age, seg. marital status, sexual ori emttatiasrn or disability for any reason in its hiring or contracting raac:tices associated with this Agreement, 1086 No Partnership, Etc. Developer agrees nothing contained in this Agreement shall e deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that Developer is are independent contractor and that no employer/employee or principal/agent is or shall be created nor shall exist by reason or this Agreement or the performance Leander this AgreemenL 10.7 Public Records: The CRA is a public agency subject to Chapter 119, Florida Statutes. Developer shall comply ravish%r$lor daa`s Public Records Law. Specifically,the Developer shall; 10 a. Keep and maintain public records required by the CRA to perforin tile public services provided ror in this Agreement; b. Upon request from the CRA*s custodian of public records,provide the CRA with a copy orthe requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed tile cost provided in this chapter or as otherwise provided by low. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements arc not disclosed except as authori7ed by law for the duration or the contract lerm and following completion of the contract if Developer does not transfer the records to the CRA. d. Upon completion or the contract.transfer,at no cost, to the CRA all public records in possession or Developer or Leep and maintain public records required by the CRA to perrorm the service. if Developer transibrs all public records to the public agency upon completion of the contract. Developer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of the contract. Developer shall meet all applicable requirements far retaining public records. All records stored electronically must be provided to the CRA.upon request fro rn the CRA*s custodian of public records.in a forrilat that is compatible with the information technology systems of the CRA. IF DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN Or, PUBLIC RECORDS AT (561)737-3256; 710 North Federal Highway,Boynton Beach, Floeida 33435;or BoyatonBeuchCRA6rJ%kn s. 10.8 Entire Agreement. This Agreement represents the entire and sole agreemcn(and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and alien only ii'signed by all the parties hereto. All prior and contemporaneous agreements. understandings, communications. conditions or representations. or 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 after tile terms orthis Agreement. 10.9 Counterparts and Transmission. To facilitate execution,this Agreement may be executed in as any counterparts as may be convenient or required.each orwhich shall be deemed an original, but all or which together shall constitute one and the same instrument. The executed signature page(s) 1rom each original may be joint together and attached to one such original and it shall constitute one and the same instrument. Inaddition. said counterparts may be transmitted electronically (i.e.. via racsimile or pdf lormat document seat via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. II 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less ravorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 10.11 Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by,and construed and enforced in accordance with. [lie laws or the State of Florida and the United states of America, without regard to conflict of low principles. Venue and jurisdiction shall be Palm Beach County.Florida. ibr all purposes,to which the Parties expressly agree and submit, 10.12 Independent Advice. Tile Parties declare that the terms or this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document. and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 10.13 Severability. If any part or this Agreement is found invalid or unenforceable by any court. Such invalidity or unenforceability shall not affiect the other parts of the Agreement if the rights and obligations or the Parties contained herein are not materially prejudiced and if the intentions or the Parties can continue to be achieved. To that end. this Agreement Is declared severable. 10.14 Voluntary Waiver of Provisions. The CRA may, in its sole and absolute discretion.waive any requirement of Developer contained in this Agreement. 10.15 Compliance with Laws. In its performance under this Agreement.Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach County.City or Boynton Beach,and CRA ordinances and regulations. 10.16 Effective Date. This Agreement will become eff'cctive upon the date and time the last party executes this Agreement. 10.17 Survival. The provisions orthis Agreement regarding public records. indemnity. and waiver shall survive the expiration or termination or this Agreement and remain in full force and effect. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited 111-1 ilit company By:, Print Name: Print arae: OJI 4a� _ .._. Title: #V s .501w.. int me: j 'AT[:Or FI.ORIDA } } COUNTY OF i SS: BEFORE, rVIE. an officer duly authorized b , law to administ•r oaths and take acknowledgments. personally appeared w� � �� as s e of OCEAN ONE BOYNTON, LLC. and acknowledged under oath that h0she has executed the foregoing Agreement as the proper official of OCEAN ONE , for the use and purposes mentioned herein and that [lie instrument is the act and deed of OCEAN ONE BOYNTON,LLC. I le/she is rso ally •notion to me or has produced as identification . IN WITNESSF 1'I lE I, l . I have set my han and official seal at in the State and County alloresaid aforesaidon this. '?_ sty of •201 My Commission Expires: f tui t •of Florida at , ge MYCOMM IO- .. :.wr. IREMAINDER OF PAGE INTENTIONALLY 1CRA SIGNATURE ON FOLLOWING PAGE1 13 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMEN GE Y xrFl � w, By: F� = � Print Namc: i,�� y /L"'Lry "A Steen Grant.CRAB oardChair rant am off, STATE OF FLORIDA ) S: COUNTY F PALM BEACI,I BEFORE , an of icer duly authorized by law to administer inister oats and take acknowledgments.,personall appeared teven Grant as Board Chair ol'BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. and acknowledged un er oath that he/she has executed the foregoing et as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT C , for tate use and purposes mentioned herein and that the instrument is (lie act and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known to me or has produced as identification. I WITNESS F I1E FI . ! lieu } rt y e set an an official seal at i the tate and County o csai on this da of ,20 I f �yY9 My Commission Expires: ry 'c,St e of Floridaat ca—my— L-1 - c L�.. n NOTARY LIG STATEC} I G f Expires 1 1 Exhibit "All (Project) (sec attached) 15 U9 AY Hai i Rom A t Rom"" �. �1�1y t f Mal ON Jig . 29 1t 6f °I`;!11 i o ,W]AW91 ti • 3 ! E l:.1 .... 1 ® �t one m. . HEN°PREEDMAN ENCINOSA 8c tlow K HOWAY DOWM WACH FL ArchlW&PA Exhibit "B" (Property) (see attached) 17 647 T8t(601 241-"U a 0 81aa Fk>fltls 93188 IV26.1lL"G 6 MUPl6I"0' F9x,O 241-6192 SKETCH AND LEGAL DESCRIPTION (NOT A URVE'Y) OCEAN ONE - PHASE 1 LEGAL DESCRIPTION A PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 27, TOWNSHIP 45 SOUTH.RANGE 43 EAST, PALM BEACH COUNTY,FLORIDA, INCLUDING PORTIONS OF LOTS 1 THROUGH 8, "FUNK BROS. ADDITION TO THE TOWN OF BOYNTON",AS RECORDED IN PLAT BOOK 2 AT PAGE 13 OF THE PUBi.IC RECORDS OF PAIN. BEACH COUNTY,FI ORIDA, AND A PORTION OF LOT 41 "DEWEY'S SUBDIVISION", AS RECORDED IN PLAT BOOK 1 AT PAGE. 37 OF SAID PUBLIC RECORDS, ALL IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BOOK 10 AT PAGE 2,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 771 THENCE NORTH 890 55'38" EAST, ALONG THE NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET; THENCF SOUTH Ona 01'22" EAST, A DISTANCE OF 22,00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89"551381, EAST, A DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 88'20'52", A DISTANCE OF 38.55 FEET TO THE POINT OF TANGENCY. THENCE SOUTH 010 431301' EAST, ALONG A LINE 15.00 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOTS 1 THROUGH 6 AND THE EAST LINE OF SAID LOT 41, A DISTANCE OF 287.77 FEET: THENCE SOUTH 88'37'13" WEST, A DISTANCE OF 268.22 FEET; THENCE NORTH 01.23'00" WEST, ALONG A LINE 60.00 FEET EAST OF AND. PARALLEL WIlH THE WEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE 'NORTI IERLY AND EASTERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 25.00 FEET AND A CENTRAI ANGLE OF 910 18'38", A DISTANCE OF 35.84 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH,PALM BEACH COUNTY,FLORIDA,AND CONTAIN 83,950 SQUARE FEET,MORE. OR LESS, NOTES 1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR MD MAPPER 2. NO SEARCH OF THE PURI IC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION. 3. BEARINGS SHOWNgqIEREON ARE BASED ON THE WEST LINE OF THE NORTHWEST ONE- QUARTER ETE P ,SECTION00 1MA E4SYSE STATE OF NORTH EAST ZONE. RTHRAMERIC DATUM OF 1983.1000 ADJUSTMENT_ CERTIFICATION IHEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 81G17-8,FLORIDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472027,FLORIDA STATUTES,AND THAT SAID SKETCH{ AND DESCRIPTION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AS PREPARED UNDER MY DIRECtION. SURVEYOR AND MAPPER FLORIDA LICENSE NO.LS5111 teatant low# miw .------To _® Ottii 6�826820I7 as wt, 04 In 1009 art ,LSI( a•p IV. 70 SIIEBT 10F 2 18 P.O.C. SKETCH AND LEGAL DESCRIPTION NW CORNER- _ v ._(NOT A SURVEY) _ 1 {NOT 10Ot VO}45 43 N890 55'38"E 8fi D ' �.. _ . _ . BOYNTON BEACH BLEV P.O.B. `� N TINE sr:cTloN 27-45-43 NOW55`38'E 216.58' =25.0 L•38.55 b go. SOO*04'22°"E -y -. — _ 0.88°20'52'° U- WJW 22.00' —4 -, P LOT 1 A[ L•39.840I D-91°18'38" _ _. LOT 2 a o __ _.r_ SPL EASEMENT Cw (ORB 19094.PG.1699) !OT 3 N "AGREEMENT LOT 4 10.PG. 2) P jl�,�fn zI tO "FUNK BROS. ADDITION' ��--yLIN j Z OT 5 min �i170on r I LOT ( 0 'I i � SOSO 37'13"W 288.22' ` i N n _1101 R/W TO 8F ws r DEDICATEDo h 15' -•- p z p o I "AGREEMENT PLAT" — `� {P.s 10,PG. 2) i i c p IZ "pEWEY S®T 41 SUBDIVISION" (P.B. 1,PG. 37) iLIM i ABBREVIATIaS L ARCLENOIN a DELTA ICENtnAL ANCLEI l+B. LICENSED DI>61NES3 1 L.5. LICENSCa SRnvEyoN D.N.D. OFFICIAL RECORDS Dim P.O.H. POINT OF 8901*4HIfIO PAINT OF COIMNCEVEN1 PLAT DOOR S LINE-LOT 41 F.D.C.N. PALMOEACII COUNtT ALCORDS ®. PG. PACE .-... ®..,r —..®.. ®. P.S.R. PROFESSIONAL SURVErOA OCEAN AVENUE(SR 8t14} a uaPPrn NM RIONr•OF.WAY Pr°d ti woo O M-0.. �7� -_ JSH _.._ be i.4t� MAD, °G 1lrf _SP �i45a db&/7BP2pl;!' L 2OF 2 Exhibit"C" 19 (Public Parking) (see attached) 20 t 4 IL VAL _. .c.v.. -p _ S I 21Q can, Ei CA"COP fmvdvnwi }sy • • M • • f • I Av ix0 _. _.- e....w _P. a .. .. � .,:•y:. ® • _... EXHIBIT V' ANNUAL PERFORMANCE REPORT FOR (shalt be required annuilly) Time Period Date Prior to and during the construction of Phase I(if a plicablle . 1. Mired job placement consultant on 2. Hosted a job fair on Noticed through the CommunitV Outreach Partner,availability of employment opportunities related to construction of Phase I of the project on 4. Provided evidence of requirement in subcontractor's contracts to Dire and train local residents . Provided list of job positions and descriptions to Community Outreach Partner 5< Receipt of written confirmation from the contractor and subcontractors of the requirement to useminimum living wage on Prior to and during the construction of Phase 11 if applicable): 1. Obtained approval for a 100-room hotel on Provided written confirmation of approval of the 50 additional public parking spaces(identifying the public parking spaces)on -- Post construction n Certification requirements Phase I certification(if applicable) 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on 2. Provided a Certificate of Completion for 21 the Project's 8,575 square feet of commercial is completed as a Grey Shell on 3. Provided certificate of completion of the 50 Phase I public parking spaces on 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green Building Rating System on 1-3 DUNAY Gary Dunay Dwayne Dickerson Heather Jo Allen Bonnie Miskel ELe Zachanades Lauren G.Odom Scott Backman Matthew H.Scott Zach Davis-Walker "tom LLp Hope Calhoun Christina Bilenki April 15,2019 By email City of Boynton Beach, Community Redevelopment Agency Attn: Michael Simon,Community Redevelopment Agency Director 710 N. Federal Highway Boynton Beach, Florida 33435 Re: Notice of Extension of Tax Increment Revenue Funding Agreement between Ocean One Boynton, LLC,and Boynton Beach Community Redevelopment Agency Dear Mr.Simon: I represent Ocean One Boynton, LLC,the owner("Owner")of property located at 114 N. Federal Highway, PCN: 08-43-45-27-01-000-0410, ("Property") in the City of Boynton Beach ("City"). The Owner intends to construct 231 multi-family units with related amenities and approximately 8,575 square feet of commercial space on the Property("Project"). The Project received approvals of NWSP 16-002,CDPA 17-001, and CDPA 17-002 on April 17, 2017 ("Development Order"). The Development Order was originally set to expire on October 6, 2018, if the Owner hadn't secured a building permit by that date ("DO Expiration Date"). Due to multiple state emergencies in Palm Beach County declared by the Governor,the DO Expiration Date was extended twice:first to February 9,2022,via a letter received from the City on August 27, 2018 ("First DO Extension",attached hereto as Exhibit"A"), and second to March 2, 2023,via a letter received from the City on April 1, 2019 ("Second DO Extension", attached hereto as Exhibit"B"). Due to the Second DO Extension, Owner is writing you to provide notice of the new expiration date of the Tax Increment Revenue Funding Agreement ("Agreement", attached hereto as Exhibit "C"), executed with the intention of coinciding with the Development Order. Owner entered into the Agreement with the Boynton Beach Community Redevelopment Agency ("CRA") on January 16, 2018— when the DO Expiration Date was October 6, 2018. By the terms of the Agreement, the Owner was required to commence construction of the Project within two (2) years of the Effective Date of the Agreement. The Effective Date is defined as "the date the last party to this Agreement executes this Agreement." The Effective Date coincided with the DO Expiration Date,providing a 15-month and 10-day cushion between obtaining building permits for the Project and commencing construction. Accordingly, to provide the 15-month and 10-day cushion between building permit and commencing construction 1 based on the Second DO Extension date,the Owner isrequesting that the date upon which the Agreement was toexpire should beconsistent with the site plan date ofJune 12, Z024. As we had previously requested the Project date 10 be extended in all regards, please advise if any further action |srequired toextend the Agreement expiration date. Should you have any questions related to the above objections, please do not hesitate to contact nmeat561-40S-33OOnrvia email at . Sincerely, Bonnie M|ske|, Esq. Duno& Miske/& Backman, LLP 2 4 DEVELOPMENT DEPARTMENT PLANNING AND ZONING DIVISON 100 E. Boynton Beach Boulevard F.O. Box 310 Boynton Beach, Florida 33425-0310 TEL: 561-742-6260 FAX: 561-742-62.59 www.boynton-beach.org August 27, 2018 EXTENSION APPOVAL LETTER. PURSUANT TO FL S'T'ATUTE 252,363 Ms. Bonnie Miskel Dunay Miskel Backman LLP 14 SE 4"' Street, Suite 36 Boca Ratan, PL 33432 Rc: Ocean One—NWSP 16-002 (Site Plan Time Extension— FL Statute 252.363) Dear Ms. Miskel: We are in receipt of your request for a time extension for the above-mentioned project,as outlined in the guidelines established in Florida'State Statute 252.363,authorizing time extensions to approved Development Orders when the Governor issues an Executive Order under the Emergency Management Act. Staff has reviewed your letter and Executive Orders regarding 1) The Opioid Epidemic, EO 17-1.46, 1.7-177, 17,178, 17-230, 17-285, 17-329, 18-47, 18-110 and 18-177; 2) Hurricane Maria, EO 17-259, 17-304, 18-1.7, 18-80, 18-135 and 18-214; 3) Subtropical Storm Alberto, EO 18-150 and 18-157; and 4) Lake Okeechobee Discharge, EO 18-191. Based upon our review,we find the project eligible for the requested administrative extensions.Therefore,under the guidelines of 252.363,this letter shall act as approval of 1,222 day extension from the Commission approval date of April 4,2017 for development orders(NWSP 16-002 and.CDPA 17-001 & 17-0012). Should you require any additional information, please contact me at 561-742-6260. Sincerely, Ed Breese Planning& Zoning Administrator CC: Mike Rumpf, Development Director Shane Mittendorf, Building Official ne City ofBoynton Beach • PLANNING A ZONING DIVISON 3301 Quantum Blvd Ste 101 �f Boynton Beach,Flodda 33425-0310 TEL:561-742-6260 www.boynton-beach.org • April 1, 2019 2nd EXTENSION APPROVAL LETTER PURSUANT TO FL STATUTE 252.363 Ms. Heather Jo Allen, Esq. Dunay Miskel Backman, LLP 14 SE 4a' Street, Suite 36 Boca Raton, FL 33432 Re: Ocean One—NWSP 16-002 (2nd Site Plan Time Extension—FL Statute 252.363) Dear Ms. Allen: We are in receipt of your request for a second (2nd) time extension, dated March 13, 2019, for the above-mentioned project, as outlined in the guidelines established in Florida State Statute 252.363, authorizing time extensions to approved Development Orders when the Governor issues an Executive Order under the Emergency Management Act. Staff has reviewed your letter and Executive Orders regarding 1)The Opioid Epidemic, EO 18-235, 18-279, 18-362 and 19-36; 2)Hurricane Maria, EO 18- 236 and 18-281; 3) Lake Okeechobee Discharge, EO 18-249 and 18-311; 4) Red Tide, EO 18-275 and 18-0282. Based upon our review, we find the project eligible for the requested administrative extensions. Therefore, under the guidelines of 252.363, this letter shall act as approval of a request for a 207 day extension, plus the six (6) month tolling period, for a total of 387 days, in addition to the previously approved 1,222 day extension for the project development orders (NWSP 16-002 and CDPA 17-001 & 17-002). The combination of the two (2) granted extensions provide for a new expiration date of March 2, 2023 for the Ocean One project development orders. Should you require any additional information,please contact me at 561-742-6260. Sincerely, Ed Breese Planning&Zoning Administrator CC: Mike Rumpf, Development Director Shane Kittendorf, Building Official Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida July 9, 2019 Ms. Shutt advised this item was the amount needed that was not included as part of the overall park design. The amount had a $45K maximum for re-installation of the amphitheater at Sara Sims Park. The Board would have to amend the ILA to approve the amendment as proposed by staff and legal counsel. This is a reimbursement to the City. The item was also on the community's wish list. Motion Board Member McCray moved to approve. Board Member Romelus seconded the motion that unanimously passed. D. Consideration of Disposal of CRA Property for NE 3rd Street Dedication and Acceptance of a Portion of NE 3rd Street to be Abandoned by the City of Boynton Beach Motion Board Member Romelus moved to approve. Board Member McCray seconded the motion that unanimously passed. E. Consideration and Discussion of Notice of Extension of Tax Increment Revenue Funding Agreement between Ocean One Boynton, LLC and the Boynton Beach CRA (Tabled 5/14/19) Attorney Duhy explained several months ago, Legal received a request from the developer to consider changes to the TIF Agreement. The developer requested the item be tabled. Legal contacted the developer to ask if they wanted the Board to consider the request at this meeting and they sent a letter requesting the Board remove the item from the agenda. They would bring the item back closer to the deadline they were asking to change, which was January 2020. F. Consideration of Response to the Letter of Intent to the Palm Beach County Housing Authority to Assist in the Development of Properties Located at 404, 406, 408, and 410 NW 12th Avenue REVISED Mr. Simon explained the Board had sent a letter to the Housing Authority requesting a meeting and offering assistance in developing four lots in the HOB into single-family homeownership opportunities. The Housing Authority Executive Director responded it sounded great and they would schedule a meeting in early August between the two agencies. The Board could attend the meeting as long as the meeting was publically noticed and in the Sunshine, or the Board could designate someone from the Board to be a liaison or assign it to the Director or the City Manager. Board Member McCray favored the CRA Director and City Manager attend. The other Board Members agreed. 1 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 NEW BUSINESS AGENDAITEM: 15.A. SUBJECT: Consideration of Terms of the CRA's Homebuyer Assistance Program between Ian and Tosi Rigby and the CRA SUMMARY: On December 16, 2019 the CRA received a letter from past grant recipients of the Homebuyer Assistant Program (HAP), Ian and Tosi Rigby(Attachment 1). The CRA Board approved the Rigby's HAP application and purchase assistance grant in the amount of $50,000 on December 9, 2008, to be used for the purchase of a new home located at 717 NE 2nd Street (see Attachment 11). The Rigbys have owned the home for approximately eleven (11)years and are forced to relocate from the area due to family circumstances outside of their control. Under the terms of the HAP Agreement and Promissory Note (Attachments I11, IV &V) the following conditions apply if they were to sell the property: • Upon the sale of the Property, during years six(6)through twenty(20)of ownership, Borrower shall pay fifty percent (50%) of the equity in the Property to Lender. During years twenty-one (21)through thirty(30), Borrower shall pay fifteen percent (15%) of the equity in the Property to Lender. • In the event that the Grantee(s) sells the property to a non-income qualified buyer (a family whose income exceeds 120% of median household income for Palm Beach County), leases the property, refinances the property or does not reside in the property as their full- time residence, the full sum of the Grant plus four percent (4%) annual interest from the date of this agreement shall be due and payable. The Rigbys accept the term of repayment in full of the CRA's original grant amount and are requesting that the CRA Board waive the fifty percent (50%) equity share upon the sale of house as well the interest charge of four percent (4%) as described above. CRA staff supports the request to waive the fifty percent (50%) share of equity, however, staff is less eager to release the four percentage (4%) interest fee if not sold to an eligible buyer. The purpose of the repayment term was to maintain a cycle of affordability for at least 20 years. If the house could be sold to an income eligible buyer, the four percent (4%) interest charge would not apply. CRA staff is more than willing to assist the Rigbys to conduct the income eligibility verification of qualified, mortgage approved buyers in order to save the four percent (4%) interest charge on the grant. FISCAL IMPACT: To be determined by the Board CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: N/A CRA BOARD OPTIONS: Option 1: Approve the request made by Ian and Rigby to accept repayment of the CRA's HAP grant amount and the waiver of the fifty percent (50%) equity share upon the sale of house and the interest charge of four percent (4%) if the house is sold to a non-income eligible buyer. Option 2: Approve the request made by Ian and Rigby to accept repayment of the CRA's HAP grant amount and the waiver of the fifty percent (50%) equity share upon the sale of house as well as the interest charge of four percent (4%) if the house is sold to an income eligible buyer. Option 3: Do not approve the request made by Ian and Rigby to accept repayment of the CRA's HAP grant amount and the waiver of the fifty percent (50%) equity share upon the sale of house and the interest charge of four percent (4%) if the house is sold to a non-income eligible buyer. Option 4: Other terms and options as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Letter D Attachment II - Property Aerial Map D Attachment III - M inutes 12/9/08 Approving Ridgy HAP D Attachment IV - HAP Grant Agreement D Attachment V - HAP Promissory Note Ian &Tosi Rigby 717 NW 2"d St. Boynton Beach, FI 33435 561-460-1541 December 16, 2019 Dear Boynton Beach CRA & Board: I am writing to request that you please waive the penalty of 50% of the equity on our property and 4% interest annum on the $50,000 grant we received in May of 2009. We are willing and understand that we must repay the $50,000 grant upon the sale of our home and our main objective would be to sell to another qualified buyer. We have resided in our home for nearly 11 years and have truly enjoyed it. We regret that current circumstances with my father needing to now reside with us and relocate from the Bahamas makes us compelled to sell our home. My father is a paraplegic and has suffered a double amputation. Unfortunately, our home is not handicap nor easily wheelchair accessible and all 3 bedrooms are on the second floor. We also have 2 children and my father would need as much of his own space as we can possibly provide in a bigger home. It wasn't until his health took a turn for the worst that I realized as his only daughter it is best that he moves here with me in the U.S. My father would have better healthcare and opportunities that do not exist in the Bahamas for someone with his condition. I addition to our ordeal, hurricane Dorian has significantly impacted our finances by having to support our families in the Bahamas and the ones that are also displaced here. We are at your mercy and are heavily depending on as much funds as possible from our home's equity upon the sale to put down on another home. Considering our predicament, we would need our mortgage payments to be as affordable as we have been accustomed to for over 10 years. Please consider waiving the penalties due to these unusual, life changing circumstances. We have always maintained constant employment and have never been delinquent on our mortgage or any loan for that matter. We also wish to be remembered with good characters as appreciative grant recipients of the CRA. Appreciatively, Tosi Rigby Ian Rigby 1 t an t Irl �rrr as nus nnn� as puz nnra y � , , t a d+ .� 06 wl d O r a _ U U < <r Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 9, 2008 K. Approval of Funding up to $20,000 from the Residential Improvement Program to Wilfred Byam L. Approval of Funding up to $20,000 from the Residential Improvement Program to Clara Marie Williams M. Approval of Funding up to $50,000 from the Homebuyers' Assistance Program to Sandra Gayle N. Approval of Funding up to $40,000 from the Homebuyers' Assistance Program to Ingrid Green O. Approval of Funding up to $50,000 from the Homebuyers' Assistance Program to Tosi Rigby P. Approval of Funding up to $40,000 from the Homebuyers' Assistance Program to Jeffrey and April Eddings Q. Approval of Michael B. Schorah & Asssociates, Inc.'s Marina Survey Bid Proposal to Perform Topographical and Underground Utility Surveys for the Boynton Harbor Marina Master Redevelopment Project Construction Drawings R. Approve Rescission of HR ILA with City of Boynton Beach Vice Chair Rodriguez pulled Item R. S. Approve Revised Benefits ILA with City Vice Chair Rodriguez pulled Item S. T. Update on Strand and Bond Market Ms. Ross pulled Item T. Motion Mr. Hay moved to approve the Consent Agenda with the exception of Items R, S and T. Ms. Ross seconded the motion that passed unanimously. Vivian Brooks, Assistant Director, announced several people wished to express their gratitude to the City and CRA for the Homebuyers' Assistance Program. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 9, 2008 Mr. and Mrs. Gayle, 12 Crossing Circle, thanked the organization for their assistance and allowing them to look forward to their"dream house." Tosi and Ian Rigby, thanked the City of Boynton Beach and the CRA for their assistance, which made a difference in their lives. They also thanked Jeff Wooster and Peggy Miller. Ms. Brooks noted of the eight houses set aside by the Homebuyers' Assistance Program, six had been sold. Great progress has been made since the Board's allocation of $400,000 last summer. She circulated photographs of the houses. VII. Information Only: A. CRA Policing Activity Report for the Month of October 2008 and District Statistics for the Months of October and November 2008 (This item would be addressed after Pulled Agenda Items) C. Boynton Beach CRA and Trolley Website Updates D. Trolley Route Ridership Update E. Planning and Development Board Meeting Agenda — November 25, 2008 VIII. Pulled Consent Agenda Items: R. Approve Rescission of HR ILA with City of Boynton Beach Vice Chair Rodriguez noted the agreement provided for Human Resource services by the City at a cost of $6,000 per year, or $500 per month. He remarked the CRA was a small organization and did not have a Human Resources Department. He believed the CRA would benefit from the interlocal agreement with the City, as it could provide oversight, compliance and legal support. The services provided by the agreement were critical, and he would feel more comfortable with the City performing the functions. He felt $6,000 per year for the services was reasonable and believed the agreement should not be terminated. Ms. Bright explained the City Commission directed that a process be created for CRA staff to have access to the City's Human Resource services. During the budget cycle, CRA Staff requested the agreement be rescinded. The Board concurred, as CRA staff utilized the services of independent Human Resource consultants rather than the City's services. No new hires were planned for this year and positions had not been funded. If the Board felt the agreement should not be rescinded, CRA staff would be forced to pull $6,000 out of the contingency fund. 5 4 Prepared by: Lisa Bright Boynton Beach CRA 915 S. Federal Highway Boynton Beach, FL 33435 561-737-3256 Record and return to: Meridian International Title Services 25 Seabreeze Ave., #202 Delray Beach, FL 33483 Boynton Beach Community Redevelopment Agency Homebuyer Assistance Program Agreement In order to further its goal of creating affordable housing opportunities, the Boynton Beach Community Redevelopment Agency (Grantor)hereby grants financial assistance in the amount of$50,000.00 pursuant to its Homebuyer Assistance Program (Program) to IAN RIGBY and TOSI RIGBY, husband and wife(Grantee/s) to purchase real property described as: Lot 183, Block C, BOYNTONHILLS, according to the Plat thereof, as recorded in Plat Book 4, Page 51, of the Public Records of Palm Beach County, Florida. (Property) In exchange for the funding the Grantee/s understand and agree to the following terms and conditions. It is further understood by recipient that a lien shall be placed on the real property described above. 1. Grantee/s state that all information submitted to the Grantor in order for the Grantor to determine eligibility for the program is true and correct. 2. Grantee/s hereby state that the purchase price of the Property does not exceed$280,000. 3. Grantee/s hereby state that the amount of Program funding is not more than 50% of the cost of the Property. 4. Grantee/s hereby state that they have not owned a residence within the last three years prior to the purchase of the Property. 5. Grantee/s hereby state that they will submit proof of residency to the City and CRA annually by the anniversary of the closing date. 6. Grantee/s state that they understand that the grant amount will be secured by a second or third mortgage on the Property. a. The mortgage interest rate shall be 0%unless any of the following occur: i. The property is no longer occupied by the Grantee as their full time residence; ii. The grantee secures a line of credit, equity loan, etc. secured by the Property without the written consent of Grantor. iii. The property is leased. b. In the event that the Grantee/s sells the property to a non- income qualified buyer(a family whose income exceeds 120% of median household income for Palm Beach County), leases the property, refinances the property or does not reside in the property as their full-time residence, the full sum of the Grant plus interest of 4% annum from the date of this agreement shall be due and payable. 7. Grantee's state that they understand that upon the sale of the property within the first five (5)years of ownership, the Grantee's must pay eighty percent (80%) of the equity(determined by a fair market appraisal)to the Grantor. During years six (6)through (20), fifty percent (50%) of the equity shall be payable to CRA. During years twenty-on (2 1)through (30), fifteen percent (15%) of the equity is payable to CRA. The Grantor's share of equity is due at closing. 8. The Grantor reserves the right of first refusal to purchase the Property at the fair market value. Grantee must notify Grantor in writing of their intent to sell. The Grantor shall have 45 days from the date of receipt of intent to sell, to exercise the right to purchase. Grantor shall notify Grantee in writing of the decision. 9. Grantee acknowledges that it has received a Loan Assistance Note and Mortgage of even date with this Agreement and is familiar with, understands and accepts the terms and conditions contained therein as well as the terms and conditions contained in this Agreement Page 3 of 3 For Grantor: For Grantee/s: Boynt as Beach Community Rede elopment Agency C, Executive Director C, Signature Lisa A. Bright Date: Ian Rigby Print Name r Date r r f Signature Date: v _ Tosi Ribv Print Name Date: f r BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Homebuyers Assistance Program PROMISSORY NOTE $_50,000.00 Boynton Beach,Florida. May ,2009 FOR VALUE RECEIVED, Ian Rigby and Tosi Rigby, husband and wife, (the `Borrower") promises to pay to the order of the Boynton Beach Community Redevelopment Agency, Florida public body corporate and politic created pursuant to Section 163.356 F.S., (the "Lender"), at 915 South Federal Highway, Boynton Beach, Florida 33435 or such other place as the Lender hereof may, from time to time, designate in writing, the principal sum of FIFTY-THOUSAND-DOLLARS AND 00/100 DOLLARS ($50,000.00) together with interest in like lawful money from the date funds are advanced under this Promissory Note at the applicable annual rate set forth below, to be computed on the basis of the actual number of days elapsed and a year of 360 days,the aforesaid principal sum as hereafter provided to be paid in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues,public and private,at the time of payment as follows: 1. This is a deferred payment loan issued under the guidelines of the Homebuyer Assistance Program Agreement (the "Agreement") executed by Borrower simultaneously hereto to purchase a real property located at 717 NW 2"d Street, Boynton Beach, FL 33435, (the "Property'). Borrower/s shall submit proof of residency to the Lender annually by the anniversary date of the closing. 2. Borrower shall occupy the Property as his/her principal residence and, in the event the Property is leased, sub-leased or otherwise devised or assigned to any person or entity during the term of this Loan, then the principal shall become due and payable in full together with interest at four percent (4%) per annum calculated from the time of purchase of the Property. 3. Upon the sale of the Property, within the first five (5) years of ownership, Borrower shall pay eighty percent(80%)of the equity in the property(as determined by a fair market value appraisal) to Lender. During years six (6) through twenty (20) of ownership, Borrower shall pay fifty percent (50%) of the equity in the Property to Lender. During years twenty-one (21) through thirty (30), Borrower shall pay fifteen percent(15%) of the equity in the Property to Lender. 4. In the event of a voluntary sale or foreclosure, Borrower shall provide notice of same to Lender who shall have the right of first refusal to purchase the Property from the Borrower for the fair market value of the Property as determined by a current certified appraisal. Lender shall have forty-five (45) days from the date of receipt of intent to sell with a copy of the proposed contract to determine whether to exercise its right to purchase hereunder by sending written notice to the Borrower (it being understood that Lender's purchase price shall be the lesser of that set forth in said appraisal or proposed contract). Such notice shall reserve thirty (30) additional days for Lender to complete all necessary preparations and close. Ryr . Pagel of 3 5. Borrower elects to refinance the Property, Borrower shall repay the entire principal balance in full to Lender, together with interest at four (4%) per annum calculated from the time of purchase of the Property. 6. Borrower shall perform, comply with and abide by each and every agreement, stipulation, condition and covenant in this Note, the Mortgage and the Homebuyer Assistance Program Agreement executed by Borrower simultaneously herein. 7. In the event, any sum or money herein referred is not promptly paid within thirty (30) days after the same becomes due, or if each and every agreement, stipulation, condition and covenant of said Agreement, Note and the Mortgage, are not fully performed, complied with and abided by, then the entire sum unpaid thereon, shall forthwith or thereafter, at the option of the Lender, become and be due and payable, anything in said Note or herein to the contrary notwithstanding. Failure by the Lender to exercise any of the rights or options herein provided shall not constitute a waiver of any rights or options under said Note or the mortgage accrued or thereafter accruing. It is hereby agreed that if any payment of principal or interest or any installment thereof, is not made within five(5)days of the due date as above provided; or in the event default be made in the performance or compliance with any of the covenants and conditions of any security agreement now or hereafter in effect securing payment of this Note; or upon any default in the payment of any sum due by Borrower to Lender under any other promissory note, security instrument or other written obligation of any kind now existing or hereafter created; or upon the insolvency,bankruptcy or dissolution of the Borrower hereof; then, in any and all such events,the entire amount of principal of this Note with all interest then accrued, shall,at the option of the holder of this Note and without notice(the Borrower expressly waives notice of such default),become and be due and collectible, time being of the essence of this Note. If this Note shall not be paid at maturity or according to the tenor thereof and strictly as above provided,it may be placed in the hands of any attorney at law for collection, and in that event, each party liable for the payment thereof, as Borrower, endorser, or otherwise,hereby agrees to pay the holder hereof,in addition to the sums above stated,a reasonable sum as an attorneys fee, which shall include attorneys fees at the trial level and on appeal, together with all reasonable costs incurred. After maturity or default, this Note shall bear interest at the highest rate permitted under then applicable law. As to this Note and any other instruments securing the indebtedness, the Borrower severally waives all applicable exemption rights, whether under the State Constitution, homestead laws or otherwise, and also severally waives valuation and appraisement,presentment,protest and demand,notice of protest,demand and dishonor and nonpayment of this Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of the Borrower. Provided the Lender has not exercised its right to accelerate this Note as hereinabove provided,in the event any required payment on this Note is not received by Lender within five(5) days after said payment is due, Borrower shall pay Lender a late charge of five percent(5%) of the payment not so received,the parties agreeing that said charge is a fair and reasonable charge for the late payment and shall not be deemed a penalty. This Note is prepayable in whole or in part at any time without penalty. Zr e' �. -4— Page 2 of 3 a Nothing herein contained,nor in any instrument or transaction related hereto,shall be construed or so operated as to require the Borrower, or any person liable for the payment of the loan made pursuant to this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by the Borrower, or any parties liable for the payment of this Note, result in the computation or earning of interest in excess of the highest rate permissible under applicable law, then any and all such excess shall be and the same is hereby waived by the holder hereof, and all such excess shall be automatically credited against and in reduction of the principal balance, and any portion of said excess which exceeds the principal balance shall be paid by the holder of the Borrower and any parties liable for the payment of the loan made pursuant to this Note, it being the intent of the parties hereto that under no circumstances shall the Borrower, or any parties liable for the payment hereunder,be required to pay interest in excess of the highest rate permissible under applicable law. This Note is to be construed according to the applicable laws of the State of Florida and the United States of America and venue shall be in Palm Beach County,Florida. BORROWV k . .r._. Name: Ian Rigby F � NanAe: Tosi Rig ; F:lworklMAR\Rigby Promissory Note.wpd Page 3 of 3 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 NEW BUSINESS AGENDAITEM: 15.13. SUBJECT: Consideration of an Interlocal Agreement between the Boynton Beach CRA and Solid Waste Authority of Palm Beach County SUMMARY: On November 1, 2019, CRA staff submitted a new application to the Solid Waste Authority (SWA) for the 2020 SWA Blighted and Distressed Property Clean-up and Beautification Grant Program (BDPCBGP). The grant application requested a total funding amount of$95,450 for the demolition of the CRA owned property on 115 N. Federal Highway and soon to be acquired at 1001 N. Railroad Avenue (see Attachments I and II). Staff received notification on December 11, 2019 that the CRA was awarded the full funding request of $95,450 subject to execution of the attached I nterlocal Agreement (ILA). The ILA outlines the terms and responsibilities of each party and has been reviewed by the CRA legal counsel (see Attachment 111). BACKGROUND The CRA has applied to and has been awarded $212,910 in grant funding from the SWA's B D PC B G P for the past three years in the following amounts: Fiscal Year Amount Completion Date 2016-17 $62,310.00 September 2016 2017-18 $73,550.75 April 2019 2018-19 $77,050.00 January 2020 FISCAL IMPACT: FY 2019-20 Project Fund, line item 02-58200-405 (Site Work& Demolition), $183,888 SWA grant award of $95,450 will be leveraged with the CRA funds allocated in FY 2019-20 for the site work and demolition costs for 1001 N. Railroad Avenue and 115 N. Federal Highway Avenue. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the 2019-20 Interlocal Agreement between Boynton Beach CRA and Solid Waste Authority of Palm Beach County and authorize the Board Chair to sign upon final legal review. 2. Do not approve the 2019-20 Interlocal Agreement between Boynton Beach CRA and Solid Waste Authority of Palm Beach County. 3. The Board may approve modifications to the 2019-20 Interlocal Agreement between the Boynton Beach CRA and the Solid Waste Authority of Palm Beach County upon review and discussion. ATTACHMENTS: Description D Attachment I - Excerpts from the 2020 SWA Grant Application D Attachment II -Grant Award Notification and December 11, 2019 SWA Board Agenda and Grant Overview D Attachment III - Interlocal Agreement between the CRA and SWA for the 2019 Blighted and Distressed Property Clean-Up and Beautification Grant i i Solid Waste Authority of Palm Beach County Blighted and Distressed Property Clean-up and Beautification Grant Program Boynton Beach CRA Demolition Grant Application k A, .z i; Vs'Sc„ 4 1001 N. Railroad Avenue f fon{ t 115 N. Federal Highway Submitted by The Boynton Beach Community Redevelopment Agency November 1, 2019 BITS*`C F Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Section 1 General Information Section 2 Description of the Project and Impact on the Community Section 3 Estimated Timeframe for Completion Section 4 Project Schedule Section 5 Project Locations and Cost Estimates Section 6 How Will the Project be Maintained? Section 7 Project Budget Section 8 a. MLK Jr. Boulevard Corridor Redevelopment Projects b. 115 N. Federal Highway Assemblage and Adjacent Infrastructure Improvements and Redevelopment Projects C. FY 2019-20 Budget and Resolution (Excerpts of grant items only) d. Boynton Beach CRA 2018 Annual Report ,r tri ir, '`e pit I t t�!'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 1. Gerieroul' Background The Boynton Beach Community Redevelopment Agency (CRA), a public agency created by the City of Boynton Beach pursuant to Chapter 163 Part III of Florida Statutes (The Community Redevelopment Act of 1969), is tasked with eliminating slum and blight within its designated area (see Section 1 - CRA Map). The CRA was established by the City of Boynton Beach City Council on August 4, 1981 with the adoption of Resolution No. 81- SS 1-SS and ordained pursuant to Ordinance No. 82-13 adopted on May 18, 1982 (see Section 1). The original CRA boundaries were subsequently established pursuant to Resolution No. 82-KK adopted in May 4, 1982 and later expanded pursuant to Resolution 98-33 adopted on September 3, 1988. On October 6, 2015, the City Commission appointed itself as the governing body of the CRA with the adoption of Resolution R15-128. Pursuant to Florida Statutes, a community redevelopment area is an area where slum and blight exist. Examples of conditions that can support the creation of a Community Redevelopment Area include, but are not limited to the presence of substandard or inadequate structures, a shortage of affordable housing and inadequate infrastructure. The CRA improves deteriorated areas through revitalization efforts which improves the property values within the designated CRA area and increases property tax revenues. The CRA area is 1,650 acres along the eastern edge of the City of Boynton Beach. The major north/south road in the CRA is Federal Highway/U.S. 1. East/west connectors are Gateway Boulevard, Boynton Beach Boulevard, Woolbright Road, and Gulfstream Boulevard. The CRA is responsible for developing and implementing the Community Redevelopment Plans that addresses the unique needs of the targeted area. The plan includes the overall goals for redevelopment in the area, as well as identifying the types of projects planned for the area. Examples of projects include streetscapes, redevelopment incentives for such things as fagade improvements and structural improvements, infill housing, transportation and infrastructure improvements, and downtown and waterfront revitalization. The redevelopment plan is a living document that can be updated to meet the changing needs within the Community Redevelopment Area. The funding source for CRA redevelopment initiatives is tax increment financing (TIF), a unique tool available to cities and counties for redevelopment activities. It is used to leverage public funds to stimulate redevelopment activity in the targeted area without raising taxes. Until now, the redevelopment activities were guided by four different plans that overlapped and did not provide a focused vision for the entire CRA area. In August 2014, the City Commission and CRA Board held a Strategic Planning Initiative work session, out of which came a high priority recommendation to consolidate the existing plans with a comprehensive update that would reflect the changes in economic environment, the objectives, as well as the achievements of the previous efforts. There has been a consensus that, in spite of these significant achievements, the vision of a vibrant Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application downtown with revitalized corridors has yet to be realized. There are six districts in the consolidated 2016 Boynton Beach Redevelopment Plan (http://catchboynton.com/images/PDF Files/ edevelopmentPlan Final W .pdf). The CRA would like to accomplish two goals with the current Solid Waste Authority (SWA) Blighted and Distressed Property Clean-Up and Beautification Grant request. The request will further the implementation of the 2016 Boynton Beach Redevelopment Plan. By utilizing the SWA funding and leveraged CRA funds, we believe that the implementation of this project will directly impact the quality of life for area residents and encourage further investment into the community. The two proposed project activities in the 2020 grant cycle will include: • Demolish the soon to be acquired property located at 1001 N. Railroad Avenue (see Sections 2 and 5A for closing information and supportive documents). The property is part of the CRA's assemblage that will be part of the MLK Jr. Boulevard Corridor Redevelopment Project within the Heart of Boynton community. The CRA owns three adjacent properties immediately to the west of this site and is working with a local nonprofit, the Community Caring Center of Palm Beach County, Inc. (CCC) to build a new facility for its culinary incubator program. • Demolish the CRA-owned commercial structure located at 115 N. Federal Highway. The property is part of the CRA's assemblage that will be part of the future mixed-use project site adjacent to the future Coastal Link Station within the City of Boynton Beach designated Transit Oriented Development (TOD). The CRA Plan and City's Land Development Regulations (LDRs) indicate the potential for this project to support a mixed-use high density development (150' maximum height, 80 units/acre plus 25% TOD density bonus) with a mixed income residential housing and commercial uses. Grant Request and Justification Last year the CRA received $77,050 from the SWA Blighted and Distressed Property Clean-Up and Beautification Grant for the demolition of a blighted property in preparation for the proposed MLK Jr. Boulevard Corridor Mixed Use Project and for property maintenance activities. This included the continued historic preservation of the Historic Woman's Club of Boynton Beach (HWCBB) located approximately half of a mile south of the 115 N. Federal Highway property to prevent further deterioration and contribution to blighted conditions. Thanks to the SWA's funding for the demolition of 201 N.E 9t" Avenue, the CRA was able to move forward with the redevelopment of a key project for the community. On September 16, 2019, the CRA has entered into a Purchase and Development Agreement with a developer, Centennial Management Corp., for the development of the MLK Jr. Boulevard Corridor Mixed Use Project. The project will be a catalyst and an anchor for the western end of the MLK Jr. Boulevard corridor with 124 affordable housing units and a minimum of 8,250 square foot neighborhood serving commercial uses and associated parking (see attached executed Purchase and Development Agreement in Section 8a). Successful completion of the projects provided ,r tri ir, '`e pit I t t !'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application momentum for the CRA to continue its redevelopment activities in the Federal Highway and along the eastern section of the MLK Jr. Boulevard corridor within the Heart of Boynton Districts. All work related to last year's allocation is expected to be completed by January 2020. For the 2020 grant cycle, the CRA is respectfully requesting a total of $95,450.00 for the demolition of two properties which will assist and leverage CRA funds in preparation for the redevelopment of one of the CRA's key downtown parcels along Boynton Beach Boulevard and further the CRA's economic development efforts in the Heart of Boynton community along the east portion of the MLK Jr. Boulevard corridor. The scope of work under the current funding cycle will further the CRA's efforts to eliminate slum and blighted conditions and will comply with Section 1.3, Eligibility Requirements. Supportive documents are included as part of this submission package. The demolition of the 1001 N. Federal Highway residential structure is needed in preparation for the redevelopment of the eastern portion of the MLK Jr. Boulevard corridor. The nonconforming 1930 structure would be too costly to maintain or be rehabilitated in accordance with current codes and does not contain any historic element as defined by the Secretary of Interior to justify its preservation. A more compact urban environment is envisioned for this corridor with a mixture of modern quality affordable housing and neighborhood serving commercial uses. The public benefits of including this parcel within the MLK Jr. Boulevard Corridor Redevelopment Project would be greater than rehabilitating it as a duplex (see supplemental documents attached MLK Jr. Boulevard Corridor Redevelopment Projects in Section 8a). The CRA is currently working with the Community Caring Center of Palm Beach County (CCC), a nonprofit agency to develop their new culinary incubator on the adjacent properties to the west. This will bring job training and entrepreneurial opportunities to the Heart of Boynton. The CRA is actively pursuing the acquisition of additional properties to the north of this site to create a larger land assemblage to support future neighborhood commercial development in this area. In 2018, the CRA and City were awarded $2.23 million in grant funding from the Transportation Planning Agency Local Initiative (TPA LI) Program and $505,224 from the Federal Land Access Program (FLAP) grand funding for the Boynton Beach Boulevard Complete Street Project. The project will incorporate of traffic calming measures, streetscape enhancements, wider sidewalks, lighting, and accommodations for various modes of transportation. The funders understood the significance of these improvements in support of a sustainable downtown. Along this corridor there is an elementary school, all range of businesses (from traditional retail to the marine industry) and residential communities, various civic, public, and residential uses, and major mass transit nodes. Since the commencement of the Town Square construction at the SE corner of Seacrest and Boynton Beach Boulevards, the development potential is in place for this area with the adoption of the 2016 CRA Plan. However, the finance gap still exists for a multi-storied mixed use development on the 115 N. Federal Highway site. The CRA have been contacted by several developers interested in redeveloping in the area and would like to be able to incentivize the redevelopment of the 115 N. Federal Highway property as part of a larger mixed use project with a transit oriented component. ,r tri ir, '`e pit I t t�!'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Similar to the last fiscal year, competing priorities required the CRA to allocate more funds in the FY 2018-19 to other capital projects. These include assisting the City in the redevelopment of Town Square ($3.7 million), $1.9 million for the MILK Jr. Boulevard Corridor Redevelopment Project, and $878,812 committed for other redevelopment projects, leaving only $183,888 for site work and demolition activities (see attached excerpts from FY 2019-20 Budget and Resolution). Since the adoption of the FY 2019- 20 Budget on September 10, 2019, approximately$40,000 of the $183,888 budgeted has already been committed to the beautification of MILK Jr. Boulevard and water and sewer improvements for several affordable housing units within the Heart of Boynton. It is anticipated that the remaining $143,888 will be used to address additional infrastructure needs throughout the CRA District, illegal dumping, and Phases I and II Environmental Assessments, not just demolition. The requested SWA grant funding will be leveraged with CRA funds (see Section 5 for detailed cost estimates for items in this application). If grant funding is not available, the CRA will have less funds available to help with the delivery of affordable housing and elimination of slum and blighted conditions. The two demolitions were identified after the adoption of the FY 2019-20 Budget and therefore were not included in the Budget. As a government agency whose mission is to eliminate slum and blight, our 37-year record of successful redevelopment will ensure that the grant funding will be properly used in alignment with the SWA's grant objectives to improve the quality of life and provide a safer, healthier and more aesthetically pleasing environment. Since the CRA team will be responsible for all phases of the grant implementation, consistent quality and safety controls will be maintained throughout the demolition and property maintenance processes. If the requested funds are awarded, the CRA is confident it will able to successfully complete the demolition of the two properties within 12 months. Furthermore, as a past grant recipient for the past three years, the CRA has the demonstrated capacity to perform the work within the designated time. Conclusion The grant funds would allow the blighted property to be demolished timely and help improve the overall appearance of the Heart of Boynton District, contributing to community pride and ownership and facilitating the community's desire to implement its 2016 Boynton Beach Community Redevelopment Plan. Key assemblages and redevelopment of properties such as the 115 N. Federal Highway property allows the CRA to make Transit Oriented Developments an integral part of a more inclusive and accessible downtown. Additionally, connecting 1-95 to the Intracoastal Waterway via Boynton Beach Boulevard implements good planning principles by facilitating the use of alternative modes of transportation and better utilization of the waterways. This leveraging of funds is another example of how creative partnerships between public agencies (ACOE, FDOT, PBC, City of Boynton Beach, and CRA) can accomplish more than what ,r tri ir, '`e pit I t t !'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application each can do alone. Since the CRA is a public entity that is charged with the redevelopment of the area, this is a long-term commitment for the Agency. Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 2. De_,scri IJ 1, & N ption ofthe Project and Irnpact on therornrnurnty Demolition Activities The CRA is requesting $95,450.00 to be used for the demolition of the 1001 N. Railroad Avenue and 115 N. Federal Highway properties. The demolition of the 1001 N. Railroad Avenue is another example of the CRA's continued efforts to eliminate slum and blighted influences within the Heart of Boynton District. On September 10, 2019, the CRA entered into a purchase and sale agreement to acquired the property for $75,000 with a closing date of October 15, 2019. A 30-day extension to the closing date was requested by the seller to address an issue regarding a squatter or transients on the premise. The CRA will not proceed with the demolition process until the owner relocates the squatter or transients. It is therefore anticipated the demolition process will not start until spring of 2020. Quote for the asbestos survey and demolition were obtained and is attached along with the estimate for asbestos abatement if asbestos containing materials are found on the premise since access cannot be obtained while there are occupants in the unit. The abatement cost estimate is based on a recent abatement of a comparable structure. If required, abatement will take place prior to the demolition activities. Unless there are building permit backlog, it is anticipated that demolition permit for this property may be issued by April 15, 2020 and demolition of this property be completed by May 15, 2020. In furthering the redevelopment goals contained in the adopted 2016 CRA Plan, Heart of Boynton District, 1001 N. Railroad Avenue will be redeveloped as part of the east portion of the MLK Jr. Boulevard Corridor Redevelopment with neighborhood serving commercial uses supplementing the adjacent Community Caring Center of Palm Beach County's culinary incubator (Section 8a for more information). Continued investment in an underserved area like the Heart of Boynton District reaffirms to the community that their CRA Plan is at work, building confidence and trust between residents and their government. As previously stated the 115 N. Federal Highway property was purchased by the CRA in May 2018 in its continued effort to implement the City's Transit Oriented Development goals. The property currently supports a 1953, two-story, 13,664 square foot building previously used by the Congregational Church. To facilitate the Town Square construction, the City needed to relocate City Hall and the Library to a temporary location on Quantum Boulevard. The community expressed the desire to keep the library downtown and the CRA was requested to allow the City to use the 115 N. Federal Highway property as the temporary library and church use. The City paid to renovate the 115 N. Federal Highway building at a cost savings to the City of approximately$1.5 million dollars. In June 2020, the new City Hall/Library building in Town Square is anticipated to be completed and all library services will be vacated from the 115 N. Federal Highway property. 1, tinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Since the Boynton Beach Boulevard improvements will not be let by FDOT until early 2023 and this is an area in transition, the CRA feels that the inactivity along this and the US 1 corridor will contribute to the slum and blight condition and attract the undesirable activities to the vacant 115 N. Federal Highway property that existed prior to the CRA's ownership. An example of these activities may be seen in the attached Boynton Beach Police Department's Calls for Service Report (see Section 5A). Additionally, reactivating this building for other uses will be cost prohibitive for the CRA since the highest and best use favors a multi-storied high density mixed use development. (150' maximum height, 80 units/acre plus 25% TOD density bonus) The CRA hopes to demolish the existing 115 N. Federal Highway building in order to prepare the site for redevelopment and protect the existing private investments stimulated by the new mixed use developments of Casa Costa, Marina Village, and 500 Ocean projects in the area. Next to the Town Square project, this is the second most significant land assemblage in terms of location and size that the CRA will undertake for the development of a sustainable Downtown Boynton Beach. The preliminary schedule is attached for the SWA's consideration. The redevelopment of these properties should stabilize the neighborhood through the creation of viable commercial properties, bringing new employers, residents, and visitors into the area who will contribute to the fabric of the community. The CRA has been engaging the community for the past three decades and has continued to do so by requiring the selected developers to involve the community in the redevelopment process as well as requiring the new development to incorporate the area's culture and history as well as contribute to the City's wealth building initiative. The redevelopment of these properties will provide a much-needed improvement to the streetscape and further our efforts in the elimination of slum and blighted conditions in these areas. I t t�!'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Activities Unit Cost of service ($) 1001 N. Railroad Avenue Asbestos Survey 1 450.00 Asbestos Abatement (includes price adjustment based on 2014 comparable estimate) 1 4,250.00 Demolition (including sod installation) 1 6,000.00 Permit Fee 1 250.00 Total $10,950.00 115 N. Federal Highway Asbestos Survey 1 500.00 Demolition including installation of stabilized sod 1 82,000.00 Permit Fee 1 2,000.00 Total $84,500.00 OVERALL DEMOLITION TOTAL ' $95,450.00 ,r tri ir, '`e pit I t ti'ri rtinq', ( ,( di fit,I,i''i'i } ,t;� rr ;'I`;' 1 i -;( i ;) I ,s.I i2r ri }t '. j ,it('; _ • Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Upon execution of the ILA between the SWA and the CRA, the CRA will prepare the demolition contract for the 1001 N. Railroad Avenue property and necessary ITB document for the demolition of the 115 N. Federal Highway property. The asbestos survey and report should be completed for the 1001 N. Railroad Avenue property within 30 days of execution of the ILA. If asbestos abatement will be required for the property, it will be done prior to submission of the demolition permit application to the City of Boynton Beach for review and approval. The demolition activities can begin upon issuance of the demolition permit by the City. Mobilization and demolition will take approximately 15 days for the 1001 N. Railroad Avenue property and approximately 30 days for the 115 N. Federal Highway property. All demolition activities should be completed and closed out by within the 12 month 2020 SWA grant cycle. It is anticipated that the demolition of the 115 N. Federal Highway building will require an ITB pursuant to the City's procurement requirements. The ITB process for the demolition will take approximately 60 days and can occur concurrently with the Library's move to the new facility in Town Square. Based on the schedule below, the demolition activities for this property can be done within the estimated time period of six months. Additionally, as a past recipient of this grant, the CRA has streamlined the grant implementation and reporting processes to effectively communicate and address unforeseen issues efficiently for the successful completion of the project. 1, tinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Task Start Date Completion Date Entity Responsible Demolition** 1001 N. Railroad Avenue February 1 , 2020 June 15, 2020 Boynton Beach CRA 115 N. Federal Highway* June 1, 2020 December 1, Boynton Beach 2020 CRA * ITB is required if over$75,000 and ITB process is included in the timeline ** Due to recent statutory changes regulating CRAs (HB 9), the BBCRA is required to comply with the City of Boynton Beach's Procurement Requirements All CRA activities relating to the SWA grant must comply with the attached excerpts of the City of Boynton Beach's procurement procedures and policies. ,r tri ir, '`e pit I t t !'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application , Jlrfjje4,,, LA C4,3110 Demolition Sites The CRA entered into a Purchase and Sale Agreement with the owner of 1001 N. Railroad Avenue on September 10, 2019 with an October 15, 2019 closing date. The subject property supports a 1,106 square foot single family structure built in 1930. This corridor is a priority redevelopment area for the City and CRA since it was once a thriving commercial corridor in the African American community and is centrally located in the Heart of Boynton District. The requested demolition funds will enable the equitable redevelopment of an underserve area, bringing it closer to the quality of the new residential and mixed-use projects in other CRA Districts along the commercial Woolbright Road, Boynton Beach Boulevard, and the Federal Highway corridors. The attached maps and photos are provided to show the existing conditions of the buildings and surrounding properties. It should be noted that the CRA have invested heavily in the Heart of Boynton neighborhoods by supporting the local housing partners such as Habitat for Humanity of South Florida (HFHSPBC), Boynton Beach Community Development Corporation (CDC), and Centennial Management Corp. (CMC), a for-profit multifamily affordable housing developer. The CRA have acquired, assembled, and made land available at a low or no cost to these housing providers and will continue to do so to prevent displacement and gentrification. Additionally, the CRA also contributed over $600,000 towards the renovation of the Sara Sims Park located at the SW corner of MILK Jr. and Seacrest Boulevards which was recently completed in October 2019. In FY 2019- 20, the CRA has budgeted $500,000 for the NE 3rd Avenue roadway and infrastructure improvements and $550,000 towards the relocation of the CCC's culinary incubator to anchor the eastern MILK Jr. Boulevard corridor. There is still more left to be done and with the SWA's grant assistance, the CRA resources can be stretched even further. Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 1001 N. Railroad Avenue e� v t V F i 3rr North Elevation #. 4 F 4 [ 7 \fir South Elevation �,r vri ir, 0(,;iV I t t�i'ri rtinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Imm a"v v East Elevation 7— t N, 14 i III, iliffiil�ijij jl�I 1111111:�Ilm l�� ME ryry °.T sir West Elevation 0(,;,t I t ,�i'ri rtinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Adjacent Properties fie: ly r l r North 6 lk t 'E IN S, South Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 1 �o N� t t � � Rtu t �ir East h -- t West �,r tri�ir,i� �,�`e pit I t t�i'ri�r�ii�iQ�,� I{( ,( di fit,I,i''i'i } ,t�;{ r�{,�) ;'I`;' 1 I i -;( i�;) �I�,s.I � i2r ri�}t �'�. ��j ,it(�. I _ • Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application £ MLK Jr. Boulevard looking west t £t f n, y € tt, i qs� 0 MLK Jr. Boulevard looking east Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application r �l I! i4 a �4 y 1 , 4 T� , tr t 3 t , Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 115 N. Federal Highway MI 4 � i w 4 ir�4 2 4 t t �4�V 4 4�1 t 4"F41 - 111,11i III 4 Ott, 41 North Elevation � 4fY t F St r, South Elevation �,4 4ri i4, 0(,;44I t 4�1'ri rtinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application }iitttlf,r, is{4,}t �� s {ia } �MA 14r tit r . i - � — s , m r_ East Elevation West Elevation 0(,;,t I t 4�1'ri rtinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Adjacent Properties i3 Casa Costa (395 condos and commercial space) and Marina Village (338 condos and commercial space) i - �� Previous successful CRA land assemblages that have resulted North in new mixed use 500 Ocean ( 341 apartments, ""' or residential r� commercial and office spaces) projects In Downtown Boynton Beach 1 � Alley along south side of building South Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Gty !, r _ � c} i nh l fr 7�t', ltd k kg _ ww�_ua� � "� ��,� ,V sfS � }�nr ;fk✓�{ � it f �� ft };tr k , South side of alley r� Future Ocean One site (231 apartments and commercial spaces F East 0(,;i}I t t�i'ri rtinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 1�1 "IMP�M,MP*For Will West (FEC Railway) �,r tri ir, 0(,;,t I t t�i'ri rtinq', � n �U *llsb 1-11LH-1,210""IIIY As kYh s"V'I1* lll:xlll37 a co U# 2 ti -0 ca G m , z T • ca � � sa E �Ia as r r� ra 40 r � my y y v€ooew,etw SWd1 tf3 v� �""�✓ tr7afirf7+1,fir" '�J LI�G� to� :9 Ss� i llltlH ft Yfl11ff 11111 k!(tf Ip I!� �� t l g[nLRkSi4 Q s -— ~ a t "1 I • � ray _- ��-'t`_ _ � r1��4. `t.r rg`. £� :<�rr� ,.V� �fr �::� -: 1 r CIA tin CIA0 �r u CIA r 1ff t�"v '-kJ f s{� t � � i ?r� Y�� t 1St � �'�n$� �1',' 4 '°,{•' As 1 � S fir, 't s • st t V s IN d: C I , I � � r ¢ j 3 i rc tr I tr. i 6ts i }1, � } r 1 �h Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 6. How ffi-he F'roifam.1- be As previously mentioned, the CRA employs a full-time Development Services Manager, Ms. Theresa Utterback, whose primaryjob is to procure services and manage all activities needed to rehabilitate/renovate and maintain all CRA-owned properties. In addition, the CRA also contracted with Vincent and Sons Landscaping, Inc. for property and lawn maintenance services for CRA-owned properties (see attached executed contract and change orders). All services have been previously procured in accordance with the CRA's procurement policy. The contract is a two-year contract (July 1, 2018 ending on June 30, 2020) with one additional one-year option to renew. This will ensure that the property maintenance will not be interrupted. Ms. Utterback and Assistant Director, Ms. Thuy Shutt, will be the CRA's representatives for the SWA Blighted and Distressed Property Clean-Up and Beautification Grant Program. As previously mentioned, Ms. Shutt will be overseeing the administrative components of the grant but the daily implementer will be Ms. Utterback through the CRA's contractors. Successful revitalization and redevelopment do not stop at the brick and mortar activities. Ongoing maintenance needs to be considered to protect the public and private investments within the entire CRA District not just on CRA-owned properties. The CRA will continue to commit its resources and employ best management practices on a regular basis to achieve the highest standard of care. An example of this is the recent increase in the frequency of mowing from twice to three times monthly for the Boynton Harbor Marina property (See Vincent and Sons Change Order #4). Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application . � 40 - " 1, The attached project budget does not take into account the acquisition costs for the MILK Jr. Boulevard land assemblage or the CRA's contribution to the property maintenance of other CRA-owned properties along the corridor. Detailed costs estimates for the demolition and documentation are attached for review. Since access to the 1001 N. Federal Highway property can be obtained at time of grant application for the asbestos survey to be performed, the CRA has submitted an estimate for the abatement based on a comparable building plus a 3% cost escalation per year for five years since 2014. The asbestos abatement, if required, shall be done through a request for quotes process in compliance with the City's procurement requirements. A demolition quote for the 115 N. Federal Highway building was obtained and is included in this grant application. The CRA will need to issue an Invitation to Bid (ITB) subsequent to grant award notification. The CRA will pay for any cost that will exceed the requested funding since bid prices and the proposing contractors' and environmental consultant's availability may be subject to change without an executed contract. ,r tri ir, '`e pit I t t�!'ri rtii.q.', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application � o 0 o CCA) 0 0 0 43� _R CO � OL O CD C� a O CO m d A.-W O CO _R CB O N R Q) C C C=> O O LCB L CD O C- O R � U O x D U O O O O O O R C=> C=> C=> O O O O C--> O O O R ti O ti CO U cfl O O CC C=!- h oC=> o_ o_ o rn oL 0 O o CO rn Cv � o O O o w CD of O� O J R R cr� LC7 Q O � �N"� O C/3 O O O d�7 O O cc XNO O O H � � >- h LC! 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Y t 4 m , 1 9, QOM y nu ZLU �4�r PALM BEACH mow. Transportation Planning October 11, 2018 Ms. Thuy Shutt, , Assistant Director Boynton Beach Community Redevelopment Agency 710 N. Federal Hwy. Boynton Beach, FL 33435 RE: Local Initiatives Boynton Beach Boulevard Dear Ms. Thuy Shutt, Congratulations, the Boynton Beach Boulevard project submitted by the City of Boynton Beach during the 2018 Local Initiatives Program application cycle was incuded on the Palm Beach TPA's FY20-24 Priority Project list, adopted on September 20, 2018. The prioritized federal funding amount is $2,232,414. Projects are expected to appear on the FDOT Draft Tentative Work Program in December 2018. Formal adoption of the FDOT Work Program and the TPA Transportation Improvement Program (TIP) is in June 2019. Please note, programmed funding in the TIP is intended to produce the outcomes specified in the scope of the project. Minor changes to the scope and cost of the project are acceptable and expected. However, major scoping changes or large increases in cost that impact available funding will require review by TPA staff and FDOT, and require TPA governing board approval. We recommend assuming that any cost increases from the original amount are paid for with local funds. Once the project is put into the FDOT Work Program, it will be assigned to an FDOT project manager who will be able to assist you throughout the delivery of the project. Thank you for submitting a project that will provide a more safe, efficient, and connected multimodal transportation system. Should you have any questions, please contact Andrew Uhlir, Palm Beach TPA TIP Coordinator, by email: AUhlir BeachTPA.9M or by phone at (561) 684-4114. Sincerely, ,eA�P4- Andrew Uhlir Deputy Director of Program Development Cc: Sabrina Aubrey, Program Management, FDOT District 4 Nick Uhren, Palm Beach TPA Cc Tim Howard, City of Boynton Beach 2300 North Jag Road 4th Floor, West Palm Beach, FL 33411 1 561.684.4170 1 PaimBeachTPA,or aEastern Federai Lands 21400 Ridgetop Circle U.S.Deparinient Highway Division Sterling, VA 20166-6511 of Transportaffon Federal:Highway Administration SENT VIA ELECTRONIC CORRESPONDENCE APR 2 4 2019 In Reply Refer to: HFPP-15 Mr. Thuy Shutt, Assistant Director Boynton Beach Community Redevelopment Agency 71011 Federal Highway Boynton Beach, FL 33435 Subject: Federal Lands Access Program (FLAP) Boynton Beach Boulevard Complete Streets(FL 23) Dear Mr. Shutt: We are pleased to inform you that the project proposal for the Boynton Beach Boulevard Complete Streets(FL 23) submitted under the Federal Fiscal Year(FY) 2019-2022 FLAP call for projects,has been recommended for programming by the members of the Florida Programming Decisions Committee (PDC) subject to the availability of funding. This project is tentatively programmed for the full amount requested in your application, with delivery by the Florida Department of Transportation. Funding is programmed for Preliminary Engineering work in FY 2021. Please note that funding beyond FY 2020 is subject to the availability of funds and is contingent on reauthorization of the Access Program by Congress. The next step in the process is for the Eastern Federal Lands Highway Division(EFLHD)to coordinate and develop a project Memorandum of Agreement (MOA)with the Federal, State and local agency partners. The project MOA will indicate the project delivery method, FLAP funding limits, other funding sources, if applicable, and the match requirement for your project. The MOA will also define the specific roles and responsibilities of each of the agreement signatories, a proposed schedule for project development and the necessary stewardship and oversight activities. Please complete the attached FLAP Agreement Worksheet and provide to the FLAP Programs Team at EFLAccess Pro g ramdot.gov within 30 business days following your receipt of this letter. This will aid EFLHD in scheduling the start of the MOA development process. Ms. Jacinda Russell, Access Program Manager, or another member of the Programs team, will be contacting you to initiate the development of the formal MOA document. 2 We look forward to working closely with your agency to implement a successful project. If you have any questions, please feel free to contact Ms. Russell at 571-434-1543 or Jacinda.RussellAdot.gQI1 or Mr. Edward Starks at 703-948-1446 or Edward.Starks@dot.gov. Sincerely yours, t Holly E. Bell Planning& Programs Manager Enclosure cc: Mr. Sean McAuliffe, Federal Aid Programs Manager, FDOT Mr. Eric Poole, Assistant Legislative Director, Florida Association of Counties Mr. Chad Thompson, Program Operations Engineer, FHWA FL Division Mr. Milan A. Mora Murphy, Chief, Water Resources Division, USAGE Mr. Ryan Hartwig, Recreation Business Line Manager, USAGE FLAP Project Worksheet— EFL FL 23 1. AUTHORITY • City of Boynton Beach, Florida • Florida Department of Transportation • EFLHD—23 U.S.0 204 2. PROJECT LOCATION Begin End Boynton Beach Blvd (SR 804) 1-95 East of US 1 Termini Mile Post or Landmark POT STA.445+88.85 POT STA.490+64.97 Termini Latitude 26.528925 26.528910 Termini Longitude -80.071952 -80.058298 3. ANTICIPATED PROJECT SCHEUDLE Schedule Start-Finish Responsible Lead Product/Service/Role (MM/YY-MM/YY) FDOT NEPA Document FDOT Final Design 02/2021-10/2022 FDOT Advertisement 07/2023-07/2023 FDOT Construction Engineering 11/2023-02/2024 FDOT Construction 03/2024- FDOT Contract Closeout 4. PROJECT BUDGET Item Estimate Comments Preliminary Engineering $631,530.00 Funding was allocated for preliminary engineering only Construction Engineering Construction Cost Right-of-way Other Costs S. PROJECT DESIGN STANDARDS Criteria Comments Standard FDOT, 2017 Design Standards Functional Classification 16—Minor Arterial - Urban Surface Type Asphalt Design Volume I RESOLUTION NO. R19-064 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, 3 AUTHORIZING THE FLORIDA DEPARTMENT OF 4 TRANSPORTATION TO PROCEEDI , 5 CONSTRUCTION AND ADMINISTRATION OF THE BOYNTON 6 BEACH BOULEVARDCOMPLETE STREETS PROJECTN 7 NW 3RD STREET AND FEDERAL HIGHWAY; AND PROVIDING AN 8 EFFECTIVE DATE. 9 WHEREAS, the Federal Lands Access Program (FLAP) was created by the "Moving 10 Ahead for Progress in the 21 st Century Act" and continued in the "Fixing America's Surface 11 Transportation" (FAST) Act of 2015 to improve state and local transportation facilities that 12 provide access to and though federal lands for visitors and recreationists; and 13 14 WHEREAS, the Boynton Beach Community Redevelopment Agency (CRA), on 15 behalf of the City, submitted a project application for a FLAP Grant that would help fund the 16 Boynton Beach Boulevard Complete Streets project; and 17 18 WHEREAS, on April 24, 2019, this project was selected and fully funded (for 19 $631,530) for use towards Engineering design of the full project (see attachment 1 Award 20 Letter); and 21 22 WHEREAS, the project is currently included in the Florida Department of 23 Transportation(FDOT)work program for design in Fiscal Year 2021 and construction in Fiscal 24 Year 2023; and 25 26 WHEREAS, FDOT will be responsible for the design,construction,and administration 27 of the project. 28 29 NOW, THEREFORE, LVE CITY COMMISSION 30 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 31 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 32 being true and correct and are hereby made a specific part of this Resolution upon adoption 33 hereof. 34 Section 2. The City Commission authorizes FDOT to proceed with design and 35 construction of the Boynton Beach Boulevard Complete Street Project. 36 Section 3. This Resolution will become effective immediately upon passage. 37 1 C:\Llsers\StanzionetlAppdata\Local\Microsoft\Windows\In eteache\]E\94X1 W K 7N\Authorizing_FDOT_To_Proceed_Complete_Streets_Proj ect - Reso.Doex 38 PASSED AND ADOPTED this , icql___ day of_ 5LILYle- 2019. 39 40 CITY OF BOYNTON BEACH, FLORIDA 41 42 YES NO 43 44 Mayor Steven B. Grant 45 46 Vice Mayor--Justin Katz ------------ 47 48 Commissioner--- Mack McCray 49 50 Commissioner - Christina L. Romelus --- --------- 51 52 Commissioner-Ty Penserga .......... ........................... 53 54 VOTE 55 ATTEST: 56 57 58 59 Queenester Nieves, Deputy City Clerk 60 61 62 63 64 (Corporate Seal) GIT r", A oil 2 C:\Users\StanzionetlAppdata\Local\Microsoft\Windows\lnetcache\IE\94XIWK7N\Authorizing_FDOT—To_Proceed—Complete_Streets_Proj ect--Reso.Doex Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application Sc. rPtAFY2019-2OBu(.�""9e-"+ Czt'll."" 'ReSoN'.u,+iot,,i ('E,Kl-r( ..,jwlpft of"grarit mterrm Ij of"lly) 0(,;,t 1, tinq', Boynton Beach CRA 2020 SWA Blighted and Distressed Property Demolition Application Clean-up and Beautification Grant Application 811fi BOyj,,j+0j,,j Beel-rhCRIA From: Mariana Feldpausch To: Jeannite.Alexina;Shutt.Thuv;snelson@cityofpahokee.com; mesidort@mvdelravbeach.com; Dunmyer.Gary; Christian Dabros;flofaso@Iakworthbeachfl.aov; Ken Roundtree;epearsonCalakeclarke.ora;ilucasCavpsfl.ora; ncollins@southbavcitv.com Cc: John Archambo; Paul Dumars Subject: 2020 Blighted Grant Awardees Date: Wednesday,December 11,2019 11:54:22 AM Good Afternoon, Thank you for your application to the 2020 Blighted and Distressed Property Clean-up and Beautification Grant. Today Wednesday, December 11, 2019, at the SWA regular Board Meeting, the Board approved six grant applications. The six proposed projects awarded were: • Boynton Beach CRA—Demolition • City of Pahokee—Hospital Demolition • City of South Bay—625 Palm Beach Road Demolition Project • Lake Worth Beach CRA—Block 23 Redevelopment Project—Phase I Demolition of Three Blighted Structures • Town of Lake Clarke Shores-6900 West Lake Drive Residence Demolition • Village of Palm Springs—Construction of Foxtail Palm Park Should your project have been one of the awardees, we will be in contact with the ILA for your review and approval after preparation and review by our legal counsel. Again thank you very much for your submission and should you have any questions or concerns please feel free to contact me. Happy Holidays, M GUV'LGi�Fd 4aud v CIS Operations Manager Solid Waste Authority of PBC 7501 N Jog Road West Palm Beach, FL 33412 Ph: 561-640-4741 Cell: 561-319-8361 Please note: Florida has a very broad public records law. Most communications to or from the Solid Waste Authority are considered to be public records and will be made available to the public and the media upon request. Therefore,your e-mail message may be subject to public disclosure. A � MEM, SOLID WASTE AUTHORITY BOARD REGULAR MEETING DECEMBER 11, 2019 9:00 AM REVISED:12/9/2019 CAC Recommendations SOLID WASTE AUTHORITY 7501 N.JOG ROAD,AUDITORIUM WEST PALM BEACH,FLORIDA 33412 www.swa.org 1. CALL TO ORDER ROLL CALL INVOCATION PLEDGE OF ALLEGIANCE 2. AGENDA: Additions/Deletions 3. MINUTES: October 16,2019 [Regular Meeting] November 19,2019 [Special Meeting] 4. MINUTES: Citizens' Advisory Committee December 4,2019(R&F) 5. RECOMMENDED CONSENTAGENDA a. Sole Source Procurements Recommendation: Receive and file. CAC Recommendation: Support staffs recommendation. b. Adopt-A-Highway Litter Removal Extensions Recommendation: Receive and file. CAC Recommendation: Support staffs recommendation. c. Contract for Providing Geographic Information Systems(GIS)Consulting Services Recommendation: Authorize Executive Director to execute a contract with Florida Technical Consultants,LLC and Baxter&Woodman,Inc. for providing GIS Consulting Services,subject to legal sufficiency approval by General Counsel. CAC Recommendation: Support staffs recommendation. Page 1 Solid Waste Authority Board Meeting December 11,2019 6. MATTERS BY THE PUBLIC Anyone wishing to address the Board should complete a Request Card furnished on the Agenda table. Upon completion, please pass to the Clerk BEFORE the beginning of the meeting. Thank you for your cooperation. 7. PUBLIC HEARING/WORKSHOP None. 8. OLD BUSINESS (POSTPONED ITEMS) None. 9. NEW BUSINESS A. EXECUTIVE DIRECTOR (D.Pellowitz) None. B. LEGAL COUNSEL (Howard Falcon,Attorney) None. C. OPERATIONS,FIELD SERVICES AND UTILITIES (Mark Eyeington,Chief) None. D. CUSTOMER INFORMATION SERVICES (John Archambo,Director) 1 2019 Blighted and Distressed Property Cleanup and Beautification Grant Award Recommendation: Seek Board direction. CAC Recommendation: No action taken (refer to CAC Minutes for detailed discussion). 2. Amendment#1 to Solid Waste and Recycling Collection Services Contract: Service Areas 1 —4 and 6 Recommendation: Authorize Executive Director to execute Amendment #1 to the Solid Waste and Recycling Collection Services Contract for Service Areas 1 — 4 and 6 making the Authority responsible for payment of$82.00 per cart exchange necessary moving forward.Amendment#1 is subject to legal sufficiency approval by General Counsel. CAC Recommendation: Support staff's recommendation. Page 2 Solid Waste Authority Board Meeting December 11,2019 9. NEW BUSINESS (continued) E. ENGINEERING AND CONSTRUCTION SERVICES (Ramana Kari,Chief) None. F. PLANNING&ENVIRONMENTAL PROGRAMS (Mary Beth Morrison,Director) None. G. FINANCIAL MANAGEMENT SERVICES (Paul Dumars,Chief) None. 10. OTHER SCHEDULED MATTERS 11. COMMENTS BY GENERAL COUNSEL 12. COMMENTS BY AUTHORITY STAFF 13. COMMENTS BY THE BOARD Vice Mayor Robert S. Weinroth,Chair Commissioner Gregg Weiss,Vice Chair Commissioner Mack Bernard, Secretary Commissioner Hal Valeche,Member Mayor Dave Kerner,Member Commissioner Mary Lou Berger,Member Commissioner Melissa McKinlay,Member 14. CONFUZMATION OF MEETING DATES Wednesday,February 19,2020 at 9:00 AM-Regular Meeting "If any interested person desires to appeal any decision made by the Board with respect to any matter considered at this meeting or hearing, such interested person will need a record of the proceedings, and for such purposes may need to ensure that a verbatim record of the proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based." (F.S.268.0105) Page 3 YOUR Z'AI21'NER FOR SOLID WASTE SOLUTIONS November 19, 2019 MEMORANDUM TO: Vice Mayor Robert S. Weinroth, Chair and Solid Waste Authority Board Member SUBJECT: 2019 Blighted and Distressed Property Cleanup and Beautification Grant Award RECOMMENDATION: Seek Board Direction BACKGROUND: Now in its fifth year the SWA Blighted and Distressed Property Cleanup and Beautification Grant, made possible by funds from the supplemental waste project, has awarded a total of $2,744,522.25 to its governmental partners to reduce blighted areas throughout the county. In August 2019, the Board approved $750K for the 2020 Blighted and Distressed Property Cleanup and Beautification Grant. Fourteen (14) applications from eight (8) distinct applicants (municipalities and their CRAB are considered as one applicant) were received requesting grant funds totaling $2,137,871.04. A copy of each application and a summary of those applications were provided to the Board for review in November 2019. Staff has performed a review of the applications to determine compliance with the intent of the program, and it is Staff's opinion that all of the projects meet the program requirements, with the exception of the following that are not entirely compliant: • Lake Worth Beach CRA Block 23 Redevelopment Project — Phase II Historic Structure Relocation Incentive Program for $125K. This proposed funding would be provided to the buyers of the historic homes to offset their cost of relocating the property. This project, while worthy, is more of a redevelopment project than blight elimination, and further, as the homes would no longer be the property of the City, the proposal does not meet the ownership requirement of the program because the payments essentially go to the new owners of the homes. Ct 0 Psi ITEM Pa' ',ye # 7501 North Jag Road,West Palm each,Florida 33412 (561)640-4000 FAX(561)5 - - Vice Mayor Robert S. Weinroth, Chair and Solid Waste Authority Board Members November 19, 2019 Page 2 • Delray Beach CRA Property Maintenance and Beautification for $152,692.66. This funding would be used to alleviate "unanticipated shortfalls in the CRA's budget". Based on the description on Page 5 of their submittal, this requested funding is operational in nature including paying for a portion of the Manager's salary, and not project specific, and not as well aligned with the program as other proposals. • Historic Home Renovations for $184,083.33. While laudable, the renovation of a historic home is not well aligned with the program objective of eliminating blight. In light of the above, the total eligible requested amounts equal $1,676,095, which exceeds the budget by $926,095. The grant eligibility criteria are as follows: • Property must be under the sole ownership and control of the applicant. • Project must be located in Palm Beach County, visible, accessible and beneficial to the surrounding community. • Project must be capable of being completed within twelve (12) months. • Property should be: o Distressed or blighted with/without derelict or damaged structures, or with structures requiring maintenance or repairs; or o Subject to trespass or illegal entry; or o Subject to chronic illegal dumping or littering; or, o Otherwise eligible at the discretion of the Authority. From the grant application, examples of projects and activities that would qualify:. • Recycling, hauling and disposal costs associated with the demolition of derelict/abandoned structures; • Recycling, hauling and disposal costs associated with land clearing/landscape improvement projects; • Recycling, hauling and disposal costs associated with litter cleanup of land and waterways; • Recycling, hauling and disposal costs associated with vacant lot cleanup; • Projects or Activities that mitigate illegal dumping, including lighting, fencing and gate installation; • Costs of other beautification, cleanup or maintenance projects that may be approved. From the grant application, examples of projects and activities that would not qualify:. • Projects on private property; • Projects with incomplete applications; • Projects on property without the property owner's consent; • Projects that otherwise have a dedicated funding source (e.g., road and bridge projects); w 44.¢¢ > e,•. � A of + Vice Mayor Robert S. Weinroth, Chair and Solid Waste Authority Board Members November 19, 2019 Page 2 Projects that lack a significant recycling and/or solid waste management (hauling and disposal) component. In accordance with the requirements of the grant, applicants are required to provide for the maintenance and upkeep of the project once complete, and to clearly identify how the project, once complete, will be maintained to prevent it from reverting back to its prior state. Further, as stated in the grant application, it is not the Authority's intent to provide 100% of the funding for a project, but rather to supplement other funding sources, such as force account labor or other grants, but we have approved such requests in the past. This funding information is provided in the attached summaries. Staff has also provided, in the attached summaries, the value of grants previously awarded for your information. There are two applicants (Palm Springs and South Bay) that have not previously applied. The others have applied and been awarded grants in the amounts specified in the attached summaries. Staff requests that the Board review the grant applications and identify the projects it wishes to fund this year, and the amounts to be funded. Staff will be available to assist in the deliberations as requested and to answer questions. BUDGET IMPACT: None ATTACHMENTS: 2020 Blighted and Distressed Property Cleanup and Beautification Grant Summary REVIEWS: Director: Date:l 2 Director, Contract Mana and Compliance: ., Date: A � Chief Officer: Date:r �� Finance: (as required) Date: Legal Counsel: (as required) Date: La 1 Executive Director: , Date: _ f 2020 BLIGHTED AND DISTRESSED PROPERTY CLEAN-UP AND BEAUTIFICATION GRANT OVERVIEW 1. C1 of South Ba 625 Palm Beach Road demolition P'ro'ect Grant amount requested: $264,040.00/Total Project Cost: $264,040.00/Cost-Share: $0 Project: Demolition of a dilapidated 7,544 square foot CBS building which is supported by a 5" structural concrete floor slab at 625 Palm Beach Road. Proposed future use of the land is to develop a community center and business incubator for public use. Staff has requested validation of cost for the total grant amount. Review Findings: Project meets the grant criteria. Previous Grants Allocated: Not applicable. 2. Village of Palm S r n s Construction of Foxtail Palm Park Grant amount requested: $71,864.45/Total Project Cost: $730,000.00/Cost-Share: $658,135.55 Project: Clean-up property, remove damaged vegetation, purchase and plant new vegetation, clean overgrown vegetation and increase lake's ability to hold water, and installation of lake liner to maintain water level and decrease disease. The grant efforts will facilitate the end result which is the construction of Foxtail Palm Park, a neighborhood park, consisting of a lake with fountain, walking fitness trail around the perimeter, playground, small parking area and a gazebo. Review Findings: Project meets the grant criteria. Previous Grants Allocated: Not applicable. 3. Town of Lake Clarke Shores 6900 West Lake Drive Residence Demolition Grant Amount Requested: $29,871.80/Total Project Cost: $47,361.80/Cost-Share: $17,490.00 Project: Demolition of distressed and blighted single family home located at 6900 West Lake Drive. Once demolition project is complete the Town will then re-sod the property and install a temporary irrigation system and maintain the vacant lot. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2018 - $59,700.00. 4. Northern Palm Beach County Improvement District Horseshoe Acres Exotic Tree and Brush Removal Phase 2 Grant Amount Requested: $135,000.00/Total Project Cost: $140,700.00/Cost-Share: $5,700.00 Project: Removal of exotic trees and brush along the canal right-of-way from four (4) sections in Horseshoe Acres. Each section will be surveyed to ensure NPBCID property interest. The objective is to remove exotic trees and brush. Vegetation will be cut to ground level to minimize disturbance of the bank, hence, reducing the chance for erosion. This project will also ensure water flow. Review Findings: Project meets the grant criteria. e 2020 BLIGHTED AND DISTRESSED PROPERTY CLEAN-UP AND BEAUTIFICATION GRANT OVERVIEW Previous Grants Allocated: 2019 - $66,500.00 5. City of Lake Worth Reach Florida East Coast Railroad Corridor—6t"Avenue South to 1211 Avenue South South G Street and Fast Coast Street Public Safet and Bliuht Remediation Project Grant Amount Requested: $87,500.00/Total Project Cost: $105,100.00/Cost-Share: $17,600.00 Project: Thoroughly clean, remove, clear, mow, and maintain these blighted areas of incorporated Lake Worth Beach utilizing the 20 cubic yard roll-off containers provided by the city. The subject area will then receive a split rail wood fence to help mitigate illegal dumping and trespassing onto the railroad right of way. The Greenways within this blighted high crime area have been successful in providing a safe and aesthetically pleasing path for pedestrians and bicyclists to enjoy while traveling through these neighborhoods. This project will provide additional an aesthetic enhancement. Majority of requested grant amount would be for the installation of the split rail wood fence. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2016—72,700.00; 2017 -$48,650.00; totaling -$121,350.00. 6. Labe Worth Beach CRA Block 23 Redevelopment Project—Phase I Demolition of Three Blighted Structures Grant Amount Requested: $16,780.00/Total Project Cost: $38,548.00/Cost- Share: $21,768.00 Project: Demolish one two story single family home and a single story 5 unit apartment complex located at 19/23 South M Street. Demolish one detached garage located at 24 South L Street, the single family house on this property will be saved and offered to the public to relocate later next year. The redevelopment of nine parcels (also known as BLOCK 23 which includes the two parcels listed above) in the City's downtown area will be a mixed-use development containing residential and commercial uses in addition to necessary public and private parking. Review findings: Project meets the grant criteria. Previous Grants Allocated: 2016—72,700.00; 2017 -$48,650.00; totaling -$121,350.00. 7. Lake Worth Beach CRA Block 23 Redevelopment Project—Phase If Historic Structure Relocation Incentive Program Grant Amount Requested: $125,000.00/Total Project Cost: 517,475.00/Cost-Share: $392,475.00 Project: Relocation (house moving) of seven existing vacant structures located at 24 South L Street; 26 South L Street; 30 South L Street; 32 South L Street; and 17 South M Street. All seven structures were built from 1920 to 1930 exclusively in the frame vernacular style and have been designated to "contributing" structures due to their representation of the pattern of commercial development typical of South Florida communities in the first half of the twentieth century during the land boom of the 1920s. The redevelopment of nine parcels (also known as BLOCK 23 which includes the parcels listed above) in the City's downtown area will be a mixed- PapaP .i 2020 BLIGHTED AND DISTRESSED PROPERTY CLEAN-UP AND BEAUTIFICATION GRANT OVERVIEW use development containing residential and commercial uses in addition to necessary public and private parking. Review findings: The grant funding requested is not consistent with clearing blight or distressed property. The CRA would issue an RFP through which the CRA would offer the structures to any individual or firm that has the ability to move the structure and a lot to place it on. The Authority funding would be passed from the CRA to the new owner to defray the cost of the move. Because the funding would flow to a private entity that is taking ownership of the structure, this project does not qualify. Previous Grants Allocated: 2016—72,700.00; 2017 -$48,650.00; totaling - $121,350.00. 8. Lake Worth Beach CRA/Cily of Lake Worth Beach Downtown Trash/Recycle Can Project Grant Amount Requested: $13,037.00/Total Project Cost: $29,037.00/Cost-Share: $16,000.00 Project: Purchase and install 18 new decorative cans that will be installed in the historic downtown area of Lake Worth Beach. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2016 —72,700.00; 2017 -$48,650.00; totaling -$121,350.00. 9. Boynton Beach CRA Demolition Grant Amount Requested: $95,450.00/Total Project Cost: $95,450.00/ Cost-Share: $0 Project: Demolition of the structures at 1001 North Railroad Avenue and 1`15 North Federal Highway Properties. The demolition of the single family home at 1001 North Railroad Avenue will continue the CRA's efforts to eliminate slum and blighted influences within the heart of Boynton District, This property will be redeveloped as part of the east portion of MLK Jr Boulevard corridor Redevelopment with neighborhood serving commercial uses,supplementing the adjacent Community Caring Center of Palm Beach County's culinary incubator. The demolition of Church building at 115 North Federal Highway would be to prevent slum and blight conditions that existed prior to the CRA's ownership when the library is relocated to its new location in 2020. The demolition will facilitate the CRA to prepare the site for redevelopment and protect existing new mixed use developments in the area. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2016 $62,310.00; 2017-$73,550.75; 2019 - $77,050.00; 2018- 16,000.00; totaling -$228,910.75. 10. Cily of Boynton Beach Memorial Ornamental Fence Replacement Grant Amount Requested: $148,413.00/Total Project Cost: $148,413.00/Cost-Share: $0 Project: Removing and replacing the ornamental fencing from the perimeter of the Boynton Beach Memorial Park. The objective of this project is to enhance the appearance of the Cemetery by replacing the existing aging fence, as well as deter trespassers. 6 � ` Page 3 Pg 2020 BLIGHTED AND DISTRESSED PROPERTY CLEAN-UP AND BEAUTIFICATION GRANT OVERVIEW Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2016 -$62,310.00; 2017 -$73,550.75; 2019 -$77,050.00; 2018 — 16,000.00; totaling -$228,910.75. 11. Ci of Boynton Reach Rollin Green Munici al Complex Screen Walls Grant amount requested: $373,966.00/Total Project Cost: $373,966.00/Cost-Share: $0 Project: Installing an 8 foot tall precast concrete screen wall around the perimeter of the City's Rolling Green Municipal Complex. The objective of this project is to prevent on the fly dumping, graffiti, and theft/vandalism of City owned dumpsters/trash cans, property and facilities. The perimeter screen wall will also screen the site from view of the adjacent property owners. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2016 -$62,310.00; 2017 -$73,550.75; 2019 -$77,050.00; 2018 — 16,000.00; totaling -$228,910.75. 12. Cilty of Delray Beach Blighted and Distressed Property Clean-UR,and Beautification Grant Proaram Grant Amount Requested: $125,972.79/Total Project Cost: $125,972.79/Cost-Share: $0 Project: Clearance activity includes the removal of junk vehicles, scrap materials, junk, debris and other hazardous or nuisance items from 418 South West 31 Avenue Tow yard and the installation of 1,183 feet of fencing in order to eliminate slum and blight/ beautify incorporated Delray Beach. Majority of requested grant amount would be for the installation of the fencing around the city's tow yard. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2016 - $51,701.00; 2016 -$63,200.00 relinquished $52,220.00 of total grant; 2017 - $70,779.00; 2017 -$60,000.00 relinquished $22,958.15 of total grant; 2018 -$54,058.38; 2018 -$135,149.87 relinquished $5,735.21 of total grant; 2019 - $130,446.25; totaling -$565,334.50. 13. Delray Beach CRA Blighted and Distressed Proppjly and Beautification Grant Amount Requested: $ 348,976.00/Total Project Cost: 348,976.00/Cost-Share: $0 Project: Illegal dumping, mitigation and blight prevention activities ranging from clearing dumping areas, graffiti removal, and purchase and installation of"no dumping" and "no trespassing" signage in identified illegal dumping areas. Installation of temporary fencing around CRA development and construction sites that are prone to illegal dumping and attract vagrants. Requests for regular and ongoing maintenance, salaries and benefits of CRA employees totaling $152,692.66 are not eligible for grant funds. Historic home renovations for home at 215 North East 7th Avenue (PCN 12-43-46-16-06-122-0031) totaling $184,083.33 shows Azure 215 NE 7Th LLC as the current owner therefore it is not eligible for grant funding. Review findings: It is staffs opinion that$12,200 meets the grant criteria. ITE Page 4 P 2020 BLIGHTED AND DISTRESSED PROPERTY CLEAN-UP AND BEAUTIFICATION GRANT OVERVIEW Previous Grants Allocated: 2016 -$51,701.00; 2016 -$63,200.00 relinquished $52,220.00 of total grant; 2017 - $70,779.00; 2017 -$60,000.00 relinquished $22,958.15 of total grant; 2018 -$54,058.38; 2018 -$135,149.87 relinquished $5,735.21 of total grant; 2019 - $130,446.25; totaling -$565,334.50. 14. City of Pahokee Hosl2ital Demolition Grant Amount Requested: $300,000.00/Total Project Cost: $350,000.00/Cost-Share: $50,000.00 Project: Demolition of City of Pahokee Hospital closed in 1991. Demolition of multiple buildings the largest being 70,000 square feet, demolition will be of all buildings on property. Once demolition efforts are complete fill will be installed to bring site back to near original grade, utilizing concrete from demolition as portion of backfill. Area will be seeded and mulched, with fencing installed along property. Once complete property can be used for economic development of the City. Review Findings: Project meets the grant criteria. Previous Grants Allocated: 2017 - 599,200.00; 2019 - $365,000.00; totaling -$964,200.00. Aft K � J f1( Page 5 INTERLOCAL GRANT AGREEMENT BY AND BETWEEN BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY AND SOLID WASTE AUTHORITY OF PALM BEACH COUNTY (Blighted and Distressed Property Clean-Up and Beautification Grant) THIS INTERLOCAL GRANT AGREEMENT ("the Grant Agreement") is made and entered into this day of , 2020,by and between the Solid Waste Authority of Palm Beach County, a dependant special district created pursuant to Chapter 2001-331, Laws of Florida, as amended, hereinafter (the "Authority") and Boynton Beach Community Redevelopment Agency (CRA), a public agency created pursuant to Chapter 163, Part III, Florida Statutes, hereinafter(the "Applicant"), by and through its duly authorized Board. WITNESSETH: WHEREAS, Section 163.01, Florida Statutes, authorizes local governments to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities that will harmonize geographic, economic, population and other factors influencing the needs and development of local communities; and WHEREAS,the Authority's Governing Board has appropriated in the Authority's adopted 2019/2020 fiscal year budget funds for Blighted and Distressed Property Clean-up and Beautification Grants; and WHEREAS, this Interlocal Grant Agreement is intended to assist in the cleanup and beautification of distressed, blighted, or otherwise impacted public properties within both the unincorporated and incorporated areas of Palm Beach County; and WHEREAS, this Grant is provided as an incentive to improve the quality of life and provide a safer, healthier and more aesthetically pleasing environment for the residents of Palm Beach County; and WHEREAS, the Applicant owns and controls the properties that are the subject of this Interlocal Grant Agreement located within the Boynton Beach CRA boundaries of the Applicant and identified by Parcel Control Nos. 08-43-45-21-18-000-1510 and 08-43-45-28-03-006-0010, and referred to hereinafter as (the"Property"); and 1 WHEREAS,the Property is in a state of disrepair,is visible to the surrounding community, and attracts nuisances, including illegal dumping, littering and criminal activity to the detriment of the surrounding community; and WHEREAS,the Applicant wishes to demolish two structures located on the Property (the "Project"); and WHEREAS, the Authority is the agency responsible for providing solid waste disposal and recycling programs for Palm Beach County and desires to assist the Applicant by defraying the cost of the demolition, disposal and hauling, and improvement activities associated with the Project through the provision of this Grant Agreement. NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants, and obligations set forth herein, the Authority and Applicant agree as follows: 1. Incorporation of Facts The facts and background set forth above in the Preamble to this Grant Agreement are true and correct and incorporated into and made a part of this Grant Agreement. 2. Purpose The purpose of this Grant Agreement is to set forth the respective duties, rights and obligations of the parties relating to the Authority's provision of this Grant and the Applicant's performance of the Project. 3. Contract Representatives and Monitors The Authority's Contract Representative and Monitor during the execution of the Project shall be John Archambo, Director of Customer Relations, or his designee,whose telephone number is (561) 697-2700. The Applicant's Contract Representative and Monitor shall be Thuy Shutt, whose telephone number is (561) 600-9098. 4. The Project A. Demolition of the single family home at 1001 North Railroad Avenue and the demolition of Church building at 115 North Federal Highway. B. Applicant will provide for regular maintenance of properties. 5. Effective Date and Term This Grant Agreement shall take effect upon execution by the parties and shall remain in full force and effect until January 31, 2021. 6. Conduct of the Project A. The Applicant shall be solely responsible for all aspects of the Project, including but 2 not limited to securing funding, securing all permits and approvals,procuring all labor and materials, and maintaining the Property consistent with the intent of this Grant Agreement for its full term. B. The Authority shall only, without exception, be responsible for providing the Grant funding in the amounts and upon the Project milestones identified herein. C. Applicant agrees that it shall endeavor to complete the Project within 12 months from the date of execution of this Grant Agreement. The Applicant may request an extension(s) beyond this period for the purpose of completing the Project. The Authority agrees that it may not unreasonably refuse Applicant's request for an extension(s) as long as the Applicant is diligently pursuing the completion of the Proj ect. D. Prior to commencement of the Project, Applicant shall submit a final project schedule to include starting and completion dates. The Authority shall review all documents within five (5) business days of receipt. If the Authority does not respond within the five (5) day period, then the Applicant may proceed as if the Authority had no comments or objections. 7. Funding The Authority shall disburse Grant funds in the amount of$ 95,450.00 as follows: A. Upon execution of this Grant Agreement,the Authority shall disburse a check equal to 50% of the total Grant award. B. Upon Project completion and verification by the Authority, the remaining 50% of total Grant award shall be disbursed within 20 days of written request by Applicant. Applicant is solely responsible for providing all other funds necessary to complete the Project. The Authority shall not have an obligation to provide additional funding beyond the dollar amount set forth in this Grant Agreement. 8. Ownership and Maintenance of the Project Applicant hereby represents and warrants that it is the fee simple owner of the Property and that the Property is unencumbered and free and clear of other interests, of any type or character. In the event any liens or encumbrances are filed or recorded against the Property, the Applicant shall immediately take all necessary steps, at its sole cost and expense, to clear and remove all such liens, interests or encumbrances. The Applicant represents and warrants that it has full legal authority to enter into this Grant Agreement. The Applicant further warrants that it has the financial ability to maintain the Property as specifically intended and required under this Grant Agreement. A. The Applicant shall be solely responsible for all necessary costs, expenses, fees, 3 charges, and all other liabilities of any type related to the execution and maintenance of the Project consistent with the intent of this Grant Agreement. B. The Applicant shall maintain the Property for the entire duration of this Grant Agreement in order to prevent the Property from reverting back to its previous state. In its application, Applicant provided a plan for maintaining the Property consistent with the intent of this Grant Agreement and the Applicant will faithfully execute that plan. C. The rights and duties arising under this Grant Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However,this Grant Agreement shall not be assigned without the prior written consent of the Authority, and any such assignment without the prior written consent of the Authority shall constitute grounds for termination of this Grant Agreement for cause. 9. Access and Audit Each party will maintain all books,records, accounts, and reports associated with this Grant Agreement for a period of not less than five (5) years after the later of the date of termination or expiration of this Grant Agreement. All said records will be available to the other upon request. In the event claims are asserted or litigation is commenced related to or arising out of the performance of this Grant Agreement, each party agrees that it will maintain all records relating to the Project and the Property until the other party has disposed of all such litigation, appeals, claims, or exceptions related thereto. 10. License and Permit The Applicant hereby grants to the Authority an irrevocable license and permit to access the Property, surrounding roadways, walkways, and any other means of ingress and egress to the Property for the purpose of ensuring compliance with this Grant Agreement for the duration of this Grant Agreement. The Parties each acknowledge that good and valuable consideration has been received to maintain such irrevocable license for the duration of this Grant Agreement. 11. Insurance A. Without waiving the right to sovereign immunity as provided by Section 768.28,F.S., each party acknowledges that it is either insured or self-insured for General Liability and Automobile Liability under Florida's sovereign immunity statutes with coverage limits of$200,000 Per Person and $300,000 Per Occurrence, or such other sovereign immunity waiver limits that may change as set forth by the State Legislature at the time of such occurrence. B. The Applicant agrees to maintain or to be self-insured for Workers' Compensation& Employers' Liability insurance in accordance with Chapter 440, Florida Statutes. 4 C. When requested, each party shall provide to the other, an affidavit or Certificate of Insurance evidencing insurance, self-insurance and/or sovereign immunity status. D. Compliance with the foregoing requirements shall not relieve either party of its liability and other obligations under this Grant Agreement. E. The Applicant agrees to include no less than the above-stated insurance requirements as to type of coverage and dollar amount so as to meet the minimum requirements set forth above in all contracts related to the construction, use, or maintenance of the Project and the Property, and shall establish and maintain such coverage as a requirement for the issuance of any permit, license, or right to use or occupy the Project and Property unless this requirement is expressly waived in writing by the Authority's Contract Representative and Monitor with the approval of Authority's Department of Risk Management. 12. Public Entity Crimes Applicant shall comply with Section 287.133(2)(a), F.S., as amended, which provides in pertinent part as follows: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,F.S.for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 13. No Third Party Beneficiaries Except as specifically set forth and as limited herein, this Grant Agreement confers no rights on anyone other than the Authority and the Applicant and is not otherwise intended to be a third party beneficiary contract in any respect. Nothing contained in this Grant Agreement shall constitute the Authority's acceptance of any obligation or liability not otherwise imposed under this Grant Agreement or by law upon the Authority. 14. Termination A. In the event the Applicant fails to comply with any provision of this Grant Agreement, the Authority may exercise any and all rights available to it, including termination of this Grant Agreement. The Authority will notify the Applicant of its noncompliance and provide the Applicant thirty (30) days or such additional period granted by the 5 Authority to cure the noncompliant event(s) or act(s). In the event the Applicant has not cured the noncompliant act(s) or event(s), or if the Applicant cannot cure the noncompliant act(s) or event(s), the Authority may terminate this Grant Agreement. If the Authority terminates this Grant Agreement for the Applicant's failure to cure under this provision,the Authority may require the Applicant to repay to the Authority the Grant funds that were provided by the Authority for the Project. B. The Authority may also terminate this Grant Agreement for convenience, in whole or in part, at any time, by written notice of such termination to the Applicant should the Authority, in its sole discretion, determine that it is necessary to do so for any reason. The Authority shall notify the Applicant of its intent to terminate for convenience at least ninety (90) days in advance of the termination date by delivering notice of such to the Applicant specifying the extent of termination and the effective date. In the event the Authority terminates this Grant Agreement for convenience, the Applicant will be relieved of any obligation to repay the funds received from the Authority pursuant to paragraph 7 above. The Applicant affirms that the benefits promised to it under this Grant Agreement are adequate consideration to support not only its duties and obligations under this Grant Agreement, but also support the Authority's right to terminate this Grant Agreement for convenience and its limitation of remedies against the Authority to those specifically set forth herein, regardless of the harm, if any, caused by the Authority's termination of this Grant Agreement for convenience. C. Upon termination of this Grant Agreement as set forth herein, both the Authority and Applicant agree and acknowledge that their respective legal or equitable remedies against the other for termination of this Grant Agreement are expressly limited to those contained in this Grant Agreement. Notwithstanding the foregoing, the parties agree to comply with all applicable statutory dispute resolution procedures as provided under Florida law. 15. Office of the Inspector General Palm Beach County has established the Office of the Inspector General pursuant to, Ordinance No. 2009-049, as amended, which is authorized and empowered to review past, present and proposed County contracts, transactions, accounts and records. The Authority has entered into an agreement with Palm Beach County for Inspector General services. This agreement provides for the Inspector General to provide services to the Authority in accordance with the authority, functions, and powers set out in the Inspector General Ordinance as amended. All parties doing business with the Authority and receiving Authority funds shall fully cooperate with the Inspector General including, but not limited to, providing access to records relating to this Grant Agreement. The Inspector General has the power to subpoena witnesses, administer oaths, require the production of records, and audit, investigate, monitor, and inspect the activities of the Applicant, its officers, agents, employees, and lobbyists in order to ensure compliance with the Agreement and detect corruption and fraud. Failure to cooperate with the Inspector General or interference 6 with or impeding any investigation shall be a violation of the Inspector General Ordinance, as amended, and punishable pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor. 16. No Liability or Waiver of Sovereign Immunity Neither party shall be deemed to have assumed any liability for the negligent or wrongful acts or omissions of the other party. Nothing contained in this Grant Agreement shall act or constitute a waiver of either party's sovereign immunity in excess of that waived by the Legislature in Section 786.28, F.S. 17. No Agency Relationship Nothing contained herein is intended to nor shall it create an agency relationship between the Authority and the Applicant. 18. Remedies and Limitations of Liability A. This Grant Agreement shall be construed by and governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement shall be in a State Court of competent jurisdiction located in Palm Beach County, Florida. B. The Authority and Applicant both acknowledge that their respective remedies against the other for termination of this Grant Agreement as set forth herein are limited solely to those in this Grant Agreement. C. The Authority's remedies against the Applicant shall be limited to the recovery of any sums of money provided to it under this Grant Agreement. The Authority shall have no further or additional liability to the Applicant or any other person or entity arising from, or related in any way to this Grant Agreement, and in no event shall the Applicant's liability to the Authority, for any reason, exceed the total amount of this Grant Agreement. D. The Applicant's remedies against the Authority shall be limited to the sum of money the Applicant has expended or is expressly liable for pursuant to a written contract entered into for the sole purpose of completing the Project itself, and not related, ancillary or adjunct matters. However, in no event shall the Authority's liability to the Applicant for any reason, exceed the total amount of this Grant Agreement. 19. Enforcement Costs To the extent that enforcement of the Grant Agreement becomes necessary by either the Authority or the Applicant, each party shall bear their own attorney's fees, taxable costs, or any other costs related to such enforcement, including any form of alternative dispute resolution. 20. Notice 7 All written notices required under this Grant Agreement shall be in writing and hand delivered or sent by certified mail, return receipt requested, and if sent to the Authority shall be mailed to: John Archambo, Director Customer Information Services 7501 N. Jog Road West Palm Beach, FL 33412 with copies to: County Attorney's Office 301 North Olive Avenue Suite 601 West Palm Beach, FL 33401 and, if sent to the Applicant shall be mailed to: Michael Simon, Executive Director Boynton Beach CRA 710 N. Federal Hwy Boynton Beach, FL 33435 with copies to: Tara W. Duhy 515 North Flagler Drive Suite 1500 West Palm Beach, FL 33401 Each party may change its address upon notice to the other. 21. No Waiver No waiver of any provisions of this Grant Agreement, or any amendment hereto, shall be effective unless it is in writing, signed by the party against whom it is asserted. Any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed a continuing or future or continuing waiver. 22. Captions The captions and section designations herein set forth are for convenience only and shall have no substantive meaning. 23. Joint Preparation 8 The preparation of this Grant Agreement has been a joint effort of the parties, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 24. Severability Should any section, paragraph, sentence, clause, or provision hereof be held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Grant Agreement. 25. Entirety of Contract and Modifications The Authority and Applicant agree that this Grant Agreement sets forth the entire agreement and understanding between the parties of their respective rights or obligations hereunder, including the intent of this Grant Agreement. There are no promises or understandings other than those stated herein. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and equality of dignity herewith. 26. Survivability Provisions of this Grant Agreement which are of a continuing nature or impose obligations which extends beyond the term of this Grant Agreement shall survive its expiration or earlier termination. 27. Filing A copy of this Grant Agreement shall be filed with the Clerk and Comptroller of the Circuit Court in and for Palm Beach County. 28. Commercial Nondiscrimination Policy As a condition of entering into this Grant Agreement, the Applicant represents and warrants that it will comply with the Authority's Commercial Nondiscrimination Policy as described under Section 6.3 of the Authority's Purchasing Manual that is incorporated herein by specific reference. As part of such compliance, the Applicant shall not discriminate on the basis of race, color, national origin, religion, ancestry, sex, age, marital status, familial status, sexual orientation, gender identity or expression, disability, or genetic information in the solicitation, selection, hiring or commercial treatment of contractors, subcontractors, vendors, suppliers, or commercial customers, nor shall the Applicant retaliate against any person for reporting instances of such discrimination. The Applicant shall provide equal opportunity for contractors, subcontractors, vendors and suppliers to participate in all of its public sector and private sector contracting, subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the Authority's relevant marketplace in Palm Beach County. The Applicant understands and agrees that a material 9 violation of this clause shall be considered a material breach of this Grant Agreement and may result in termination of this Grant Agreement, disqualification or debarment of the company from participating in Authority contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. IN WITNESS WHEREOF,the Solid Waste Authority of Palm Beach County and Boynton Beach CRA have hereunto set their hands the day and year above written. ATTEST: SOLID WASTE AUTHORITY OF PALM BEACH COUNTY By: By: Sandra Vassalotti, Clerk to the Board Daniel Pellowitz,Executive Director (SEAL) APPROVE AS TO LEGAL SUFFICIENCY APPROVE AS TO TERMS AND CONDITIONS By: By: Howard J. Falcon,III John Archambo General Counsel Director, Customer Information Services WITNESSES: BOYNTON BEACH CRA Witness Signature By: Signature Print Witness Name Print Name Title Witness Signature (SEAL) Print Witness Name Approved by the Solid Waste Authority Board on December 11, 2019, Item 9.D.1 Approved by the Boynton Beach CRA on 2020 Item 10 11 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: January 6, 2020 NEW BUSINESS AGENDAITEM: 15.C. SUBJECT: Consideration of the Purchase and Sale Agreement with the City of Boynton Beach for their Parking Lot Located at NE 4th Street SUMMARY: In October 2015, the Boynton Beach CRA Board approved the funding and construction contract with Rosso Site Development for the substantial renovation of the vacant parcel owned by the City of Boynton Beach located at the NE corner of NE 4th Street and NE 1st Avenue (see Attachment 1). The construction and renovation project in the amount of $134,000 converted the vacant and underutilized parcel into a new 21 space public parking lot. Since completion, the CRA has provided the ongoing property maintenance for the site. At their regular meeting held on December 17, 2019, the Boynton Beach City Commission approved a Purchase and Sale Agreement in the amount of Ten Dollars ($10) for the transfer of ownership of the property to the Boynton Beach CRA(see Attachment 11). The Boynton Beach CRA currently owns the adjacent property located at 115 N. Federal Highway (currently the temporary library). As the Agency plans for the future redevelopment of these parcels, it is in the best interest of both parties to have all of the publicly owned parcels under the control of one entity for land disposition purposes. FISCAL IMPACT: Fiscal Year 2019-2020 Budget, Project Fund, Line Item 02-58200-401, $10 plus applicable closing costs. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve the Purchase and Sale Agreement with the City of Boynton Beach for the transfer of the Parking Lot property located on NE 4th Street for the amount of Ten Dollars ($10) plus applicable closing costs. ATTACHMENTS: Description D Attachment I -Aerial Map of Property D Attachment II - Purchase & Sale Agreement- NE 4th Street � 4 a � lk�Egli - s3 I t� 4 0 r t k 'is 1 i e i t x z is e� vS fid. — 1 RESOLUTION NO. R19-166 2 3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 4 FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO 5 SIGN THE PURCHASE AND SALE AGREEMENT BETWEEN THE l6 CITY OF BOYNTON BEACH AND BOYNTON BEACH 7 COMMUNITY REDEVELOPMENT AGENCY TO CONVEY 8 OWNERSHIP OF THE CITY-OWNED PROPERTY AT 9 NORTHEAST 4T" STREET AND NORTHEAST IST AVENUE; AND 0 PROVIDING AN EFFECTIVE DATE. 1 2 WHEREAS, the City-owned parcel contains a public parking lot and is adjacent to 3 115 N. Federal Highway and a CRA owned public parking lot on NE 1 st. Avenue; and 4 WHEREAS, the CRA has requested this transfer to consolidate all of the parcels 5 under common ownership to facilitate redevelopment of the site; and 6 WHEREAS, the transfer of ownership will not affect the use of the site for public 7 parking; and 8 WHEREAS, the City Commission has determined that it is in the best interests of the 9 residents of the City to approve a Purchase and Sale Agreement with the Boynton Beach i 0 Community Redevelopment Agency to convey ownership of the City owned property located 1 at Northeast 4" Street and Northeast Is' Avenue. i 122 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 3 THE CITY OF BOYNTON BEACH, FLORIDA,THAT: 24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as :15 being true and correct and are hereby made a specific part of this Resolution upon adoption l 6 hereof. 7 Section 2. The City Commission does hereby approve and authorize the Mayor to 8 sign a Purchase and Sale Agreement with the Boynton Beach Community Redevelopment 9 Agency to convey ownership of the City owned property located at Northeast 4`" Street and (((( S.CA\RESO,Ag,ee, e T, .,char wed Sale Ag,e ,ew-th B6CRA f6,NE 4th Street-Rew do I I i 0 Northeast I" Avenue, a copy of the Agreement is attached hereto as Exhibit"A". 1 Section 3. This Resolution shall become effective immediately upon passage. ,2 3 PASSED AND ADOPTED this� �day of December, 2019. 4 CITY OF BOYNTON BEACH, FLORIDA 5 YES NO 6 7 Mayor—Steven B. Grant 8 9 Vice Mayor—Justin Katz 0 1 Commissioner— Mack McCray 2 3 Commissioner— Christina L. Romelus ✓ 4 5 Commissioner—Ty Penserga ✓ 6 7 VOTE -D 8 ATTEST: 9 0 1 � 2 Cry tal Gibson, MMC 3 Ci y Clerk 4 j5 6 7 (Corporate Seal) " . ,w en(t [(( S CA RESO'AgreementsiPnrchase and Sale Agreement with BBCRA for NE 4th Street-Rew d— t((i (0 REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered this }day of , 2019, by and between the City of Boynton Beach, a Florida municipal corporation (the "SELLER"), and Boynton Beach Community Redevelopment Agency(`PURCHASER"). WITNESSETH: WHEREAS,SELLER is the fee simple owner of the real property located on NE 4t'Street, in the City of Boynton Beach, Palm Beach County, Florida, more particularly described in Exhibit "A" attached hereto (`Property"); and WHEREAS, the Property is being acquired by the PURCHASER with the primary intent of redevelopment for its highest and best use; and WHEREAS, SELLER desires to sell to PURCHASER, and PURCHASER desires to purchase from SELLER, the Property upon the terms and conditions herein below set forth. NOW, THEREFORE, for and in consideration of the premises, the payment of Ten Dollars and No Cents ($10.00) in hand paid by PURCHASER to SELLER, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties hereto do hereby covenant and agree as follows: 1. DEFINITIONS. The following terms when used in this Agreement for Purchase and Sale shall have the following meanings: 1.1 Prope . That certain property located on NE 4'''Street,in the City of Boynton Beach, County of Palm Beach, State of Florida(the`Property"),more particularly described in Exhibit"A" attached hereto. 1.2 Closing Date. The Closing Date is the date on which the closing (`Closing") shall occur and shall be no later than thirty(30)calendar days from the completion of the Inspection Period, and any extension thereof as mutually approved by the parties. 13 Deed. A Special Warranty Deed, in its statutory form, which shall convey the Property from SELLER to PURCHASER. 1.4 Effective Date. The Effective Date of this Agreement shall be the date when the last one of the Seller and Purchaser has signed the Agreement. 1.5 SELLER'S Address. Seller's mailing address is 100 E. Boynton Beach Boulevard, (00340953.1306-9905439) 1 Boynton Beach,FL 33435,with copy to Goren,Cherof,Doody&Ezrol,P.A.,Attn: Donald J.Doody, Esq., at 3099 East Commercial Boulevard, Suite 200, Ft. Lauderdale,Florida 33308. 1.6 PURCHASER'S Address. Purchaser's mailing address is 710 N. Federal Highway, Boynton Beach,FL 33435. 1.7. Other Definitions. The terms defined in any part of this Agreement shall have the defined meaning wherever capitalized herein. Wherever appropriate in this Agreement,the singular shall be deemed to refer to the plural and the plural to the singular,and pronouns of each gender shall be deemed to comprehend either or both of the other genders. As used in this Agreement, the terms "herein", "hereof'and the like refer to this Agreement in its entirety and not to any specific section or subsection. 2. PURCHASE PRICE. 2.1 Subject to the provisions of this Agreement, the SELLER hereby agrees to sell to PURCHASER, and PURCHASER hereby agrees to purchase from SELLER, the Property for the total Purchase Price of TEN AND 00/100 DOLLARS ($10.00)and upon and subject to the terms and conditions hereinafter set forth. 2.2 The Purchase includes: (a) All buildings and improvements located on the Property; (b) All right of ways, alleys, waters, privileges, easements and appurtenances which are on or benefit all the Property; (c) All right,title and interest,if any, of SELLER in any Land lying in the bed of any public or private street or highway, opened or proposed, in front any of the adjoining Property to the center line thereof. The sale also includes any right of SELLER to any unpaid award to which SELLER may be entitled: (1) due to taking by condemnation of any right, title or interest of SELLER and(2)for any damage to the Property due to change of grade of any street or highway. SELLER will deliver to PURCHASER at closing, or thereafter on demand, proper instruments for the conveyance of title and the assignment and collection of award and damages; (d) To the extent transferable, all licenses, permits, contracts and leases, if applicable, with respect to the property. (0034095,3A 306-9905439} 2 3. INSPECTIONS. 3.1 PURCHASER shall have ten(10)days from the Effective Date to perform inspections of the Property as the PURCHASER deems necessary("Inspection Period"). Within five(5)business days following the Effective Date of the Agreement, SELLER shall provide Buyer with access to the following: (1) Documentation in SELLER's possession relating to title and survey of the Property and(2)Copies of any environmental reports and topography,geotechnical and other studies that were previously performed for or upon the Property in Seller's possession. 3.2 During the Inspection Period, PURCHASER shall, at its sole cost and expense, determine that utility services including, water,waste water, electric, telephone and all other utilities are available in the proper size and capacity to serve the existing facilities and installed to the property lines. At all times during the Inspection Period, PURCHASER and its agents shall be provided with reasonable access during normal business hours to the Property for purposes of on-site inspection, upon reasonable prior notice to SELLER. The scope of the inspection contemplated herein shall be determined by the PURCHASER as deemed appropriate under the circumstances provided however, no invasive environmental tests, surveys, audits or inspections may be performed by PURCHASER unless SELLER has provided its written consent thereto, which consent will not be unreasonably withheld,delayed or conditioned. PURCHASER shall promptly repair and restore any damage to the Property caused by, and will not allow any lien or claim of lien to be recorded as a result of PURCHASER'S inspections. To the extent permitted by law,and subject to the limitations of Section 768.28, Florida Statutes, PURCHASER also agrees to indemnify and hold SELLER harmless from any losses, claims, costs, and expenses, including reasonable attorney's fees, which may result from or be connected with any acts or omissions of PURCHASER and/or its contractors and consultants during inspections that are done pursuant hereto which obligation shall survive termination of, or Closing under this Agreement. Any contractors or consultants engaged by PURCHASER to perform such inspections shall be licensed by the State of Florida and, prior to entering the Property, shall provide SELLER with evidence of insurance coverage in an amount and with a company reasonably satisfactory to SELLER. 3.3 During the Inspection Period,the PURCHASER,at its sole discretion,shall be entitled to terminate this Agreement for any reason. PURCHASER will provide written notice by mail or facsimile to SELLER and/or SELLER's counsel,which notice must be received prior to the expiration of the Inspection Period. 100-140953.1 306-9905439) 3 3.4 If during the Inspection Period PURCHASER delivers written notice to SELLER of PURCHASER'S determination that the Property is satisfactory and is approved by PURCHASER or if PURCHASER fails to timely deliver to SELLER any written notice exercising the termination right granted to PURCHASER, then this Agreement shall remain in full force and effect, and the parties shall proceed to closing. 4. SELLER'S REPRESENTATIONS. 4.1 To induce PURCHASER to enter into this Agreement, SELLER makes the following representations,all of which,to the best of SELLER'S 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, in which case SELLER shall immediately provide PURCHASER notice of such contrary information and upon receipt PURCHASER may,in its sole discretion,deem such contrary information material and terminate this Agreement, and(iii)shall survive the Closing: 4.2 At all times from the Effective Date until the Closing on the Property, SELLER shall keep the Property free and clear of all liens,encumbrances and/or clouds upon title,including without limitation, liens related to service, labor and/or materials furnished to, or for the benefit of, the Property,lis pendens,tax liens,permit violations,code violations,ordinance violations,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). 4.3 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 Land. 4.4 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. 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. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder on the part of the SELLER do not and will not violate any public or corporate obligations of the SELLER and will not conflict with or result in the breach of any condition or provision, or 100340953.1 30599054391 4 constitute a default under,or result in the creation or imposition of any lien, charge or encumbrance upon any of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party nor will create a lien or encumbrance upon the Property or assets of the SELLER. 4.5 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. 4.6 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 4.7 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 Effective Date to the Closing Date. 4.8 REAL PROPERTY SOLD AS IS WHERE IS RELEASE: SELLER makes and shall make no warranty regarding the title to the Property except as to any warranties which will be contained in the instruments to be delivered by SELLER at Closing in accordance with this Agreement. SELLER makes and shall make no representation or warranty either expressed or implied (except as specifically set forth in the Agreement) regarding condition, operability, safety, fitness for intended purpose, use, governmental requirements, development potential, utility availability, legal access, economic feasibility or any other matters whatsoever with respect to the Property. The PURCHASER specifically acknowledges and agrees that SELLER shall sell and PURCHASER shall purchase the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS" basis and that, except for the SELLER'S representations and warranties specifically set forth in this Agreement and those obligations described in the Development Agreement, PURCHASER is not relying on any representations or warranties of any kind whatsoever, except as specifically set forth in this Agreement, express or implied, from SELLER its agents, officers, or employees, as to any matters concerning the Property including, without limitation, any matters relating to (1)the quality, nature, adequacy, or physical condition of the Property, (2) the quality nature, adequacy or physical 100340953.1306-9905439) 5 condition of soils, fill, geology, or any groundwater, (3) the existence, quality, nature, adequacy or physical condition of utilities serving the Property, (4) the development potential, income potential, expenses of the Property,(5)the Property's value,use,habitability,or merchantability,(6)the fitness, suitability,or adequacy of the Property for any particular use or purpose,(7)the zoning or other legal status of the Property, (8)the compliance of the Property or its operation with any applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or restrictions of any governmental or quasi-governmental entity or of any other person or entity,including,without limitation,environmental person or entity,including without limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10) the freedom of the Property from latent or apparent vices or defects, (11) peaceable possession of the Property, (12) environmental matters of any kind or nature whatsoever relating to the Property, (13) any development order or agreement, or (14) any other matter or matters of any nature or kind whatsoever relating to the Property. 4.9 As used herein, the term "Hazardous Materials" means (i) those substances included within the definitions of"hazardous substances", "hazardous materials", "toxic substances" or"solid waste" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the .Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq.,as amended,and in the regulations promulgated pursuant thereto; (ii) those substances listed in the United States Department of Transportation Table (49 CFR §172.101) or by the Environmental Protection Agency as "hazardous substances", "hazardous materials", "toxic substances" or "solid waste", (iii) such other substances, materials and wastes which are regulated, or classified as hazardous or toxic,under applicable local, state or federal laws, ordinances or regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated,biphenyls, flammable explosives or radioactive materials. 5. EVIDENCE OF TITLE. 5.1 Title to the Property. SELLER shall convey to PURCHASER at Closing,by delivery of a Special Warranty Deed,title to the subject Property. PURCHASER may secure a title insurance commitment issued by a title insurance underwriter approved by PURCHASER, for the subject Property insuring PURCHASER'S title to the Property. The costs and expenses relative to the (00340953.1306-9905439) 6 issuance of a title commitment and an owner's fitleipoliey shall be borne by the PURCHASER. 5.2 If PURCHASER so desirest as, bbtain title insurance on the Property, the PURCHASER shall have Ten(10)days from the date of receiving said commitment to examine the title commitment ("Title Inspection Period").-:If PURCHASER objects to any exception to title as shown in the title commitment, PURCHASER within ten (10) days of expiration of the Inspection Period shall notify SELLER in writing specifying the specific exception(s)to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure, shall be cured by SELLER so as to enable the removal of said objection(s)from the title commitment within Ten(10)days after PURCHASER hag,_p;ietrided notice to SELLER. Within five(5)days after the expiration of SELLER'S time to cure any objection,SELLER shall send to PURCHASER a notice in writing (a "cure notice") stating either:(i) that the objection has been cured and in such case enclosing evidence of such cure,or(ii)that.SELLER is either unable to cure or has chosen not to cure such objection. If SELLER shall be unable_or unwilling to cure all objections within the time period set forth in the preceding sentence, then PURCHASER may(a)terminate this Agreement by written notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured objection; or (b) subject to the provision: set forth below, proceed to close the transaction contemplated herein despite the uncured objection. 5.3. Survey and Legal Description. Within five (5) days of the commencement of the Inspection Period,PURCHASER at PIJRC14ASER'S own expense shall order: (i)a survey prepared by a registered land surveyor or engineer licensed in the State of Florida showing the boundaries of the Property, and the location of any easements thereon and certifying the number of acres (to the nearest one thousandth acre) of land contained in the Property, all buildings, improvements and encroachments; and (ii) a correct legal'description of the Property which, upon approval thereof by PURCHASER and SELLER(not to be unreasonably withheld), shall be the legal description used in the deed of conveyance. The survey and:legal description shall be prepared and certified by a surveyor licensed and registered in the State of Florida and shall comply with the requirements of the survey map established in connection with the issuance of an owner's title insurance policy on the Property. The survey shall be certified to PURCHASER and the title insurance company issuing the title insurance. In the event the survey shows any material encroachments, strips, gores, or any portion of the land non-contiguous to any other portion of the Property or any other matter materially affecting the 100340953.1 306-99054391 7 intended use of the Property or marketability of title to the Property(any such matter is herein called a "survey objection" and treated as a title defect), PURCHASER shall have a period of twenty (20) days after receipt of the survey by PURCHASER within which to approve or disapprove any survey objection and to give notice to SELLER of any disapproval thereof indicating in reasonable detail the nature and reasons for PURCHASER'S objection. PURCHASER agrees that it will not arbitrarily or unreasonably withhold its approval of any such survey objection and that PURCHASER will attempt to approve any such survey objection which does not affect the marketability of title or materially interfere with PURCHASER'S use of the Property. In the event PURCHASER provides a notice of disapproval of a survey objection to SELLER,the rights and obligations of the parties respecting such survey objections shall be governed by Section 5.2 hereof such that the parties shall have the same rights and objections as though such survey objection objected to was a new exception to title which was discovered and objected to within the contemplation of Section 5.2. 6. PURCHASER'S REPRESENTATIONS. PURCHASER hereby represents and warrants to the best of its knowledge that all of the following are true and correct: 6.1 PURCHASER has full power and authority to enter into this Agreement and to assume and perform all of its obligations hereunder. 6.2 The execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder on the part of the PURCHASER do not and will not violate the corporate or organizational documents of PURCHASER 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 terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the PURCHASER is a party. 6.3 No action by any federal, state, municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon PURCHASER in accordance with its terms and conditions. 6.4 All of the representations, warranties and covenants of PURCHASER contained in this Agreement or in any other document,delivered to SELLER in connection with the transaction contemplated herein shall be true and correct in all material respects and not in default at the time of Closing,just as though they were made at such time. 7. CONDITIONS PRECEDENT TO CLOSING. {00340953.1306-9905439} 8 Each of the following events or occurrences ("Conditions Precedents") shall be a condition precedent to PURCHASER'S obligation to close this transaction: (a) PURCHASER has completed its inspection of the Property,and performed all of its obligations and conditions of this Agreement. (b) SELLER has performed all covenants, agreements and obligations, and complied with all conditions required by this Agreement to covey clear and marketable title of the Property to PURCHASER,prior to closing. (c) Approval of this Agreement by the City of Boynton Beach City Commission. 8. CLOSING DOCUMENTS. 8.1 At Closing, SELLER shall deliver to PURCHASER a Special Warranty Deed,Bill of Sale, if applicable, No Lien/Gap Affidavit, Non-Foreign Certification in accordance with Section 1445 of the Internal Revenue Code, 1099 Form, and any other documents as listed as title requirements in Schedule B-1 of the Title Commitment to assure the conveyance of good and marketable fee simple title of the Property to the PURCHASER. 8.2 Right to Repurchase Agreement. At Closing, PURCHASER and SELLER shall execute the Right to Repurchase Agreement as provided herein. 9. CLOSING COSTS TAXES AND PRORATIONS. 9.1 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 Revenue Collector. 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. 9.2 Seller's Closing. SELLER shall pay for the following items prior to or at Closing: (a). Cost of providing marketable title as provided herein; 9.3 Purchaser's Closing Costs. PURCHASER shall pay for the following items prior to or at Closing: (a)Documentary Stamps on the deed as provided under Chapter 201,Florida Statutes; (b)Recording fees of the Special Warranty Deed, Right to Repurchase, Mortgage, if any, and any other instrument as required to be recorded in the Public Records, and (00340953.1306-9905439} 9 (c) Cost of obtaining owner's title insurance policy. 10. CLOSING DATE AND PLACE. The Closing will take place on or before shall occur and shall be no later than thirty (30) calendar days from the completion of the Inspection Period, and any extension thereof as mutually approved by the parties 11. TERMINATION AND DEFAULT. 11.1 Termination by Purchaser. In the event that any inspections as set forth in Section 3.herein and any review of documents conducted by the PURCHASER relative to the Property during the Inspection Period, prove unsatisfactory in any fashion, the PURCHASER, at its sole discretion, shall be entitled to terminate this Agreement. PURCHASER will provide written notice of said termination by mail or facsimile to SELLER no later than the date of expiration of the Inspection Period 11.2 Default. In the event of a default by SELLER, SELLER shall pay to PURCHASER all funds expended by PURCHASER on the development, improvement, or maintenance of the Property,prior to the Closing. Further,if SELLER defaults,PURCHASER shall have the election of the following remedies: (1) seek damages incurred by PURCHASER resulting from SELLER'S default; or(2)equitable relief to enforce the terms and conditions of this Agreement through a decree for specific performance and/or injunctive relief. 11.3 In the event of default by PURCHASER, SELLER shall have the election of the following remedies: (1)seek damages incurred by SELLER resulting from PURCHASER'S default, including without limitation; or (2) equitable relief to enforce the terms and conditions of this Agreement through a decree for specific performance and/or injunctive relief. 12. RIGHT TO REPURCHASE. SELLER expressly reserves the right at its sole option and election,to repurchase the Property for the same Purchase Price as paid by PURCHASER to SELLER hereunder, in the event the PURCHASER shall fail to successfully redevelopment the Property; subject, however, to extensions for delays attributable to force majeure as hereinafter provided. Accordingly, prior to closing, PURCHASER and SELLER shall enter into a separate Right to Repurchase Agreement which is to be recorded in the Public Records of Palm Beach County,Florida, and provide for the ability of the SELLER to repurchase the Property for the same Purchase Price from the PURCHASER.Notwithstanding the provisions of the immediately preceding sentences,the dates provided above may be extended on a day for day basis for delays occasioned by acts of God, {00340953.1306-9905439} 10 catastrophe and inclement weather which is in excess of those days normally forecasted by the National Weather Service for the given month in South Florida which interfere with construction, unforeseen physical conditions on the site, unavailability or shortages of material or labor, labor disputes, governmental approvals or restrictions and any appeals thereof, claims or lawsuits by any third party (whether individual or otherwise) threatened or instituted to prevent the issuance of any approvals or permits, the commencement of construction or otherwise stop construction of the development after commencement,or other matters beyond the reasonable control of PURCHASER (collectively"Force Majeure"). By the tenth(10)business day of each of month,PURCHASER shall deliver or cause to be delivered to SELLER a list of the days during each proceeding month as to which PURCHASER believes the Force Majeure provisions apply and the reasons therefore. SELLER shall, within ten (10) business days after receipt of any such list provide notice to PURCHASER as to whether SELLER disputes that any of the days set forth on that list would give rise to an extension of time for PURCHASER's performance based on Force Majeure. Any days claimed to be subject to the foregoing Force Majeure provision by PURCHASER which are not so disputed by SELLER within said time period shall be deemed approved by SELLER. In the event of a dispute between SELLER and PURCHASER as to whether there has been a commencement of construction as provided in this Section or whether a claim for delay is valid or otherwise in connection with this Agreement and the transactions contemplated thereby shall be endeavored to be resolved and settled by mediation using a mutually acceptable third-party mediator. Such mediator shall be appointed upon the written demand of either party. Upon such appointment, the mediation shall be held within fifteen(15)days at a mutually agreeable site in Palm Beach County,Florida. The fees and expenses of such mediator shall be born equally by the parties hereto. In the event of the failure of the parties to settle the dispute by mediation, either party may bring the dispute for legal redress before the City Court in and for Palm Beach County, Florida. 13. BROKER. The parties each represent to the other that they have not dealt with any real estate broker, real estate salesman or finder in conjunction with this transaction who is entitled to a fee or brokerage commission in accordance with Florida law. 14. ENFORCEABILITY. If any provision in this Agreement shall be held to be excessively broad, it shall be construed, by limiting and reducing it, to be enforceable to the extent compatible with applicable law. If any provision in this Agreement shall, notwithstanding the preceding sentence,be held illegal or unenforceable,such illegality or unenforceability shall not affect 000340953.1 306-9905439r 1 1 any other provision of this Agreement. 15. NOTICE. All written notices shall be deemed effective if sent to the following places: PURCHASER: Boynton Beach Community Redevelopment Agency 710 N. Federal Highway Boynton Beach, FL 33435 Attn: Michael Simon, Executive Director SELLER: City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 Attn: Lori LaVerriere, City Manager With Copy to: Donald J. Doody, Esq. GOREN,CHEROF, DOODY &EZROL,P.A. 3099 East Commercial Boulevard,#200 Fort Lauderdale, Florida 33308 Tel: (561)276-9400 Fax: (954)771-4923 Tara Duhy, Esq. Lewis, Longman&Walker, P.A. 515 N. Flagler Drive, Suite 1500 West Palm Bach, FL 33401 Tel: (561) 640-0820 16. GOVERNING LAW & VENUE. This Agreement shall be governed by the laws of the State of Florida. Each parry agrees that the Circuit Court for the Fifteenth Judicial Circuit in and for Palm Beach County shall be the exclusive jurisdiction and venue of any litigation or special proceeding to resolve any dispute or claim arising from or related to or connected with this Agreement,including any claims based upon equity,statute,common law or rule. The parties hereby waive any objection to such forum based upon venue or forum non convenient grounds. 17. ENTIRE AGREEMENT. All prior understandings and agreements between SELLER and PURCHASER are merged in this Agreement. This Agreement completely expresses their full agreement. 18. AMENDMENT. No modification or amendment of this Agreement shall be of any force or effect unless in writing and executed by both SELLER and PURCHASER. 19. SUCCESSORS. This Agreement shall apply to and bind the executors, administrators, {00340953.1306-9905439) 12 successors and assigns of SELLER and PURCHASER. Any assignment of this Agreement must be approved by the City of Boynton Beach City Commission 20. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be taken to be an original and all collectively deemed one instrument. The parties hereto agree that a facsimile copy hereof and any signatures hereon shall be considered for all purposes as originals. 21. LITIGATION COSTS. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses incurred,including its reasonable attorney's fees at all trial and appellate levels and post judgment proceedings. 22. WAIVER OF JURY TRIAL. Each party hereby knowingly, voluntarily and intentionally waives any and all rights it may have to a trial by jury in respect of any dispute,litigation or court action (including, but not limited to, any claims, crossclaims or third-party claims) arising from, growing out of, or related to this Agreement. The parties acknowledge that this waiver is a significant consideration to, and a material inducement for the parties to enter into this Agreement. Each party hereby certifies that no representative or agent of the other party has represented, expressly or otherwise, that either party would not, in the event of such litigation, seek to enforce this waiver of right to jury trial provision. 23. PRECEDENCE. In the event of conflict, handwritten provisions shall take precedence over typewritten and printed provisions. Typewritten provisions shall take precedence over printed provisions. 24 DRAFTING. This Agreement has been negotiated and drafted mutually by the partiesand shall be construed and interpreted as if both parties drafted same so that neither party shall be entitled to the benefits of any rules of construction, interpretation or enforcement against the drafters. {00340953.1 306-99054391 13 IN WITNESS WHEREOF,the parties have executed this Agreement as of the dates indicated above: ATTEST: CITY OF BOYNTON BEACH, a municipal Corporati sof e St of F rida I BY: Cr stal Gibson, City Clerk �even B. Grant, ayor (SEAL) ,r3 h F di 41 J F rm: i �l Office of the City City(At The foregoing instrument was acknowledged before me this 2C�day AS "r_ 2019, by Steven Grant, as Mayor of the City of Boynton Beach, Crystal Gibson, City Clerk of the City of Boynton Beach, on behalf of the City of Boynton Beach, who O are personally known to me or O have produced Florida driver's licenses as identification. My Commission expires: .2�` " Notary Public, tate of FloriAJ Tammy L. Stanzione TAM111 I STA00NPrinted Name of Notary Public fon#GG 306 58 • '` Eommwch25.2023 IMP, �y µ�tSawices (00340953 1306-990$439) 14 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Titic: STATE OF FLORIDA ) COUNTY OF PALM BEACH) The foregoing instrument was acknowledged before me this day of 2019, by , as of Boynton Beach Community Redevelopment Agency, on behalf of the Agency, who O is personally known to me or O has produced a Florida driver's license as identification. My Commission Expires: Notary Public, State of Florida Printed Name of Notary Publc 160340953 1 306-9905439} 15 EXHIBIT "A" LEGAL DESCRIPTION Lots 8 and 9, Block 1, "SUBDIVISION OF THE TOWN OF BOYNTON" in the Northeast one-quarter of the Northeast one-quarter of Section 28, Township 45 South, Range 43 East, according to the Plat filed by Birdie S. Dewey and Fred S. Dewey, September 26, 1898, and recorded in the Public Records of Dade and Palm Beach County, Florida, Plat Book 1,Page 23. Folio No.: 08-43-45-28-03-001-0080 (SUBJECT TO VERIFICATION BY SURVEY OF THE PROPERTY) {00340953 1 306-9905439} 16 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 NEW BUSINESS AGENDAITEM: 15.D. SUBJECT: Consideration and Discussion of Future Property Acquisition Strategy: 623 N. Railroad Avenue SUMMARY: During the course of a fiscal year, properties within the designated CRA boundaries become available for purchase or have been identified for future acquisition by the Agency in order to meet the CRA's goals and objectives of the Community Redevelopment Plan. Under most circumstances, the current acquisition strategy consists of CRA staff issuing letters of interest to property owners within proximity to a CRA-owned assemblage or redevelopment project, notification to CRA staff by the property owners or their representatives, and/or through a publicly advertised process. From time to time an appealing property that is listed for sale might be identified through other means or noticed by a CRA Board member or CRA Advisory Board member for future redevelopment purposes. After the initial contact and review, CRA staff presents an identified property of interest before the CRA Board for consideration and discussion regarding acquisition. The property located at 623 N. Railroad Avenue is an example of where a Board member brought it to staff's attention and is currently listed for sale by the property owner (see Attachments I & 11). CRA staff visited the property and spoke with the owner on December 18, 2019. The building itself is a mixture of concrete block and steel/aluminum construction, split between interior office/showroom space and a large working area for cabinet building or light industrial production with a 20+/-foot high ceiling, and in good shape with parking. CRA staff is seeking Board confirmation of the above strategy for pursuit of future properties within the CRA boundaries for purchase and development and CRA Board direction on pursuing the 623 N. Railroad Avenue property for acquisition. FISCAL IMPACT: To be determined. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined by the CRA Board after discussion. ATTACHMENTS: Description D Attachment I - LoopNet information for 623 N. Railroad Avenue D Attachment II - Property Aerial M ap For Sale 623 North Railroad Avenue Boynton Beach, 33435 FL 561244-7590 common ST CL MW e =s I Z I v 4 $985,000 • 4270 sq ft stand alone warehouse • 2135 sq ft with 24 ft ceiling • no association fees! • 2135 sq ft air conditioned space with 12 ft ceiling • zoned - industrial • 200 amp three phase power • 300 sq ft office • 15 parking spaces • 1-95 Boynton Beach Blvd entrance: 3/4 mile west • access to building by 2 streets & a back alleyway • 2 overhead doors - 10x10 and 12x12 • rear fenced-in area with 20 ft rolling gate • impact windows • security cameras • dusk to dawn low-energy security light • multiple T8 8-ft fluorescent lights • Pallet Racks 38'w x 4'd x 16"h • 5HP 80 Gal Vertical 2 Stage 3PH air compressor with copper central system with 20 quick connects covering entire shop • Signage AND lighted 2'x15' changeable banner • eligible for Boynton CRA facade grant • eligible for opportunity zone tax savings r } - ___ y • S tl , i 1 ' 1 - i,l , 11j ,moi ti c co Li M � s� J {lf,f s5\11Yv' r}sly rift N 44 4w m 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: January 6, 2020 NEW BUSINESS AGENDAITEM: 15.E. SUBJECT: Consideration and Discussion Regarding Assignments to the CRA Advisory Board SUMMARY: At their December 13, 2016 meeting, the CRA Board discussed what items would "automatically" go before the CRAAdvisory Board (CRAAB) and how their agenda would be created. The CRA Board voted to limit the CRAAB's review to pending items and any new projects coming into the City such as purchase and development agreements. This would be limited to new business and pending items (see Attachment 1). New CRAAB Assignments could be given to them by the CRA Board and would need CRA Board approval by motion. CRA staff is requesting that the CRA Board entertain discussion and provide clarification regarding the desired procedure for determining which items go before the CRAAB. One area of staff's concern relates to the review of potential property acquisitions. There is some ambiguity as to whether all proposed acquisitions appear on the CRAAB's agenda before the CRA Board's agenda. Rather than have a Purchase and Sale Agreement for a proposed property appear before the CRAAB prior to the CRA Board's review, staff is recommending that the property first be presented to the CRA Board to obtain their approval or denial to pursue, then only if desired, the CRA Board may assign the item to the CRAAB in order to obtain their recommendation. Another area needing clarity relates to the review of Letters of Intent (LOI) to purchase CRA owned property. The current policy provides that once an unsolicited LOI is received by staff along with the supporting documents, it will be placed on the next available CRA Board agenda for consideration and discussion (see Attachment 11). Currently, the LOI does not go before the CRAAB for recommendation prior to the CRA Board and would only go before the CRAAB if assigned. With the CRAAB's recent change in appointed members, obtaining the CRA Board's clarification on these issues will provide assistance to staff that will facilitate the CRAAB's function and meetings. FISCAL IMPACT: None CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Board's determination of the procedure for Purchase and Sale Agreement review by the CRAAdvisory Board. 2. Board's determination of the procedure for Letters of Intent review by the CRA Advisory Board. ATTACHMENTS: Description D Attachment-CRA Board minutes of December 13, 2016 D Attachment II -CRA Board Policy regarding Letters of Intent Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 13, 2016 Vice Chair McCray suggested leaving the matter in Mr. Simon's hands and he provide the Board with a report next month. He was not in favor of hiring a consultant. No motion was made. Chair Grant mentioned one thing the CRA has been lacking was an investment professional to sell the CRA to developers. Chair Grant asked who was in favor and learned there were no objections. XV. CRA Advisory Board A. Reports: 1. City Services Survey for the CRA District B. Pending Items: 1. Research for a Potential CRA Grant for Job Creation 2. Review the 29 Recommendations made in February 3, 2016 Miami-Dade County Grand Jury Report Concerning Affordable Housing and Mismanagement of CRAs 3. Draft Community Benefits Agreement C. New Assignments: 1. None Chair Grant thought the Board should contemplate what it would request from developers if they asked for Tax Increment Funding (TIF) and the Advisory Board should study the issue as the funds are taxpayer dollars going to a private developer. Chair Grant also wanted to see workforce housing/affordable housing and WiFi, and come back with items they can consider when developers ask for TIF. Mr. Casello commented the task was outside of the scope of what the Advisory Board was established to do. They were to look at certain projects in the CRA District that the Board may have a question about The Advisory Board was conducting surveys and others and that was not the initial idea of the Advisory Board. They go through the entire agenda making recommendations and obtain answers the Board may have about a project. Chair Grant agreed they can discuss what the Advisory Board can do rather than reviewing the full agenda. He reiterated the Advisory Board could make recommendations if a developer asks for TIF. Vice Chair McCray agreed. Ms. Romelus thought there was a lot of redundancy and thought they could work on pending items. She thought the Board could revise their role, give suggestions on items, but change their focus and work on the pending items. She thought studying TIF recommendations would be appropriate. There could be a standard policy and reviewing the agenda would not be included. 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 13, 2016 Mr. Katz cautioned implementing additional regulations without considering the CRA is unique within itself. He had no objections with the Board or Advisory Board developing a list of suggested items the Board would like to see in exchange for TIF, as it comes up on a case-by-case basis. Chair Grant agreed with case-by-case and thought it would be helpful to know all the tools that are available for TIF. Linda Cross, 625 Casa Loma Blvd, Chair, CRA Advisory Board, commented the City Services was previously discussed. The Advisory Board has done research on the grant for job creation, and connected Mike Simon with an organization that tries to see how the organization and the CRA can work together. The Advisory Board reviewed all 29 Grand Jury recommendations regarding CRAs. The items relevant to Boynton Beach are receiving a step-by-step review about how the recommendations could be implemented in the City. The draft Community Benefit Agreement (CBA) was a new assignment and staff was asked for information about CBAs used by other CRAs. Developer requests for Direct Investment Funding was an important issue for the Advisory Board and the CRA to work on to determine what benefits the City should obtain. She commented going through the entire agenda was labor intensive which she did not think was appropriate for an Advisory Board. Mr. Simon explained the CRA already has a direct incentive funding policy. It is short and brief, but it lists items to consider. Prior to 2012, staff felt vulnerable to requests and developed the policy to provide the agency with direction and protections as clear guidelines. He thought in addition to the wording of the assignment would be to look at the existing policy and work on that. An unidentified man commented the CRA is designated to develop underdeveloped parts of the City to eliminate blight. He asked what happens to redevelopment of the Boynton Terrace apartments and Cherry Hills. Vice Chair McCray explained the Cherry Hill is a county project and the land is owned by the Housing Authority. The Boynton Terrace area was the NuRock project. The man asked about the process of reaching out to the community on what projects may or may not be approved. There were meetings earlier this year regarding the Consolidated CRA Plan. Vice Chair McCray also commented there is a HOB association and if he gave his name to Mr. Simon, they would notify him about meetings so he can attend. It was noted the City Commission sits as the CRA board and asked if there was a lot of red tape with processes and decisions and learned there was not a lot of red tape. Vice Chair McCray provided the speaker with his phone number. No one else coming, forward public comment was closed. Motion Mr. Katz moved to approve adding a DIFA policy update to the Advisory Board to review. Vice Chair McCray seconded the motion. 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida December 13, 2016 Vote The motion unanimously passed. Motion Vice Chair McCray moved to Limit the CRA Advisory Board review to pending items and any new projects coming into the City such as purchase and development agreements. Ms. Romelus seconded the motion. This would be limited to certain New Business and Pending Items. Vote The motion passed 4-1 (Mr. Casello dissenting.) XVI. Future Agenda Items: A. Direction Regarding the Disposal of CRA Owned Properties Located at E. MLK, Jr. Blvd. and NE 9th Avenue to St. Paul AME Church of Boynton Beach (appraisals ordered 11/23/16) B. District Clean Program C. Discussion of GRA Owned Property Located at 222 N. Federal Highway XVII. Adjournment There being no further business to discuss, Vice Mayor McCray moved to adjourn. Ms. Romelus seconded the motion that unanimously passed. The meeting was adjourned at 9:11 p.m. (%f Catherine Cherry Minutes Specialist. 20 BOYNTON 'Mg"' {5,i<BEACH �CRA Boynton Beach Community Redevelopment Agency Policy for Processing Letters of Intent to Purchase Property The Boynton Beach CRA ("CRA") will use the process outlined in this Policy for Processing Letters of Intent to Purchase Property ("Policy") to address any Letters of Intent to Purchase Property that the CRA receives that are not the result of a formal request for such letters. The Policy is designed to ensure a fair process for property disposal, furthers the goals and objectives of the 2016 Boynton Beach Community Redevelopment Plan, and acts in the best interest of the CRA. Letter of Intent Policy: When the CRA receives a Letter of Intent to purchase a property owned by the CRA, the CRA staff will add an item to the agenda of the next regularly scheduled CRA Board meeting to discuss the Letter of Intent. However, if the Letter of Intent is received by the CRA less than 5 days before the next regularly scheduled CRA Board meeting, the CRA staff will add the Letter of Intent item to the agenda of the next available regularly scheduled CRA Board meeting. The CRA staff will include the Letter of Intent and all supporting documents as backup to the Letter of Intent agenda item. At the regularly scheduled CRA Board meeting,the CRA Board may consider one of the following options upon receipt of a Letter of Intent to purchase a CRA-owned property: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty(30)day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal(s); Option II - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses,and selecting the successful proposal(s); or, Option III -The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. 00849969-1 Ali e _4 T o y uuum �ry uumq uu e 8 ViA` �t r 40'' . Initial Email Blast 20-Jun 3,845 805 68 Second Email Blast 12-Jul 3,751 774 52 Offer Due Date Announcement Email Blast 19-Jul 15,040 3,223 84 Offer Due Date Reminder Email Blast 30-Jul 14,969 3,139 71 Offer Due Date Second Reminder Email Blast 5-Aug 14,927 2,951. 61 View ErmaflBlatt r R m im Page Visits 72 a 158 189® 216 281 465 N 569 645 CA Approvals 21 32 35 39 47 81 95 108 OM Downloads 16 31 35 39 53 77 95 106 Financial Documents Downloads 102 307 348 411 553 833 1,064 1,341 Webpage URL Call for Offers Date Thursday,August 08,2019 � a r �wwuwa ' 1 N r iw71��II u I iii�� II liimill Avery Klann 561.210.4138 561.703.8332 avery.klann@ngkf.com Hampton Beebe 561.210.4129 561.371.1910 hampton.beebe@ngkf.com � Jonathan Senn 561.210.4115 305.720.6059 jon.senn@ngkf.comi � w Tyler Minix 561.210.4140 239.281.1895 tyler.minix@ngkf.com (. Richard Donnellan 561.210.4134 561.271.4369 richard.donnellan@ngkf.com Ili �;��1 I iii ��Sll� V�inIpi IIpIi g�,1n1��oln