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Agenda 04-13-21 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT Community Redevelopment Agency Board Meeting Tuesday,April 13, 2021 -5:30 PM GoToWebinar Online Meeting and City Hall Chambers, 100 E. Ocean Avenue 561-737-3256 REVISED AGENDA 1. Call to Order 2. Invocation 3. Roll Call 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 5. Legal 6. Informational Items and Disclosures by Board Members and CRA Staff: A. Disclosure of Conflicts, Contacts, and Relationships for Items Presented to the CRA Board on Agenda 7. Announcements and Awards A. Boynton Beach CRA FY 2019-2020 Financial &Annual Report 8. Information Only A. Public Relations Articles Associated with the CRA 9. Public Comments 10. CRAAdvisory Board A. CRAAdvisory Board Meeting Minutes- March 4, 2021 B. Pending Assignments 1. Review of Commercial Properties within the CRAArea C. Reports on Pending Assignments 11. Consent Agenda A. CRA Financial Report Period Ending March 31, 2021 B. Approval of CRA Board Meeting Minutes- March 9, 2021 C. Approval of Commercial Property Improvement Grant Program in the Amount of$50,000 for Yellowbeard, Inc. located at 1022 N. Federal Highway D. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$21,000 for Boynton Beach Seafood Company LLC located at 1022 N. Federal Highway E. Approval of Commercial Property Improvement Grant Program in the Amount of$50,000 for Bud's Ventures, Inc. d/b/a Bud's Chicken & Seafood located at 509 E. Boynton Beach Boulevard F. Approval of Commercial Property Improvement Grant Program in the Amount of$1,569 for Boardwalk Italian Ice & Creamery, LLC located at 209 N. Federal Highway G. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for ManCave for Men Boynton Beach LLC located at in One Boynton at 1513 S. Federal Highway H. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$14,748 for ManCave for Men Boynton Beach LLC located in One Boynton at 1513 S. Federal Highway I. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for 409 E A LLC located at 409 N. Railroad Avenue 12. Pulled Consent Agenda Items 13. CRA Projects in Progress A. Grant Closeout for Habitat for Humanity of South Palm Beach County's FY 2018-2019 (Winter) Nonprofit Organization Grant Program (NOGP) B. Marketing, Business Promotions, and Social Media Update C. CRA Economic& Business Development Grant Program Update 14. Public Hearing 15. Old Business A. CRA's Small Business Disaster Relief Forgivable Loan Program Update B. Discussion and Consideration of Fiscal Year 2020-2021 CRA Business Promotions & Events Schedule C. Discussion and Consideration of Responses to a Request for Additional Information from Respondents of the RFP/RFQ for the Cottage District Infill Housing Redevelopment Project D. Discussion of Status of Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project E. Discussion and Consideration of Letters of Intent for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard F. Discussions on Tax Increment Revenue Financing Agreements REVISED G. Discussion and Consideration of Terms for an RFP/RFQ for the CRA Project Located at 115 N. Federal Highway 16. New Business A. Discussion and Consideration of a Purchase and Development Agreement for the Property Located at 508 E. Boynton Beach Boulevard B. Discussion and Consideration of a Purchase and Sale Agreement with Larann Land Investments, LLC for Two Vacant Lots at NE 10th Avenue C. Discussion and Consideration of a Letter of Intent from Habitat for Humanity of South Palm Beach County, Inc. for the CRA Owned Property located at 545 NW 11th Avenue D. Discussion and Consideration of a Tax Deed Sale for the Property Located at 221 E. MLK Jr. Boulevard 17. Future Agenda Items A. CRA District Lighting Improvement Projects B. Revisions to the Interlocal Agreement for the Sara Sims Park Amphitheater Plans 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 TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S.286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE INAND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 7.A. SUBJECT: Boynton Beach CRA FY 2019-2020 Financial &Annual Report SUMMARY: The Boynton Beach CRA (BBCRA) Fiscal Year 2019-2020 Annual Report containing the Annual Audit was mailed to all required officials and taxing authorities on March 26, 2021 and posted on the BBCRA's website in accordance with the Florida Statutes. 500 hard copies are currently printed for distribution.A electronic copy in PDF-format can also be downloaded from the BBC RA's website: https://www.boyntonbeachcra.com/home/showpublisheddocument?id=635. Distribution of the annual reports will be done by staff at various BBCRA business promotional events, community meetings and events, at City Hall, in-person business visits, and future professional conferences or in-person meetings with prospective developers or interested parties. Additionally, public notice was provided through a legal ad in the Palm Beach Post on March 27, 2021 and the digital download was shared through the BBCRA's social media platforms. A Facebook Ad was also published directing users to the Annual Report page at Boynton BeachCRA.com. The estimated daily reach of this ad is between 200-600 users. This year's Annual Report provides a summary of the CRA's activities for Fiscal Year 2019-2020 consistent with the statutory reporting requirements including but not limited to the agency's audit report and financial information regarding assets, liabilities, income, expenditures, and operating expenses, details of the CRA projects and programs, the Boynton Harbor Marina financials and marketing, affordable housing initiatives, Neighborhood Officer Program, economic development grants, COVID-19 Pandemic relief efforts, and business promotions initiatives (see Attachment 1). This year, BBCRA Staff designed and distributed the FY 2019/2020 Annual Report which resulted in a $2,300 savings in design fees compared to last year. Total Cost: $1,242.36 (Printing $980, Legal Ad $237.36, FacebookAd $25) FISCAL IMPACT: FY 2020-2021 Budget, Project Fund 02-58400-445, $1,242.36 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 Attachment I -2019-2020 Annual Report y+: A. Yt � -•• j ti SI M1 '@ 4 tO � \ � d u:: ✓ Y": N ..y ti } fgVi VE`"� � 9 s m w - E}�,I�xR} r e 1� � 54- P P4FA "7.�s r-' � � iE �� -�& b�"�'�i€�'�•, � �1. � }� � d S �i -. L;� f Y 9 S y --an w t, ! tet- u � t '� l' .. OL�, 71 57:rlt r off t tr G{ p )IPa•' f L KA �� I , ,,. wv r:a E 1A 9 g @ moo Nov V !. ®! Y A IF 1" N I F I i K a J g t � see aid e® �� ✓ st® mgr M , FINANCIAL & ANNUAL REPORT FISCAL YEAR 2019 2020 REDEVELOPMENT N110ji YNTO ,r<<iggim BEACH '' i—® m 'A,lWall 111 WORKS COMMUNITY L V a ME AGENCY aMP'\! k, NY 1\ls\t'3)� k S ttit f,?fGs} , ,tt y j, y irf t,r r }r7(��i�y3 ss4r!rh t{}{�s�1� T t,7s�'lll sf it t ti ,,, ,, t!s.f,<,3,'S rf{r �t�}S � $� r`•�s il� � i S Hr �,., .- i r t_ r. •._s r r ,s,....1 _..r ,r 1, s_,,,,s � r t„, J __, --�i .. r r,, � ,. �. r s>.. •. � r t � 1 rrr.... .� �� —1 1�_ � t {_� , tis i.. _ 1 t _, r •, rsrt ,_�.. __)_..1 s. _ � S rr ,ls._,} _N ..•, _l1. ., ,s �, ,, �I„>,5�. {.s. �. ( ,__rrS_, �r i ..� � � � .. � _) ,,... --s t,. �r n i Y r mr — x r r 5 i V fa r, y y _ = e t�. 1� 7 INTRODUCTION PAGES Message from the Chair 1 How the BBCRA Works 2 ,' . Financial Summary J& Project Fund Allocation 3 -4 t; CRA DISTRICT PROJECTS & PROGRAMS Economic Development Grants 5 -6 BBCRA COVID-19 Relief Efforts 7 Small Business Openings 8 Business Promotions & Events 9-10 Social Media Outreach Program 11 Marketing & Business Promotions 12 BBCRA AREA BBCRA Area Map 13 DOWNTOWN DISTRICT Solid Waste Authority Grant 14 115 N Federal Highway 14 Boynton Harbor Marina 15-16 ' CULTURAL I TI ICT Town Square Mixed-Use &Governmental Project 17 BOYNTON BEACHBOULEVARD I 'I ICT East Boynton Beach Boulevard Beautification 18 FEDERAL HIGHWAY DISTRICT k Historic Woman's Club of Boynton Beach 19 S k HEART OF BOYNTON DISTRICT MLK Jr. Blvd. Redevelopment 20 Cottage District Infill Housing Development 20 Workforce &Affordable Housing Projects 21 Ocean Breeze East Apartments 22 ADDITIONAL INFORMATION Neighborhood Officer Program 23 Professional Awards 24 Staff 24 'BOYI-ATON RAREDEVELOPMENT UNITS D V N Nc T.41i, WORKS Cover photo courtesy of E2L and Soflight �D BOYNTO �fi,s,��,,�»fit ,�� ,1 f v,A t�t� `1�., I' COMMUNITYCRA Y Steven B. Grant BOARD CHAIR The Boynton Beach Community Redevelopment Agency ("BBCRA") saw extraordinary results during fiscal year 2019-2020. With the City of Boynton Beach celebrating its centennial, the BBCRA and City received certificates of occupancy and opened Boynton Beach's new City Hall/Library, Fire Station #1, District Energy Building, Amphitheatre, and Historic Boynton Beach High School. These municipal buildings will create a family-friendly atmosphere to drive economic development in Downtown Boynton Beach. Furthermore, the BBCRA has a permanent home at 100 East Ocean Avenue, Boynton Beach, Florida. We are proud that the BBCRA remains at the heart of the community and provides the needed 121 resources to our residents and businesses in times of uncertainty. Ty Penserga New beginnings happened in the Heart of Boynton with the newly renovated Sara Sims Park opening, VICE CHAIR hosting events and gatherings including MLK Day and International Mother Language Day that brought the community together in harmony. Excitingly, Centennial Management broke ground for the Ocean Breeze East Apartments, establishing affordable rental units on vacant BBCRA land after decades of waiting for the right developer. When news of the COVID-19 Pandemic arrived in mid-March, the BBCRA Board took swift action to authorize staff to assist local businesses with immediate relief under Florida statutory law. BBCRA reallocated monies from the annual budget and streamlined modifications to the existing economic development grant programs resulting in an infusion of cash to businesses hurt by the pandemic. The Woodrow Hay BBCRA disbursed over $1.9 million dollars in assistance to 101 BBCRA and marina businesses in the BOARD MEMBER form of the Small Business Forgivable Loan Program funding, Rent Reimbursement Grant funding, and "Like a Local" marketing and promotional support by May 2020. � t The BBCRA's diligent affordable and attainable housing efforts have come to fruition with multiple housing ry projects being awarded, planned, and constructed The first was the award of $26.3 million dollars in from the Florida Housing Finance Corporation's 9% Low Income Housing Tax Credit Program for the MLK Jr. Boulevard Mixed-Use project in June 2020 to Wells Landing, LLC. Along Seacrest Boulevard between NE 4th and 5th Avenue, the CRA issued a Request for Proposal for the Cottage District Infill Housing Redevelopment Project after receiving multiple letters of intents from developers desiring to Christina Romelus build attainable housing. Last, with the work from the Boynton Beach Faith Based CDC and Habitat for BOARD MEMBER Humanity of South Palm Beach County the construction of numerous single-family homes along NW 11 th Avenue occurred under the Model Block Project. As we enter fiscal year 2020-2021, the BBCRA will continue our infrastructure and beautification of one of the City's primary commercial corridors and namesake, Boynton Beach Boulevard. The East Boynton Beach Boulevard Extension will be in the bidding process with expanded parking, enhanced native landscaping, and more nature trails for pedestrians. In partnership with the Florida Department of Transportation, the Boynton Beach Boulevard Complete Street project is now including parts of Ocean Avenue and the design process will start in early 2021. Justin Katz BOARD MEMBER In reviewing this Annual Report, the BBCRA's focus is maintaining the community's interest and goals at the forefront of all of our decision making, regardless of the circumstances. We hope that residents CRA ADVISORY and businesses alike will find an active partner in the BBCRA, rising to the occasion to collaborate with BOARD MEMBERS compassion and creativity. Chair Anthony Barber Vice Chair Allan Hendricks If Board Members Thomas Devlin Golene Gordon Angela Cruz Steven B. Grant Sharon Grcevic Board Chair, Boynton Beach Community Redevelopment Agency Aquannette Thomas Mayor, City of Boynton Beach 1 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 I, 1 �ti } #<3 ,a - i,. w IY } alt} s- 7 { s � x Local governments created Community Redevelopment Agencies (CRA) to revitalize areas that have been neglected or forgotten, resulting in declining property values, commercial vacancies, lack of quality affordable housing and decaying infrastructure. CRAs breathe new life into communities through projects such as roadway and utility improvements, historic preservation, business development and property improvement grants, and neighborhood parks. CRAs are financed through tax increment funding from the counties and/or cities, which uses existing property tax revenue, not an additional tax, from increases in property tax values within a designated area — property tax value increases that are the result of effective redevelopment and financial reinvestment. It is used to leverage public funds with private funds to stimulate redevelopment activity in the targeted area without raising property taxes. The Boynton Beach CRA(BBCRA) is responsible for developing and implementing projects identified in the Community Redevelopment Plan within the BBCRA boundaries. The BBCRA Plan includes the overall goals for redevelopment in the area, as well as identifying the potential projects and programs planned for the area. The redevelopment plan is a living document that can be updated to meet the changing needs within the Community Redevelopment District. CRAs work for Florida's communities. When a CRA uses the tools provided under the existing statutory regulations to reinvest and guide revitalization, it provides the building blocks and incentives for other stakeholders to join the process. The end result is a more vibrant, livable, and healthy community for all its residents. ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 2 The BBCRA is a quasi-governmental, Special District operating under Title XI, Chapter 163, Part III of the Florida Statutes. The agency's annual financial operations run on a fiscal year calendar beginning on October 1st and ending on September 30th of each year. The BBCRA is funded through tax increment revenues. Properties located within the boundaries of the BBCRA do not pay any additional property taxes; rather, a portion of the annual City and County property taxes collected are transferred to the BBCRA. The greater the increase in taxable property values over the CRA's base year (1982), the larger the incremental increase in revenues transferred to the BBCRA. Other sources of funding for redevelopment activities include the issuance of taxable and nontaxable bonds, marina revenue and grants. The BBCRA's annual budget is comprised of three accounting funds; 1)the General Fund which contains the administrative, general operation, insurances, property maintenance and marina related items; and 2) the Project Fund which contains all of the capital projects, development projects, property acquisitions, local business grant programs and promotional events, tax increment funding incentive agreements as well as the Neighborhood Officer Program; and 3) the Debt Service Fund which contains the BBCRA's financial debt obligations and encumbrances such as bond repayments. The BBCRA's tax increment revenues for the fiscal year 2019-2020 budget increased by 7.7% or$1,036,121 to approximately $14.8 million. This resulted primarily from increased property values by 11% within the BBCRA area from residential, multi-family, condominiums, and commercial properties. For the twelfth year in a row, the BBCRA has received a clean audit for the financial operations of the agency for fiscal year 2019-2020. Through prioritizing expenditures and long-range financial planning,the BBCRA area continues to see positive economic growth and the Agency continues to reinvest funding into capital projects in order to enhance the overall BBCRAArea. REVENUES z\ s l� i1 1t 1s f , REVENUES Tax Increment Revenue EXPENDITURES Interest Income&Grant Revenue Other Revenue k } k EXPENDITURES Capital Outlay&Redevelopment Projects General Government Debt Service-Annual Boynton Harbor Marina The BBCRA's financial statements may be obtained on our website at BoyntonBeachCRA.com contact Vicki Hill, BBCRA Finance Director at HiIIV@bbfl.us or 561.737.3256. 3 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 ® ® 1 1 ProjectBBCRA i scal Yc-2W 2019-2020 Town Square Project Funding $3,700,000 MLK Corridor Redevelopment $1,924,363 Funding for Future Redevelopment Projects $878,812 Property Acquisition $472,830 Cottage District Infill Housing Project $428,562 , Community Caring Center Acquisition $250,000 Community Caring Center Relocation $300,000 NE 3rd Street Roadway Improvement Project $500,000 Economic Development Grants $543,000 Business Development & Promotional Events $635,000 Marketing - Business Assistance $68,350 4 Historic Woman's Club of BB State Grant Match $200,000 ,tVt BB Boulevard Streetscape Improvement Project $500,000 i } Neighborhood Officer Program $532,900 PBC Housing Authority Lots $100,000 \7 G Site Work& Demolition $183,888 Professional Development Services $100,000 Development Project Related Legal Services $125,000 Contingency $100,000 Tax Increment Revenue Finance Agreements $1,632,000 Total $13,174,705 ASSESSED PROPERTY VALUES & TAX INCREMENT REVENUE MIN1 1 1 1 1J_._) RE,, !f, J �1f ffff, � r��ffffffffff � f � l r � f f �fffffff f fffffffffffff f fff_ t t ' �fff_� _ 1. ffffffffffsl. _ �l.�fJJJJJJJJJJJJJJJ/. _ l�t ffffffff_f:� _ 1. 1 _ �. 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Additionally, five "existing businesses" were able to expand and/or make facade improvements totaling 17,761 square feet of commercial space. These grants, which act as 50% matching, reimbursable grants, continue to further the BBCRA's mission to activate vacant commercial space, create jobs, and develop a vibrant downtown. SPECIALTYRESTAURANT OFFICE C SPECIALTYV Guaca Go The Butcher and the Bar South Florida Marine Beach House Salon Civic Center Condo Pio Pio JMM Services, LLC E&C's Beauty Experience Association, Inc. Bond StreetAle and Coffee Link Custom Jewelry Jackie's Pet Grooming Marketing Innovation Organic Kitchen& Solloway Acupuncture& WaveMax Laundry Enterprises Mercantile Chiropractic Inlet Inn Motel Chez Andrea Gourmet Scheurer's Chocolates 500 Ocean Cafe o FOR MORE a ® a INFORMATION ON THE CRA ECONOMIC EVE EN GRANT PROGRAMS Visit our website at Boynton BeachCRA.com or contact Bonnie Nicklien, Grants & Project Manager at NicklienB@bbfl.us or 561.600.9090 5 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 PROPERTY DAMAGE CONSULTANTS 125 E. BOYNTON BEACH BLVD. ® 561-451-4700 c 11_ � i)\ - r: — t, t� e - ., AfterIx NOm , I�. Before THE BUTCHER& THE BAR GuAcA-Go 5io E. OCEAN AVE® *101 561-903-7630 1 E. OCEAN AVE® *io6 561-375.9885 t v} Ix I After After t£ Before Before ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 6 In addition to the Economic Development Grant programs and funding as described on page 5, the BBCRA Board had the unique challenge presented by the COVID-19 pandemic and how to provide immediate relief funding to BBCRAArea businesses impacted by the state's mandatory closures. COVID -ig COMMERCIAL RENT REIMBURSEMENT RELIEF GRANTPROGRAM Recognizing the significant economic damage of the pandemic on our local businesses the BBCRA Board approved a commercial rent reimbursement assistance program to current and/or previous Commercial Rent Reimbursement recipients from the past five years with an additional six months of 50% matching rent reimbursement assistance for the months of March -August 2020. This emergency rent reimbursement program assisted an additional 42 businesses with relief funding totaling $289,119. SMALL BUSINESS DISASTER RELIEF FORGIVABLE LOAN In April 2020, the BBCRA also approved the creation of the Small Business Disaster Relief Forgivable Loan Program (SBDRFLP) and the allocation of$1 million in program funding. Using these funds,the BBCRA provided eligible businesses a forgivable loan of up to $10,000 to offset costs associated with utility, payroll or inventory expenses. Within six weeks of the application opening date, the BBCRA distributed $1 million in loans to 101 businesses. The modest grant was a lifeline to our small businesses as navigation of the Payroll Protection Program application process was overwhelming to all parties early on in the pandemic and some of our small businesses did not qualify for the Florida Small Business Economic Injury Disaster Relief Loan. - � k. a BOYNTON DIVE CENTER BAILEYS BLENDZ BOARDWALK ITALIAN "It goes without saying that the "1 am definitely out of words to ICE & CREAMERY CRA has the best interest of the accurately express my level of local stores that participated in this appreciation for everything you, "On behalf of the entire Boardwalk program. Without your kindness the CRA, the City and the Board Family and our Employees we and generosity opening during have done to help Boynton's small can't thank you and the staff this time would have been a businesses through this difficult of the Boynton Beach CRA monumental task. We appreciate time. 1 know that your hard work enough for what you did for us the support and it makes us feel will result in many businesses during the early crisis days of the good that your organization want surviving this ordeal that COVID-19 Pandemic. Not only us to succeed and has our best otherwise, would not have been did you provide needed financial interest at heart." able to reopen, bring their staff assistance but you all certainly back to work and serve this great opened your hearts to support us. -Thomas and Deborah Muscatello, community again. 1 am continually We look forward to our continued Boynton Beach Dive Center grateful to have opened Bailey's great working relationship." Blendz in such a supportive city with the most amazing staff. Thank - Joe Hurtuk, Boardwalk Italian Ice you for making such a difference." and Creamery - Danielle Tarrant, Bailey's Blendz 7 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 t e t.t c, pps �Srl, yr =a� 4 ° • • �ntn�V Itp��li` t t' y �r Y , 1 ) t t t ,err 1 7 it et iC !„ ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 8 f f, LIGHT UP THE PARK Holiday cheer and merriment were in the air for the 2nd Annual Light Up the Park business promotional event. The holiday themed event occurred directly afterthe City's Holiday Parade and featured a festive lighting of the two Banyan trees located in Dewey Park, as well as live music and entertainment, children's activities, '' saes and food and beverage offerings from three restaurants located within the BBCRA Area: � 1 Driftwood, Guaca Go, and That's Amore. The event,which took place within the 500 block of East Ocean Avenue, also provided additional '' „ exposure to the adjacent businesses located within the BBCRA's Downtown District. HOLIDAY BOAT PARADE The 48th Annual Boynton Beach & Delray Beach Holiday Boat Parade attracted hundreds ui of visitors to the Boynton Harbor Marina. The s � event, which was co-funded by the City of Delray Beach, featured thirty-four festively decorated vessels and was the premier holiday attraction for the marina. Each year, on the night of the boat parade, Banana Boat, Prime Catch, and Two Georges Waterfront Restaurant have an abundance of customers vying for waterfront seats that will provide an up-close view of the festive flotilla. It is estimated that more than 20,000 people viewed the parade which illuminated the Intracoastal Waterways between Boynton Beach and Delray Beach. IN CULTURE ART WALK In January 2020, the BBCRA partnered with the ` Boynton Beach Art District for the In Culture Art Walk. The event was an enhanced version of . the monthly Art Walk and part of the Art Synergy u Palm Beach Art Week. The event featured art exhibitions from artists who have studios located in the Industrial Art District, as well as unique art and food vendors, live music, and entertainment. The BBCRA enhanced the event with logistical support ` in the areas of: Coordinating lawn maintenance and cleaning of the event site, booking entertainment, securing food vendors, and providing funding for various rentals, such as — tents, staging, portable Ty- toilets, sound equipment, power, and cafe lights. A ,` survey conducted at the event indicated that 50%of attendees had never visited the Art District prior the event; confirming that the additional marketing efforts and event enhancements provided increased exposure and attracted new visitors to the area. 9 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 561 .737.3256 i 5 6 } r BOYNTON BEACH HAUNTED PIRATE FEST & MERMAID SPLASH it 4 t i ilk In October 2019, approximately 40,000 visitors converged in the BBCRA's Downtown District for the 8th Annual Boynton Beach Haunted Pirate Fest & Mermaid Splash. Over the years this business promotional event has seen explosive growth and has become the BBCRA's largest and most successful event. The event serves as an economic driver, that uniquely activates the Downtown District and showcases merchants operating out of the BBCRA area. Fourteen businesses located in the BBCRA area took advantage of the opportunity to exhibit their goods and services in the designated business development section of the festival. Festival attendees were encouraged to participate in a treasure hunt game, which placed them in direct contact with the BBCRA area businesses that were featured at the event. ROCK THE PLAZA The BBCRA continued to use its Rock the Plaza business promotional event series to activate plazas located within the BBCRA area and encourage patronage of locally 5 owned, small businesses. The events featured live music and entertainment in an effort to encourage community members to visit local �.r i shopping plazas and businesses that they may have previously bypassed. The events f� held at One Boynton and Ocean Palm Plaza : provided an opportunity for the participating restaurants, retail, and service merchants to connect with consumers in a fun and laid back setting. Business owners were provided with , an opportunity to have face-to-face interactions with patrons, which allowed them to generate leads, provide product samples, and educate the public about their businesses. Additionally, each business was provided with a customized media kits to further promote themselves through social media outlets. ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 10 1 1 ASSISTING WCAL BUSINESSES IN NAVIGATING SOMLLMEDIA. ASANIARKETINGPIATFORM Social media has changed the way companies market and promote their businesses. This wave of interactive technology has transformed our knowledge of day-to-day communication and business operations. Small businesses are unable to compete with the national brands who are interacting with customers more than ever on social media. Recognizing that need, the BBCRA developed the Social Media Outreach Program (SMOP) which is free of charge to businesses located within the BBCRAArea. SMOP aids in supplementing a participating business's marketing efforts, and provides an understanding of how social media may be used to customize strategies for business promotion to increase customer engagement through a professional online identity. SMOP has assisted businesses by offering one-on-one training, group classes, and assisting in marketing local businesses through the BBCRA's existing online presence. The BBCRA's SMOP Program has assisted over 77 local businesses within the BBCRA area. Not only does the program educate small business owners on how to engage the younger and tech-savvy audience, but also allows businesses to connect with each other through the BBCRA's social media resources to bring awareness to the community of the goods and services that are available within the BBCRA area. In 2019, the SMOP program was recognized by the International Economic Development Council with the Silver Award of Excellence in Economic Development. Ito 41 STARFISH SCUBA E&C BEAUTY SALON GUACA-GO "Beautiful dive sites. Convenient "Everything was perfect, and the "Had an awesome first experience covered parking garage and right pricing is affordable. 1 will be back at Guaca Go!I loved the pulled pork next to Two George's. The super soon." and all of the delicious toppings. friendly crew made sure everyone -Online Review The hibiscus tea is sugar free and had a great time!" super refreshing. We really needed -Online Review some healthy grab and go options in Boynton so its a great addition to the neighborhood. There's also plenty of easy free parking." -Online Review 11 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 � 7 AIARINARIARKETING The BBCRAs annual marketing campaign "The Weather is Here" focused on highlighting the Boynton Harbor Marina as a tourist destination and promoting marina- based businesses located in the heart of the Downtown District.The visual elements of the campaign captured the essence of the lifestyle of Boynton Beach, while supporting the marina tenants and surrounding businesses. The BBCRA funded marketing campaign works as a catalyst for long term economic growth by attracting new residents, visitors and businesses to downtown Boynton Beach. TRANSIENT DOCKAGE AVAILABLE CALL NOW TO RESERVE A SLIP • 561.735.7955 oynton O .YNTO1 C tr, • • COMMUNITY REDEVELOPMENT AGENC CatchBoynton.comy Marina LIKE A LOCAL The "Like a Local" social media campaign was launched in an effort to promote local businesses who remained open and continued serving the community during the COVID-19 pandemic. The campaign highlighted a variety of small businesses located throughout the BBCRA area, including the commercial tenants at the Boynton Harbor Marina, in an attempt to encourage community members and visitors to discover new local businesses and procure services locally. -1,3) OAT -PIVIE Like a Loc&A Like a Local T U k c, a Lc c l Like a Local R �» ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 12 Figure 3: CRA Districts i � xE x�rxt � r 0 r t� �h 1T QBoynton Beach Boulevard District QCultural District QDowntown District t ®Federal Highway District ?� fJ QHeart of Boynton District ©Industrial Craft District , 13 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 561 .737.3256 SOLID WASTE AUTHORITY GRANT On November 1,2019, BBCRA staff submitted a grant application to the Solid Waste Authority's(SWA) Blighted and Distressed Property Clean- up and Beautification Grant Program (BDPCBGP) and was awarded $95,450 in funding. The BDPCBGP grant activities include $10,950 for " tr the demolition of a deteriorating building located at 1001 N. Railroad �:. Avenue and $84,500 for the demolition of the former Congregational United Church of Christ building located at 115 N. Federal Highway. As part of the original grant request, stabilized sod was intended so that the lot may be used for public parking for special events until the redevelopment of the property in the near future as a mixed-use development within the City's Transit Oriented Development area. Upon further evaluation, itwas determined thatthe lotwill be used on a regular basis by the public and the stabilized sod would not be as durable and `r cost effective. The BBCRA invested an additional $38,463.60 to pave, stripe, install signage, and provide drainage improvements on the site. The SWA's continued support contributed to the BBCRA's efforts in the elimination of blighted conditions in the Heart of Boynton neighborhood _ - and facilitate redevelopment of the most prominent sites within the BBCRA's Downtown District. This is another successful leveraging of public resources to accomplish a common goal. 115 NORTH FEDERAL HIGHWAY1 The property located at 115 N. Federal Highway and the associated ' ; r � E property located at 501 NE 1st Avenue have long been recognized as important components in the future redevelopment of the downtown i core. The property previously acted as the temporary City Library until4,, July 2020 with the completion of the new City Hall & Library. With the vacancy of the property, the BBCRA began to prep the site for future redevelopment. This property is located within the Downtown District of the BBCRA Redevelopment Plan, lies within the Central Business District w zoning category as well as the Transit Oriented Development area, has Mixed-Use High land use designation, and adjacent to the future location of the commuter rail line. The property may be considered for a variety of redevelopment purposes such as future commercial, high density residential, or a combination of both with commercial frontage, or other types of uses as determined by the BBCRA Board. ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 14 BOYNTON HARBOR MARINA As the eastern anchor of the downtown core, the BBCRA owned Boynton Harbor Marina has become a waterfront destination for Palm Beach County with its spectacular waterfront dining and family fun activities such as fishing and scuba diving charters, boat rentals, parasailing, drift fishing, and jet ski rentals. Because of its prime location which allows for quick access to the ocean, and two very popular waterfront restaurants on site, the Boynton Harbor Marina has attracted several new marine related businesses such as Found At Sea Charters. With the ongoing development of Town Square and other proposed projects coming online within proximity of the Marina, the BBCRA anticipates even more additional businesses opening in the Downtown District. } ra COMMERCIA]L MARINA BUSINESSES 1 e 1� i 15 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 l�>t cif z u t I a �,. � a„ � • { ,� �aid. w h��I11�'Vlill�><9111�1�fi, oil ' •t � nw,F s-m J iitrtl BOYNTON HARBOR MARINA FISCAL YEAR 2019-2020 The BBCRA owns 18 marina slips for lease to marine related commercial businesses such as: Dive charters, fishing charter, jet ski and boat rentals, parasailing and a commercial cruise charter. The marina also features transient dockage for traveling boaters. • 15 of those slips are rented to tenants paying $19 per linear vessel foot plus utilities •Annual slip income totaled $67,332 •Annual slip income totaled $17,269 Recognizing the significant economic damage of the COVID-19 pandemic on our local marine businesses, the BBCRA Board approved slip rent abatements for all tenants from April 30 to September 30, 2020 totaling approximately $50,000. The Boynton Harbor Marina Fuel Dock is a Certified ValvTect Marina carrying both "Non - Ethanol" Marine Gasoline & Marine Diesel with Bioguard Plus 6. • Annual fuel sales were $1,102,189.19 • 298,757.89 gallons of gasoline sold for a total of$954,238.97 • 54,376.99 gallons of diesel was sold for a total of$147,950.22 To maintain marina operations, structures & grounds, the following costs were allocated during the budget year: MARINA MANAGEMENT PROPERTY MAINTENANCE & IMPROVEMENT • Staffing & Security- $225,484 • W Fi Service for slip tenants and transient boaters- $5,432 •Annual Landscape Maintenance - $22,600 • Painting of Harbor Master Building - $6,120 •Additional COVID-19 Cleaning Public Bathrooms- $5,300 , ,. .. . :. . :.. sill ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 16 TOWN SQUARE MIXED USE & GOVERNMENTAL PROJECT The 16.5 acre Town Square Public Private Partnership (P3) Mixed-Use and Governmental Complex Project has been identified as the catalyst project in redevelopment of both the Boynton Beach Boulevard and Cultural Districts within the BBCRA area. The Town Square project consists of: 1) New City Hall/Library building; 2) new Fire Station No.1; 3) new urban park space and amphitheater; 4) new streetscape and pedestrian improvements; 5) adaptive-reuse of the historic Boynton Beach High School building into a cultural/convention/community center; 6) new District Energy Building; and, 7) new private sector hotel and mixed-use structures with ground floor commercial and residential units located on the upper floors. The P3 team is made up of the BBCRA, City of Boynton Beach, and E2L Real Estate Solutions. The final Town Square Master Plan was approved by the BBCRA and City of Boynton Beach in March of 2018 and the financing for Phase 2 of the project was secured in August of 2018, enabling construction activities for the Town Square project started on September 17, 2018. err; i( t t, i„ fy r } 17 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 • 561 .737.3256 ),U7 4 ti si�fi Str t � ,r t s Slf 5bs The total cost of the public sector components of the Town Square Project will total approximately $80,000,000. The BBCRA obtained approval from both the City andIN � County to contribute tax increment revenue toward then project and entered into an Interlocal Agreement (ILA) with the City of Boynton Beach to secure this funding. During Fiscal Years 2016-2017 through Fiscal Year 2019-2020 the Boynton Beach CRA has provided a total of$12,048,622 for project construction as part of their annually approved Project Fund budget. The new City Hall/Library building was completed in July 2020 and fully operational and open to the public by the end of the month. The historic Boynton Beach High School building renovation, now known as the Cultural Center, was completed in September 2020 with event and activity programming beginning early 2021. Lastly, the rt. two public playgrounds and Amphitheater completed the public components of the Town Square project in October 2020. It is anticipated that all of the associated I parking garages and private sector components will be i completed within the next 24-32 months at a cost of approximately$200,000,000,generating approximately „ $2,500,000 in annual tax increment revenue. FAST BOYNTON BEACH BOULEVARD BEAUTIFICATION The beautification of the East Boynton Beach elements such as but not limited to the decorative pavement and Boulevard (BBB) Corridor from US1 to 1-95 is lighting. In April 2019, the BBCRA and City were also awarded $631,530, necessary to physically transform the entrance from the Federal Land Access Program (FLAP)for the design costs for the to the City's commercial core to a more BBB improvements. FLAP funding supports connectivity and accessibility to livable downtown. The improvements include federally funded lands, which in this case is the Intracoastal Waterway. The a future artistic gateway feature, widened project will leverage multiple public funding sources resulting in improved sidewalks, decorative lighting, landscaping, connectivity and economic development of the Boynton Harbor Marina for accommodations for bicycles and mass transit, a more sustainable Downtown Boynton Beach. Design work for the project and mid-block pedestrian crossing to supportthe will begin in 2021 with TPA LI construction funding availability in 2023. The community's vision for a more complete street BBCRA allocated$500,000 in the FY 2019-2020 Budget to be used towards at the most significant commercial corridor and the project's design costs. the City's namesake. In September 2018, the BBCRA's and City's Transportation Planning Agency's (PBCTPA) Local Initiative (LI) Grant Program application for the BBB improvements was 4 awarded $2,232,414 in funding for the project, ? implementing Smart Growth principles by incorporating traffic calming measures and accommodating various modes of transportationIN w, r in the roadway design. The grant funds will pay for the basic roadway construction costs with �� f the City and BBCRA paying for the streetscape enhancements above and beyond the basic ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 18 f Y yp r r ��8 r Y tire+ f� 'a m s nv . HISTORIC WOMAN'S CLUB OF BOYNTON BEACH The BBCRA purchased the Historic Woman's Club of Boynton Beach (HWCBB)located at 1010 S. Federal Highway in September 2017,and has been maintaining and operating the facility. For the past three years,substantial repairs and nonstructural improvements (e.g. roof repair, interior and exterior painting, floor refinishing, electrical and a/c repairs, landscaping, etc.) were undertaken by the BBCRA to prevent further deterioration and enhance the marketability of the facility as an events venue. Due to the onset of the COVID-19 pandemic,the facility was closed to the public for nearly 10 months in 2020. During this time several smaller projects were completed to give the facility an appealing updated look and to incorporate energy efficiency wherever possible. These projects consisted of the replacement of window and door hardware, LED lighting, stainless steel countertops in the kitchen, energy efficient window tinting,cleaning and resealing of tile floors,and parking lot resealing and striping. In May of 2020, the BBCRA Board approved the City's Letter of Intent for the operation and management of the HWCBB. The BBCRA Board decided that in order to activate the various recreational, civic and cultural uses on the property as well as the potential engagement of various non-profit uses,the ownership of the property should be transferred to the City for consistency with the BBCRA's statutory mandates. e 14 ty , 19 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 561 .737.3256 2 I t� ! 'A l I � E4�S S 1 i � �fF, 1• G .. vc t x' { ,i F - - MARTIN LUTHER KING JR. BOULEVARD CORRIDOR REDEVELOPMENT On June 18, 2018, the Boynton Beach CRA issued a Request for Proposals and Developer Qualifications (RFP/RFQ) for a development project utilizing the BBCRA owned properties along the Martin Luther King Jr. Boulevard corridor between N. Seacrest Boulevard and Federal Highway in the Heart of Boynton District.The BBCRA identified incentives such as land,direct or indirect funding, design or site plan assistance, infrastructure support and partnerships to private sector developer to make the desired redevelopment project more attractive and financially feasible. In September 2019,the BBCRA entered into a Purchase and Development Agreement with Centennial Management Corp. for the redevelopment project which consists of 124 affordable multi-family units as well as 8,250 square feet of leasable commercial space.The project's developer received funding from the Florida Housing Finance Corporation's 9% Low Income Housing Tax Credit Funding Program. The BBCRA has budgeted approximately $1,924,363 in funding to assist with the completion of the project and leasing of the commercial space.The project is expected to break ground in mid 2021. COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT The BBCRA-owned Cottage District Project site is The BBCRA issued a Request for Proposals/Request for approximately 4.2 acres of vacant property located between Developer Qualifications in August 2020. The BBCRA received N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard responses at the deadline submission on October 23,2020.The and N.E. 1st Street. The Project site lies within the BBCRAs BBCRA Board will then review the proposals in order to take the Heart of Boynton District boundaries and is identified in the next step in the redevelopment of this site. BBCRA 2016 Community Redevelopment Plan as a priority site for the construction of new affordable or workforce home ownership opportunities and has the added benefit of being u' located in the Palm Beach County Qualified Opportunity Zone. ;'t= �P,CRA Gatfage District The BBCRA Community Redevelopment Plan's goals are to " Development Site leverage this publicly owned real estate asset to support the . ,t overall redevelopment of the Heart of Boynton community q. and surrounding area,to increase affordable home ownership opportunities for low and moderate income households within 80-140% Palm Beach County Area Median Income (AMI), and to provide quality public enhancements that improve the �9" * economic, cultural, and aesthetic quality of life for residents of x ,r t the community. ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 20 WORKFORCE &AFFORDABLE HOUSING PROJECTS MODELBLOCK The Model Block project, located within the Poinciana Gardens neighborhood, is the result of the successful partnership between 0 ,y the BBCRA and the City of Boynton Beach to revitalize an entire residential block between NW 11th Avenue and NW 10th Avenue. Since the beginning of the project in 2012, the BBCRA and City of Boynton Beach have partnered with Habitat for Humanity of South Palm Beach County and the Boynton Beach Faith Based Community Development Corporation to construct and deliver a total of sixteen new affordable single family homes. InAugust2019,Phase II of the project commenced forthe 10 homes located along the newly completed NW 11th Avenue Roadway Project. By the end of FY 2019-2020, five of the ten homes were complete and five homes were under construction. { 9 i �1 116 NW 11th Avenue NONPROFIT ORGANIZATION GRANT PROGRAM&AI-FORDABLE WORKFORCE HOUSING FUNDING 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 of South Palm Beach County's Increasing the Quality of Life Program. The grant funded three home renovations projects, home ownership and home building/maintenance education workshops, and construction of three new affordable single-family homes located at 123-127 NE 12th Avenue and 110 NW 6th Avenue. The completion of the project contributed to the City's affordable housing stock and provided a direct benefit to the stakeholders within the BBCRA area. $95,000 in funding was allocated in FY 2019-2020 for two new lI th programs to provide and maintain affordable and workforce housing in the BBCRA area: New Construction Affordable and Workforce Housing Forgivable ¢ a Loan Program Designed to facilitate the construction of new affordable and workforce - - housing within the BBCRA area, the program consists of a forgivable loan for non-profit an for-profit business entities in the form of a 50% match of eligible expenses up to $10,000. The loan amount will decrease by 10%every year the homeowner stays in the home. Affordable and Workforce Housing Rehabilitation Grant Program This program facilitates the preservation of existing affordable and workforce housing in the BBCRA area by providing a 50%reimbursable matching grant for eligible rehabilitation expenses to individual property 110 NW 6th Avenue owners. 21 100 E. OCEAN AVENUE, 4th FLOOR, BOYNTON BEACH FL 33435 561 .737.3256 +jfstj r d ! t z t+t Inst,, r Ff e i OCEAN BREEZE EAST APARTMENTS The BBCRA continued their mission to redevelop the vacant The key to this project's success was CMC's proven track 4.4 acre site into a quality designed and well-managed record and experience with applying and obtaining project affordable multi-family rental apartment complex within the funding from the Florida Housing Finance Corporation (FHFC) Heart of Boynton District. through its 9% Low Income Housing Tax Credit (LIHTC) As the result of a Request for Proposal and Developer's Program. The BBCRA assisted with the project by selling the Qualifications (RFP/RFQ) solicitation process in August land to Centennial for$800,000 and partnering with the City of 2017, the BBCRA Board selected the for-profit affordable Boynton Beach through an Interlocal Agreement to provide a housing developer from Miami Lakes, Centennial $567,500 local government matching contribution. Management Corp. (CMC), to purchase and redevelop The Ocean Breeze East Apartment project broke ground in the vacant property into a much-needed affordable multi- November 2019 and was completed and at full capacity by the family rental apartment complex called Ocean Breeze East end of November 2020. Apartments. The$26 million urban infill rental housing project will consist of a 123 unit, 1,2 and 3 bedroom affordable multi- family rental apartments and associated parking, resident recreational amenities, upgraded landscaping, streetscape and pedestrian improvements, and approximately 1,000 "' { square feet of`flex space.' f �, i it is @53S}S{lit£itttC 7 z i 7 t7Sr " � { rt '`' 7 ! ts� St s�s> tt� 4u4tr r t _ + •,. � „��. .:,� far �� r+,x-- -- , - s i, s t ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 22 s s .{{t t"{t �sl�� as_�tk, 3h ttit)d„7,itk„11r1� s, i';t Srr,.i, i t., i n ” rr The Neighborhood Officer Program (NOP) was created to monies to fund the NOP as it is essential to support growth cultivate high levels of mutual trust,understanding,and respect of the Program and redevelopment of the BBCRA area between police and the residents of the neighborhoods they by developing relationships that transform the confines of patrol by integrating police personnel into the fabric of our ordinary policing. community. Moreover, this program assists in reducing crime and improving the quality of life within historically blighted On February 25, 2020 the NOP hosted a ribbon cutting neighborhoods where it requires the development of problem- event for their new office located in Ocean Palm Plaza at solving partnerships and substantive relationships. After 1500 N. Federal Highway. Boynton Beach Police Chief several years of success, the BBCRA continues to budget Michael Gregory along with the BBCRA Board Chair Grant and officers from the program, celebrated the significance RA1i�V'{ ” "' �� ` " to F NTS Asso 20 Sunsational Awards I ROCK THE II�rMARFIRST PLACE INA Emergency Action Plan IIP� Prom tional » Radio oAdvertise �ment ',l7 Ilia ,X111, ,,.r.,� PR/Media Campaign owl SECOND PLACE • Billboard FIRST PLACE • Promotional Item • Community Outreach Program THIRD PLACE • T-Shirt Event Guide NOON==, Michael Simon Executive Director Thuy Shutt . e � . Assistant Director Vicki Hill , Finance Director Theresa Utterbac Development Services Manager F �4 Bonnie Nlckll n Grants & Project Manager JObara Jenkins Accounting & Finance Manager Mercedes Coppin Business Promotions & Events Manager Renee Ob rtS Social Media & Communications Specialist ANNUAL REPORT IS AVAILABLE ONLINE AT WWW.BOYNTONBEACHCRA.COM 24 it r £I, � G :s 4y t - _ � I I it i I�f l 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 INFORMATION ONLY AGENDAITEM: 8.A. SUBJECT: Public Relations Articles Associated with the CRA SUMMARY: Palm Beach Post Article: • City of Boynton Beach takes ownership of the Historic Woman's Club of Boynton Beach • https://www.palmbeachpost.com/story/news/local/boynton/2021/04/05/boynton-beach- takes-ownership-historic-womans-club-building/4844464001/ CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 CRAADVISORY BOARD AGENDAITEM: 10.A. SUBJECT: CRA Advisory Board Meeting Minutes - March 4, 2021 SUMMARY: See attached minutes. CRAAB RECOMMENDATION: Approved March 4, 2021 CRA Advisory Board meeting minutes. ATTACHMENTS: Description D March 4, 2021 CRAAdvisory Board Minutes MINUTES OF THE CRAADVISORY BOARD MEETING WEBEX ONLINE MEETING 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA 33435 HELD ON THURSDAY MARCH 4, 2021, AT 6:30 P.M. PRESENT STAFF: Anthony Barber, Chair Michael Simon, CRA Executive Director Allan Hendricks, Vice Chair Bonnie Nicklien, CRA Grants & Project Mngr Angela Cruz Crysta Parkinson, Prototype, Inc. Golene Gordon Sharon Grcevic ALSO PRESENT Sergeant Henry Diehl ABSENT Thomas Devlin 1 . Call to Order The meeting was called to order by Chair Barber at 6:40 p.m. 2. Roll Call Roll was called, and it was determined a quorum was present. 3. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda Motion was made by Chair Barber, seconded by Ms. Grcevic, to adopt the agenda. In a voice vote, the motion passed unanimously (5-0). 4. Information Only -- None 5. Public Comment -- None 6. Consent A. Approval of CRA Advisory Board Meeting Minutes — February 4, 2021 Motion made by Chair Barber, seconded by Ms. Gordon, to approve the February 4, 2021, minutes. In a voice vote, the motion passed unanimously (4-0). 7. Assignments A. Pending Assignments Meeting Minutes CRAAdvisory Board Boynton Beach, Florida March 4, 2021 i. Review of Commercial Properties within Boynton Beach Boulevard Corridor within CRAArea Chair Barber confirmed that the CRA has communicated the scope and clarity of the assignment. There are four properties of interest, one is no longer available. Three criteria to consider for each are: • Pursue now as a land banking opportunity. • Pursue at a future date. • Does not fit the CRA Mission. Open discussion followed on each of the following: • 202 W Boynton Beach Boulevard o On the corner, just west of check cashing store and the post office. o Definitely non-descript, blends in. o It is for sale. o Not sure it is an active daycare center. o Post Office lease expires in 2023. o Great building, doesn't really need improving. o Good size, not that old. Could easily be upgraded with landscaping and signage. o Parking may be an issue, depends on its purpose/use. o Does not fit the CRA Mission. o Keep an eye on it to see if it sells and at what price. • 225 W Boynton Beach Boulevard o Appears to be for sale as a possible group of properties; property next to it is also for sale. o Listed at $1.8 million for four properties grouped together. o It is a good piece of land, has potential. o May become valuable when construction comes to Boynton Beach Boulevard. o Possible uses for the property suggested; busy street, needs to be a go-to business, offices, small hotel. o Could possibly be rezoned, mixed use. o Purchase now as a land banking opportunity. • 433 W Boynton Beach Boulevard o Vacant lot, been for sale for many years. o Price has dropped a little. o CRA could "grass it," make it more attractive. o Price August 2004 was $225,000. o Possibly appraises now at $749,000 for 0.5687 acre. o High traffic, setbacks, turning radiuses could be issues. o Purchase now as a land banking opportunity. 2 Meeting Minutes CRAAdvisory Board Boynton Beach, Florida March 4, 2021 Motion made by Chair Barber, seconded by Mr. Hendricks, to recommend to the CRA Board to pursue 225 Boynton Beach Boulevard and 433 Boynton Beach Boulevard as land banking opportunities, and that 202 Boynton Beach Boulevard does not fit the CRA Mission. In a voice vote, the motion passed unanimously (5-0). 8. Adjournment Upon motion duly made and seconded, in a voice vote, the motion passed unanimously (5-0) and the meeting was adjourned at 7:16 p.m. Attachments: Photographs of properties discussed [Minutes transcribed by M. Moore, Prototype, Inc.] 3 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 PENDING ASSIGNMENTS AGENDAITEM: B.1. SUBJECT: Review of Commercial Properties within the C RA Area SUMMARY: At their July 14, 2020 meeting, the CRA Board assigned the CRAAB with the task of identifying available properties located within key commercial and light industrial areas of the CRA. CRA staff will provide the CRAAB with a list of properties found on Costar/LoopNet and the Multiple Listing Service that are being marketed as "for sale." The CRA Board's assignment involves the CRAAB performing research and analysis on these properties. The goal of the assignment is to have the CRAAB provide a priority list of properties or recommendations on whether or not to pursue possible acquisition based on available funding. All land assemblages for future redevelopment shall be in furtherance of the 2016 Boynton Beach Community Redevelopment Plan. Of the properties for sale (see Attachment 1), categorize them as one of the following options: • Pursue now as a land banking opportunity; or • Pursue at a future time to be determined by the CRA Board; or • Do not pursue because it does not fit the CRA mission Pursue Now as a pursue at a Future Does not Fit the Property Address Land Banking Date CRAMission Opportunity 379 SE 4th Street 1017 N. Federal Highway 2508 N. Federal Highway 3377 N. Federal Highway S. Federal Highway at S E 1 st Avenue 2821 S. Federal Highway 609 N. Railroad Avenue FISCAL IMPACT: To be determined. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: To be determined. ATTACHMENTS: Description D Attachment I -CoStar Listings _ O N N N a M d M VJ Q U w, E o r"NT N W. N U �f U t ID LU IDZ y a W � L ej (QS hwlslaiy Trail { UU:i4 nfic"€r?€.,, n L r'"nfe Rnrcv its :® nt x fr�p■,1"��{ ill Imcige Corning Soon Location: SE 4th Street assemblage Type: Land Boynton/Lantana Cluster Proposed Use: Commercial,Retail,Mixed Use, Boynton/Lantana Submarket MultiFamily,Apartment Units-Condo, Palm Beach County Hold for Development Boynton Beach,FL 33435 Zoning: C3 Density: - Developer: - Management: - Parcel Size: 2.45 AC True Owner: - Lot Dimensions: - Improvements: - Recorded Owner: - On-Site Improv: Previously developed lot Parcel Number: 08-43-45-28-07-002-0030,08-43-45-28-07-002-0040,08- 43-45-28-07-002-0050,08-43-45-28-07-002-0060,08-43- 45-28-07-002-0092,08-43-45-28-08-000-0060,08-43-45- 28-08-000-0080 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 2 'W! ",," 1111 41M'j 1 1 r SS K"'C' r a `s i �i s `, ( }�}t_ /iii �S �1s, }� r �t� �� S �!s — ��V�a i•St �. .. �h`n. �s 1- { — �} s_ As it 17 1 S).1.....k Al r 4 � I Location: AKA 1017 N Federal Hwy Building Type: Retail/Restaurant Boynton/Lantana Cluster Bldg Status: Built 1959 Boynton/Lantana Submarket Building Size: 1,000 SF Palm Beach County Typical Floor Size: 1,000 SF Boynton Beach,FL 33435 Stories: 1 Land Area: 0.21 AC Developer: - Total Avail: 364 SF Management: - % Leased: 63.6% Recorded Owner: Maria L Barrera Total Spaces Avail: 1 Expenses: 2020 Tax @$4.85/sf Smallest Space: 364 SF Bldg Vacant: 364 Parcel Number: 08-43-45-21-32-001-0010 Amenities: Bus Line,Corner Lot,Signalized Intersection Street Frontage: 31 feet on N Federal Hwy 15 feet on NE 10th Ave Parking: 12 free Surface Spaces are available; Ratio of 12.00/1,000 SF 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 3 ji,i�, ) a h.� drallia8tryxay G s 4 f Location: Boynton/Lantana Cluster Type: Land Boynton/Lantana Submarket Proposed Use: Commercial,Mixed Use Palm Beach County Zoning: C3 Boynton Beach,FL 33435 Density: C3 Parcel Size: 0.59 AC Developer: - Lot Dimensions: - Improvements: - Management: - On-Site Improv: Asphalt paved lot True Owner: - Recorded Owner: Florida 4c Prop Parcel Number: 08-43-45-15-02-000-1250 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 4 fi z 4 ti��4� «t£..s((i��<<t{£ �t r�l ��is� s„��i��{,,1�ti£t,��..\�_ ({ � (��tr t,• ��£, �� .,,. ,. s.,.,{•. �:,; � ., S , ,,, �-� £) tt £ ,1 S � �Z Slt ; t1t1��,,.rvS19 �� £.,,�=h� i� � �(. ,,,,,, £ r rr„a �`. rpt„� t •,y,,; � t�, r 1 stl S i�£,�,tt ��1�t )£�£{y}tj t�,li,ty Iti S)1,4=,..ra��1 �I 11 � � I 2' 1 1 � f Y i nr Al\lyyr � r If� 01 . - �__ rt+; �� ,i s „�Al};tt�'i „.m�..... 8 4"» Location: Delray Beach Cluster Building Type: Retail/Freestanding Delray Beach Submarket Bldg Status: Built 1979 Palm Beach County Building Size: 1,220 SF Boynton Beach,FL 33483 Typical Floor Size: 1,220 SF Stories: 1 Land Area: 0.15 AC Developer: - Total Avail: 1,200 SF Management: - % Leased: 1.6% Recorded Owner: Peters 3377 N Fedl Highway LI Total Spaces Avail: 1 Expenses: 2020 Tax @$3.20/sf Smallest Space: 1,200 SF Bldg Vacant: 1200 Parcel Number: 08-43-46-04-12-000-0090 Street Frontage: 100 feet on N Federal Hwy Parking: 10 Surface Spaces are available; Ratio of 8.20/1,000 SF 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 5 'Ilk "l t} F n, f i u 'S I{ Location: Entitled Site 274 MF Units WaterViews Type: Land Boynton/Lantana Cluster Proposed Use: Mixed Use, MultiFamily,Apartment Units Boynton/Lantana Submarket -Condo,Hotel Palm Beach County Zoning: Mixed Use High Boynton Beach,FL 33435 Density: - Developer: - Parcel Size: 2.76 AC Management: - Lot Dimensions: - Improvements: 10 improved lots&4 buildings True Owner: - On-Site Improv: Previously developed lot Recorded Owner: - Parcel Number: 08-43-45-27-04-000-0050,08-43-45-27-04-000-0090,08- 43-45-27-04-000-0131,08-43-45-27-04-000-0150,08-43- 45-27-04-000-0610,08-43-45-27-04-000-0630,08-43-45- 27-04-000-0650,08-43-45-27-04-000-0670,08-43-45-27- 04-000-0710,08-43-45-27-49-000-0040 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 6 t ,aa it Location: Homing Inn Building Type: Hospitality/Hotel West Palm Beach/Boca Raton FL HOS Cluster Boca Raton HOS Submarket Status: Built 1990 Palm Beach County Stories: 3 BOYNTON BEACH,FL 33435 RBA: 36,511 SF Typical Floor: 12,170 SF Developer: - Total Avail: No Spaces Currently Available Management: - /o Leased: 0% Recorded Owner: Kirit R Shah Expenses: 2020 Tax @$2.34/sf Parcel Number: 08-43-45-33-00-000-5110 Parking: Ratio of 3.69/1,000 SF Amenities: Balcony,Pool 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 7 �-, i S l f fi 'fit } ' Y 'i t41� al ts1 } YtY4it'Ct `% ys4 Yiro.1-.-St parr, I)4 z 3}}�,-null jlt�., ;� _ �S i ,YP } pwt� Location: Boynton Beach Ind Cluster Building Type: Class C Warehouse Boynton Beach Ind Submarket Status: Built 1960 Palm Beach County Tenancy: Multiple Tenant Boynton Beach,FL 33435 Land Area: 0.42 AC Stories: 1 RBA: 9,267 SF Management: - Recorded Owner: THE 4856 GROUP LLC Total Avail: 9,267 SF % Leased: 0% Ceiling Height: 12'0" Crane: - Column Spacing: - Rail Line: None Drive Ins: 4 Cross Docks: - Loading Docks: None Const Mat: Masonry Power: - Utilities: Heating-Electric, Lighting-Fluorescent, Sewer-City,Water-County Expenses: 2020 Tax @$1.96/sf Parcel Number: 08-43-45-21-18-000-0560 Parking: 25 free Surface Spaces are available; Ratio of 2.70/1,000 SF Amenities: 24 Hour Access,Air Conditioning,Fenced Lot,Storage Space,Yard r g Re s t a s T4 P 1st 3,000/500 ofc 3,000 $15.00/nn/18.00 ofc Vacant Negotiable Direct 3/29/2021 Copyrighted report licensed to Boynton Beach Community Redevelopment Agency-686423. Page 8 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.A. SUBJECT: CRA Financial Report Period Ending March 31, 2021 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending March 31, 2021 (Attachment 1): • Statement of Revenues • Expenditures and Changes in Fund Balance Report • Budget Comparison Schedule- General Fund FISCAL IMPACT: FY 2020-2021 Annual Budget CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan and FY2020-2021 CRA Budget CRA BOARD OPTIONS: Approve the C RA's monthly financial and budget report for the period ending March 31, 2021. ATTACHMENTS: Description D Attachment I - Monthly Financial Report for Period Ending March 31, 2021 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-March 31,2021 Total Debt Service Governmental General Fund Projects Fund Fund Funds REVENUES Tax increment revenue 14,928,164 14,928,164 Marina Rent&Fuel Sales 648,426 648,426 Contributions and donations - - - - Interestandotherincome 75,167 65,715 1,108 141,991 Total revenues 15,651,758 65,715 1,108 15,718,581 EXPENDITURES General government 1,663,764 - - 1,663,764 Redevelopment projects - 5,562,794 5,562,794 Debt service: - Principal - - - Interest and other charges - - 163,453 163,453 Total expenditures 1,663,764 5,562,794 163,453 7,390,012 Excess(deficiency)of revenues over expenditures 13,987,993 (5,497,079) (162,345) 8,328,569 OTHER FINANCING SOURCES(USES) Funds Transfers in - 9,931,300 2,137,822 12,069,122 Funds Transfers out (12,069,122) - - (12,069,122) Total other financing sources(uses) (12,069,122) 9,931,300 2,137,822 - Net change in fund balances 1,918,871 4,434,221 1,975,477 8,328,569 Fund balances-beginning of year 3,182,928 11,040,801 116,097 14,339,826 Fund balances-end of year 5,101,799 15,475,022 2,091,574 22,668,395 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 - March 31, 2021 Original Budget Final Budget Actual REVENUES Tax increment revenue $ 14,852,192 $ 14,852,192 14,928,164 Marina Rent&Fuel Sales 1,000,000 1,000,000 648,426 Interest and other income - - 75,167 Other financing sources(uses) 100,000 545,561 - Total revenues 15,952,192 16,397,753 15,651,758 EXPENDITURES General government 3,883,070 3,883,070 1,663,764 Total expenditures 3,883,070 3,883,070 1,663,764 Excess of revenues over expenditures 12,069,122 12,514,683 13,987,993 OTHER FINANCING SOURCES (USES) Carryover fund balance - Transfers out (12,069,122) (12,514,683) (12,069,122) Total other financing sources(uses) (12,069,122) (12,514,683) (12,069,122) Net change in fund balances $ - $ - 1,918,871 Fund balances-beginning of year 3,182,928 Fund balances-end of year 5,101,799 The notes to the basic financial statements are an integral part of this statement. 1 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 0 0 0 0 0 0 0 0 0 V7 L N c-I N O O O O O O O Ln to Ln O oo O to Ln 7 Ln 7 r` M W m Ln O c-I c-I O N to O Ln M Ln r` O W O O O O O Ln Ln r` O 7 O M Ln c-I to to m r` m co O O 7 7 O O to O -Zi- co c-I O m O 7 0 0 0 O O7 M O to O Ni to W 7 W l0 7 Ni O o6 O O m r` Lf1 o6 m E M O oo r` O m O Ln to co N m m co m r` co O M Ln Moo m oo r` m w r-I y N N N N a A+ M c Y/ EM o O en O O O a a r` O m O v n Lo O m 0 n Mc O a O m ti 1. 0 0 0 n O Lo co O oo O A c O M O ti rl� oo ti M O m rl� O n O N n O n n O o n rl� O O ti N O a N O rl� O N -zi Ln O Ln M r, l6 c-I Ln c-I M O M O to c-I N M o0 O Z1. m r" Ln O oo Ln Ln c-I O O M Ln O r` N W m Ln N O M to m m O N Ln w M Ln M r` Ln M m Ln w O to N r` W Ln N to C \ E m f` N N O �--� M r` Lr a M r` O r` r` M M M M M r` W M 7 r` O M O W M m Ln m m M N Ln m O Ln Ln to N M M . 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CRA BOARD OPTIONS: Approve the March 9, 2021 CRA Board Meeting Minutes ATTACHMENTS: Description D M arch 9, 2021 C RA Board M eeting M inutes MINUTES OF THE COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING HELD ONLINE VIA THE GOTOWEBINAR PLATFORM BOYNTON BEACH, FLORIDA ON TUESDAY, MARCH 9, 2021, AT 5:30 P.M. PRESENT: Steven B. Grant, Chair Mike Simon, Executive Director Ty Penserga, Vice Chair Thuy Shutt, Assistant Director Justin Katz, Board Member Tara Duhy, Board Counsel Woodrow L. Hay, Board Member (Arrived 5:36 p.m.) Christina Romelus, Board Member 1. Call to Order Chair Grant called the meeting to order at 5:31 p.m. John McNally, Director ITS, read a statement explaining how the meeting would proceed and how the public could participate in the online meeting. 2. Invocation Board Member Romelus gave the invocation followed by the Pledge of Allegiance to the Flag. 3. Roll Call A quorum was present. 4. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda Motion Board Member Katz moved to approve the agenda. The motion was duly seconded and passed unanimously. 5. Legal Tara Duhy, Board Counsel, explained there are a few bills of interest, but none directly affecting the CRA. One is having restrictions on local government to require aesthetic changes and requirements on residential development; however, CRA's are exempted. Another bill has to do with special district accountability that would strengthen the Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 auditing and reporting requirements, but nothing specific to or of great concern to the CRA. Chair Grant was aware of a bill pertaining to home-based businesses and allowing the CRA to assist home-based businesses in the CRA District. Attorney Duhy understood the bill would allow home-based businesses and would usurp local government authority to prohibit them, but it would not directly affect the CRA's ability to assist them. If the bill passes, it would impact the City more and their ability to restrict them and require them in certain locations. 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 Board Member Katz spoke to Bradley Miller regarding the Cottage District and the 115 Federal Highway property. Board Member Hay also spoke with Bradley Miller about the projects and attended the Kinetic Art Event this weekend, which was very nice. Board Member Romelus met with Bradley Miller regarding the Cottage District, but not the 115 Federal Highway property. Vice Chair Penserga spoke with Bradley Miller regarding item 15A and attended the Kinetic Art Event, which was phenomenal. People were wearing masks and social distancing. They were shopping at stores and going to the restaurants. It was a great event. Chair Grant spoke with Tim Collins, Attorney Bonnie Miskel, Bradley Miller and Rajesh properties in the past. He noted the signing of the deed for the Historic Women's Club transferring the building from the CRA to the City, which now gives the City an Addison Mizner building. The City should be very proud of the building, which is a National Historic Landmark. He looked forward to the events and activities occurring there. 7. Announcements and Awards 8. Information Only A. Public Comment Log 9. Public Comments Chair Grant opened Public Comments. No one coming forward, Public Comments was closed. 10. CRA Advisory Board 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 A. CRA Advisory Board Meeting Minutes - February 4, 2021 B. Reports on Pending Assignments 1. Review of Commercial Properties within Boynton Beach Boulevard Corridor within CRA Area Mr. Simon explained on February 4th, the CRA Advisory Board Report reviewed properties along the Boynton Beach Boulevard Corridor, east of 1-95 to US 1, and whether to pursue land banking or development opportunities now, pursue in the future as determined by the Board, or not pursue at all as the property does not fit the CRA's criteria. Mr. Simon reported the CRA Advisory Board advised the 202 W Boynton Beach Boulevard property did not fit the criteria to pursue acquisition. They further recommended pursing the property at 225 Boynton Beach Boulevard. The property at 420 Boynton Beach Boulevard was no longer available and the property at 433 Boynton Beach Boulevard was recommended to pursue. Chair Grand noted the CRA did not have the money in the budget this year, but should review funding during the budget. If the properties are still for sale, the Board could move forward allocating the funds to purchase the property. Mr. Simon noted Attachment 1 has the description of the properties, which he reviewed for the Board. The CRA Advisory Board will review three to four additional properties at their next meeting. Chair Grant requested reviewing the newest listed properties first, and the older listings later. 11. Consent Agenda A. CRA Financial Report Period Ending February 28, 2021 B. Approval of CRA Board Meeting Minutes - February 9, 2021 C. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $11,400 for Premier Medical Center of Boynton Beach, LLC located at 326 W. Boynton Beach Boulevard D. Approval of Commercial Property Improvement Grant Program in the Amount of $23,057.67 for Raj Properties, Inc. located at 109 E. Boynton Beach Boulevard E. Approval of Commercial Property Improvement Grant Program in the Amount of $21,205.80 for AMS Acquisitions, LLC located at 517 NE 5th Avenue F. Approval of Commercial Property Improvement Grant Program in the Amount of $8,930.40 for Loufranco Management Corp. located at 609 N. Federal Highway 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 G. Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000 for Appliance King of America, Inc. located at 622 N. Federal Highway 12. Pulled Consent Agenda Items None. Motion Board Member Katz moved to approve the Consent Agenda. Vice Chair Penserga seconded the motion. The motion passed unanimously. Dr. Monica Roundtree Cleckly, Premiere Medical Center of Boynton Beach, LLC, a Board-Certified Family Nurse Practitioner and native Floridian, was happy to be able to bring a primary healthcare medical center to the community. She was proud to bring primary healthcare to her community because she sees the disparity in healthcare and the importance of access to healthcare regardless of ability to pay. One goal is to partner with community churches and hold screenings and outreach to let people know they are there to help with healthcare needs. She was happy and excited to receive the grant. Chair Grant noted there is a social media outreach program and advised the CRA will help as much as they can. David Costanzo, Appliance King of America, announced they have been in Boynton Beach for over 20 years. He appreciated the Board's consideration of the grant. They are moving and expanding locations, due to the stability of the grant for the Corona virus program the CRA provided. It stabilized the company in a time of uncertainty and helped put them on stable footing. He appreciated the innovation the program showed. As they expand, they are partnering with Career Source opening new positions in Boynton Beach. He was excited to partner with the CRA about the project and bring high paying jobs to the City. 13. CRA Projects in Progress A. Marketing, Business Promotions, and Social Media Update Renee Roberts, Communications and Social Media Specialist, reviewed her presentation for the month of February detailing social media posts published, the public input survey for future redevelopment projects, and the new Boynton Beach CRA.com website. Mercedes Coppin, Business Promotions and Events Manager, reviewed the Boynton Beach Bucks promotion for the Sea Mist III, which provided a $10 discount for the first 50 respondents for one week. The offer was extended an additional week, and during that time, 27 Boynton Beach Bucks were redeemed during the promotion. There were 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 117 individuals that responded to the survey used to track the promotion and track the discount code: 42% of the respondents previously fished with the Sea Mist III and 58% had not. Fifty eight percent of the respondents were residents and 42% were non- residents. Examples of social media posts to promote the offer was viewed as well as the custom poster. The information was sent to over 2,300 individuals on the CRA mailing list. Boynton Beach Bucks was also used to promote Pio Pio. The promotion ended on March 5th and staff will report back at the next meeting. Chair Grant thought staff did a great job with Boynton Beach Bucks. The reason for the time frame was to create a sense of urgency to redeem the deal. The two weeks window looks good, so they will move forward from there and adjust accordingly. Staff was working with businesses one-on-one and if the business wanted to extend the promotion, they could. 14. Public Hearing 15. Old Business A. Update on Purchase and Development Agreement with Boynton Beach Cottage District Development, LLC for the Cottage District Infill Housing Redevelopment Project Mr. Simon explained this item was a follow up to the December 8th meeting regarding ranking the proposals for the Cottage District Infill Housing Redevelopment RFQ/RFP. The Board conducted an analysis of presentations made and selected the Boynton Beach Cottage District Development LLC as the first proposal to work with and move to contract negotiations and contract execution to move the project forward. At the prior meeting, staff met with the team from the Cottage District LLC Group and the City. Staff had another meeting with City staff on February 9th and they put together a revised updated proposal contained in Attachments A and D. Attorney Duhy explained there are three options: continue negotiations regarding the Purchase and Development contract, terminate negotiations with the selected developer and direct staff to enter negotiation with the second ranked respondent, or terminate negotiations with the selected developer and withdraw the RFP/RFQ after which the Board can determine the next steps they would like to take with the property as contained in Section 18 of the contract Disclosure and Disclaimer. The current first ranked respondent had discussions with the City regarding their development requirement and proposals twice. Bradley Miller, Urban Design Studios, explained the entire team was present. Mr. Miller thought the Board could strike options 2 and 3 and move forward with option 1. Present was Gary Smiegal, Nicholas Heine, NRH Home and Farrell Tiller with Business Flair. There is also a consultant team in place to move the project forward through the City review and application process.. Mr. Miller reviewed the location of the subject site between 4th and 5th Streets as well as the Oyer property, whom they contacted. They have contacted and are under contract with the Macintosh property on 4th Street. If that 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 purchase goes through, they can incorporate that property into the plan. The original site plan was viewed and City staff wanted the team to remove driveways from the street and internalize the driveways with rear loaded garages and porches and incorporate sidewalks to have more of a Cottage District feel. The new iteration of the plan contained 43 units in four model types: one-story homes with detached garages. Attached single-story and attached two-story homes. There was discussion of incorporating townhomes which face Seacrest, 1St Street on the east side and internalized. The circulation pattern is to get cars into the property and park in garages and carports leaving the ability for on-street parking. Recreation and drainage areas were viewed, but there is a minimum requirement for recreational space the public could use. Drawings of the unit elevations were viewed. The three-bedroom, two bath homes one story unit has 1,554 square feet of living space and with porches and garage, had slightly over 2K square feet of living space. The second model, single-family detached garage units were two-bedroom, two bath units with 1,273 square feet of living space with front porches. The one-story attached homes are smaller two-bedroom units suitable for an older person looking for a new home that does not need as much square footage or garage space and have a good living situation with a carport. The two-story townhouse idea is an attached unit with two units with a porch in the front. They have a garage space behind them, but they could have a carport in the back. There is a mix of units. There are 13 detached units, 5 larger units, 8 smaller units and 30 of the attached units a total of 43 units. Prices range from $249 to $299K that are inline to the maximum of the 140% Area Median Income (AMI). Workforce eligibility for the property is not there, the prices are still in the same range as the county's relative to workforce housing. The combined income needed to get into the unit was $98,420 for a two-person family. They plan to control pricing upon the initial purchase with having to comply with eligibility of AMI of 140%. To control the implementation of the community plan and acquire equity, in contrast to the workforce housing program, the equity is limited to grow, which can be a deterrent. The pro-forma synopsis was reviewed as contained in the meeting materials. There is a 10% return, which is typical. Board Member Hay requested confirmation a combined income over $98,420 would disqualify the family from the program and learned it would. There was a table showing household size and income limits, that varied. It was noted the table reflected the County's Area Median Income. Board Member Hay asked what type of model would be used if the Oyer property and the parcel on the west side of the proposed site was acquired and learned they would have four attached units on the Oyer property and two more detached single-family homes on the Macintosh property. Board Member Hay liked the larger square footage. Vice Chair Penserga commented when they got the various applicants, this was the applicant who asked for the land for free, which was about $1 M when there were other applicants who offered the same product who did not ask for the land free who also asked for $700K in incentives. He asked what the public would receive for the $1 M. Mr. 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Miller reviewed the pro-forma synopsis showed the sales prices would be around $12M and construction was $12,648,000 and there was a shortage. He asked why is the land under Uses and not under Sources of Income and queried if it would be a value going into the project and not into the pocket of the developer. Mr. Tiller explained the pro-forma is to show the offering, although it was listed as a source it was listed under Uses and Sources to show it as offsetting. If they took it out of Uses, and took it out of the CRA donation, it was the same number. Vice Chair Penserga asked how it made the homes more affordable. Mr. Miller explained they have to get the price to level where they can control the prices to keep the homes below the 140% AMI. They have to sell the homes in that range. He explained Pulte has a different process, and they are using the property to put their workforce products from some of their other market rate developments, and by doing so, there are strings attached to workforce housing, such as controlling equity over time. Mr. Miller would rather see the equity grow and create a stronger environment in the area. He thought the property owners should keep the equity. Vice Chair Penserga commented families should not be spending more than 30% of their income on housing. He noted the minimum household income someone would have to earn $83K so they would not have to spend more than 30% of their income. He thought it was too expensive and he noted there were errors. Mr. Bradley explained the numbers were coming from the County and they are trying to work backwards. A salary of $86K for that program would be 140%. Some of the other products are not as expensive. The cap of eligibility on the income drops as well depending on the percentage of the AMI. Vice Chair Penserga questioned why, when they are offered choices, the CRA would choose, when offered the same products, the developer that asks for free land and additional incentives when the CRA does not have the money. He asked where the funds would come from and was told from the next year's budget. He thought compared to Pulte Homes, not only did Pulte not ask for anything, they offered to pay the CRA money, and the starting median home prices are lower and affordable. He did not think the plan was in the best interest of the public if the goal is to get families into homes. He wanted to use common sense. Board Member Katz thought Vice Chair Penserga raised a good point. If they went with Pulte, the CRA would not spend the $500K, they would gain $200K to $400K and if they paid it into lowering the market prices, they could lower the homes by $17K. Pulte has homes from $166 to $308K, the average price would be cheaper for potential homeowners to purchase. Pulte's personal obligation may be to fulfill an obligation to the County, but it has no effect of the City or the residents who lived there. The prices being presented are offered are on the high end. He was not concerned about limiting the increased home values and hopefully the families would live there 10 to 20 years. A $300K house for a teacher is not affordable. Affordable housing is housing that costs less money for people who make less money. 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Chair Grant thought if a developer builds a duplex, the developer gets more money as they are building two units half the size of one unit. He asked if the new homeowners would be part of a Community Land Trust, part of an HOA, if it was fee simple and if there would be a deed restriction. He thought since Pulte was required to build the homes, they were not looking for a profit, and the CRA donation would be the developer's profit. He wanted to move the project forward as fast as possible. He asked what was best for the property owner. A single person may not be able to buy these homes, and they may need to look at a condo, which the City has, but the CRA Board should focus with the amount of apartment rentals coming, the CRA should not give money for rentals. Single-family homes add another $3M of property valuation that would come with the Cottage District, compared to Pulte homes. The CRA is trying to bring up the market in the area and the market is getting hotter. He did not think interest rates were that high, and they have FHA loans which require 3.5% down, but it was up to the Board if they wanted to go forward with the second phase. The CRA has TIF and the property is not producing taxes. Once the project produces taxes, the extra $500 that would make it unaffordable could be returned. The CRA gets no taxable income from the City and County from this location. If the taxes are $500 a month, the CRA can give back between $200 and $250 a month to the property owner. If is the agreement with the developer that will transfer to the property owner, they can limit it to that property owner who can stay there for 10 years, and if they plan on selling it, it will not pass on to the next property owners. He thought it was something the CRA could do with TIF and the developer . Attorney Duhy would have to look at TIF, but she thought they can provide an incentive to the developer. It is a return of the TIF to individual homeowners for a certain period of time. She thought it would have to be restructured as she is not sure it is allowed. Chair Grant requested Legal look into it. Board Member Hay agreed with Chair Grant. He liked the models from Mr. Miller. The community wanted a Cottage look and had looked at two different plans. The proposal currently presented would satisfy the people's will. Mr. Simon explained the decision to be made is whether the presentation warrants continuation of negotiation to a formal contract with the developer. If the Board approves the presentation, the Board and Legal will meet with the developer regarding the terms of a development agreement, which will have the details regarding deliverables, time frames, financing price points, restrictions, etc., The decision to be made by the Board is to continue negotiations with the developer, not move forward with this group and move to a second group, or redo the RFP. Mr. Miller explained he had some concerns regarding points raised by the Board. They want the highest quality project within affordable pricing. The Oyer property was $250K and the Macintosh property was $340K. The numbers are similar to the original RFP and refined based on feedback from staff and feedback from the Board about the mix. The model they used could be interchangeable with all four products. They anticipate a HOA, fee-simple detached homes. He heard they need more townhomes and they could adjust moving 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 forward. Mr. Miller explained the whole idea is the highest quality product within the County's affordability guidelines. Board Member Romelus asked if there was any room to maneuver the price of the home. Mr. Miller thought it was contingent on finding a comfortable price level and work a design backwards to fit in that range, which could involve stripping away amenities, which they do not want to do. She asked why the Palm Beach County AMI was used. Mr. Miller explained workforce housing is based on the County's numbers broken down into four income categories. Mr. Simon commented the County's AMI is higher than the City's AMI. The recently approved City Workforce Housing Ordinance is designed to use the City's AMI, but when the RFP was released, the City was using the County AN, which until a municipality chooses to use its City AMI, the standard is to use County AMI. The default, which is more restrictive is the individual cities if it is less than the County's. The County's AMI was referenced in the RFP. Board Member Romelus thought, in the interest of Boynton Beach residents living in the homes, that if there was a way to lower the price of the home, it would be worth the wait. She was not opposed to considering other applicants on the list or reissuing the RFP using the Boynton Beach AMI, as the County's has expensive areas included. The pandemic has shown, they are in a seller's market and it is advantageous to raise home prices. If the CRA can develop a new construction home that is affordable, the Board should not bypass the opportunity. If you start a home at a higher price point, it is not affordable in the long term. Chair Grant explained the reason the price point is between $250K and $300K is because that is what the Board thinks new construction in this area should cost. He looked at the Pulte site with 31 townhomes, which needs to be redone, they want the best developer to build the best product. If they want to build the cheapest homes, they could. The Code allows for container homes. If they use Formica instead of granite, the price is a lot cheaper. The Board wants to see the best price they can that is reasonable. Pulte has homes at low income levels because they have to have it that way and they would likely not add as many amenities. Mr. Simon commented there is a misunderstanding about Pulte who responded to the RFP. Pulte is a developer, but saying they are forced to build homes discounts the company and the integrity of their response. Pulte is building homes because they responded to the RFP, and they can provide a larger range of pricing because of their commitment to the project or other aspects of the company's obligations, so it was not fair to say Pulte was being forced to drive their prices down. Another aspect to consider is Pulte is building 31 townhomes and this proposal is building 30. Buying a house for $200K selling it for $400K does not help affordable units. There is no mention how to keep the home affordable beyond the homes first purchase, which has not been discussed. The TIF refund and the reference being one project is worth more than the other, discussion about one project being more expensive because the construction price is higher does not equate to value. If the Board went with that theory and paid taxes to the homeowner in addition to the money given to the developer, it is an awful 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 lot of incentive giving to both parties without any assurance that the affordability maintenance is there for life or at least 15 to 20 years, and the Board would now have distributed CRA funding to a private developer and a single-family homeowner. There are no rentals. Part of the RFP requires no rental allowance in the HOA. The HOA discussion did not indicate what the monthly HOA fee is, or if it is in the breakdown in cost. That along with the PMI, will add to already incorrect numbers on slide nine. Chair Grant commented the County requires workforce housing. Pulte had to pay money into the County's fund or build workforce homes in the County. Mr. Simon explained that is not relevant to the RFP. Chair Grant commented Pulte is building an affordable product, but it may not be the best thing for the neighborhood because it may not be what the neighborhood wants. He understood the Board was asking about new residents and trying to get the cheapest product so they can make it affordable. The current developer says I want to build and have quality to my name, but Pulte builds homes at a price and is required to build a certain amount of workforce housing. Chair Grant wanted the Board to discuss what they want to do, have as much housing in an affordable manner or have something in the middle of quality and affordability. Board Member Katz had no reason to believe either product was better or worse and had no interest in Pulte's obligation. . Pulte's motives are irrelevant as long as their product is sound. He would not mind seeing the Boynton Beach AMI in addition to the accurate numbers for the County, including the HOA costs to calculate affordability. The difference in the two proposals is one townhouse and three single-family homes. He queried if the Board could request, although the RFP did not specify it, the Boynton Beach AMI to be calculated and look at those sales prices and then discuss if that creates a bigger gap in pricing and profit for the developer. Attorney Duhy responded the Board could make changes to the proposal. If the Board wants to allow the selected developer to respond with an alteration to its proposal based on Boynton Beach AMI, they can. The Board could permit a resubmission by all three proposers. Section 18 of the RFP gives the Board a great deal of flexibility. The submission requirements were what they were, but in terms of getting to a contract, they have flexibility. In this case, the Board has an altered program from what was submitted to the RFP, which could be accepted and make alterations to the submitted program in the ultimate contract the Board will enter into. Board Member Katz supported altering the requirements for Boynton Beach AMI with the current applicant. He favored a better entry point for residents, if possible. Chair Grant wanted better answers because they got wrong numbers. The Board wants no rental ability, maintain affordability of the property so the property owner can build wealth in the equity in the property and not necessarily the property's appreciation to see if there is a range for a lower entry point. Chair Grant asked if the Board should open it up to all the applicants. Board Member Romelus supported opening it up to all the applicants and bringing back the numbers 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 based on the Boynton Beach AMI. The motion would be to select option M, Section 18. Select one or more successful proposers it deems to be in the best interest of the CRA She requested if the Board would be receiving information other than the selected developer, that the Board vote to identify one or both developers as selected for this negotiation Motion Attorney Duhy recommended the motion would be to select all three proposers as selected proposers and direct staff to continue negotiations with all three selected proposers. Vice Chair Penserga so moved. Board Member Katz seconded the motion. Vice Chair Penserga pointed out the applicant mentioned they could acquire the Oyer property for $250K and $340K totaling nearly $600K. If they can do that for two other parcels, why ask the CRA for incentive money. Mr. Miller commented without the incentive, it flips the opposite way. It is one or the other. Overall, they were trying to follow the RFP using the AMI and feedback. If they could have the opportunity to take tonight's input and return next month with corrected refined numbers without opening up the RFP, they would like to do so. He requested the Board consider that in their deliberations. It comes down to the numbers and it is still a matter of a quality development with good prices. Attorney Duhy clarified the motion made by Vice Chair Penserga would not open the RFP, just allow additional proposers to be part of the negotiation . Mr. Miller commented as the first selected proposer they still wanted to be the lead. All three proposers could provide additional information and negotiation with staff for whatever period of time they would like. Mr. Simon sought further clarification. Attorney Duhy explained the first step is to select the other two developers not selected as selected proposers. Then the Board will discuss what additional information the three selected proposers should provide. First is do they want to stay with the selected proposer or not. Once decided they can move on to what, if anything in addition, they would like to ask the selected proposer or selected proposers. Board Member Hay requested the names of the three developers for the record, which are Boynton Beach Cottage District Development LLC, Azure Equities LLC, and Pulte Companies LLC. Motion Attorney Duhy repeated the motion as Vice Chair Penserga moved to make selected proposers inclusive of Pulte, Azure and the current proposer, Boynton Beach Cottage District Development LLC, as selected proposers to discuss the Boynton Beach AMI, have no rental ability for property owners, the ability attain affordability for future 11 Meeting Minutes Community Redevelopment Agency. Board Boynton Beach, Florida March 9, 2021 property owners and a wider range of entry points for the property owners. Vice Chair Penserga moved to amend his motion as stated. Board Member Katz seconded the motion. The motion passed unanimously. The Board will discuss the item in April. The information needs to be received by Sunday April 4t", at 11:59 p.m. Motion Board Member Hay so moved. Board Member Katz seconded the motion. The motion passed unanimously. B. Discussion and Consideration of the Purchase of the Property located at 115 NE 4th Avenue At the February meeting, the Board directed staff to contact the owner for the above property owned by Ms. Brown-Mcintosh. The property is listed at $350K. The final counter offer to the CRA was $320K as a back-up offer by a contract that she signed for $340K. He asked if the Board wanted to counter again. Chair Grant was willing to go a little higher to make the project the best it could be. Vice Chair Penserga supported discontinuing discussions and terminating the negotiations. There was consensus to do so. C. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update Mr. Simon contacted Centennial for an update and he did not see a representative in the audience virtually or in person. Mr. Simon was aware Centennial was anxious to get the permit drawings into the City, start the project and begin negotiations on the commercial component of the project. They are on track and looking to submit drawings in the next 60 to 90 days for permit review and break ground in late fall/early spring. Chair Grant wanted to know if the washers and dryers were included and the homeownership aspect, if the CRA can work with the developer for the tenants to build equity in a rent-to-own process to be used as a down payment somewhere else with TIF funding. Board Member Hay wanted Mr. Simon to express to Centennial and other developers, when the Board asks for an update it is very important for someone to appear as they may have questions. It does not sit well with him when they are on the agenda and no one is present to represent them. Chair Grant requested Mr. Simon let them know in April they will be moved up on the agenda to just after Consent Agenda to Projects in Progress. The Board wants to maintain their good relationship with them as partners. He requested Mr. Simon let them know Centennial can reach out to the Board members individually before the next meeting. D. CRA Economic & Business Development Grant Program Update and Consideration of Request for Additional Funding 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Bonnie Nicklien, Grants and Project Manager, gave an overview of the program which is a 50% matching grant for commercial rent and commercial property improvements. As of this meeting's grant approvals, the remaining balance is $146,865. Staff requests to reallocate additional funding tote program as they have seven pending applications seeking approval in April or May for out $257K in funding, which the remaining balance could not accommodate. There may also be new applicants in the meantime. to identified $291,253 in the Project Fund that could be reallocated. There is $145,792 in unused funds from the COVID 19 cancelled business promotional events and $145,461 in lighting improvement that could be reallocated. Staff requested approval to reallocate the funds. Chair Grant wanted to keep the lighting improvements. As to the unused funds from cancellation of business and promotional events, he asked if the CRA planned to have Music on the Rocks or Movies in the Park. Mr. Simon responded staff was holding out hope with the Marina and the two events in June and July. They have not made a decision about public events in the commercial plazas. Unlike the kinetic event on City property, they had a lot more flexibility out the precautions they could enforce and the CRA does not have as much flexibility or authority at the commercial plazas they have used. He and Ms. Coppin discussed it and out like to look into it further. The earliest event could be a May event, which of result in a slight reduction in the amount from that line item. Chair Grant wanted to have another event on Ocean Avenue and close the Avenue between Seacrest Boulevard and NE 1st to have an event in May use the kinetic art will still be there and he wanted to keep some funds inthe line it He was fine with reallocating the $291,253 from the project fund. He asked the Board if they wanted tat to have more business promotional events, Music on the Rocks and Movies in the Park, keeping things socially distanced at the amphitheater Vice it Penserga agreed with Chair Grant regarding lighting and that the events should return. He favored reallocating the $291,253, but keeping the lighting. Ms. Nicklien clarified the $291,253 was from two line items. Mr. Simon explained the Board allocated the $445K to the lighting project. The Board is aware, the night of the decision, there were no lighting projects in the works. If the Board allocated $445K to lighting there out still be $300K to spend this fiscal year, which out be difficult given the bidding and design process for significant projects the Board wanted. It could be replenished next year, but if moved over, there out be a $300K balance. it Grant thought the CRA over extended the grants. Ms. Nicklien disagreed and explained thea licants are are the grants are on a first come, first served basis until the funding is one. There were seven interested applicants. Chair Grant requested, at the next meeting, having the CRA return with possible events for the remainder ofthis fiscal year that could be used with the existing funds. He asked if the CRA could or with the City on lighting projects at the Galaxy Park playground and the pool. Mr. Simon explained from an expenditure and timing perspective, they do not have a project designed and out to bid, and the Board did not approve a project. He noted N E 1st from Boynton Beach Boulevard to the Cottage District was also mentioned. 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 They are working with the City to identify what is involved with those upgrades and there are projects to do. Chair Grant wanted to maintain the balance in the lighting projects for next year, if not this year. He wanted to keep $50K in the fund for the cancelled business promotional events. The Board will learn in April how the CRA can spend the funds in the next few months regarding Music in the Park and Movies on the Rocks. Mr. Simon explained the $145K from the events line item is the unused funds from October 1St into April. There are still funds allocated to events for May, June and July. Chair commented if they have funds for future business promotional events, let them know how much it is, and if there is a possibility to have more, he wanted $50K to be available. Chair Grant requested a motion to transfer $95,792 from the cancelled Business Promotional Events line item to Economic Development Grants. Board Member Romelus sought clarification. She thought the other fund discussed and noted it was already March and in another few months they will not get a chance to fully go through the process for a lighting project. She thought they could reallocate funds this coming fiscal year. At the last meeting, they had discussions about businesses in the CRA District that are still looking for support with COVID and they cannot get assistance from the City. This could be an opportunity to replenish economic development grant funds and assist businesses. Chair Grant commented the City should get direct payments in a few weeks from the COVID stimulus. They need lights north of Boynton Beach Boulevard and these funds could have the design in place to fund construction and bidding process in the early part of the next fiscal year. He requested a motion to transfer $95,792 of the cancelled Business Promotion Events funds to the Economic Development Grant line item. Motion Vice Chair Penserga so moved. Board Member Hay seconded the motion. The motion passed unanimously. Mr. Simon will provide an updated status report on lighting and funding the CRA will receive from the stimulus that they can reallocate to economic development grants. E. Discussion of Status of Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project Attorney Duhy reviewed the Purchase and Development Agreement the requirement to build a public plaza by January 21, 2021. The developer requested an extension, which the Board considered. In February the Board opted to extend the deadline for six months in consideration for $20K and the Board requested they respond. Earlier today, Ms. Miskel submitted a letter from her client on the issue. Attorney Bonnie Miskel, on behalf of Davis Camalier, explained her client listened in last month and has a counter proposal. The Purchase and Development Agreement 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 does speak to commencing construction, subject to Force Majeure. Much of the development stalled or slowed down dramatically due to COVID. Her client had zero ability to try to gauge and comply with the requirement. The property has been busy recently and the owner is currently negotiating with someone. Mr. Camalier has owned the property for over 20 years, maintained the property, paid taxes on it and has insurance. Her client would like to donate $10K for the CRA to use for any park or CRA function. He reminded the Board he has always answered the inquiries and questions by the Board and when asked to donate his property for City and CRA functions, he has done so without cost for the last 20 years. Any time the City and CRA wants to use it, he will make it available for free. The thought to build a park/plaza and turn around and demolish it seemed senseless and counterintuitive and he hoped that was adequate consideration. Attorney Miskel explained they discussed six months at the last meeting, but they would like a year because the party negotiating with Mr. Camalier would need to submit a new site plan. They can return to the Board when there is an agreement or contract in some form when they would need extra time for the site plan process. They will work with the CRA to get something there as soon as possible. Attorney Miskel explained there has been progress. There are two interested parties. One partner, Brian Vanenkopf, flew down and met both parties and Mr. Camalier. Attorney Duhy recommended an amendment to the Purchase and Development Agreement. She suggested extending it and not enforcing the deed restriction for $10K or whatever is worked out. Chair Grant wanted to accept the consideration for the year. He noted Mr. Camalier also owns the property across the street and the Board wants him as an ally to buy the property or join with the CRA with an RFP. He accepted the counter offer, with the caveat the Board speaks to Mr. Camalier to include the property in the RFP and hopefully get an answer in 30 to 60 days. If they do not hear from him for 30 to 60 days, it is fine. Board Member Katz explained the request to give $5K to the CRA for any park activity, and the counter from the Board was $20K, with the counter is $10K. His concern was they gave a piece of land worth 100's of thousands of dollars, that is worth millions to the future project because of the value of the project property assemblage. He commented the potential plans for the future of the project deviated so much that it was nothing they envisioned when they gave the land away for $10 years ago. He did not favor age restricted projects and commented such properties are the cheapest properties on the Intracoastal. He thought the only reason why a project was not developed was they wanted to make a larger profit than they could when they obtained the property. He did not think there was any fairness given to the residents when they are on a trajectory to get nothing they were promised. He thought $20K to enhance parks in the vicinity was offensive and he did not think they should feel bad for the property owner when they would make millions of dollars based on what has been done. He did not think $20K was a dramatic obstacle when it would help and the taxpayers have exponentially paid. 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Chair Grant understood the economic opportunity cost. He noted five years ago, the property was given away for $10 with one caveat. The Board was asking for the caveat. He thought they should accept the $10K for a year and go from there. He wanted to move forward with the offer. In the past, the property was used for kinetic art at no charge. He asked what the CRA would benefit by making the property owner pay $20K to $30K to build a plaza. His goal was to work with the property owner, to get the property across the street at 115 Federal Highway. He did understand Board Member Katz 's position. The Board was made a promise that has not been kept. There was an obligation due and they are waiting for it to be done and the property owner is offering a different consideration than what the first obligation was. He supported the $10K offer and the acquisition of the Boardwalk Creamery to be included or purchased. Board Member Katz supported rather than building the park and tearing it down, just receiving the $20K for the CRA to improve a park. He commented all of this made him reluctant to talk about the 115 Federal Highway property as he was apprehensive about what kinds of conditions or expectations the CRA may get if they do use the 115 property. He did not support reducing the price. He urged if the Board wanted to accept the $10K they not give a year, rather allow a six-month extension to force a discussion as the Board members will no longer be in office. Vice Chair Penserga recalled the Board had decided on $20K for six months. The owner came back with $10K for the same time frame. He thought half the dollar value, half the extension. Board Member Hay agreed the $20K was not a lot to ask for. He did not favor giving an extension. Attorney Miskel could not speak for her client about the 115K property because all the other respondents who jumped in the game wanted Mr. Camalier to align himself to their project and Mr. Camalier held true to the City. He intends to work with the City as it relates to whatever is best for the City and he wants to be a partner. The project has variations of differences that they many flip the north to the south, or get a hotel sooner than was expected. They are trying to come up with a plan to expedite that. It is not dramatically different to what they submitted to the CRA, and they have to go through the process. Chair Grant explained the offer was $20K for six-months, the counter is $10K for one year. Their original offer was $5K for six months, then $20K was discussed, but no definitive time frames. Attorney Miskel explained her client thought they were doubling their offer. Chair Grant commented the Board has to decide on not only the One Ocean site, it is dealing with the property on the Boardwalk Creamery. The City and CRA will still use the land as a parking lot. Chair Grant favored $10K for six months. The Board has a willing participant with the RFP and within the next six months, the Board could decide whether to move forward or not. The RFP for the site at 115 Federal Highway was as important as the one across the street. Board Member Katz asked if Attorney Miskel's client would agree in writing, the CRA and City, at their discretion up until the point in time that they could use the parking lot 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 within reason, until when the property owner needs to use the land for development. Chair Grant read the letter from Attorney Miskel, which already agreed to the provision. He asked if they could have it codified. Attorney Miskel felt he would not have a problem with the provision putting into a formal contract. Attorney Duhy explained she can make an amendment to add the $10K and the parking to the agreement with a 30-day notice by the developer to terminate the provision as the property will be needed for development. The City/CRA will give notice when they want to use the site. Attorney Duhy explained the expiration date of the Purchase and Development Agreement is January. She asked if the extension was from today's date or January's date. Chair Grant favored six months from today which is August 16, 2021. Vice Chair Penserga supported having parking available continuously so other businesses and restaurants could benefit Chair Grant explained the property owner would then have to provide insurance for the City/CRA events and the neighboring businesses and restaurants would not have insurance on the property and they are at risk of being towed. The property owner has not towed many vehicles which the CRA appreciated. Attorney Miskel explained the issue is when it is open ended and no one is managing the lot, there are maintenance and trash issues because no one is cleaning it. When there are events, it would be a problem from maintenance and liability if open ended. They would be amenable to the parking if there was a valet operator to be responsible for it and have insurance to cover the use of the property and vehicles should they be vandalized. Chair Grant thought the restaurants across the street on Ocean Avenue and Ocean Plaza have the ability to have valet and thought the City and CRA can talk with the valet operator and property owner. Attorney Duhy explained they could have an amendment to the Purchase and Sale Agreement that would require them to allow the City and CRA to use the property subject to a parking agreement at no cost. They could then have a separate parking agreement. Attorney Duhy suggested entering into a parking agreement for a time with other terms and liabilities until they are notified they property owner needs the property to commence construction. Chair Grant summarized the motion to include an extension in the Purchase and Development Agreement and not enforcing the deed requirement for a six-month extension from today for $10K, a parking agreement with the CRA with a 30-day notice to use the parking lots for community events, so long as the property remains undeveloped. Chair Grant thought the Downtown Business Coalition may talk with Attorney Miskel to allow for valet to be used because it is not in the CRA's purview. Motion Board Member Hay so moved. Board Member Romelus agreed with Board Member Katz. The Board grants extensions, but a new Commission will be elected and have no prior knowledge and the cycle will continue. She felt like there was no real solution. Chair Grant thought they should accept the agreement and spend money on attorneys to enforce the deed 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 restrictions. Board Member Romelus questioned if the Board needed to go down that path to show how serious they are. The Board has been extending the niceties. She was unsure what other recourse they had. Board Member Hay thought the solution was not to walk away and forget about the Board when they leave office. There will be three new board members. Attorney Duhy explained the answer to the first question is what is the value of the requirement in the deed restriction and the Purchase and Sale Agreement. She did not think there was any applicability of force majeure as represented in the letter, and she had no concerns about the Board requiring compliance with the terms of the agreement. The Board has, under the Agreement, the construction of a plaza described in the deed and the Purchase and Sale Agreement and there was a monetary value associated with the construction of it. The larger question is this is five years from execution of the agreement, and as they move forward with a future agenda, they can contemplate as they move forward for more enforcement of the agreement provisions. The CRA can force the improvements, which would be more than $20K. The value of the clause in the contract to develop the cost of constructing the required improvements, would not likely be less than attorney's fees to fight. If the Board enforced it, she speculated the developer would probably construct the public plaza which is less expensive. Mr. Simon explained the Board at that time did not support the staff's recommendation on a reverter clause and those types of claw backs. The value of the property when it was exchanged was $500K. If the land is sold by the current owner to a developer, it would be for more than $500K and the CRA would not get any difference between the value of the land then till now, but there are things they can include going forward. Board Member Romelus supported the amount to build out the park. If the Board was serious about the contract, the developer should pay the CRA the value of the park and do what they want. She thought there would be no positive movement forward if they did not take a stronger position and the situation and extensions will continue. Chair Grant commented 209 N. Federal Highway is owned by the same property owner and is a third of an acre. He asked if she wanted to see it they are interested in including the 115 N. Federal property included in the RFP. Board Member Romelus asked what prevents giving one extension after another. She thought what was occurring with 209 property dictate what is occurring with this property. Chair Grant explained they do not have to extend it another six months. Vice Chair Penserga asked if there were any assurances if they negotiated on this again, they would be a willing partner on the Boardwalk property. Chair Grant responded there were none. You go.to the table either with a friend or a foe. He asked what the problem was with paying $20K. Attorney Miskel responded it is based on what he thinks is fair and reasonable. The contract says if you do not want to extend, he 18 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 would go forward and build according to the exhibit. If he does not act in accordance with the extension, then in six-month's time, he would still have an obligation to build it. The Board is not releasing him from the obligation. In August, if he is not far enough along with a new approved site plan or commence construction with the current site plan, he will still have to build it for however much it costs. The obligation remains. He felt the for the next six months, the $20K is reasonable particularly with all he's done for the City and CRA and he is interested in being part of the community. Board Member Katz commented he will not vote for $1 OK. Six months, $20K and the parking agreement was fair as there is the potential for millions of dollars in profit. Chair Grant noted with the $1 OK fee, if in six months, there is no project, he still has to spend the $20K. Board Member Romelus stated the Board are not friends with developers, but the Board will not continue to push the ball across the court. They can have friendly negotiations. All their previous actions were friendly. Kim Kelly, Boynton Beach Coordinator and owner of Hurricane Alley, advised today is a lot different than five years ago. People did not develop then, because they did not know where Boynton was going. They may be more willing to start to develop now. She agreed with Chair Grant's comments. It is not about the $1 OK or $20K, it is about starting to work together. She favored working with the developers. Vote There was a vote on the motion. The motion failed 2-3 (Board Member Katz, Board Member Romelus and Mayor Grant dissenting.) Motion Board Member Katz moved to amend the prior offer for $20K for a six-month extension to be paid to the CRA in cash for the CRA to spend on park activity, and a parking agreement with the CRA. Board Member Romelus seconded the motion. The motion passed unanimously. The six-month extension commenced from the current date. Chair Grant explained the Board rejected the counter offer and they have another 30 days to accept or counter prior to the April Board meeting. Chair Grant requested a motion to make the deadline for the motion to be Sunday, April 4th at 11:59 p.m. Vote Board Member Katz so moved. Vice Chair Penserga seconded the motion. The motion passed unanimously. 19 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Elizabeth Roque, Centennial Management, explained they have their plans completed and will submit them to the City by next week. They plan to break ground in May and hoped to have the MLK project completed in early 2022 complete with a ribbon cutting ceremony. Board Member Hay thanked Ms. Roque for the update and announced the residents are happy. Chair Grant toured the facility and thought the washers and dryers was an added benefit. He asked what the CRA could do for future tenants or if they could do more with economic or commercial developments, he noted there is help needed for a food desert, groceries and homeownership where tenants can rent to own, which he wanted to discuss as the project moves forward. A portion of the TIF could be used to assist tenants with down payments. The development will generate revenue and he wanted to ensure revenue will be reinvested into the project. Ms. Roque did not know if there could be homeownership for the MLK project at this time, but they would be open to working with the City and the CRA to have that type of program. They feel invested with the City and they would be willing to partner with the City and CRA to offer something. Chair Grant understood and clarified it would be with another type of fund or non-profit working with the developer. Ms. Rogue was amenable to exploring those options. The project will be called the Heart of Boynton Village and not be Wells Landing. Ms. Roque commented there were questions regarding the space at Ocean Breeze that the Police Department did not occupy and there are no plans for that area of the building right now. They did speak to a day care center down the road who was interested. She advised they would not locate anything there unless cleared by the Board and she requested the Board forward their ideas. Board Member Romelus suggested they turn it into a second coworking space to conduct business or have an area to do work. Chair Grant commented Career Source is going to the Library, but if there is a satellite office there, he supported using that location for economic development. If Centennial has ideas Chair Grant would be willing to help fund economic development for the community. Attorney Duhy explained the current contract still has the space as a requirement, which failure to provide for the NOP constitutes a default. The talks were to move the NOP to the MLK location. Chair Grant asked for a motion to move the NOP to the MLK Jr. Boulevard project and discuss uses for the location for economic development. Motion Board Member Romelus so moved. Board Member Hay seconded the motion. The motion passed unanimously. Ms. Roque advised Centennial purchased the Family Dollar store and Dollar General will move into that space. The store will be up and running in 90 days. Board Member Romelus asked if there was a food component to the store. Ms. Roque was aware they had asked for refrigeration and she agreed to research the matter further. 20 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Attorney Duhy clarified the six-month extension for One Ocean is September 16, 2021. F. Discussion and Consideration of the Community Input Survey Results for the CRA Project Located at 115 N. Federal Highway Mr. Simon explained the Board finalized questions for a survey on items related to the 125 N. Federal Highway and potential redevelopment project. There were 507 responses, which were reviewed by the CRA Advisory Board. The survey ran on Survey Monkey for three weeks and ended on March 3, 2021. They reached over 25K individuals. Of the responses, 465 said they live or own a business in a Boynton Beach City zip code. Q1 Would you like to see a future redevelopment project incorporate a mix of uses. Sixty-one people said none of the above. The rest of the responses were a variety of all the uses with restaurant and retail the most supported and office residential condo or rental the second most popular response. Q2 Would like to see a full-service grocery store or corporate headquarters incorporated into a future redevelopment project?. The responses reflected 53% said yes and 46% said no. Q3 Would you like to see a hotel incorporated into a future project> Forty-eight percent said yes and 51% said no. Q4 Would you like to residential units built for a variety of income levels incorporated into a future redevelopment project? The survey showed 72% said no and 27% said yes. Q5 Would you like to see larger than required public open space(s) incorporated into the design of a future redevelopment project> The survey reflected 80% said yes and 20% said no. Q6 Would you like to see more public parking spaces incorporated into a future redevelopment project? Nearly 80% said yes Q7 Would you support paid parking during special events and high traffic times? The survey said 53% said yes and 46% said no. Q8 Would you like to see accommodations for mass transit incorporated into a future redevelopment project ? The survey reflected 71% said yes and 28% said no. Q 9 Are you a resident or business owner in Boynton Beach? Thirty nine percent were residents, 24% were business owners and 79% were both. 21 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Q10 Zip codes. Only 38 were zip codes outside of Boynton Beach proper and 275 were from within 33435. They received 292 email addresses from participants desiring to be added to the CRA's mailing list. Chair Grant was surprised to see a majority supporting paid parking and the amount of residential units was lower than they anticipated. He thought with all the residential units the CRA approved, the public favored economic development with retail and restaurants trying to support the tourism industry more than other economic drivers. He thought they should discuss what this means for the RFP the CRA would issue for 115 N. Federal Highway property at the next meeting, or if the Board wants to landbank, or decide what they want for site. Board Member Katz thought they would give direction to staff at this meeting to bring back an RFP at the next meeting. He noted people want more open space. He supported the south side of the project on the alleyway behind Hurricane Alley and the Oyer property be enhanced with a large alleyway/plaza as there would be some restaurant and small business retail capability. The gap where the building that would be built and where Hurricane Alley and the Oyer property is would be a public gathering space. He would give serious consideration to Hurricane Alley and the Oyer property as they have existed for a long time and he would work to enhance them, He wanted to ensure the area between is a plaza that could draw people with entertainment and activities with outdoor cafe seating from both sides of the plaza. It should be mixed use. He thought the project would be more successful with some residential and the survey noted 15% wanted rental apartments and 25% wanted condominiums which meant 40% want residential units. He thought the project would be more successful and economically viable with residential and it would bring more foot traffic to the downtown. He noted Marina Village, Casa Costa and 500 Ocean have undeniably increased foot traffic as there are more people living there, which is good for safety and business. He did not have a personal preference. People speak about homeownership, but if they are condos like Casa Costa, the residents will only be there two months out of the year as snowbirds. If there are rentals, people will live there 12 months out of the year which is better for business because tenants will spend money all year. He thought a garage would be needed on the north side if there is multi-story residential and he did not know how that will go. He thought enhancing the retail, restaurant and open space on the south, west side and some frontage on Federal Highway would be beneficial. He thought for every plan a developer submits, the alleyway space needs to be bigger and wider than they want to afford more pedestrian space and activity. He did not think vehicles needed to be on the alleyway. He did not know if traffic flow on the side street did anything. The impact of that on the Oyer building and the breezeway was his biggest concern and their ability to park. He would be open to the Oyer's interest to modifying their other two buildings. He did not want to wait two years to see if 22 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 they can acquire those properties or work with them and then decide. He supported approaching them quickly and was not opposed to doing so. Board Member Romelus agreed with Board Member Katz's comments. She thought, when evaluating certain areas with successful downtowns, they have strong walkability features. She thought having pedestrian traffic with protection from vehicular traffic was needed. She wanted to see an offer to bring in the Oyer and Boardwalk properties, so it could be a well-built project as opposed to a piecemeal, drawn-out development. She supports homeownership, but recognized it may not be appropriate with this project and she supported taking advantage of the TOD. She was fine with making concessions and she wanted to incentivize someone to provide the best of the best product as it is the entrance to the eastern side of the downtown. She wanted it to be a destination. She did not want a hotel and was not opposed to market-rate luxury high end residential rentals. It is prime real estate, they could take advantage of the TOD bonus and make money so they would not need TIF for this area. She would not be pushing for affordable units. Chair Grant noted the developer would have to pay $3M for the land. Vice Chair Penserga had spoken with young people who indicated they would not mind smaller units in exchange for amenities and he would give extra consideration to that and a stand out design. He noted the City does not have a rooftop restaurant, bar or pool. He also favored units that accommodate mixed incomes so that employees could live in the area in which they work. He would give extra considerations to a hidden parking garage. He favored a transportation hub and wanted the developer to be aware of it so it could be configurated into the design. He did not think incentives were off the table. He noted they are not the highlighted location within an opportunity zone. He thought incentives must go into the project if the developer is short, as long as the monies were traceable. He commented they should consider if existing restaurants have to move, they be protected in some way and some consideration would be needed. Board Member Hay noted when there are events nearby, such as the Delray Beach Tennis Event, there are not enough hotels. He thought it may not be the right location, but 1-95 is close by and he thought people would not mind driving from Delray or West Palm if they had nice hotels. Restaurants are hallmarks and a signature for Boynton Beach. He thought compared to their size, the City has more restaurants than others. He supported mass transit, but did not like putting residential areas downtown as there are other areas for residential units. There is never enough public parking. Chair Grant was fine without having residential units and having more restaurant, office and retail. The majority of the people wanted a corporate headquarters or grocery store or a big commercial location besides a hotel. The problem with having bigger than required open spaces is there is less building, which was why it was important to involve adjacent property owners. He thought this was where the Board needed to direct staff to negotiate with adjacent property owners, find out the appraised value, what their offer is and return to the Board to decide. The CRA has not much funding left. The Palm 23 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Beach County Housing Authority has their auction and they have money set aside to help with construction for that. They have to wait until October 1St, for the funds to purchase anything. In 2023, they have the option to buy the post office. Parking is a large component and they have not discussed alternative transportation. He asked should they include a scooter or public, electric or bike rental locations. He pointed out 269 people indicated they would pay for parking during special events and high traffic times, creating a revenue source for parking to either the CRA or the developer. He did not know about mass transit or if they could speak with Brightline as they had already spoken with Boca and with Miami Dade about their commuter rail. Anything dealing with a train station will be much further off, whereas a bus rapid transit system is very viable because they will have access to the Boca and the West Palm Beach stations for mass transit. Board Member Romelus thought it would be wise if Chair Grant or another representative of the City approached Brightline to discuss and make it clear they want a stop in the City. Chair Grant heard Miami Dade had the funding available from a sales tax to have a station or have access to the commuter rail. The City would ask what Brightline wants to see, if they want the property, it would be something the City would have to decide now. Chair Grant is in favor of TIF to make a bigger better project. The Boardwalk Ice Creamery is a third of an acre and at 150 dwelling units per acre, the site could accommodate 50 units compared to a one-story location that does not have much value to the surrounding area. The other buildings do not have much architectural value so putting a new building next to older buildings is something the Board needs to decide how to landbank. They had a temporary Library and now it is parking lot. He thought the CRA has to think long term. Whatever project they choose will be with the CRA for a long time, and they do not have a lot of opportunity to get the adjacent property owners on board. If they don't include street adjacent properties, the CRA will not receive as much tax value because it does not have the frontage. The survey indicated the public's view of what they want and he thought some items had 70% favorability such as mass transit, more parking spaces, and larger open spaces, but he commented the parking would use some of the open space. Mr. Simon asked if there was any consideration for specificity in the RFP or priority given to a corporate headquarters or grocery store, or leave it up to the developers. A large commercial component was a priority for Chair Grant. Board Member Katz wants as much commercial and retail as possible to wrap the building, contingent on incorporation of other properties. He did not support a hotel. He did not like a supermarket. They have a food dessert, and the subject site is at the edge of a food dessert. If the CRA wants to incentivize a supermarket, he thought Seacrest and MLK Jr. Boulevard or Seacrest and Boynton Beach Boulevard is further out and a supermarket there was more appropriate. Board Member Katz emphasized his comment about open space and that architectural styles needs to be bigger than what was wanted. He did not want orange Mediterranean buildings and Floribbean and Caribbean styles are overused. He was amenable to TIF, but not for required items, 24 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 rather to get the things they need such as larger community spaces and parking that would benefit the community. He did support slightly smaller units as they may be able to build a few more units. He did not want micro or full-blown condo size units. He needed a better understanding about mass transit and thought a train stop was a Hail Mary, but he looked forward to learning about what type of transportation could go there. Vice Chair Penserga commented no one would say no to jobs, but he did not want to see employees in the office during the day and no activity at night. He was leaning against corporate offices for that reason only. He supported something flexible and creative. Chair Grant noted 500 Ocean built 10K square feet of office space and one company took it all out. They have no class A office space downtown which is a priority. They can build higher there. After retail on the first floor, there are commercial locations above and then residences on top. Chair Grant opened public comments. No one coming forward, public comments was closed. Chair Grant asked if the Board would mind if he spoke to Palm Tran about their bus rapid transit or any mass transit like Mega Bus or Grayhound regarding a potential location or to obtain contact information to give CRA staff a warm lead. There were no objections. Staff will come back with a draft RFP in April. He requested an update regarding any adjacent property owners interested in being part of the project. 16. New Business A. Discussion and Consideration of Letter of Interest Submitted by the Fish Depot Seafood Market for the CRA owned Property located at 401 E. Boynton Beach Boulevard Mr. Simon noted the above submitted by Mr. Tim Collins. There was insufficient information in the first letter, and staff requested additional information such as the rental rate and what type of assistance terms. The members received a response of March 5t", which was attachment three. The Board could entertain letters of interest to purchase or lease the property and if interested, staff would need to issue a 30-day notice to dispose or lease. Chair Grant noted a motion to issue a notice to dispose was needed. The Board spoke with Mr. Collins in the past and the CRA was going to demolish the commercial properties not attached to the building Mr. Collins was wanting to use. The CRA was awarded a Solid Waste Authority grant to demolish the 409-411 E. Boynton Beach buildings only. Chair Grant favored Mr. Collins proposal. Tim Collins, Fish Depot Seafood Market, Fish Depot Bar and Grill, understood there was a 30-day window. He was present to answer any questions the Board may have. He tried to create the Letter of Intent to give him as much time as possible in the 25 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 building and give as much latitude as possible to the CRA. Mr. Collins is willing to be flexible to work with the CRA to open as soon as possible. Board Member Katz supported Mr. Collins proposal. Mr. Collins explained they will have products other than seafood, including produce, rice, and seasonings. They will have a much neater and cleaner product. The CRA would move to dispose of the property and have discussions with Mr. Collins regarding the letter of intent. After the 30 days and at the April 21 st meeting, they can finalize the contract or discuss further terms to discuss in May. Chair Grant thought the $2,500 use of Economic Development Grants and Rent Reimbursements, they could give direction to staff and hopefully would have an agreement signed in April. Board Member Hay supported Mr. Collin's proposal. Vice Chair Penserga supported Mr. Collin's proposal. He asked what happens after the time is up. Mr. Collins commented they are opening a second unit in Boca and his son will handle the business. They have a strong client base and he wants to stay in Boynton Beach. Motion Board Member Hay moved to approve the properties at 401 and 407 E. Boynton Beach Boulevard. This would not to interfere with the demolition of the properties at 409 and 411 E. Boynton Beach Boulevard. Mr. Simon thought there were several things that would need to occur beyond the 30-day notice. He did not see the lease agreement being signed in April because they did not know if they would receive another response. He was unsure if someone submitted a letter to purchase the property. If no one else did, there are terms that will need to be negotiated and preliminary approval by the City to allow the use to occur and issues such as parking and budget. Staff will do all they could to get the information to the next meeting that could be included in the lease for execution in May. Chair Grant thought the zoning permitted the use. Attorney Duhy commented the motion should be to direct staff to publish a CRA Intent to Dispose and enter into lease negotiations with Mr. Collins for the property at 401 E. Boynton Beach Boulevard. Motion Board Member Hay so moved. It was noted the motion should also include the property at 407 E. Boynton Beach Boulevard. Board Member Hay amended his motion to include 401 and 407 E. Boynton Beach Boulevard. Vice Chair Penserga seconded the motion. Mr. Simon commented part of the discussion and lease term is to allow for the $50K build out assistance. He asked if that would be included in the lease as a set aside of the Economic Development Grant money. Chair Grant noted Mr. Collins has access to the Economic Development Grant funds on a first-come, first-served basis. 26 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 Vote The motion passed unanimously. B. Discussion and Consideration of a Tax Deed Sale for the Property Located at 522 NE 4th Street Mr. Simon explained this property has been on the Tax Deed Sale list before and it is owned by the same owner of the Fish of and other scattered sites. The properties have been on the Tax sales and then removed when renewed. Staff sought direction if the property was wanted by the CRA. The CRA has a maximum of$250K and a deposit down. Chair Grant was fine with the $250K. Board Member Katz asked what the purpose of buying the property would be. Mr. Simon explained he would not aggressively pursue the property because it has no parking and is a small site. The property is before the Board because staff was to bring available properties to the Board for consideration. Board Member Katz asked what the minimum bid was and learned it was $29K intaxes. It is appraised at about $150K. Chair Grant thought the property was a is of a larger Trust. He wanted to ensure no one is to steal the parcel which was previously an artist studio. Motion Board Member Katz moved to spend up to $35K on the property. Board Member Hay seconded the motion. Board Member Katz amended his motion to spend up to $50K. Board Member Hay seconded the motion. Vice Chair Penserga did not understand what the intent of the purchase was. it Grant explained the purpose was the property was valued at $150K. It could be used for parking. Vice Chair Penserga thought going forward there should be a bigger plan. Board Member Katz thought if they of get the property the enough it could be turned around in the future. Vote The motion passed unanimously. Board Member Romelus asked if they have a policy when they acquire properties that provides for a set amount. it Grant commented the policy is the CRA Advisory Board will notify the Board when there is a possible tax deed parcel available. In the past, they of a residential property for under $1 OK which they donated to Habitat for Humanity to construct a home. They do not want a property in the CRA to go for such a to amount below market value. Inaddition, there is no more buildable land in the CRA District. 27 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida March 9, 2021 17. Future Agenda Items A. CRA District Lighting Improvements B. Update on Sara Sims Park Amphitheater Plans C. Discussions on Tax Increment Financing Agreements 18. Adjournment Motion Board Member Romelus moved to adjourn. John McNally, explained how the public could access the recording of the meeting. Chair Grant adjourned the meeting at 10:40 p.m. Catherine Cherry Minutes Specialist. 28 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.C. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $50,000 for Yellowbeard, Inc. located at 1022 N. Federal Highway SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Yellowbeard, Inc. located at 1022 N. Federal Highway, Boynton Beach, FL 33435, the former location of the Fish Depot (see Attachments I - 111). Yellowbeard, I nc. has been the commercial property owner since 2004 and has been operating it as a fish market for the past 28 years. They are currently renovating the space for a new fish and seafood market with a group who will bring over 100 years experience in the fish and seafood industry. Together they are committed to bringing Boynton Beach the freshest and live seafood available from local sources to customers in the community. As the property owner of a fish market, the applicant falls under the terms of a Tier I business, as outlined in the grant application. The applicant is seeking reimbursement for an exterior remodel including the removal of the lighthouse, exterior paint, stucco repair, roof repair and new windows. The total cost of eligible property improvements is approximately $119,396 (see Attachment I V). If approved, the applicant is eligible to receive a maximum grant of $50,000 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $50,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $50,000 to Yellowbeard, Inc. located at 1022 N. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map Attachment III -Warranty Deed D Attachment IV - Project Quote 1 I t BOYNTO rttti�' u� 't ` i BEACH . October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term ,.neve business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing lousiness" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. lnitil� Page 1 of 17 Property Improvement 100 Last Ocean Avenue,4'h Floor, Boynton Beach, FL 33435—Phone: (561) 600 e 9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public III Records Law" under Florida State Statutes, Chapter 119.Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses, CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.corn or view the attached brochure, Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding- • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). Initilall- 5-4!� Page 2 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FL 33435-Phone; (561) 600-9090 www.boyntonbeachcra.com • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated, • The Applicant's Experian consumer credit report most reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations., All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the projects construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the BBCRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using 2 BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. Initials Page 3 of 17 Property Improvement 100 East Ocean Avenue, 4t" Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • In order to receive the full amount of any awarded grant, the property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project, (As further described below, applicants may request reimbursement for up to 50% of their grant award prior to completion of the project.) If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent)and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award, at which point the CRA no longer make payments for any reimbursement requests, regardless of whether the request was submitted prior to the termination of the grant, Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means, a duly licensed business entity with an office location in Palm Beach County. Initials�. Page 4 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: • Structural walls 0 Plumbing Flooring • Grease trap installation HVAC system ADA Improvements • Electrical systems, Hood & fire • Signage including exterior and suppression • Doors/windows interior lighting • Landscaping and Parking lot re-paving, 0 Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding • Demolition of structure * Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and # Security stations —See attached Water heating —See camer2s/system** ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) Notwithstanding the limitation that grants may only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: Massage/Personal Services • Medical Research Centers/Housing Firearm Sales/Shooting Ranges Massage/Personal Services Religion- Affiliated Retail Stores Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing Check Cashing Stores Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the BBCRA Area Page 5 of 17 Property improvement 100 East Ocean Avenue,4" Floor, Boynton Beach, EL 33435-Phone: (561) 600 -9090 www.boyntonbeachcra.com CBD Retail Stores Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20% for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business- • Restaurant Hotels/Motels/Bed and Breakfast • Gourmet Food Market (the Board will grant no more than • Bakery four approvals in this category per fiscal year) Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design — home 0 Boutiques— clothing, shoes & furnishings, art galleries, kitchen accessories wares * Law Offices • Accounting Offices 0 Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Initials � Page 6 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FL 33435—Phone: (561) 600 -9090 www.boyntonbeachcra.com • Marketing Offices 0 Medical Offices • Fitness Facilities -yoga, dance 0 Insurance Offices exercise, martial arts, etc. 6 Take Out Restaurants • Auto Services Facilities -repair, e Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses - approvals per fiscal year) stationary, gifts, sporting goods 0 Florists (no more than two • Other commercial fagade only approvals per fiscal year) improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBCRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar 6 Pawn Shops • Convenience Stores: (Fagade 0 Liquor Store and Security Improvement a Laundry/Dry Cleaner facility only) Lease Terms If the applicant Is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: 0 A description of the space being rented, including square footage and a drawing of the space; 0 Description of utilities that are the tenant's responsibility, 0 Rental rate and deposits along with terms of lease and methodology for future rent increases, 0 Responsible party for interior and exterior repairs and/or improvements', 0 Insurance requirements; 0 Ability to terminate', and Page 7 of 17 Property Improvement 100 East Ocean avenue,4"' Floor, Boynton Beach, FE 33435-Phone.- (561) 600-9090 www.boyntonbp;ichcra.com io Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation: 1, A non-refundable fee of$100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. 3. Cost estimate(s) from a licensed contractors) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project, 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. 1-7 Page 8 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FI.33435-Phone: (5 1) 600-9090 www.boyntonbeachcra.com 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached), 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 33435. Phone (561) 742-6000. Approval of Funding Request All re aired documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month, at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com, Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing, Page 9 of 17 Propert,V Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FL 33435-Phone; (561) 600-9090 www.boyntonbeachcra.com Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work for which reimbursement is sought must be completed and paid for by the applicant prior to the release of BBCRA funds. The applicant may request reimbursement for partial payments throughout the project for up to 50% of grant award. The remaining 50% of grant funding will be held until the project is completed according to the City of Boynton Beach Building Department, and if applicable, a certificate of occupancy has been issued, at which point the applicant may submit a final reimbursement request. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3) days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the reimbursement request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full," Proposals for "work to be completed" or "bids" are not considered proper documentation, a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt), Page 10 of 17 Property Improvement 100 East Ocean Avenue,4t' Floor, Boynton Beach, FL 33435-Phone.- (561) 600-9090 www.boyntonbeachcra.com 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 5. A minimum of 4 color "after" photos of the project. 6. A copy of the Certificate of Occupancy/Completion. By submitting the final reimbursement request, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is theresponsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirewent s and Application. NOTICE TO THIRD PARTIES. The grant application program does not create any rights for any parties, including parties that per-formed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party.The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BRC RA to award grant funding Initial Page 11 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor, Boynton beach, FL 33435—Phone. (561) 600-9090 www,bo,yntonbeachcra.com BOYNTON " y ,rfw, 6,v, EACH . .0 `.. APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fe kip) I" Fed l D#: 38 Business Phone Number: `si- o� Cell: Website: N,114 Existing Business. Yes d' No Number of years in existence: Time at Current Location: New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes_No V, If so, monthly base rent: New Business address (if applicable): Square footage of current location: L.250, __Square fo otage of new location: Type of Business: -�� (J��od Tier 1 Business: ji Tier 2 Business; o Tier 3 Business: C] (Tier Classification subject to BBCRA Board Approval) Number of Employees: 7 Hours of Operation; -U- List of improvements seeking reimbursement for: L -s Requested grant amount: (� " Page 12 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor, Boynton Beach, FL 33435—Phone.- (661) 600 a 0000 www.boyntonbeachcra.com TO " 1111111' ' ft%BEAC APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner am a _ J. �errer4 Date of Birth: iii?o Email: mttr . to al Residential Address: a&i . 141 Cell Rhone Number: s�� . Principal/Owner Name: Date of Birth: Email: Residential Address: Dell Phone Number: . Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4, Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: Page 13 of 17 Property Improvement 100 East Ocean Avenge, 4g" f=loor, Boynton beach, FL 33435— 'hone: (561) bee-9090 www.,boyntonbeachcra.com 1,_ BOYNTO t BEACH APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies; Yes No �! If yes, list any additional grant sources and amounts, LANDLORD INFORMATION: Landlord Name: Yellowbeard, Inc. is the property owner Landlord's Mailing Address Landlord's Phone Number,- CERTIFICATION AND WAIVER OF PRIVACY For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s), I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of Amy knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. 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. Initials Page 14 of 17 Property Improvement 100 Fast ocean Avenue,4'h door, Boynton Beach, FL 33435—Phone: (561) 600 -9090 www.boyntonbeachcra.com BOYNTON' ' ,,' BEACH t, 0 ,y s u a, r APPLICANT INFORMATION understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline gray application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sale and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Baynton 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. specifically authorize the BBCRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. 1 understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initials Page 15 of 17 FropertV Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—P'hune: (561) 600-9090 www.boyntonbeachcra.com BOYNTO � ? tk t°JYr 14� } APPLICANT INFORMATION APPL1C8tj,§PtALTUR : f y Principat/Owne Signature Printed Narrie Title PrincipallOwner's Signature - Cate Printed Beate Title . Princlp llr r'a Siqnature, tate Printed Name. Title 4, Principal/Owner's Soy iriture Cate Printed Name Title Notary as to PrincipiallOwner's Signatures Multiple notary pages may be used it signing individually STATE OF F I on da. COUNTY .a� BEFORE E an officermy authorize law administer oaths said take ckri mens , mon ily ap r r'i.....�� 1 ? 4...,........ ._ _.�, who iril rce n2 r.�.Melly known to arae or Produced - as identification, and acknoWedged h /she executed the foregoing r m nt for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITLESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on thit 4 . day of - 1 Z N 04T RY PUBLIC My Commission Expires: 9- 20Z� YE9tate at Picruki lla G 253611 page 1 of 17 022 Property ErnPr�tvrnent 100 East Ocean Avenue, 4"`' Floor, Boynton Beach, FL 33435-Ph n a (561.) 610-9090 ww, ymt rhn chcr .corn Us l oBOYNTO }?k}u1`�lvkl LANDLORD AIGNATURES'. Landlord's Sigg tare 1 ( Gletj Printed Name (—Title . Landlord's Signature Date Printed Name Tiff Notary as to PrincipallOwner'sSignatures tur w Multiple notary pages may be used If signing individually STATE OF COUNTY OF BEFORE ME, an officer d Iy authond by law to administer oaths and take acknowledgernents, pe Non lly Appeared � fll? X17 ._ , who i / r r o 11 rp t me or produced --- asidentification, and kn l d d he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the in trum nt is his/her art and deed. IN WITNESS F THE FOREGOING, I have set my hand and official goal i the State and County aforesaid on this „r j�h - — day of_ ff(.: � E ry Public State pf Flarude iZTkRY PUBLIC,t �a a tau M mmiss n Expires. Commrsmon GO 25361f ir o&2812022 Page 17 of 17 Property improvement 100 East Ocean Avenue, "" Floor, Boynton Beach, FL 33435-Phone- (561) 600 a 9090 . o-ynt r,beacHcra.com 3/15/2021 PAPA Maps DOROTHYJACKS -= --'CFA,AAS 5 Palm Beach Co ty P p rty Appraiser 1 t yak t ,.c Search b Owner,Address or Parcel y i `[Re S� A � 1 00 i iew Property-cordOwnersELLOWBEARD 111R- "D NC Property Detail t �' S1�S � liliti�j 1L � �' 1Qth AVetjstfllj,�q rt?(kl\ t\kt,}+NtJ 1\t\ st tt'ski, t�`,s_. .,,.a.m)ii 1022 N FEDERAL HWYMui .t ... . y BOYNTON BEACH .Paii No. 08434521 320030200 LAKE ADD TO ., BOYNTON - s Book 14453 Page 321 d F caie.-,ate=. NOV 2002 - :� 707 SW 28TH RD a Mad �j Addii� MIAMI FL 33129 ,e. 1 100-STORES l� otal 2049 II `� ee.. 'e' Sales � 1 Information Sales Date Price r 4 , NOV- 200000 - 2002 II, }Ssss s\Jy', i't}s� t, IrJ )� JUN-1996 72500 APR-1984 250000 1^982 253000 JAN 1971 85000 ..................... Appraisals Tax Year 2020$59 211 .. ... } s t. Value.l $286 582 Ye e / e' Naii $345793 X61 r t : < All values are as of January 1st each v n year Assessed/Taxable Lr,11,1111, ti valuesr. Tax Year 2020 :;:x'. Assesses, $345,793 ' 'Value A.. .... ."axabie. https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521320030200 1/1 Prepared By and Return To: 6y 12/02/2002 12;10:00 20020627796 Arlene D. Burnette OR BK 14453 PS 0321 Fidelity National Title Insurance Company of New York Palm Beach County, Florida 1926 10th Avenue North, Suite 204 RMT 200,000.00 Lake Worth, FL 33461 Doc Stamp 1,400.00 File No. 02-012-306372 Property Appraiser's Parcel I.D.(folio) Number(s) 08-43-45-21-32-003-0200 SS#: WARRANTY DEED THIS WARRANTY DEED dated vQmber 22, 2002, by Scott T. Bills and Mary Jo Bills, Husband and Wife hereinafter called the grantor, to Yellow ac., a Florida Corporation whose post office address is 12950 West Dixie Highway, North Miami, FL 33161, her ailed the grantee: (Wherever used herein the t "grantor" and "grantee" include all the parties to this instrument and the heirs, legal represen v and assigns of individuals, and the successors and assigns of corporations) WITNESSETH: That the grantor, for nsideration of the sum of $10.00 and other valuable consideration, receipt whereof is hereby acknowledg eby grants, bargains, sells, aliens, remises, releases, conveys, and confirms unto the grantee, all the certain and ' uated in PALM BEACH County, Florida, viz: Lots 20, 21 and 22,Block 3, Lake Addition t4�ton, according to the plat thereof, as recorded in Plat Book 11,Page 71 of the Public Records of Palm Beach County, Flor' a, less the West 17 feet of said Lot 22 and less the existing right of way of U.S. Highway No. 1 (State Road No. Subject to easements, restrictions, reservations, antanacces of record, if any. TOGETHER with all the tenements, hereditaments athereto belonging or in any wise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND the grantor hereby covenants with said grantee that thor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and aid land;that the grantor hereby fully warrants the title to said land and will defend the same against the lawful of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to 31, 2001. C:t, 0, Warrertty Deed(individual to Individual} Rev(12/0 1 141ndivimod) Page 1 of 2 BOOK 14453 PAGE 0322 Dorothy H. Wilken, Clerk IN WITNESS WHEREOF, the said grantor has signed and sealed these presents the day and year first above written. Si ned, sealed and delivered in the presence of: ( -tnes Signature) Scott T. Bills rint Name ne Mary Jo Bills (Witness Signatu 0 (Print Name of Witne (Address and Phone Number) STATE of Florida V--�>f-,0 COUNTY of Palm Beach I HEREBY CERTIFY that on this fore me, an Officer duly authorized in the State aforesaid and the County aforesaid to take acknowledgemen p anally appeared Scott T. Bills and Mary Jo Bills to me known to be the person(s) described in or who has �"used Dr Licenses as identification and who executed the foregoing instrument and helshe/they acknowleore me that he/she/they executed the same. WITNESS my hand and official sea] in the and State last aforesaid this 22nd day of November, 2002. " Arlene D.Burnette Notary Signature � :•Pyr a? �' 'vIY CCMEd15510N# f.3fl004803 EX June 27,2405 6OmDEDTHRUTRO'IFAINVNSURANCE.INC Printed Notary Name My commission expires: 0 Warranty Daad(Individual to Individuall Rev(12101)(Indivi.wpd) Page 2 of 2 pocu Sign Envelope lU 8418$ALF-5683-4721-5495-AF07363EEGF4 Joseph Word Enterprises, Inc. 337 1" t. Jupiter, Florida 33458 (561) 741-8919 Fax: (561) 741-2113 CCC#Q97'21 Name: YELLOWBEARD INC, Gate: 02/22/2021 Address: 1022 N. Federal Highway Boynton Beach, Florida Phone: 305-951-2069 email; rnannylish24( rnail.co New CertaiinTeed Shingle Proposal- Flat Roof Pr€posal Remodel Proposal This proposal will include all labor, material, insurance, and waste removal. In addition to the base price, options and unforeseen items are listed below, In preparation for the job, we will cover your driveway with protective sheeting and position dump trucks over this area only-no damaging dumpsters will be used, Cour crews are uniformed, courteous,clean,efficient and highly qualified. We offer the best, manufacturer-backed warranties because our qualifications and experience in the construction industry are second to none. Work site will be maintained in a clean manner. All debris will be picked up daily and wsarksite will be free of nails, debris etc.Joseph Ward Enterprises, Inc. is the cleanest roofer in the area. t{f�il I t ti F' � i ! RG lp I V, .. .. DocuSign Envelope IU 8418BADF-5883-4721-9495-A,F07353E CFA 9 xx kP? U Ni-d$R H d AA .iffy r5 5fl N 'NRE (f M 13?`2'I f c i1W 02N2N I:u ,. I a .,u, .nk.�'7,ressYnlleJr � �°� fx ef'1al, z. S }W�Plt,e€uy4�n ++Kr aUfi_f BMW ri,.,iliK Zr" IESS 5t I:f l 7 P"EVFRdt'.SiVvlRIWjF !u rl n.HNF,4I €* la Op&M'mruul. w'a 0"W 1lYf4rMad .% 000000 +'fkk.Gw>Fs1JiL!IFh" X107 f,wa 7,6 TO RD k #1Y'ra�9'�7Sb � Remodel Scope of Work 0 # € s- 5 »`�F 1. Procure engineering and drawings for the removal of the lighthouse structure and rebuid to match existinf roof line. 2. Facilitate equipment and and set up to OSHA standards for site safety. 3. Block off Federal Highway sidewalk during demolition with city permit. 4. Remove fencing on the north side of the building to allow for dump truck to be stationed for demolition 5. Remove existing lighthouse structure and dispose in the on site dumpster or dump truck that will be stationed on the Forth side of the property. . Per engineered drawings supplied', Build the exterior walls per these drawings..The engineer that has supplied these drawings will perform the city inspections for the new structural walls, 7. Tie in the new construction to the existing roof line per drawings and tie in walls and roof decking. 8. Temporary dry in the new roof decking to complete the construction of the walls and exterior portion. 3. Eliminate all windows on the second story by removing the existing windows and framing in the openings. Install exterior wall surface to prepare for stucco. 1Q. Eliminate service door on the north side of the building,frame in and prepare for stucco. 11. Frame in secondstory door area that was removed and ready for stucco 12. Remove second story vinyl siding on south and east side. 13. Install exterior wall surface to ready for new stucco. 14. Install new stucco (smooth surface) on entire building after new roofing.system (See Below) is installed.. 15. Seal all new stucco to ready for painting after new stucco surface has cured. DocuSign Envelope ID.841BBADF-5883-4721-9495-AF07363EECF4 16. Cut out front service glass door concrete area to allow for a install of a new concrete slab that will pitch away from the service door, 17. Install drain in front of the glass service to to drain excess water from the front of opening. 18. Install new glass in the front service door that was damaged. 19. Replace 4 front windows with neemnon impact windows to match.WEST SIDE PROPERTY 20. Paint two coats Sherwin Williams Pints (Customer Choice Color) I]awa, 21. Clean Up area and haul away debris. 22. Included in price are 2 inspections from the engineer during the rebuild of the front structure, 23. A$1,650 credit will be applied at final billing for credit an prior payment. DS T� :;TE F4�, L�x' NE LE-114-ET N" y N', uL -7, ju KE",j Pr 'Z 7 r4 -,-4 P --4 SME MAP if ELA- it it H F,f F",11 Tr 1' 11 r 7 `�- F 14 ',Hf, ME r, I -T 4-T.�[ HE rr, r U II W1 K SUN N; 4- I 1 0 –E,� 1F 4, P 1- F,i� fl,At I IL L T E F11 F SECOND FLOOR LAYOUT F 1,4 Fa C [IF -F1 F 11 t t- T 111t T R-Iml 11- Wd, E 4 j i E I I F HEA f U E I tQ GROUND FLOOR LAYOUT 1'u-t r i rik —E 1-IL f HE, -V 1, F R I T It J 11 -1E�L E *w am"am w,IE, THE Flom HGUQE PRELIMINARY SET IM WFff4 MMIAL VIEWWAT SI VM5, D I -,2-1 # iG AMA or"WPOM woor, 7 DocuSign Envelope ID:84 1 BBADF-58834721-9495-AF07363EEGF4 !A kI H T�4 rt'—.1 "A I E-W 14 1 rE-': ET K�� 4 T 1�` 4— E-14 A E CF 4 tv.fin spa No nal FISH PRELIMINARY SET Ilk THE latimm ro"HOUSE PA NOWAY st 1/28/2-21 EXISTING ROOF LAYOUT E, Till, ............. .......... GABLE END WALL 114, T�'bb- 1"E'',K-Pr-��E-'A' "'E 4-4LER jTq Wd F-Ttd 11--q 4,,1V"kk,il.V E �,E- i 4 7',F r ED Tat: CONNECTION L J w Mir— T��X CONNECTION CONNECTION ST FISH HOUSE PRELIMRY INASET C �ATN Mm"NO~ i "Mu NAM MAW" S2.0 1/28/2-21 DETAILS DoccuSign Envelope ID:8418BADF-5883-4721-9496-AF07363EECF4 Shingle Re-Roof [Fl. Set-urp protective coverings (tarp under dump truck, plywood around walkways, a/c systems, around dump truck and around doors and windows) 2. Remove existing shingle roof completely to a workable surface and re-nail decking to current code with 8[ galvanized ring shank framing nails. Nail decking every 4'to exceed roofing code. Any rotten or damaged deck wood that is exposed will be replaced. 3. Install Installed self-adhered CertainTeed Winterguard SA Modified Roofing around all roof valleys and penetrations for an upgraded roofing system warranty. 4. Install Polystick IRX Self Adhering Modified underlayment direct to deck and install using 1 5/8" galvanized tin tags secured with 1 1/4" galvanized ring shank coil roofing nails at the laps. This qualifies as a secondary water barrier and can reduce your homeowner's insurance. Check with your insurance agent for discounts 5. 199 Sir CIFICA11TIONS PCOL SITICKC 18-YL V't NO,% I & Replace all drip edge (eve metal)with 3X3 GaIv-Alum, Kynar 500 factory painted to your choice brown. Custom colors are available to match fascia if necessary. 7. All lead pipe boots, mechanical vents,valley and break metal will be replaced and painted to match new shingle color and bases asphalt primed to adhere to new roof system, S. Install CertainTeed starter strips and all components to CertainTeed Specifications. 9. Install new CertainTeed Landmark shingles with ring shank nails. L 5 J 0 (f DocuSign Envelope ID:841BBADF-5883-4721-9495-AF07363EECF4 Ventilation Seglign STANDARD CERTAINTEED RIDGE VENT Shingle SeleCtiOM Shingle Style & Color; CertainTeed Landmark Drip Edge Color: WHITE Drip Edge Size 3X3 Initia Warranty • CertainTeed will provide a 20 year 3-Star Warranty an the sloped shingle roof on final payment Information below. ............. DocuSign Envelope ID:841BBADF-5883-4721-9495-AF07363EECF4 mow Aft 6"al The extra measure of protection when a credentialed company installs an integrity Root ystern'" Aw Upgraded 130 rnph Wind Warranty Available" Extended Transferable Coverager 3-STAR 4-STAR 5-STAR Coverage Coverage Coverage Lifetime Shingles 20 years 50 years* 50 yearlill Non-Prorated Coverage V Materials & Labor V Tear-off Disposal Workmanship NOTE:XT-025,Xr-30 and Partial shingles carry 10 years with a-STAR, 20 years with 4-STAR and 25 years with 5-STAR coverage including the features as Indicated above. SureStart" PLUS extends the duration and coverage of standard SureStart" protection for the installed CertainTeed roofing products, For all other warranty features refer to CertainTeed's Urnited Asphalt Shingle Warranty In place at the time your shingles were installed (obtain a copy ray calling 800-782-8777 or visit www.certalnteed.com), ar, V 130 mph wind warranty available an lifetime products when special application methods are used. & IV E Fully transferable for 10 years with 3-STAR Coverage, 12 years with 4-STAR Coverage,and 15 years with 5-STAR Coverage;refer to CertainTeed's limited warranty for details on transfers. Applies to single-farnily detached houses.Duration for all other types of structures Is limited to 25 years. Applies to single-family detached houses.Duration for all other types of structures is limited to 30 years ***Workmanship is covered for 25 years. Flat Roof Sections:If a CertainTeed Flintlastic roof system Is part of the job, up to 10 squares will be covered for 12, 15 or 20 years depending upon the specific system installed. 0 711 DocuSdqn Envelope ID:8418BADF-5883-4721-9495-AF07363EEGF4 New CertainTeed 3 Ply Self Adhered Flat Roofing System Qualifications & Clarifications: 1, Procure enhanced fastening detail drawings from licensed, professional Florida engineer 2. Set-up protective coverings (tarp under dump truck, plywood around walkways, a/c systems, around dump truck and around doors and windows) 3. Remove @Yirting roof gy--tem down to the sheathing and haul away debris to trash facility 4. Clean plywood surface of all roofing paper, exposed nails, staples and tin tags 5. Nail existing 5/8" sheathing according to Florida Building Code '07 using 8D galvanized ring shank framing nails. 6. Cut out, remove and replace all rotted sheathing and repair rafters as needed, 7. Supply all new galvanized goose necks, lead plumbing stacks and flashings around all penetrations in the roof deck and install in a bed of plastic roof flashing cement, secured to the roof using 1 1/4" galvanized ring shank coil roofing nails and sealed using modified roof flashing cement and perforated roof membrane. 8. Install now flat roof to sloped roof flashings on the top flat roof and both the cricket roofs. 9. Secure all flashings using I 'W' galvanized ring shank coil roofing nails. 10, Seal all penetrations using modified flashing cement and perforated roof membrane 11. Prime all flashings using asphalt primer prior to installing CortainTeed 3 ply self-adhered roofing system 12. Install CertainTeed base ply sheet to deck using ring shank nails and tin tags. 11 Install one mid-ply of CertainTeed self-adheri.ng, asphalt impregnated -adhering ply sheet y Anated self 1'� J "N W F0� 111111, 14. Install one ply of CertainTeed self-adhering modifiedr a nulated cap sheet Z Yt 15. Perform final clean up upon completion. Contractor will sweep up all excess debris and roofing materials, clean all hard-scape surfaces (walkways and driveways)with back-pack blower, use a hand-held magnetic broom to ensure that all nails, staples, tin caps and metal scraps that fell off of the roof surface are picked up and removed from all flower beds, grass areas and landscaping. All trash will be hauled to the trash facility using company insured dump trucks 15. Schedule final inspection. A j d 1, 1 DocuSigr Envelope ID:841BBADF-5883-4721-9495-AF07363EECF4 Joseph Ward Enterprises, Inc. Wood Replacement Policy ALL WOODWORK Billed on a per linear foot basis as follows: (Prices are based using construction grade lumber) (Cedar is an additional 50%more than prices below) Sheathing Board-$3.00—T&G Decking—$4.50(1x6) $S.SO (lxS) Furring Strip-$2.00(1X2) $150(1X3-1X4) Fascia Board-$7M (1X6-1X8) $8.00 (1X10-1X12) Rafter Board/Fascia - $4.50 (2x4)$7.50 (2x6) $8.50(2x8) $9.50 (2x10) $10,50 (2x12) Soffit Board -$5.50 T-1-11-$6.00 48 sheets of plywood equal to 48 linear feet when used in sections, OTHERWISE WHEN INSTALLED AS WHOLE SHEETS, EQUAL TO 32 LINEAR FEET. Any other type of woodwork involving patio screens, aluminum roofs, Dutch gutters, fascia and soffit(more than one story) must be billed on a time and material basis at the rate of$65.00 per staff hour. All Insect infestation wood decay will be billed on a time and material basis if discovered. 6 sheets plywood replacern,ent,all other woodwork to be billed as stated above. DS $2,000.00 Wood Allowance for fascia Initial` Wall In areas where the roof terminates and meets the stucco wall,there is "wall flashing"that may need to be cut out and replaced. This pertains to areas where the roofing system starts or terminates at a vertical wall. If needed we will replace the wall flashing by doing the following- 1, Saw cut stucco six inches above existing wall flashing along determined length. Chip out stucco, existing wall flashing and embedded roofing paper to expose bare wall. Clean entire area to receive new flashing. 2. install new galvalume 4x5 inch L flashing over new base sheet and anchor to roof deck and bare wall. (Copper at an additional cost) 1 Reapply stucco to area, matching existing texture. DS Replacement of wall flashing as described above. (For Copper add $7.00)$28.00 per linear foot lnitiar-- ALL MUNICIPALITY FEES AND WOODWORK ARE NOT INCLUDED IN THE PROPOSAL PRICE AND WILL BE BILLED AT COST WHEN JOE WARD ROOFING RECEIVES THE INVOICE. Unless specified in the contract AkAaAal Rw"& CUSTOMER SIGNATURE— 1-E560FFzFC81E498 9 DocuSign Envelope ID:841BBADF-5883-4721-9495-AF07363EEGF4 Gutters Option 2., Remove all gutters to allow proper inspection to replace all deteriorated fascia as needed an in ll new hidden hanger gutter system as described below. �Fv In Initial 6" Seamless Hidden Hanger Gutters Installation • Prepare site for 6" gutter install • Set up seamless gutter machine and manufacture all gutter lengths on site per plans Install gutter system with hidden hanger system (No gutter ferrules-spikes will be used for a long lasting system) .. ......... U a Install gutter diverters;where needed to prevent overflow. 0 Caulk all internal seams with aircraft quality UV resistant sealant. • Install downspouts and hook into new installed ground drainage system. • Clean up areas and remove all trash and debris, Initla 10 0 k DocuSign Envelope ID:8416BADF-58834721-9495-AF07363EECF4 L PricinidContract Amount The labor, material, and equipment for required for this job will be furnished by Joseph Ward Enterpri dlic, for a total of: Akf� Remodel Scope of Work $ 90,076.00 initial __Dr CertainTeed Landmark Shingles $ 8,150.oa initial klZ DS CertainTeed 3-Ply Flat Roofing System $ 10,750.00 initia NOC-Notice of Commence included initia Permit Fees $ 3,500.00 Estimated initia Engineering Fees 4,500.00 Estimated initial 2 Inspections from engineer included initial Sure-Start Plus Warranty 3 -Star Included Initial New 6" Seamless Gutters with downspouts $2,420.00 initial - Total Contract $ 119,396,00 initial - Draw-Payment Schedule '_____DS 20%DEPOSIT 20% due when Boynton Beach Grant is runded after permit submittal BALANCE UPON COMPLETION Ygrene Financing and City of Boynton Beach Grant Ao� ADDITIONAL WOOD-WORK-TQ BE BILLED SEPARATELY initialL�� This contract is contingent of the approval of the Boynton Reach CRA for a 150,000m -08 grant after the permit has been submitted. Yellowbeard agrees to pay for any permit costs that are associated with any permit submission if the CRA grant is not approved Acce tance of this proposal and contract conditions All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from the above scope of work involving extra costs will become an extra charge in addition to the quoted price. Our workers are fully covered_by_Workman's Comg2�nsaticin Insurance. if there are any persons, other than our employee(s), on the roof during the project or after the job is completed, any warranty issued for the project will immediately become null and void without exception, The Contract Documents consist of this proposal,- the terms and conditions, all documents referenced therein and the Limited Workmanship Warranty Form are incorporated herein by reference. This proposal will be subject to withdrawal if not accepted within 101 days. I HAVE READ AND UNDERSTAND THIS PROPOSAL,THE TERMS AND CONDITIONS AND ALL DOCUMENTS REFERENCED THEREIN AND AGREE TO BE BOUND BY THEIR TERMS, ACCEPTANCE OF PROPOSAL;The above prices, specifications and conditions are satisfactory and hereby accepted. Contractor is authorized to do the work as specified. By signing below, Customer acknowledges that the Customer is the owner and or authorized agent of the property wi�qrgthgXork is to be performed. ocu Igne y: For Property Owner: Signed;................. Manuel HerreC,123/2021 Print& Date: —u0cusfonea my,. For Joseph Ward Enterprises, Inc. Signed: ii 212212021 Dan Wilson H_ DocuSign Envelope ID:841BBADF-5883-4721-9496-AF07363EECF4 Dan Wilson 212212021 Print&Date: Three Day Right of Rescission You, the owner, may cancel this transaction at anytime prior to midnight of the third business day after the date of this transaction. You may CANCEL this transaction, without any Penalty or obligation, within THREE BUSINESS DAYS from the above date. If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled. If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk. If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fall to do so, then you remain liable for performance of all obligations under the contract. To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send a telegram, to Joseph Ward Enterprises, Inc. 3371" St. Jupiter, FL 33458 NOT LATER THAN MIDNIGHT of —G-519—d by' Atpm� Rtnuo, 2/23,/2021 Customer Signature,-- 95MRI PAN, Date DocuSigned by: ", ji- 212212021 Joseph Ward Enterprises, Inc. Signature 0UWV, Date DocuSign Envelope ID:841BBADF-5883-4721-9495-AF07363EECF4 13 111 !J, J o , e 1) 11 %'V ,. rd e I ri c 8", 01 DowS gn Envelope IG: 1BBADF-5883-4721-9495-AF0735 EEGF4 STATUTORY WARNINGS LIEN LAW ACCORDING TO FLORIDA'S CONSTRUCTION lien law (SECTIONS 713.001-713.37, FLORIDA STATUTES),THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THI5 CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB- SUBCONTRACTORS, OR MATERIAL SUPPLIERS,THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR,YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY.TO PROTECT YOURSELF,YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE,YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A"NOTICE TO OWNER." FLORIDA'S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY. CHAPTER SSS NOTICE OF CLAIM ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. RADON GAS WARNING 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 COVER 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. FLORIDA HOMEOWNERS® CONSTRUCTION RECOVERY FUND PAYMENT MAY BE AVAILABLE FROM THE FLORIDA HOMEOWNERS' CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR. FOR INFORMATION ABOUT THE RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY LICENSING, BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS. (850) 487-1.355, N. MONROE ST., TALLAHASSEE, FL 32399-2202, WEBSITE WW,MYFL0I lDAUCE E. vl. t 0*0US10n by: , wkut2/23,/221 Customer Signature Date Docusign&d Uy: Joseph Ward Enterprises, Inc. SignatureUNA4�'SW, Date 212212 121 P P � 8 �„ � DocuSign Envelope ID:841BBAD F-5883-4721-9495-AF07363EECF4 I General.This proposal is subiect to change without notice and is automaticaliv withdrawn on the 101" day following its date of issue if not accepted in writing and a coov of this proposal returned to Joseph Ward Enterprises, Inc. ("Contractor"). Unless supplied otherwise here, if Customer cancels the Agreement prior to the start of work, Customer is liable for 15% of the total Agreement price as liquidated damages, because Contractor is unable to accurately measure its damages for the cancellation. of the Agreement. Customer and Contractor agree that this amount is not a penalty. Contractor reserves the right to withdraw this Droposal at any time prior to its acceptance or cancel this Agreement prior to work start to be performed in the event the cost to complete the work varies from the initial standard pricing due to a typographical or mathematical error. As used in this Aqreement, (a)the word "car`is not exclusive, (b)the word "including"is always without limitation, (c)"days" means calendar days and (c) singular words include plural and vice versa, 2. Nature of Work. Contractor by and through its subsidiaries and affiliates, shall furnish the labor and material necessary to perform the work described herein or in the referenced contract documents. Contractor does not provide anglineerinq, consulting or architectural services. It is the Customer's responsibility to retain a licensed architect or ennineer to determine proper design and code compliance. Contractor assumes no responsibility for structural inte(iritv, including soundness of or the effect upon any structure of buildini: q materials that Contractor may install, compliance with buildinct codes, or design. If plans, specifications or other design documents have been furnished to Contractor, Customer warrants that they are sufficient and conform to all applicable laws and buildinq codes. Contractor is not responsible for any loss, damage or expense due to defects in plans or specifications or buildina code violations unless such damage results from a deviation by Contractor from the contract documents. Customer warrants all structures to be in sound condition capable of withstanding normal activities of roofinq construction equipment and operations. Contractor is not responsible for location of roof drains, adequacy of drainage or ponding on the roof. 3. Asbestos and Toxic Materials. This proposal and contract are based upon the work to be performed by Contractor not involving asbestos-containinq or toxic materials and that such materials will not be met or disturbed during perforrninq the roofinq work. Contractor is not responsible,for expenses, claims or damages arising out of the presence, disturbance or removal of asbestos-containing or toxic material. In the event that such materials are encountered, Contractor shall be entitled to reasonable compensation for all additional expenses incurred as a result of the presence of asbestos-contajninq or toxic;materials at the work site. 4. Payment. Unless stated otherwise on the face of this proposal, Customer shall pay the contract price plus any additional charges for changed or extra work no later than ten 0 0)days after substantial completion of the Work. If completion of the Work extends beyond one month, Customer shall make monthly progress payments to Contractor by or before the tenth 0 Oth) day of each rnonth for the value of Work completed during the preceding month. Final payment shall be made to Contractor within ten (1 q) days after substantial completion of the Work. A delay by the manufacturer in the processing and formal issuance of manufacturer's warranty document shall not be caused to delay the Customers payment to contractor, 5. Non-payment. All sums not paid in full when due shall earn interest at the rate of 1-112% per month until paid (ANNUAL PERCENTAGE RATE OF 18%), unless otherwise required by law. Payments received shall be applied first to interest on all outstanding invoices and then to the principal amount of the oldest outstanding invoices. If Customer does not make Payment, Contractor shall be entitled to recover from Customer all costs of collection incurred by Contractor, including attorney's fees, costs, and expenses. Collection matters may be processed through litigation or arbitration at the sole discretion of Contractor. The failure of Customer to make proper payment to Contractor when due shall entitle Contractor, at its discretion, to suspend all work, shipments and/or warranties until full payment is made or terminate this contract. 6. Insurance.Contractor shall carry worker's compensation, automobile liability, commercial general liability and such other insurance as required by law. Contractor will furnish a Certificate of Insurance, evidencing the types and amounts of its coveracies, upon request. Customer shall purchase and maintain builder's risk and property insurance upon the full value of the entire Project, including the labor, matehal and equipment furnished by Contractor, covering fire, extended coverage, malicious mischief, vandalism and theft on the premises to protect against loss or damage to material and equipment and partially completed work until the job is completed and accepted and Contractor's eauipment is removed from the premises. T Additional Insured. If Customer requires and Contractor agrees to name Customer or others as an additional insured on Contractor's liability insurance policy, Customer and Contractor agree that the naming of Customer or other parties as an additional insured is intended to apply to claims made against the additional insured to the extent the claim is due to the negligence of Contractor and is not intended to make Contractor's insurer liable for claims that are due to the fault of the additional insured. 8, Chancres in the Work and Extra Work.Customer shall be entitled to order chancles in the Work and the total contact price adjusted accordingly. Contractor shall not be required to perform any changed or additional work without a written request. Any penetrations through the roofing to be installed by Contractor not shown on the plans provided to Contractor prior to submittal of this proposal shall be considered an order for extra work, and Contractor shall be compensated at its customary time and material rates for performing such additional work, 9. Availability of Site. Contractor shall be provided with direct access to the work site for the passage of trucks and materials and direct access to the roof. Contractor shall not be required to begin work until underlying areas are ready and acceptable to receive Contractors work and sufficient areas of roof deck are available and free from dirt, water, snow or debris to allow continuous full operation until iob completion.The expense of any extra trios by Contractor to and from the job as a result of the job not being ready for roof application after Contractor has been notified to proceed will be charged as an extra, 15 DocuSign Envelope ID!841BBADF-5883-4721-9495-AF07363EECF4 10. Disclaimer.,Contractor disclaims all liability for all claims, disputes, rights, losses, damages, causes of action or Disclaimer., controversies ("Claims")pertaining to Maid. including Claims arising out or relating to the detection, removal, disposal, or c tro rremediation emediation af Mold,whether those Claims arise in law, eouitv, contract,warranty, tort, or federal or state statutory claims, d whether whether those Claims are based an the acts or omissions of Contractor or individuals or entities under Contractor's control. The Customer is solely liable and responsible for all damages, whether actual or consequential, caused by Mold and incurred by Customer. Contractor or third parties, I]. Site Conditions,Contractor shall not be responsible for additional costs required due to the existence of utilities, wet insulation, deteriorated deck or other subsurface or latent conditions that are not disclosed in writing to Contractor.The raisinq, disconnection, re-connection or relocation of any mechanical equipment on the roof that may be necessary for Contractor to perform the roofing work shall be performed by others or treated as an extra. Should concealed or unknown conditions in an existing structure be at variance with conditions indicated in the description of the work to be performed from those ordinarily encountered and generally rproqni7Pd as inherent in work of the character provided for in this Agreement, the Agreement price shall be eouitablv adiusted upon notice thereof from the Contractor to the Customer. 12. Working Hours.This,proposal is based upon the performance of all work during Contractors regular working hours. Extra charges will be made for overtime and all work performed other than during Contractor's regular working hours, if required by Customer. 13. Electrical Conduit. Contractors price is based upon there not being electrical conduit or other materials embedded within the roof assembly unless expressly identified on the fare, of this Proposal. Customer will indemnify Contractor from,any Personal injury, damage, claim, or expense due to the Presence of electrical conduit, shall render the conduit harmless so as to avoid iniury to Contractor's Personnel, and shall compensate Contractor for additional time and expense resulting from the presence of such materials, 14Protection of Work.Customer acknowledges that re-roofing of an existing building, may cause disturbance or dust to fall into the interior. Customer agrees to remove or protect Property directly below the roof in order to minimize potential interior damage. Contractor shall not be responsible for disturbance, damage, clean-up or loss to interior property that Customer did not remove or protect prior to commencement of roofino oDerations. 15. Materials.All materials and work shall be furnished in accordance with normal industry tolerances for color, variation, thickness, size,weight. amount,finish, texture and performance standards. Specified quantities are intended to represent an average over the entire roof area. Contractor is not responsible for the actual verification of technical specifications of product manufacturers, i.e., R value, ASTM or UL compliance, but rather the materials used are represented as such by the manufacturer. Metal roofing and especially lengthy flat span sheet metal panels will often exhibit waviness, commonly referred to as "oil-canning."Oil-canning Pertains to aesthetics and not the performance of the panels and is not controlled by the Contractor. Contractor is not responsible for oil-canning or aesthetics. Oil-canning shall not be grounds to withhold Davment or reiect panels of the type specified. 16, Warrant-v.Contractor will warrant Contractor's work in accordance with its standard warranty, which is incorporated by reference. A copy of Contractor's Standard Warranty is attached or, if not, will be furnished upon request. CONTRACTOR SHALL NOT BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.The acceptance of this proposal by the Customer signifies his agreement that this warranty shall be and is the exclusive remedy against Contractor pertaining to the roof installation. A manufacturer's warranty shall be furnished to Customer if a manufacturer's warranty is called for on the face of this proposal. It is BXDressiv agreed that in the event of any defects in the materials furnished pursuant to this contract. Customer shall have recourse only aaainst the manufacturer of such material. Unless otherwise provided:THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.All warranties/guarantees provided by Contractor, if any, shall be deemed null and void if Customer fails to strictly adhere to the payment terms contained in the Agreement.All warranties and guarantees if any, provided under the Agreement are solely for the original Customer and are non-transferable, unless otherwise agreed to by Customer and Contractor in writinq, Any express warranty provided, if any, by Contractor is the sole and exclusive remedy for alleaed construction defects, in lieu of all other remedies, implied or statutory. 17. Right to Stop Work,The failure of Customer to make proper payment to Contractor when due shall, in addition to all other rights, constitute a material broach of contract and shall entitle Contractor, at its discretion,to suspond all work and shipments, including fumishinq warranty, until full payment is made or terminate this contract.The contract sum to be paid Contractor shall be increased by the amount of Contractor's reasonable costs of shut-down. delay and start-up. 18. Sealed Attic Liability Exclusion: Contractor disclaims liability for any issue,claim, or damage including, without limitation, attorney's fees, costs, and expenses arising out of or relating to combining a sealed attic system with spray foam insulation and/or a self-adhered underlaViTient, and Customer agrees to indemnify, defend and hold harmless Contractor for any and all damages arisina out of said condifion(s), 19Delamination. Contractor disclaims liability for use of water-based adhesives and/or asphalt, paper or non-glass faced polyiso materials specified by,through or at Customer's direction. 20. Claims. It is Customer's duty to notify Contractor in writing_yftthinjhree_jjLjgys of the occurrence of any r deficiency arising out of work, services or materials provided by Contractor under this Agreement ("Occurrence"). Failure of the Customer to provide written notice of the Occurrence shall result in the Customer waiving all claims that may be— brought against Contractor arising out of or relating to the Occurrence. including claims arising in law, equity, contract, warranty(express or impliedl, tort or federal or state statutory claims.ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT OT THE NOTICE AND CURE PROVISIONS OF CHAPTER r58 FLORIDA STATUTES, i6 wj i ................ DocuSign Envelope ID:841913ADF-5883-4721-9495-AF07363EFCF4 [2 1. Back Char�qes. No back charges or claims for payment of services rendered or materials and equipment furnished by Customer to Contractor shall be valid unless previously authorized in writinq by Contractor and unless written notice is given to Contractor within three (3)days of the event, act or omission which is the basis of the back charge. 212, Damages and Delays. Contractor will not be responsible for damaqe done to Contractor's work by others.Any repairing of the same by Contractor will be charged at regular scheduled rates over and above the amount of this proposal. Contractor shall not be liable for damages based upon delay or liquidated damages or penalties resulting from any delay in completion of the Project, Contractor shall not be responsible for loss, damage or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, weather, accidents, fire, vandalism,federal, state or local law, regulation or order; strikes, jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment or labor; changes in the work and delays caused by others. In the event of these occurrences, Contractors time for performance under this proposal shall be extended for a time sufficient to permit completion of the Work, In no event, whether based on contract, warranty(express, or implied), tort, federal or state statute or otherwise arising from or relating to the work and services performed: under the Agreement, shall Contractor be liable for special, consequential, incidental or indirect damages, including loss of use or loss of profits. Contractor and Customer agree to allocate certain of the risks so that, to the fullest extent permitted by law, Contractor's total aggregate _ . liability to Customer is limited to the dollar amount of the Agreement for any and all iniurles, damages, claims, expenses or claim expenses including attorneys'fees, costs and expenses arising out of or relating to this Agreement regardless of whether it is based in warranty, tort, contract, strict liability, negligence, errors, omissions, or from any other cause or causes. 23, Customer Protection of Prooerty. Due to the nature of the construction to be done at Customer's request,the Customer takes sole responsibility for any damage done to curbs, walkways, driveways, structures, septic tanks, HVAC, utility lines, pipes, landscapinq, appurtenances at the job location. Contractor is not responsi,ble/liable for any hairline cracks, or any cracks, in the ceiling due to the removal and reinstalling of the roof or any damaqe caused by dust or debris caused by Contractor's work. Contractor is not liable for damaqe to person or property caused by nails, and Customer agrees that it will take the appropriate precautions to avoid said damage. Contractor does not warrant against tile slippage with a mortar or foam type the roof system on any roofs over 4/12 pitch not mechanically fastened. Durinq the course of the rooting work, Customer agrees to hold Contractor not liable for water intrusion that occurs from the date of commencement of roof repairs, remodeling, or other roofing services through the date of completion of such work. 24. Restrictions and Requirements. In the event that state, county, or municipal codes or regulations require work not expressly set forth in this Agreement or differ materially from that generally recognized as inherent in work of the character provided for in this Aqreement, all extra cost for Contractor's labor and materials shall be the sole obligation of the Customer. If the substrate roof condition results in pending pursuant to the Florida Building Code and modifications are required to correct the roof so pondinq will not occur, Contractor will notify Customer immediately. It shall be the sole obligation of the Custorner to determine the existence or restrictions contained in deeds, subdivision or neighborhood requiations which might relate to or restrict the improvements under this Acireement. Contractor shall have no liability or responsibility for any such non-conformity with such restrictions/requirements. Contractor shall be entitled to payment from Customer of all sums due hereunder not withstanding any injunction/prohibition against the work as a result of any violation of such restrictionlrequirement. 25. Price Volatility. Asphalt, polyiso and other roofing products are sometimes subject to unusual price volatility due to conditions that are beyond the control or anticipation of Contractor. If there is a substantial increase in these or other roofing products between the date of this proposal and the time when the work is to be performed, the amount of this proposal/contract may be increased to reflect the additional cost to Contractor, upon submittal of written documentation and advance notice to Customer. 26. Arbitration. If a dispute shall arise between Contractor and Customer with respect to any matters or questions arising out of or relating to this Agreement or the breach thereof, such dispute, other than collection matters, shall be decided by arbitration administered by and in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association.This Agreement to arbitrate shall be specifically enforceable under the vrevailinci arbitration law. The award rendered by the arbitrators shall be final, and iuclument may be entered upon it in anv Court having jurisdiction thereof. In the event there is litigation,, the parties KNOWINGLY.VOLUNTARILY.IRREVOCABLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF OR PERTAINING TO THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR PARTY RELATED TO THIS AGREEMENT, THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. 27. No Third-Party Beneficiaries. This Agreement is solely for the benefit of Customer and Contractor, and is not intended for the benefit of any other parties. 28, Odors.All roofing systems may generate odors either during or shortly after installation, People with high olfactory sensitivities may find these odors offensive. Contractor recommends to Customer that it provide building occupants with notice of this fact. The parties agree that Contractor shall not be liable for any claims relating to odors and Customer shall indemnify, defend and hold Contractor harmless against said claims, 17 c A M. «„r LMIMIM. 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.D. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $21,000 for Boynton Beach Seafood Company LLC located at 1022 N. Federal Highway SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months. CRA staff has received a complete grant application from Boynton Beach Seafood Company LLC located at 1022 N. Federal Highway, Boynton Beach, FL 33435, former location of the Fish Depot (see Attachments I - II). Boynton Beach Seafood Company, along with the property owner, Yellowbeard, Inc., are currently renovating the space for a new fish and seafood market with a group who will bring over 100 years experience in the fish and seafood industry. Together they are committed to bringing Boynton Beach the freshest and live seafood available from local sources to customers in the community. As a fish market, Boynton Beach Seafood Company will be employing approximately 16 employees ranging from full-time and part-time positions for cashiers, fish cleaners, delivery drivers, administrative staff, and managers. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $5,000 per month (see Attachment 111). Boynton Beach Seafood Company qualifies as a Tier I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 month period, whichever is less. If approved, Boynton Beach Seafood Companywould be reimbursed in the amount of $1,750/month for a period of 12 months or a total grant amount of $21,000 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $21,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $21,000 to Boynton Beach Seafood Company LLC located at 1022 N. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Application D Attachment II - Location Map D Attachment III - Lease r 7 a, , 7 ut BOYNTO A2SWBEACH [ CRj1 k ftf, October 1, 2020 - September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than one year or relocating to Boynton Beach. The term "existing business"means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119.Any documents provided by the Applicant(s) may be produced by the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Initials Page 1 of 15 Rent Reimbursement ,_ l 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a monthly rent reimbursement for the first 12 months of business with the option to request an additional 6 months of reimbursement, which may be granted at the discretion of the Board. New businesses are eligible to apply for assistance for up to one year from the issuance of the City of Boynton Beach Business Tax Receipt. Rent Reimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a monthly basis, the BBCRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, (the tenant and the landlord). As grantor, the BBCRA does not bear or accept any responsibility for payment of rent at any time, or for penalties incurred for the late arrival of payments by any party. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com. initia Page 2 of 15 ID S . Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 AW www.boyntonbeachcra.com Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be a new business, or an existing business that is expanding in size. • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size or open a second location within the BBCRA Area. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. Initial Page 3of15 D , S . Rent Reimbursement 10100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program: • Firearm Sales/Shooting Range • Convenience Store • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Take-out Foods • Check Cashing Stores • Tattoo Shops / Body Piercing / • Kava Tea Bars Body Art Shops • Adult Entertainment . Liquor Stores • Adult Arcades . Vapor Cigarette, E Cigarette Stores • Alcohol and/or Drug Rehabilitation . Pawn Shops Centers/Housing • Any other use that the BBCRA staff • Massage/Personal Services or BBCRA Board determine will not • Auto Services Facilities — repair, support the redevelopment of the storage, sales, etc BBCRA Area • CBD Retail Stores, etc. • Medical Research Centers/Housing Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant is $21,000, distributed in four monthly payments). Initia Page 4 of 15 s Rent Reimbursement J 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four monthly payments. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design —home . Clothing Boutique —clothing, furnishings, art galleries, kitchen shoes & accessories wares . Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Centers . Insurance Offices • Specialty Businesses—stationary, • Florists (no more than 2 approvals gifts, sporting goods per fiscal year) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; Initia Page 5of15 1Y S Rent Reimbursement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property' means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the BBCRA for all grant money received up to that point and will not be eligible to receive any further grant funding. For purposes of this grant, the BBCRA considers the following to be subletting: A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing; C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property; or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The BBCRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 or downloaded from www.boyntonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before nit7iaP4/_ Page 6 of 15 ,S Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first served basis. Application packets must include the following documentation: 1. A non-refundable fee of$100,which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business. 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If applicant is an existing business expanding to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). 12.W9 Form and Vendor Application (attached). Approval of Funding Request All required application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to Initials Page7of15 n_s Rent Reimbursement �l J 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 W www.boyntonbeachcra.com evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. In order to request the 6-month extension, the applicant must submit a presentation at the completion of the 12 months of rent reimbursement, outlining how their first year went and requesting the additional 6 months of rent reimbursement. The presentation must be submitted no later than noon two weeks,,,prior to the second Tuesday of the month The BBCRA Board meets on the second Tuesday of each month. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Monthly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to BBCRA Board approval. A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the approved applicant, with the option to request an additional 6 months. Reimbursement will occur on a monthly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next month. Initial1 Page 8 of 15 D . S Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL io 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com In order to receive monthly rent reimbursement the grant applicant must submit the following: I. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that month's reimbursement or proof of direct deposit). If applicant does not submit its monthiv reimbursement-request within 30 days following the end of the next month in-which aoPlicant is reguesting reimbursement a licant forfeits that month's reimbursement Discontinuation of Payment The receipt of past payments does not guarantee future payments. The BBCRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the BBCRA to award grant funding. Initials Page 9 of 15 Rent Reimbursement / 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: 1561)600-9090 (,✓ www.boyntonbeachcra.com �o v RA BOYNTON k BE AC H t APPLICANT INFORMATION BUSINESS INFORMATION: sines Name (d/b/a applicable): C Current Business ddr ss: o� nessY Fed ID#:_ g - Business Phone Number: (5( o5M-_y a Fax: Website: t Existing Business: Yes No ✓ Number of years in existence: Time at Current Location: New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes No If so, monthly base rent: 5' o — New Business Address- 10011-:9- ddre s: kLikq � N. Square footage of current location: AD Square footage of new location: a0 Type of Business: I( k �'&ke ��(-- ours of Number of Employees: H -_ _ Operation: $ Qll 10.00'2', Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue,4tn Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com B TO OYN N ��BEACH APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner a e: V141 Iv1Uly S r'QI �Psljm�_ Date of Birth: U Email: d hG Residential Address: + Q2EL -1a6,73 Cell Phone Number: �3 2. Principal/Ownera e: Date of Birth: S t 1110 Email: Residential Address: oa `s' L Cell'Phone Number: 5 5 __�0 3. Principal/Owner Na e: 4" ,Date of Birth: Email: kZw A gQ1.60m Residential Address: Jbl N Cell Phone Number: 10 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO ' l BEAC COAWU WY REDEVELOPMEW AGENCY APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: Are you receiving grant assistance under any other governmental agencies: Yes_No V If yes, list any additional grant sources and amounts: LANDLORD INFOR TION:. �W,6fLandlord Name: 1 Landlord's Mailing Address: W 9 kxj QN FL 33 01 Landlord's Phone Number: 5 !Wj—a01¢ CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com :4 BOYNTO �P, BEACK: IN APPLICANT INFORMATION APPLICANT SIGNATURES: 46,-� (JVK-� 1. =jnzsrgnature D e Printed Name Title 2. Principal/Owner's Signature bate Printed Name Title 3. PrincipallOwner's Signature Date Printed Name Title 4. Princi pa VOwner's Signature _ Date Printed Name Title Notary as to Princi UOwner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF Pf_ '0 BEFORE ME, an officer d''ly a tho iz d by law to administer oaths and take acknowledgements, personally appeared who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this 2 q�h _ day of rn a , rf 20 � � / �at��fi L. yNotary Public State of Florida NOTARY PUBLIC Cynthia Castiio My Commission Expires; Vj My commission GG 25361, Expires 08128/2022 g 17 Property Improvement 100 East Ocean Avenue,4t"Floor,Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO ' " j? A i'l r 'fit , u, , AWU N TY REDE APPLICANT INFORMATION APPLICANT SIGNATURES: 1. l a a eivall wn i attire �s nl Printed Name Title 2. Principat/Ownees Signature Date Printed Name Title 3. Principai/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to PrincipallOwnees Signatures - Multiple notary pages may be used if signing individually STATE OF j COUNTY OF )7)�tdf � 1: BEFORE ME, an offs duly uorized by T11d1mister oaths and take acknowledgements, personal) a peared i. I i � 5y p , '" who is/are ersonatly known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seat in the State and County aforesaid on this A�f`l day of 20 1 t � (. O Notary Public state of Florida NOT RY PUBLIG Cynthia Castill® y� My commission GG 25361 f My Commission Expires: �1a w Expires 08!28!2022 Page 16 of 17 Property Improvement 100 East Ocean Avenue,4t"Floor,Boynton Beach,FL 33435--Phone; (561)600-9090 www.boyntonbeachcra.com BOYNTO ' CRA BEACH APPLICANT INFORMATION APPLICANT SIGNATURES: 1. 9 �� Princ' at/0 finer' IV ure Date ,11 N46datlie- Printed Name 2. Principal/Owner's Signature Date Printed Name Title 3. PrincipallOwner's Signature Date Printed Name Title 4. PrincipallOwner's Signature Date Printed Name Title Notary as to Prince UOner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF t BEFORE ME, an officer duly a thori ed by law to administer oaths and take acknowledgements, personally appeared I who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this Zd i day of I' 20 N. ; r Cynthia Notary Public Siete of Floridj6of Nt3T RY PUBLIC My Com ssiono Commission Expires: My commission GG 259811 y P Expires 08/28/2022 Rage 17 Property Improvement 100 East Ocean Avenue,41"Floor,Boynton Beach, Fl.33435—Phone:(561)600-9090 www.boyntonbeachcra.com v BOYNTO If" - 4. ! 'c. r ;R LANDLORD INFORMATION LANDLORD SIGNATURES: i 1. L lordS�L lt664' 3 Dia a s I tare Printed Name I Title 2. Landlord's Signature Date Printed Name Title Notary as to PrincipaWwnWs Signatures-Multiple notary pages may be used if signing individually STATE OF F10tidl COUNTY OF M 1 BEFORE ME, an officer my authorize by law to administer oaths and take acknowledgements, personally appeared .. t"f , who is/are laersdnally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this f day of M a rc 11 , 2t) 21 . C` , NOTARY PUBLIC My Commission Expires: $� Notary Public State of Florida Cynthia Cashilo My Commission GG 253611 Expires 08/2812022 Page 17 of 17 Property improvement 100 East Ocean Avenue,4"4 floor,Boynton Beach, FL 33435--Phone: (561)600-9090 www.boyntonbeachcra.co 3/15/2021 PAPA Maps DOROTHYJACKS -= --'CFA,AAS 5 Palm Beach Co ty P p rty Appraiser 1 t yak t ,.c Search b Owner,Address or Parcel y i `[Re S� A � 1 00 i iew Property-cordOwnersELLOWBEARD 111R- "D NC Property Detail t �' S1�S � liliti�j 1L � �' 1Qth AVetjstfllj,�q rt?(kl\ t\kt,}+NtJ 1\t\ st tt'ski, t�`,s_. .,,.a.m)ii 1022 N FEDERAL HWYMui .t ... . y BOYNTON BEACH .Paii No. 08434521 320030200 LAKE ADD TO ., BOYNTON - s Book 14453 Page 321 d F caie.-,ate=. NOV 2002 - :� 707 SW 28TH RD a Mad �j Addii� MIAMI FL 33129 ,e. 1 100-STORES l� otal 2049 II `� ee.. 'e' Sales � 1 Information Sales Date Price r 4 , NOV- 200000 - 2002 II, }Ssss s\Jy', i't}s� t, IrJ )� JUN-1996 72500 APR-1984 250000 1^982 253000 JAN 1971 85000 ..................... Appraisals Tax Year 2020$59 211 .. ... } s t. Value.l $286 582 Ye e / e' Naii $345793 X61 r t : < All values are as of January 1st each v n year Assessed/Taxable Lr,11,1111, ti valuesr. Tax Year 2020 :;:x'. Assesses, $345,793 ' 'Value A.. .... ."axabie. https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521320030200 1/1 COMMERCIAL LEASE AGREEMENT This Lease Agreement(this "Lease") is dated as of March 1", 2021,by and between Yellowbeard Inc. ("Landlord'), and Boynton Beach Seafood Company LLC ("Tenant"). The parties agree as follows: PREMISES. Landlord, in consideration of the lease payments provided in this Lease, leases to Tenant (the"Premises")located at 1022 N. Federal Highway, Boynton Beach, Florida 33435. TERM. The lease term will begin on April J.", 2021 and will terminate on April 30'b, 2024. LEASE PAYMENTS. Tenant shall pay to Landlord monthly installations of$5,000.00 payable in advance on the first day of each month. Lease payments shall be made to the Landlord at 707 S.W. 28`x' Road, Miami, Florida 33129. The payment address may be changed from time to time by the Landlord. POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease and shall yield possession to Landlord on the last day of the term of this Lease,unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield up the Premises to Landlord in as good a condition as when delivered to Tenant,ordinary wear and tear excepted. EXCLUSIVITY. Landlord shall not directly or indirectly,through any employee, agent, or otherwise, lease any space within the property, or permit the use or occupancy of any such space whose primary business activity is in, or may result in, competition with the Tenants primary business activity. The Landlord hereby gives the Tenant the exclusive right to conduct their primary business activity on the property. LIABILITY INSURANCE. Tenant shall maintain liability insurance on the Premises with personal injury limits of at least$500,000.00 for injury to one person and$1,000,000.00 for any one accident, and a limit of at least$1,000,000.00 for damage to property. Tenant shall deliver appropriate evidence to Landlord as proof that adequate insurance is in force issued by companies reasonably satisfactory to Landlord. Landlord shall receive advance written notice from the insurer prior to any termination of such insurance policies. RENEWAL TERMS. This Lease shall automatically renew for an additional period of one year per renewal term, unless either party gives written notice of termination no later than sixty (60)days prior to the end of the term or renewal term. The lease terms during such renewal terms shall be the same as those contained in this Lease except that the lease installment payments shall increase on an annual basis, beginning with the second year renewal term (2023),by the rate of five percent(5%) of the current rent being paid by the Lessee. MAINTENANCE. Landlord's obligations for maintenance shall include: - the roof,outside walls and other structural parts of the building Tenant's obligations for maintenance shall include: - the parking lot, driveway, and sidewalks - the sewer,water pipes, and other matters related to plumbing - the electrical wiring - the air conditioning system - all other items of maintenance not specifically delegate to Landlord under this Lease. TAXES. Taxes attributable to the Premises or the use of the Premises shall be allocated as follows: REAL ESTATE TAXES. Landlord shall pay all real estate taxes and assessments for the Premises. PERSONAL TAXES. Tenant shall pay all personal taxes and any other charges which may be levied against the Premises and which are attributable to Tenant's use of the Premises, along with all sales and/or use taxes (if any)that may be due in connection with lease payments. DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days)after written notice of such default is provided by Landlord to Tenant,Landlord may take possession of the Premises without further notice (to the extent permitted by law), and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be added to Tenant's financial obligations under this Lease. Tenant shall pay all costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reasons of Tenant's defaults. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as"additional rent". The rights provided are cumulative in nature and are in addition to any other rights afforded by law. LATE PAYMENTS. For any payment that is not paid within ten(10)days after its due date, Tenant shall pay a late fee of$250.00. CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law. NON-SUFFICIENT FUNDS. Tenant shall be charges $35.00 for each check that is returned to Landlord for lack of sufficient funds. REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to conduct any construction or remodeling(at Tenant's expense)that may be required to use the Premises as specified above. Tenant may also construct such fixtures on the Premises (at Tenant's expense)that appropriately facilitate its use for such purposes. Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of the Landlord which shall not be unreasonably withheld. Tenant shall not install awnings or advertisements on any part of the Premises without Landlord's prior written consent. At the end of the lease term, Tenant shall be entitled to remove (or at the request of Landlord shall remove) such fixtures, and shall restore the Premises to substantially the same condition of the Premises at the commencement of this Lease. ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent(which shall not be unreasonably withheld),Landlord shall have the right to enter the Premises to make inspections,provide necessary services, or show the property to prospective buyers,mortgagees,tenants or workers. However, Landlord does not assume any liability for the care or supervision of the Premises. As provided by law, in the case of an emergency, Landlord may enter the Premises with Tenant's consent. During the last three months of this Lease, or any extension of this Lease, Landlord shall be allowed to display the usual"To Let"signs and show the Premises to prospective tenants. INDEMNITY REGARDING USE OF PREMISES. To the extent permitted by law, Tenant agrees to indemnify,hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's possession,use or misuse of the Premises, except Landlord's act or negligence. DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any article or thing of a dangerous,flammable, or explosive character that might substantially increase the danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company,unless the prior written consent of Landlord is obtained and proof of adequate insurances protection is provided by Tenant to Landlord. COMPLIANCE WITH REGULATIONS. Tenant shall promptly comply with all laws, ordinances, requirements and regulations of the federal, state, county,municipal and other authorities, and the fire insurance underwriters. However, Tenant shall not by this provision be required to make alterations to the exterior of the building or alterations of a structural nature. MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease constitutes notice that such liens are invalid. Further,Tenant agrees to(1)give actual advance notice to any contractors, subcontractors or suppliers of goods, labor,or services that such liens will not be valid, and (2)take whatever additional steps that are necessary in order to keep the premises free of all liens resulting from construction done by or for the Tenant. DISPUTE RESOLUTION. The parties will attempt to solve any dispute arising out or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiations,the parties will resolve the dispute using the below Alternative Dispute Resolution(ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute,then the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law. ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the Premises, nor effect a change in the majority ownership of the Tenant(from the ownership existing at the inception of this lease),nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord, which shall not be unreasonably withheld. NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and forwarded by mail,postage prepaid, addressed as follows: LANDLORD: Yellowbeard Inc. 707 S.W. 28"'Road Miami, Florida 33129 TENANT: Boynton Beach Seafood Company, LLC 1022 N. Federal Highway Boynton Beach, Florida 33435 Such addresses may be changed from time to time by any party by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on the third day after posting. GOVERNING LAW. This Lease shall be constructed in accordance with the laws of the State of Florida. ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire agreement of the parties and there are no other promises, conditions, understandings, or other agreements,whether oral or written, relating to the subject matter of this Lease. This Lease may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason,the remaining provisions shall continue to be valid and enforceable. If a court finds that any provisions of this Lease is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of neither party to enforce any provisions of this Lease shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns. LANLORD: Yellowbeard Inc. By: Date: .. .� f�� Manuel J. Her- ra, Owner TENANT: Boynton Beach Seafood Company LLC By: Dater David N. Stoddard, President 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.E. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $50,000 for Bud's Ventures, Inc. d/b/a Bud's Chicken & Seafood located at 509 E. Boynton Beach Boulevard SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Bud's Ventures, Inc. d/b/a Bud's Chicken & Seafood located at 509 E. Boynton Beach Boulevard, Boynton Beach, FL 33435 (see Attachments I - I11). Bud's Chicken & Seafood was founded in 1957 and has been serving Boynton Beach residents for over 60 years and has been at its current location since 1985. The community loves Bud's Chicken & Seafood for its southern-style fried chicken, seafood and homemade salads. They currently employ approximately 50 full-time and part-time staff members ranging from assistant managers, prep cooks, cashiers, and servers. As the tenant of a restaurant, the applicant falls under the terms of a Tier I business, as outlined in the grant application. The applicant is seeking reimbursement for exterior improvements including renovated drive-thru area and parking lot, exterior paint, new awnings and a new menu board. The total cost of eligible property improvements is approximately$123,098 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $50,000 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $50,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $50,000 to Bud's Ventures, Inc. d/b/a Bud's Chicken & Seafood located at 509 E. Boynton Beach Boulevard, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map Attachment III - Lease D Attachment IV - Project Quotes j µ+:ciao a BOYNTO III "*"BE CRA I COAWUNffY REDEVELOPMENT AGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRA T PROGRA Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initials Page 1 of 17 Property Improvement 100 East Ocean Avenue,41h Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119.Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com or view the attached brochure. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies(copies of City and County licenses or receipts that the licenses have been applied for). ILInitials Page 2 of 17 Property Improvement 100 East Ocean Avenue,0'Floor, Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach - County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the BBCRA Board approval, plus an added 20%contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. Initials Page 3 of 17 Property Improvement 100 East Ocean Avenue,41 Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • In order to receive the full amount of any awarded grant, the property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. (As further described below, applicants may request reimbursement for up to 50% of their grant award prior to completion of the project.) If BBCRA Board approves grant funding and the work being performed does not require a permit, the, Certificate of Completion (or equivalent)and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award, at which point the CRA no longer make payments for any reimbursement requests, regardless of whether the request was submitted prior to the termination of the grant. Only one 60 day administrative extension will be permitted, and the BBC RA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBC RA Board are not eligible for reimbursement under the grant program.A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification.Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Initials Page 4 of 17 Property Improvement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood &fire • Signage including exterior and suppression • Doors/windows interior lighting • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding + Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and • Security stations—See attached water heating—See cameras/system" ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) ** Notwithstanding the limitation that grants may only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Massage/Personal Services • Medical Research Centers/Housing • Firearm Sales/Shooting Ranges • Massage/Personal Services • Religion-Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Any other use that the BBCRA staff Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the BBCRA Area Initials . Page 5 of 17 Property Improvement 100 East Ocean Avenue,4t'Floor, Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • CBD Retail Stores Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20%for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant Hotels/Motels/Bed and Breakfast • Gourmet Food Market (the Board will grant no more than • Bakery four approvals in this category per fiscal year) Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design—home • Boutiques—clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices . Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Initials Page 6 of 17 Property Improvement 100 East Ocean Avenue,0 Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • Marketing Offices * Medical Offices • Fitness Facilities—yoga, dance • Insurance Offices exercise, martial arts, etc. • Take Out Restaurants • Auto Services Facilities— repair, e Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses— approvals per fiscal year) stationary, gifts, sporting goods • Florists (no more than two • Other commercial f MI approvals per fiscal year) improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBCRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of$15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar 0 Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and Initials Page 7 of 17 Property Improvement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of$100,which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. Initials Page 8 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor,Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions,pay range and weekly schedule. For existing businesses, provide a list of all current positions including Job descriptions, pay range and weekly schedule. 1 .A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East an Avenue, Building Department, Boynton Beach, FL 33435. Phone (561)742-6000. Approval of Funding Request All required documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBC RA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBC RA Board for review and potential approval. The BBC RA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBC RA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBC RA Board. The BBC RA recommends that applicants attend the BBC RA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBC RA staff will notify the applicant of the BBC RA Board's approval or denial in writing. Initial Page 9 of 17 Property Improvement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work for which reimbursement is sought must be completed and paid for by the applicant prior to the release of BBCRA funds. The applicant may request reimbursement for partial payments throughout the project for up to 50% of grant award. The remaining 50% of grant funding will be held until the project is completed according to the City of Boynton Beach Building Department, and if applicable, a certificate of occupancy has been issued, at which point the applicant may submit a final reimbursement request. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3)days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the reimbursement request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for"work to be completed" or"bids"are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). Initials WW Page 10 of 17 Property Improvement 100 East Ocean Avenue,4'hFloor, Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A"final release of lien"signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 5. A minimum of 4 color"after" photos of the project. 6. A copy of the Certificate of Occupancy/Completion. By submitting the final reimbursement request, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party.The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full.Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding Initials Page 11 of 17 Property Improvement 100 East Ocean Avenue,40 Floor,Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO "*"BE RA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION: BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed ID#: 5 — Business Phone Number: Cell: Website: - lgoos c tjc-x/ o- ry � Existing Business:Yes ✓ No Number of years in existence: Time at Current Location: .ate New Business to Boynton Beach:Yes No v- Do you have an executed lease agreement:Yes �/No_If so, monthly base rent V,? s� New Business Address (if applicable): N,i A-- Square footage of current location: 9,q 514 Square footage of new location: Type of Business: !2c sr 2 *— Tier 1 Business: e Tier 2 Business: ❑ Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: Hours of Operation: v° va — 5,,.- List of improvements seeking reimbursement for: A-m�+ /. rC-C z ,,e� 4- r'?dffla 10&V �,,W eon. Requested grant amount: ' 5 , 0 0.0 Page 12 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor, Boynton Beach,FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com f H °t<,411 ti F� ttS t¢ BOYNT mw"BEACH CRA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: A- �3�rix Date of Birth: /z 2, 8 � Email: Residential Address: '/99 DAisc 5- Cell Phone Number: s&e 6 6fq, l 9 g ry 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: Page 13 of 17 Property Improvement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com >f BOYN =B RA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes_No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: /3— 'r PAZrv�4s Kr,a Landlord's Mailing Address: Landlord's Phone Number: 5'(x a. `73&, 9'11 CERTIFICATION PRIVACY: For purposes of this certification and waiver of privacy, the term"I"refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application,and all of the information furnished in support of the application,is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. 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 Initials Page 14 of 17 Property Improvement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435—Phone:(561)6 -9090 www.boyntonbeachcra.com A BOYIN N . """BEAH RA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application,and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initials Page 15 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach,FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO - BEAC RA LANDLORD INFORMATION LANDLOR IGNATURES: Landlord's Signature Date Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to rinci aU ner's Signatures-Multiple notary pages may be used if signing Individually STATE OF COUNTYOF t� BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared 1 L L `` s*;, , who is/are personally known to me or produced �0,V,0,e", ° ° as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal iry he Sta end County aforesaid on this day ofX471- , .J 0 . _ , NOTAI1 BLIC My C"Ission Expires: ryr"P COY WRIGHT .• ': Notary Public State of Florida Commission#GG 218896 ', MY Comm.Expires Sep 14,2022 Bonded through National Notary Assn. Page 17 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTO Somm"BEAC RA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION APPLICANT SIGNATURES: ,. A- Principal/Owner's Signature D to Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to PrincipaUOwner's Signatures - Multiple notary pages may be used if signing Individually STATE OF .- o `«1:,. COUNTY OF .... A . , BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared . ; t. ,`'„ , who is/are personally known to - me or produced ' - ' as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING have set my hand and officials it i the State and County aforesaid on this day of , 20_�Z,Lf NOT UBLIC My � Y°� GOY WRIGMT X Notary Public State of Florida Page 16 of 17 � 8 Commission#GG 218896 Pa g of °' My Comm.Expires Sep 14,2022 Property Improvement Bonded through National Notary Assn 100 East Ocean Avenue,41 Floor,Boynton Beach,FL 33435—Ph 9090 www.boyntonbeachcra.com 3/1/2021 PAPA Maps DOROTHYJACKS -= ---CFA,AAS 5 Palm Beach Co ty P p rty Appraiser A}git<fii } it RTr ae44 4; ,.ho"''? 1 d yak e uc Search by Owner,Address or Parcel N�3r rl Av e t s� s 9 i O � �l�ttt, �l;tt� � .. View Property Record i Owners �s�. dl'ttit 4t ,,ttsl B4 ` {S�Vt1A e• a�`,�-� !r �� 11 \��, �\ S`ti' � Property Detail � a sF.. c .:,�. 5509 E BOYNTON BEACH it J 4t BLVD tt j „ �J3� tJil,lil, `� Muii BOYNTON BEACH . .e No. 08434521260070010 i ROBERT ADD TO TOWN OF Su ` BOYNTON IN I : Book 04255 Page 0375 Sale Date=. MAY-1984 A r tf 3�1?'"iPe ;✓ci, ei t t '✓ '+1eGit+. 'l f _f o- 4 r y ett 4;rkk 4 ,.n-; to i fsl 1llfi� P F 2��. rot Y r4✓ 't i 1 iSf F rFs zs e Jif" - 518 INDUSTRIALAVEo F is 1151 t ✓ �- ,✓ Cs� U;� Mailing I Addii BOYNTON BEACH FL �nynton`ESeacIvcJ ,�' ��li a,u�Boynton Beach�Nud ,} a 5 (j 33426 3664 it ��! t �' F�`L��"ta»�i�`.(��1 i0�m FA?tri?� � '�s Sl�$��y`�.'��t�a�9,'1\��1 .�' ,�, r ,.e�'�� t `l�?,�l�t `,k ',)j5?,{ ��i;j��tate n��,i�ll tq�S k✓}�1��}t}}1�{*t� 2�)�441ys}� ef;f. V, 2200-RESTAURANT, DRIVE t �t 4 tllu,t<,.�r�!`„lfr tt,�t tF ��r�� -; ` '�� ✓ e 7 y, - t�ts - Ali';y, t ^,e. ype - t� a - _ i✓ i 1 sl ?t: e�t �� 2. 29541� i��}�cs£1 tl�f ti Sales Information Sales Date Price MAY-1984 100 'x' w NOV-1 983 325000 MAY-1 982 100 AppraisalsutK � ,� t Tax Year 2020 II ii .._prC e...e...,ta..ote=. $325,527° ,tjValue $678,798"r t� T(qal ojaii Va..ue=. $1,004,325 rF All values are asofJanuary1st each yeari�)trtttYl� z ��{ � 1 t lJ l�ilr;' x �'�1t 1a�a\�!"u411�4t h1��15)1))1}t�riII�VVte aP l �l at Ave Assessed Taxable values / Tax Year 2020 fA^,^,e^,^,e Value $1,004,325 Xe.ro ,..Amount $0 axabie Value $1,004,325 u, Taxes Tax Year 2020 Ad ,ad re ooro $21,490 i�;,!. .u,�.. A I..:o:eooro $3,876 i tax $25,366 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521260070010 1/1 FADMS client files\BRINKMAN\Ground Leases}Ground Lease Bud's Ventures Inc.7-20.doc July 21,2005 GROUND LEASE THIS LEASE AGREEMENT dated as of May 1, 2005,between Bud's Ventures,Inc., a Florida corporation("Lessee")having an address at 518 Industrial Avenue # 12, Boynton Beach, Florida 33426 and B-4,a Florida general partnership("Lessor'),having an address at 518 Industrial Avenue Bay#12,Boynton Beach,Florida 33426,provides as follows: 1. DEMISE OF PREMISES. (a) In consideration of the rents and covenants herein stipulated to be paid and performed and upon the terms and conditions hereinafter specified,Lessor hereby demises and lets to Lessee,for the term hereinafter described,the premises consisting of (i) the parcel of land ("Land") described in Schedule "A" hereto; together with (ii) all easements, rights and appurtenances relating thereon;and (iii) all"Improvements"thereon now existing or hereinafter constructed [such premises being herein called the"Premises"or"Leased Premises']. (b) During the Term hereof, Lessor consents and agrees not to take any action which adversely effects Lessee=s enjoyment of the Premises or results in any diminution thereof. 2. CERTAIN DEFINITIONS. -1- (a) The term"Improvements"means,the buildings,structures and other improvements now existing or hereafter constructed on the Leased Premises by Lessee,together with all building equipment and personal property now or hereafter on the Leased Premises, which building equipment and personal property are used in the operation and maintenance of the Leased Premises or of any building, structure or other improvement thereon and may or may not be affixed to the Leased Premises, including, without limitation, fixtures, machinery, elevators, air conditioning systems and equipment,and all additions,alterations,restorations and repairs to and replacements of any of the foregoing. "Improvements" do not include Lessee's trade fixtures and furnishings, including restaurant equipment. (b) The term"Lessee=s Estate"means all the rights,title and interest of Lessee in the Premises,including the easements appurtenances thereto. (c) Lessor shall have the sole right to depreciate the Improvements (but not Lessee's trade fixture and personal property). 3. TITLE AND CONDITION. The Leased Premises are demised and let subject to: (a) the existing state of the title thereof as of the commencement of the term of this Lease, (b) any state of facts shown by a current survey, and (c) all zoning regulations,restrictions,rules and ordinances,building restrictions and other laws and regulations,now in effect or hereafter adopted by any governmental authority having jurisdiction over the Property. 4. USE OF PREMISES. QUIET ENJOYMENT. -2- (a) Lessee may occupy and use the Premises for any lawful purpose and shall comply with all applicable laws, statutes,codes and insurance company requirements. (b) If and so long as Lessee shall observe and perform all covenants,agreements and obligations required to be observed and performed by it hereunder,Lessor warrants peaceful and quiet occupation and enjoyment of the Leased Premises by Lessee; provided that Lessor and its agents may enter upon and inspect the Leased Premises at reasonable times after reasonable notice. S. TERM. Subject to the terms, covenants, agreements and conditions herein,Lessee shall have and hold the Leased Premises for a "Term" of twenty (20) years from the date hereof, unless sooner terminated as provided herein. 6. RENT. (a) Lessee covenants to pay to Lessor,as rent for the Leased Premises during the term of this Lease,the respective amounts set forth in Schedule"B"hereto [such amounts being herein called the"Basic Rent"]on the dates set forth in Schedule`B"hereto[herein called the"Basic Rent Payment Dates"], in lawful money of the United States of America at Lessor's address set forth above or at such other place or to such other person as Lessor from time to time may designate in writing. (b) Lessee covenants to pay and discharge, when the same shall become due, as additional rent,all other amounts,liabilities and obligations which Lessee assumes or agrees to pay or discharge pursuant to this Lease,together with every fine,penalty,interest and cost thereof and,in the event of any failure by Lessee to pay or discharge any of the foregoing, Lessor shall have all rights,powers and remedies provided herein,by law or otherwise in the case of non-payment of the Basic. -3- 7. NET LEASE,NON-TERMINABILITY. (a) This is a net lease and the Rent and additional rent payable hereunder by Lessee shall be paid without notice or demand,and without set-off, counterclaim,abatement, suspension, deduction or defense. (b) Except as otherwise expressly provided herein,this Lease shall not terminate nor shall Lessee have any right to terminate this Lease or be entitled to any abatement or reduction of rent hereunder for any reason. (c) Lessor shall have no duty to make any repairs to the Premises, including the Improvements and all components thereof. 8. TAXES AND ASSESSMENTS-. COMPLIANCE WITH LAW. (a) As additional rent hereunder, Lessee shall pay to Landlord the following "Impositions (i) all taxes,assessments(including assessments for benefit from public works or improvements begun or completed during the Term of this Lease), if due and payable during said Term, levies, fees, water and sewer rents and charges, and all other governmental charges,general and special, ordinary and extraordinary,together with any interest and penalties which are, at any time,imposed or levied upon or assessed against (A) the Premises or any part thereof, and (B) this Lease or the Leasehold Estate hereby created,or which arise in respect of the occupancy, use, operation or possession of the Property, -4- (ii) all sales or use taxes which may be levied or assessed against or payable by Lessee on account of the acquisition, leasing or use of the Premises or any part thereof,and (iii) all charges for water, gas,light,heat,telephone, electricity,power and other utility and communications services rendered or used on or about the Premises. Notwithstanding the foregoing provisions of thus Paragraph 8(a),Lessee shall not be required to pay any franchise,corporate,estate,inheritance,succession,transfer,income,profits or revenue taxes of Lessor. In the event that any assessment levied or assessed against the Premises or any part thereof becomes due and payable during the Term and legally may be paid in installments,Lessee shall have the option to pay such assessment in installments,and,in such event,Lessee shall be liable only for those installments which become due and payable during the Term. Promptly upon the expiration or earlier termination of this Lease,Lessor shall pay to Lessee that portion of all taxes,fees,charges and other sums as shall have been paid by Lessee pursuant to this Paragraph 8(a)and as are allocable to any period beyond the date of such expiration or earlier termination,and Lessee shall pay to Lessor that portion of all such taxes,fees, charges and other sums as shall be allocable to the period up to and including the date of such expiration or earlier termination and which shall not have been paid by Lessee. Lessor agrees to furnish or cause to be furnished to Lessee, promptly after written demand therefor,proof of timely payment of any such tax,assessment,levy,fee and water and sewer rent and charge and any such utility and communication charge which is paid by Lessee to Lessor as provided in this Paragraph 8(a). (b) On or before the first day of each calendar month during the term,Lessee shall pay to Lessor(together with each Basic Rent Payment)an amount equal to 1/12 of the Impositions for the current year,as calculated by Lessor. The amount due for 2005 is$1500 per month. When the final annual bills are received for the Impositions,Lessor shall notify Lessee of(i)any amount due for such year and (ii)the amount of the monthly payments due for the following year. If the final bills are less than the amount paid by Lessee, Lessee shall receive a credit against the following -5- year's initial payment(s). If the final bills are more than the amount paid by Lessee,Lessee shall pay such deficiency within 10 days of demand. Lessor's failure to demand payment of any such deficiency or provide notice of any increases in the monthly payments shall not constitute a waiver or estoppel. (c) Subject to Paragraph 16,Lessee shall, at its expense, comply with and shall cause the Premises to comply with all governmental statutes, laws, rules, orders, regulations and ordinances affecting the Premises or any part thereof or the use thereof, including those which require the making of any structural,unforeseen or extraordinary changes,whether or not any of the same which may hereafter be enacted involve a change of policy on the part of the governmental body enacting the same. Lessee shall,at its expense,comply with the provisions of all restrictions now in effect affecting the Premises or any part thereof or the ownership,occupancy or use thereof. 9. THIS SECTION INTENTIONALLY DELETED. 10. INDEMNIFICATION. Lessee agrees to pay,and to protect,indemnify and save harmless Lessor from and against,any and all liabilities,losses,damages,costs,expenses(including all reasonable attorneys' fees and expenses),causes of action,suits,claims,demands or judgments of any nature whatsoever arising from (i) any injury to or death of any person or any damage to property on the Premises or in any manner growing out of or connected with the use,non-use,condition or occupancy of the Premises or any part thereof or resulting from the condition thereof, or (ii) any violation by Lessee of any restriction, statute, law, ordinance or regulation affecting the Premises or any part thereof or the ownership, occupancy or use thereof. -6- 11. MAINTENANCE AND REPAIR. Lessee agrees that it will, at its expense,keep and maintain the Premises in good repair and appearance,except for ordinary wear and tear,and will,with reasonable promptness,make all structural and non-structural,foreseen and unforeseen,and ordinary and extraordinary changes of every kind and nature which may be required to be made upon or in connection with the Premises or any part thereof in order to keep and maintain the Premises in good repair and appearance and in compliance with all applicable laws. Notice is hereby given that Lessor will not be liable for any labor,services or materials furnished or to be furnished to Lessee,or to anyone holding the Premises or any part thereof, through or under Lessee. Lessor shall not be required to maintain, repair or rebuild, or to make any alterations, replacements or renewals of any nature or description to the Premises or any part thereof,whether ordinary or extraordinary,structural or non-structural,foreseen or unforeseen, or to maintain the Premises or any part thereof in any way, and Lessee hereby expressly waives the right to make repairs at the expense of Lessor,which right may be provided for in any statute or law in effect at the time of the execution and delivery of this Lease or any other statute or law which may thereafter be enacted. 12. IMPROVEMENTS. (a) Lessee may, without expense to Lessor, make Improvements, and additions and alterations thereto,and Lessee may make substitutions and replacements for the same,provided that: (i) the market value of the Leased Premises shall not be lessened by reason of any such addition, alteration, substitution or replacement; (ii) the foregoing actions shall be performed lien-free, in a good and workmanlike manner; -7- (iii) such additions,alterations,substitutions and replacements shall not impair the structural integrity of the Improvements; and (iv) all such work shall be expeditiously completed, lien-free and in compliance with all laws, ordinances, orders,rules,regulations and requirements applicable thereto. (b) Lessee may,at its expense, (i) construct upon the Leased Premises any additional buildings, structures or other Improvements, and (ii) install, assemble or place upon the Leased Premises any items of machinery or equipment used or useful in Lessee's business, in each case in compliance with all the terms and conditions set forth in Paragraph 12(a). (c) Title to the Improvements shall be in Lessor. 13. CONDEMNATION. (a) If a portion of the Premises shall be taken in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, the condemnation awards (up to the actual amount of reconstruction) shall be the property of Lessee and Lessee shall, at its expense, repair any damage to the Leased Premises. (b) Except as herein otherwise specifically provided,if a portion of the Leased Premises shall be taken as aforesaid,this Lease shall continue. (c) If the entire Premises shall be taken in or by condemnation or other eminent domain proceedings under any law,general or special(other than a taking for temporary use),or enough of -8- the Premises shall be taken that Lessee reasonably determines it cannot economically continue its business operations,this Lease shall terminate on the day following the date of such taking,except with respect to any outstanding obligations and liabilities of Lessee under this Lease, actual or contingent,which have arisen on or prior to such date of termination, upon payment by Lessee of (i) all Basic Rent due with respect to the period during which this Lease is in effect, and (ii) all other sums due and payable by it under this Lease to and including such date, and Lessee shall not be required to repair the Premises. (d) Except as provided in(a)above,all awards and payments made on account of any taking of the Premises in condemnation or other eminent domain proceedings shall be paid as follows: (i) if on account of the Land,to Lessor; and (ii) if on account of the Improvements,to Lessor. (e) Lessee shall be entitled to claim business damage and loss of its personal property. For the purposes of this Lease,all amounts payable pursuant to any agreement with any condemning authority which has been made in settlement of or under threat of such taking shall be deemed to constitute an award made in such proceeding. (f) In the event of a taking in or by such proceeding of all or any portion of the Premises for temporary use,this Lease shall continue in full effect without reduction or abatement of Basic Rent and additional rent, and Lessee shall be entitled, to make claim for, recover and retain any awards or proceeds made on account thereof,whether in the form of rents or otherwise. -9- (g) Nothing set forth herein shall prevent either Lessee or Lessor from seeking any other damages to which it may be entitled. 14. CASUALTY. (a) In the event of any casualty to the Premises,Lessee shall promptly restore same in accordance with the provisions of Paragraph 12(b)hereof and all insurance proceeds(up to the total restoration cost) shall be the property of Lessee. (b) If the Premises shall be substantially damaged or destroyed in any single casualty during the last two (2)years of the Term so that the Premises shall,in the judgment of Lessee,be uneconomic for restoration for Lessee's continued use and occupancy,then Lessee may give notice to Lessor,within ninety(90)days after such occurrence,of its intention to terminate this Lease effective as of such occurrence and this Lease shall terminate on the date specified in such notice,except with respect to any outstanding obligations of Lessee under this Lease. In such event, all insurance proceeds shall be payable to Lessor. 15. ASSIGNMENT,. SUBLETTING AND MORTGAGING. (a) With the prior written consent of Lessor,Lessee may assign,transfer,sell,mortgage or pledge the whole or any part of its interest in this Lease,its interest in the leasehold estate hereby created and the term hereby demised and let,as security or otherwise,and may sublet the whole or any part of the Premises. Lessee shall,at or prior to the time of any such assignment,transfer,sale, mortgage, pledge or sublease, give Lessor notice thereof, together with all relevant information concerning the prospective assignee or sublessee Lessor may require. Upon any such assignment of this Lease, the assignor thereof shall be relieved and released of all liability as lessee hereunder accruing under this Lease after the date of such assignment,provided,that such assignee has a net worth equal to or greater than Lessee. -10- (b) If Lessee shall mortgage its interest in the Premises, then so long as any such mortgage shall remain unsatisfied of record,the following provisions shall apply: (1) Lessor, upon serving Lessee any notice of default pursuant to the terms of this Lease,shall also serve as a copy of such notice upon the holder of such Leasehold Mortgage, at the last address which Lessor is given by said Leasehold Mortgagee. (2) Any holder of such Leasehold Mortgage,in case Lessee shall be in default hereunder shall, within the period as herein provided, have the right to remedy such default,or cause the same to be remedied,and Lessor shall accept such performance by or at the instance of such holder as if the same had been Lessee. (3) For the purposes of this Paragraph, no event of default shall be deemed to exist under the terms of this Lease in respect of the performance of work required to be performed,or of acts to be done,or of conditions to be remedied,if steps shall,diligently and in good faith,have been commenced and completed by or for the Leasehold Mortgagee within the time permitted therefor to rectify the same and shall be prosecuted to completion with diligence and continuity as provided in this Lease. (4) In the event of the termination of this Lease prior to the expiration of the term hereof, except by eminent domain or casualty as herein provided,Lessor shall serve upon the holder of such Leasehold Mortgage notice that the Lease has been terminated together with a statement of any and all sums which would at that time be due under this Lease but for such termination,and all other defaults,if any, under this Lease then known to Lessor. Such holder shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: -11- Upon the written request of the holder of such leasehold mortgage,within thirty(30)days after service of such notice that the Lease has been terminated,Lessor shall enter into a new Lease of the Premises with such holder or his designee,as follows: (i) Such new Lease shall be effective as of the date of termination of this Lese, and shall be for the remainder of the term of this Lease at the rent and upon all agreements, terms, covenants and conditions hereof, including any applicable rights of renewal. Such new Lease shall require the Lessee to perform any unfulfilled obligation of Lessee under this Lease and remedy any outstanding default under this Lease arising prior to the execution of such new lease. Upon the execution of such new Lease the Lessee named therein shall pay any and all sums which would at the time of the execution thereof be due under this lease, but such termination and shall pay all expenses including,but not limited to,reasonable counsel fees,court costs, and disbursements incurred by Lessor in connection with such defaults and termination, the recovery of possession of said Premises, and the preparation,execution,and delivery of such new Lease. (5) Any notice or other communication which Lessor shall desire or is required to give to or serve upon the holder of a Leasehold Mortgage on this Lease shall be in writing and shall be served by certified mail,return receipt requested, addressed to such holder at his address as set forth in such Leasehold Mortgage or in the last assignment thereof delivered to Lessor pursuant to this Article or at such other address as shall be designated by such holder by notice in writing given to Lessor by certified mail,return receipt requested. 16. PERMITTED CONTESTS. Lessee shall have the right to contest, in good faith and without expense or risk to Lessor, the existence, amount or validity of any Impositions, notice of violation or lien, the amount of the -12- damage caused thereby or the extent of its liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent (i) the collection of,or other realization upon,the tax,assessment,levy, fee,water or sewer rent or charge or lien, encumbrance or charge so contested; (ii) the sale,forfeiture or loss of the Premises or any part thereof or the Basic Rent or any additional rent or any portion thereof to satisfy the same or to pay any damages caused by the violation of any such statute,law,rule,order,regulation or ordinance or by any such encroachment, hindrance, obstruction, violation or impairment; (iii) any interference with the use or occupancy of the Premises or any part thereof; and (iv) any interference with the payment of the Basic Rent or any additional rent or any portion thereof. While any such proceedings are pending, Lessor shall not have the right to pay, remove or cause to be discharged the tax, assessment,levy,fee,water or sewer rent or charge or lien,encumbrance or charge thereby being contested. Lessee further agrees that each such contest shall be promptly prosecuted to a final conclusion. Lessee will pay or cause to be paid and save Lessor harmless from and against any and all losses,judgments, decrees and costs(including all reasonable attorneys'fees and expenses)in connection with any such contest and will,promptly after the final settlement or determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith,together with all penalties,fines,interests,costs and expenses thereof or in connection therewith and perform all acts, the performance of which shall be ordered or decreed as a result thereof. -13- 17. DEFAULT. (a) Any of the following occurrences or acts shall constitute an event of default under this Lease: If Lessee,at any time during the continuance of this Lease(and regardless of the pendency of any bankruptcy,reorganization,receivership,insolvency or other proceedings,at law,in equity or before any administrative tribunal,which have or might have the effect of preventing Lessee from complying with the terms of this Lease), shall (1) fail to make any payment of Basic Rent,additional rent or other sum herein required to be paid by Lessee for fifteen (15) days after written notice thereof,or (2) fail to observe or perform any other provision hereof for thirty(30) days after Lessor shall have delivered to Lessee notice of such failure(provided that in the case of any default referred to in this clause(2)which cannot with diligence be cured within such thirty(3 0)day period,if Lessee shall proceed promptly to cure the same and thereafter shall prosecute the curing of such default with diligence, then upon receipt by Lessor of a Certificate from Lessee stating the reason that such default cannot be cured within thirty(3 0)days and stating that Lessee is proceeding with diligence to cure such default,the time within which such failure may be cured shall be extended for such period as may be necessary to complete the curing of the same with diligence). (b) If an event of default shall have happened and be continuing,Lessor shall have the right at its election,then or at any time thereafter while such event of default shall continue,to give Lessee written notice of Lessor's intention to terminate the term of this Lease on a date specified in such notice. Upon the giving of such notice,the term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such -14- date were the date hereinbefore fixed for the expiration of the term of this Lease, and all rights of Lessee hereunder shall expire and terminate,but Lessee shall remain liable as hereinafter provided. Unless such notice shall have been given,this Lease shall not terminate,notwithstanding any default under this Lease and the abandonment of the Premises by Lessee. If an event of default shall have happened and be continuing and Lessee shall have abandoned the Premises, Lessor may, at its option, enforce all of its rights and remedies under this Lease, including the right to receive Basic Rent,additional rent and all sums payable hereunder as they become due. Moreover,Lessor shall be entitled to recover from Lessee all costs of maintenance and preservation of the Premises, and all costs, including attorneys'and receiver's fees, incurred in connection with the appointment of and performance by a receiver to protect the Premises and Lessor's interest under this Lease. (c) If an event of default shall have happened and be continuing,Lessor shall have the immediate right, whether or not the term of this Lease shall have been terminated to re-enter and repossess the Premises or any part thereof by force, summary proceedings,ejectment or otherwise and the right to remove all persons and property therefrom. Lessor shall be under no liability for or by reason of any such entry,repossession of the Premises by Lessor shall be construed as an election on Lessor's part to terminate the term of this Lease unless a written notice of such intention be given to Lessee or unless the termination of this Lease be decreed by a court of competent jurisdiction. (d) At any time or from time to time after the repossession of the Premises or any part thereof, whether or not the term of this Lease shall have been terminated, Lessor shall use its commercially reasonable efforts to relet the Premises or any part thereof, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease)and on such conditions(which may include concessions or free rent)and for such uses as Lessor, in its absolute discretion,may determine,and Lessor may collect and receive any rents payable by reason of such reletting. Lessor shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting. -15- (e) No expiration or termination of the term of this Lease by operation of law or otherwise,and no repossession of the Premises or any part thereof or otherwise and no reletting of the Premises or any part thereof,shall relieve Lessee of its liability and obligations hereunder,all of which shall survive such expiration,termination,repossession or reletting. (f) In the event of any expiration or termination of this Lease or repossession of the property or any part thereof by reason of the occurrence of an event of default, Lessee will pay to Lessor the Basic Rent,additional rent and other sums required to be paid by lessee to and including the date of such expiration,termination or repossession;and,thereafter,Lessee shall,until the end of what would have been the term of this Lease in the absence of such expiration, termination or repossession,and whether or not the Premises or any part thereof shall have been relet,be liable to Lessor for,and shall pay to Lessor,as liquidated and agreed current damages: (i) The Basic Rent, additional rent and other sums which would be payable under this Lease by Lessee in the absence of such expiration,termination or repossession,less (ii) the net proceeds,if any,of any reletting effected for the account of Lessee,after deducting from such proceeds all Lessor's expenses in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration costs and expenses of preparation for such reletting). Lessee will pay such current damages on the days on which the Basic Rent would have been payable under this Lease in the absence of such expiration,termination or repossession,and Lessor shall be entitled to recover the same from Lessee on each such day. (g) At any time after any such expiration or termination of this Lease or repossession of the Premises or any part thereof by reason of the occurrence of an event of default,whether or not Lessor shall have collected any current damages,Lessor shall be entitled to recover from Lessee,and -16- Lessee will pay to Lessor on demand, as and for liquidated and agreed final damages for Lessee's default and in lieu of all current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the excess,if any,of (i) the Basic Rent, additional Rent and other sums which would be payable under this Lease from the date of such demand for what would be the then unexpired term of this Lease in the absence of such expiration, termination or repossession, over (ii) the then fair net rental value of the Leased Premises for the same period, both discounted at a rate per annum as shall be the then current discount rate. If any statute or rule of law shall validly limit the amount above agreed upon,Lessor shall be entitled to the maximum amount allowable under such statute or rule of law. (h) In all events, Lessor shall use commercially reasonable efforts to mitigate its damages hereunder. 18. ADDITIONAL RIGHTS OF LESSOR. No right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given here under or now or hereafter existing at law or in equity or by statute,provided that Lessor shall not be reimbursed for any loss or damage more than once. 19. NOTICES. -17- All notices, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to the terms of this Lease shall be in writing and shall be deemed to have been properly given if sent by hand or by delivery by commercial courier, addressed to Lessor: B-4 a Florida Partnership 518 Industrial Avenue#12 Boynton Beach,Florida 33426 Attn: Mr. Mark Brinkman addressed to Lessee: Mr. Mark Brinkman Bua.'s Ventures Inc. 518 Industrial Avenue Bay#12 Boynton Beach,Florida 33426 Lessor and Lessee shall each have the right from time to time to specify as its address for purposes of this Lease any other address in the United States of America upon giving fifteen(15)days written notice thereof, similarly given,to the other party. 20. ESTOPPEL CERTIFICATE. (a) Lessee will execute, acknowledge and deliver to Lessor, promptly upon request a Certificate certifying (i) that this Lease is unmodified and in full effect(or,if there have been modification, that the Lese is in full effect, as modified, and stating the modifications), (ii) the dates, if any,to which the Basic Rent,additional rent and other sums payable hereunder have been paid and the amount of the Basic Rent currently payable,and -18- (iii) that no notice has been received by Lessee of any default which has not been cured or, if any default for which notice has been received has not been cured,specifying the nature and period of existence thereof,and what action Lessee is taking or proposes to take with respect thereto. (b) Lessor will execute, acknowledge and deliver to Lessee, promptly upon request, a Certificate certifying (i) that this Lease is unmodified and in full effect(or,ifthere have been modifications, that this Lease is in full effect, as modified, and stating the modifications), (ii) the dates, if any,to which the Basic Rent,additional rent and other sums payable hereunder have been paid and the amount of the Basic Rent currently payable, and (iii) that no default has been given by Lessor of any default which has not been cured, or if any default for which notice has been given has not been cured, specifying the nature and period of existence thereof and what action Lessor is taking or proposes to take with respect thereto. 21. SURRENDER. Upon the expiration or earlier termination of this Lease,Lessee shall peaceably leave and surrender the Premises to Lessor in the same condition in which the Premises were originally received from Lessor at the commencement of the term of this Lease,except as improved,repaired, rebuilt,restored,altered or added to as provided in,permitted by or required by any provision of this Lease and except for ordinary wear and tear,and damage by casualty or condemnation. Lessee,if not then in default,shall have the right to remove from the Leased Premises at expiration hereof,all property situated thereon which is not owned by Lessor,or at its election,to allow such property to -19- remain on the Leased Premises,but Lessee shall be required to repair,at its expense,any damage to the Leased Premises resulting from any such removal. Such property not so removed shall become the property of Lessor. 22. SEPARABILITY. Each and every covenant and agreement contained in this Lease is,and shall be construed to be, a separate and independent covenant and agreement, and the breach of any such covenant or agreement by Lessor shall not discharge or relieve Lessee from its obligations to perform the same. If any term or provision of this Lease or the application thereof to any person or circumstances shall to any extent be invalid and unenforceable,the remainder of this Lease,or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby,and each term and provision of this Lease shall be valid and shall be enforced to the extent permitted by law. 23. ENCUMBRANCE BY LESSOR. Any mortgage or deed of trust granted by Lessor with respect to the Premises shall be superior to the terms and provisions hereof. Upon request,Lessee agrees to execute a Subordination, Non-Disturbance and Attornment Agreement acceptable to Lessor's mortgagee. 24. INTENTIONALLY DELETED. 25. INSURANCE. Lessee agrees to keep in effect, during the Term of this Lease,fire and extended coverage insurance covering the Leased Premises, underwritten by a responsible insurance company authorized to do business in the State in which the Leased Premises is located in an amount sufficient to totally insure all insurable improvements located on the Leased Premises above the building slab. Further,Lessee shall maintain general liability insurance in the amount not less than -20- One Million Dollars ($1,000,000). Lessee shall finrnish Lessor with a Certificate of Insurance, showing Lessor as a named insured. Such certificate shall provide that such insurance shall not be canceled without twenty(20)days prior written notice to the certificate holder. Where the Lessee is obligated to repair or restore the Leased Premises,the proceeds from the above described insurance policy shall be made available to Lessee for the sole purpose of rebuilding and repairing said Leased Premises, subject to all applicable provisions hereof. The amount and type of coverage hereunder shall be revisited annually to reflect the prevailing insurance for similar properties in the area of the Premises. 26. LESSEE'S TRADE FIXTURES., SIGNAGE. All of Lessee's trade fixtures and equipment used in the operation of its business and all of its exterior and interior signage shall be and remain the property of Lessee and may be removed from the Leased Premises as provided herein. 27. HAZARDOUS SUBSTANCES. (A) Lessee shall not cause or permit any Hazardous Material to be brought upon, kept, or used in or about the Premises by Lessee,its agents, employees, contractors or invitees. If Lessee breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the Premises caused or permitted by Lessee results in contamination of the Premises, then Lessee shall indemnify,defend and hold Lessor harmless from any and all claims,judgments, damages,penalties, fines, costs, liabilities or losses which arise during or after the lease term as a result of such contamination. This indemnification of Lessor by Lessee includes,without limitation, costs incurred in connection with any investigation or site conditions or any cleanup, remedial, removal,or restoration work required by any federal,state,or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises. Without limiting the foregoing,if the presence of any Hazardous Material on the Premises caused or permitted by Lessee results in any contamination of the Premises,Lessee shall promptly -21- take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Lessor's approval of such actions shall first be obtained,which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises. (B) As used herein,the term"Hazardous Material"means any hazardous or toxic substance,material or waste which is or becomes regulated by any local governmental authority,the State of Florida or the United States Government. The term"Hazardous Material"includes,without limitation,any material or substance that is(i)defined as a"hazardous substance"under the laws of the State of Florida(ii)petroleum,(iii) asbestos,(iv)designated as a"hazardous substance"pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. ' 1321), (v) defined as a "hazardous waste"pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act,42 U.S.C. 16901 et seq.(42 U.S.C. '6903),(vi)defined as a"hazardous substance"pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act,42 U.S.C. 19601 et seq. (42 U.S.C. '9601), or(vii) defined as a"regulated substance"pursuant to Subchapter IX, Solid Waste Disposal Act(Regulation of Underground Storage Tanks),42 U.S.C. 16991 et seq. (C) This indemnity shall survive the expiration or termination of this Lease. 28. ATTORNEYS' FEES. If any legal action or other proceeding is brought for the enforcement of this Lease Agreement,or because of an alleged dispute,breach,default or misrepresentation in connection with any of the provisions of this Lease Agreement,the successful or prevailing party or parties shall be entitled to recover reasonable and other costs incurred in that action or proceeding,including those related to appeals,in addition to any other relief to which it or they may be entitled. 29. SHORT FORM OF LEASE. -22- It is agreed by the parties that an appropriate Short Form(or Memorandum)of Lease shall be executed in recordable form and filed of record in the appropriate recording office. 30. RIGHTS OF FIRST REFUSAL. If at any time during the term of this Lease,Lessor shall receive and be willing to accept a bona fide offer from a third party to purchase Lessor's interest in the Premises,or shall offer to sell its interest in the Premises to any third party,Lessor shall promptly transmit to Lessee a written offer to sell such interest to Lessee upon the same terms and conditions as are set forth in the third party offer or Lessor's offer to such third parry,as the case may be,together with a true copy of such offer, and shall give Lessee thirty (30) days to accept such offer. If Lessee shall accept such offer by written notice to Lessor within such time, the offer and acceptance shall constitute a contract between them for the sale by Lessor and the purchase by Lessee of Lessor's interest in the Premises, such sale and purchase to be consummated within thirty(30) days. 31. BINDING EFFECT. All of the covenants, conditions and obligations contained in this Lease shall be binding I upon and inure to the benefit of the respective successors and assigns of Lessor and Lessee to the same extent as if each such successor and assign were in each case named as a party to this Lease; and the term"Lessor", as used in this Lease, shall include any successor owner or owners, at any time, of the Leased Premises or any part thereof. This Lease may not be changed, modified or discharged except by a writing signed by Lessor and Lessee. 32. HEADINGS. -23- The headings to the various Paragraphs and Schedules of this Lease have been inserted for reference only and shall not to any extent have the effect of modifying, amending or changing the expressed terms and provisions of this Lease. 33. GOVERNING LAW. This Lease shall be governed by and interpreted under the laws of the State of Florida. -24- IN WITNESS WHEREOF,the parties hereto have caused this Lease to be signed and sealed as of the day and year first above written. LESSEE: BUD'S VENTURES,INC., a Florida corporation f, Nam . Name. Title: 1-71 LESSOR: B-4, a Florida general partnership 51 By. Z^" Name: Name: Title: -25- EXHIBITS Schedule A Land Schedule B Basic Rent -26- Schedule A Land Location Address 4790 LAKE WORTH RD Municipality GREENACRES Parcel Control Number 18-42-44-25-36-000- Su iisi Subdiision EMPIRE CENTER Official Records BooPage 13007 / 702 Sale Date OCT-2001 Legal Description EMPIRE CENTER ALL OF PLAT Location Address 509 E BOYNTON BEACH BLVD Municipality BOYNTON BEACH Parcel Control Number 08-43-45-21-26-007-0010 Subdivision ROBERT ADD TO TOWN OF BOYNTON IN Official Records Book/Page 04255 / 0375 Sale Date MAY-1984 ROBERT ADD BLK 7 (LESS NLY 289.99 FT Legal Description OF ELY 81 .11 FT & S 40 FT NE 2ND AVE RM) & 20 FT ABND ALLEY LYG W OF & ADJ TO Schedule B Basic Rent Lease Year Annual Monthly 1-5 $90,000.00 $7,500.00 6-10 $95,000.00 $7,916.67 11-15 $100,000.00 $8,333.33 16-20 $105,000.00 $8,750.00 Basic Rent commences on the first day of the Term and is due and payable on the first day of each calendar month thereafter,without demand or set-off. Lessee shall pay for sales taxes on all rental payments hereunder. -28- gp 1 Bud's Phase I Bud's Ventures is looking to renovate the drive thru area by moving the menu board closer to the Banyan tree, move and improve the dumpster area, install new landscaping, new asphalt and shorten the island in the drive thru lane so cars have more space to maneuver and/or wait. In addition, the building will be painted and receive new awnings. Phase I Cost DescriptionCost Castle Florida GC $88,596 Site improvements Menu Board $11,172 Does not include installation($3k- $5k) American Awning Company $6,380 New awnings Paint $5,800 New paint Fresh Cuts(Landscaping) $11,150 New landscaping Total $123,098 --------------------- FLORIDA Cp R T _ EAS AST AIL WAY / r 0 \ C\ERC\\UJ ING \ g '. mID n m �i z co �C \ i R ..- m o �. I' I I I I _._ _ Castle Florida Building Corporation COMMERCIAL CONSTRUCTION AGREEMENT THIS CONSTRUCTION AGREEMENT, made and executed this 10th day of March 2021, by and between Buds Ventures Inc. (hereinafter referred to as"Owner")and Assignees,whose address is:509 East Boynton Beach Blvd. and Castle Florida Building Corp.(hereinafter referred to as"Contractor"),whose address is: 150 N.Swinton Avenue,Suite 100, Delray Beach,Florida 33444 and whose Certification or Registration Number or Certificate of Authority Number is CGC019384, which parties for good and valuable consideration each to the other, the receipt and sufficiency of which is conclusively acknowledged,do hereby agree as follows: 1. DESCRIPTION OF PROPERTY AND SCOPE OF CONSTRUCTION WORK TO BE PERFORMED. Contractor agrees to construct improvements on Owner's real property located at 509 East Boynton Beach Blvd,Boyton Beach Florida 33426, in Palm Beach County,Florida. ACCORDING TO FLORIDA'S CONSTRUCTION LIEN LAW (SECTIONS 713.001-713.37, FLORIDA STATUTES),THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY.IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR,YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR,MATERIALS,OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A"NOTICE TO OWNER." FLORIDA'S CONSTRUCTION LIEN LAW IS COMPLEX AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY. IN ACCORDANCE WITH FBC105.9, THE OWNER IS RESPONSIBLE FOR COMPLIANCE WITH PROVISIONS OF SECTION 469.003 FLORIDA STATUTES,AND TO NOTIFY THE DEPARTMENT OF ENVIRONMENTAL PROTECTION OF THEIR INTENIONS TO REMOVE ABESTOS, WHEN APPLICABLE,IN ACCORDANCE WITH STATE AND FEDRAL LAW. 2. LIMITATIONS AND GENERAL CONDITIONS. (A) NON-STRUCTURAL MATTERS:Contractor shall not be responsible or liable for stress or settlement cracks in any material supplied by contractor where same does not threaten structural integrity. (B) TANGIBLE PERSONAL PROPERTY:Contractor shall have no responsibility or liability for damage or loss to owner's tangible property,equipment,fixtures,or furnishings on the premises during the construction process and prior to C.O. Owner to provide insurance policy for contents. (C) PATCHING AND MATCHING: The color,texture and planes between existing and new materials may not match exactly,but contractor will use due diligence to obtain such matching as close as reasonably possible.Owner acknowledges that patching may be detectable. 3. PLANS AND SPECIFICATIONS. The plans and specifications have been provided by(CHECK ONE)[]Contractor or ® Owner, and any loss, cost, damage or expense incurred by the other party as the result of any defects in such plans and specifications shall be borne by the party providing the plans and specifications.In the event of a conflict between the plans and specifications,the specifications shall control 4. DEFINITIONS. The term "cost" means all costs and amounts paid or incurred to third persons,or subcontractors hired by Contractor or by the Owner,for supervision,overhead expense, labor services, materials, licenses and permits directly related to this Contract.The term"days"means calendar days,including weekends and holidays,unless otherwise noted;"business days" means week days Monday through Friday which are not legal state holidays. "Substantial completion" occurs when the Certificate of Occupancy or the premises can be used for its intended purpose or its equivalent has been issued(or has been delayed solely by act or omission of the Owner), when the Owner occupies any part of the remodeled property, or when the Building Authority releases the building permit based upon completion of final inspections 1 Initial ` / 5. CONTRACT PRICE. Owner agrees to pay Contractor the following Contract Price,together with adjustments, if any,for Change Orders as described in paragraph 8,and for any material costs increases as described in paragraph 9,if applicable, in accordance with the further provisions of this Contract(check and complete one of the following): ®Cost Plus Percentage of Cost. All costs incurred by Contractor,plus 15%%of all such costs. Based upon the attached cost detail and the Specific Scope of work.If items are not shown in the Cost Detail or written Scope of Work or specifically listed as "Included",they are assumed to be by others or specifically excluded.Supervision is based upon the anticipated time for work to be completed.If construction extend beyond the specified time period,Supervision will be charged weekly or monthly as specified in this agreement 6.DEPOSIT. Upon the execution of this Contract,Owner shall pay Contractor a deposit in the amount of(5 %) $ 4445.00 Contractor an additional deposit in the amount of 4445.,QQ prior to the start of on- site construction. Subcontractor deposits shall be considered as additional to the contractor deposits and will be requested as need for material purchases.Contractor and subcontractor deposit will be credited to the final payment. 7. ALLOWANCES AND SELECTION OF FINISH MATERIALS. In establishing the Contract Price or estimating the costs to be incurred,Contractor has made the following allowances for finish materials,which allowances❑includes or does not include(check one)the costs for installation(SEE EXHIBITS) Owner shall submit in writing to Contractor the selection for finish materials within ten(10)calendar days of Contractor's request for same;if no selection is timely made by Owner,Contractor,in Contractor's sole discretion,may make the selection on behalf of Owner,and Owner shall be bound thereby.Any portion of the cost of any selection which exceeds the allowance for such item is the sole responsibility of Owner and is payable in the same manner as a Change Order;any portion of the cost of any selection which is less than the allowance for such item shall be credited to the Owner against the final payment due to Contractor. 8. CHANGE ORDERS. All changes to the plans,specifications or selection of finished materials may be requested by Owner and subject to written documentation by Change order. Owner shall pay to Contractor any increase in Contract Price "Change Orders"prior to any additional work being performed,or,at contractor's option,due with the next application for payment, or as set forth in the change order.All change orders will include additional costs for materials,labor,supervision and actual cost of general condition items or calculated applicable percentage and contractors fee of(15%) 9. CHANGES TO CONTRACT PRICE(BASED ON EVENTS COMMON TO CONSTRUCTION WORK). Owner acknowledges that the process of CONSTRUCTION may also consist of demolition or destruction of existing damaged improvements before,during and after any new construction has begun.Additional work is frequently identified during demolition and required to complete the work pursuant to this contract.All such additional required work will constitute a change order and may result in an increase in the Contract Price. (B) DANGERS INHERENT TO OWNER'S CONTINUED OCCUPANCY:There are certain dangers inherent in remodeling projects since the Owner(s) usually continues to use and occupy the property during the contract performance. Contractor shall be responsible for securing the job site at the end of each work day;however,the Owner(s)acknowledges these inherent dangers and shall take all reasonable precautions to avoid them.As a result, Owner's occupancy of the premises during construction shall be at owner's sole risk,and in the event any such occupancy hinders,delays or increases the cost of contractor's performance of this contract,such damages shall be added to the Contract Price.In addition,Owner shall be solely liable for any personal injuries,whether to Owner,Owner's family members,guests or invitees,or to trespassers. (C) REPAIR/REPLACEMENT OF UNFORESEEN DAMAGED ITEMS:The parties understand that there may be conditions to pre-existing improvements on the property which constitute latent defects or hidden or unknown conditions, necessitating unforeseen removal, replacement or repairs in order to complete the scope of work to be performed under this agreement Examples of such situations include, but are not limited to: adverse soil conditions; presence of asbestos materials; inadequate structural support;plumbing,electrical,mechanical systems hidden or covered within existing walls,floor slab or below grade,appliances or machinery in poor or deteriorated condition,or,other matters which could not have been readily observed by the Contractor prior to commencement of the contract performance. In the event that damage occurs to hidden items or the Contractor discovers such defects or hidden or unknown conditions,Contractor shall immediately notify the Owner(s)and shall prepare an estimate of the increased costs resulting from such defects or hidden or unknown conditions.Owner shall be responsible for the costs incurred in preparing the estimate, such as,but not limited to, engineering fees. If the Owner(s) agree(s)with the estimate,it shall become a Change Order hereunder;otherwise,the Owner(s)shall pay the Contractor all costs incurred to that date in connection with the work to be performed hereunder,plus fifteen(15%)percent thereof,and this contract shall terminate. 2 Initial / (D) PUBLIC OR PRIVATE REGULATIONS/RESTRICTIONS AND SUBSOIL CONDITIONS:In the event any governmental regulations or private restrictions or covenants,or the results of any soil or subsurface tests,requires modifications to the structure or to the subsurface,the cost of such modifications shall be added to the Contract Price and are payable in the same manner as if originally included in the Contract Price, or, at contractor's option, due and payable at the time the costs of such modifications are incurred. Owner shall provide a clear,accessible building site,correctly zoned and otherwise allowable for the improvements to be made. (E) FORCE MAJEURE/INCREASES IN MATERIALS COSTS AND CONTRACT PRICE: Due to conditions beyond our control,and to the fullest extent permitted by this agreement we reserve all rights to ask for:(1) an extension of the contract time,(2)additional compensation based upon cost increases due to delay caused by unforeseen events (3 )additional compensation based upon increases costs of labor and materials,or other necessary supplies. In the event that,an extended period of time exists between the contract execution and the actual commencement of construction due to no fault of the Contractor. If contractor's costs or subcontractors,for materials used or to be used herein have increased over the contractor's costs at the time of the original estimate at the time this agreement was signed,and for any cause(s)beyond the control of contractor,then,and in such event(s),contractor shall have the right to pass the entire amount of materials costs increase(s)along to owner by adding the total amount(s)and overhead and profit thereof to the Contract Price. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER OF THEM CAN CONTROL THE PRICE(S) OF MATERIALS FURNISHED BY OTHERS, AND THAT SUCH INCREASES FREQUENTLY OCCUR FOR MATERIALS NEEDED FOLLOWING A NATURAL DISASTER. 10. DRAW REQUESTS. At such times as Contractor completes each of the items set forth in the draw schedule ( monthly or bi weekly)depending upon if deposits are needed. Contractor shall submit a written draw request to Owner or to Owner's Lender,as applicable,for an amount equal to the percentage of the work completed at that time of the Contract Price applicable to each item, less the percentage previously requested and paid for each such items.All draw requests are due and payable within 5 days of the date submitted by mail,fax,or electronic mail,to Owner.After the initial draw,upon each payment to Contractor made pursuant to this agreement,Contractor shall provide Owner with a partial or final lien release from each person or subcontractor,or material supplier who has served a Notice to Owner through the date request for payment. 11. WARRANTIES BY CONTRACTOR. CONTRACTOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, EXCEPT AS STATED HEREIN.ALL STATED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED. SEE SPECIAL CLAUSES IN PARAGRAPH 24 FOR ADDITIONAL WARRANTY INFORMATION,IF ANY. SEE PARAGRAPH 13 FOR EXCLUSION OF CLAIMS AGAINST CONTRACTOR UNDER ANY WARRANTY PROGRAM OR PRODUCT. (A) Except as provided in(b)and(d),Contractor warrants that all materials will be new materials,unless otherwise specifically agreed upon or disclosed,and that the labor and materials supplied by Contractor and used in performing this contract will be free of defects for a period of one(1)year from the date of the substantial completion. Warrantee shall only apply to contractor or subcontractors,only if Owner has paid contactor in full per this agreement.Contractor shall not be required to respond to service request of any kind until payment in full is received or paid to date.Any warranty regarding wood destroying organisms is given only by a licensed pest control operator,is limited to one(1)year from date of initial treatment,and is renewable at the sole option and expense of the Owner. (B) Owner agrees to rely solely on the warranties, if any, of the respective manufacturers of all appliances and equipment included in the property improvements,unless the defect is caused by the improper installation of such appliances or equipment. (C) MOLD IS A NATURALLY OCCURRING GROWTH THAT MAY HAVE ADVERSE HEALTH CONSEQUENCES AND WHICH REQUIRES CERTAIN PREVENTATIVE AND PROPER MAINTENANCE ACTIONS BY THE OWNER. ACCORDINGLY, CONTRACTOR ASSUMES NO LIABILITY WHATSOEVER FROM ANY HARM TO INDIVIDUALS AND DAMAGES TO PROPERTY ARISING AS A RESULT OF MOLD, WHICH IS UNRELATED TO CONSTRUCTION DEFECTS. 12. RESPONSIBILITIES OF CONTRACTOR. (A) TIME AND MANNER OF PERFORMANCE BY CONTRACTOR: Contractor shall commence work within 10 days of the issuance of all building permits and the receipt of all deposits,recordation of a Notice of Commencement has been recorded,and written verification from Owner that all funds necessary for payment of the Contract Price are available,whichever shall last occur.If the"Owner"chooses to delay the start of construction,pricing will be review based upon the"Owners" selected start date Contractor shall diligently pursue and substantially complete all work to be performed under this Contract within a reasonable period of time( 120 )days, taking into consideration delays that are beyond the control of the Contractor, including,but not limited to,weather conditions,delays in selection or delivery of materials,change orders requested by Owner, past due payment and delays in obtaining all necessary licenses or permits or the certificate of occupancy due to owner provided work not being completed in a timely manner. Contractor may cease construction work at such time,and from time to time,that the balance in the bank draw account is ever less than the balance of the Contract Price then due for completion,plus any increased costs for all Change Orders.Contractor shall not be liable to Owner for any losses,costs or damages resulting from or arising out of a delay or inability to perform this Contract as described herein or caused by any event beyond the control of the contractor. THE PARTIES ACKNOWLEDGE THAT THE NATURE,LOCATION(S)AND EXTENT OF OTHER DISASTERtJRELATED DAMAGED PROPERTIES MAY ADVERSELY IMPACT THE CONTRACTOR'S ABILITY TO TIMELY CURE 3 Initial / MATERIALS OR LABOR NECESSARY TO THE PERFORMANCE OF THIS CONTRACT,BUT THAT THE CONTRACTOR SHALL USE REASONABLE EFFORTS AND DUE DILIGENCE IN DOING SO. (B) LICENSES,APPROVALS AND PERMITS: Contractor shall obtain all permits,which shall be paid by owner and the owner shall be responsible for obtaining and paying for any approval(s)required from a Landlord or Association or its committees. (C) INSURANCE: Contractor shall obtain and maintain,at contractors expense,solely for contractor's protection,workers compensation and general liability,in connection with the work to be performed under this Contract,until substantial completion. In the event Owner or Owner's Lender require that Contractor obtain and maintain builder's risk insurance coverage,Contractor shall do so,with such optional provisions as may be designated by Owner or Owner's Lender,at Owner's sole expense. 13. RESPONSIBILITIES OF OWNER-Buds Ventures Inc.warrants and represents to Contractor, and agrees to be responsible for,the following: (A) TITLE: Owner has fee simple marketable title to the subject property,free and clear of all liens or encumbrances that would prevent the Contractor's performance of this contract,and Owner shall submit proof of same to Contractor immediately upon request. (B) RIGHT OF ACCESS: Owner has legal right of access to the Subject Property and all rights of title,including easements necessary for the construction,use and occupancy of the structure,and Owner grants adequate access to Contractor as required for Contractor to perform this contract. (C) BOUNDARIES/SURVEYS: It shall be the sole responsibility of Owner to mark the boundaries of the Subject Property and the location on such property where the structure is to be constructed,and to obtain boundary,foundation and final surveys as may be required,as well as any other professional reports required for Contractor to perform this contract,with any loss or damage suffered by Contractor or any third party as the result of a defect in title or incorrect designation of the.boundaries or location of the structure to be borne solely by Owner. (D) UTILITIES: Owner shall furnish and pay for all utilities necessary for the performance of this contract,including, but not limited to:water,sewer and electricity. (E) YARD DEBRIS REMOVAL,LANDSCAPING AND SPRINKLERS: The removal of yard(non-construction) debris,existing landscape and sprinkler system(if any),and other site development costs,shall be the responsibility and expense of the owner,unless otherwise described in the scope of work.None of the removed landscape need be maintained by contractor; if maintained by owner,it must be kept clear of all work hereunder.Contractor shall not be responsible for damages or repairs to existing or removed landscaping or sprinkler system resulting from the normal course of construction. (F) FINANCING: It shall be the sole responsibility of Owner to obtain insurance claims proceeds or financing necessary to create and maintain a bank draw account balance sufficient to make all the payments set forth in this Contract, and Owner shall have sole responsibility to pay all fees,charges or other costs of such financing,including inspection fees charged by any such lender.The nonperformance of any such lender shall not affect the obligation of Owner to Contractor;provided,however, the draw schedule designated by the construction loan lender shall supersede and replace the draw schedule set forth herein.In the event any portion of the Contract Price is to be paid from the proceeds of a construction loan,Owner agrees to provide Contractor with written verification of a construction loan commitment, subject only to standard conditions, as a condition precedent to Contractor beginning any work.Owner shall furnish,and hereby authorizes and directs the Lender to furnish,the Contractor with any information regarding the status and amount(s)of undisbursed loan proceeds from time to time,upon Contractor's request. (G) USE OF CONTRACTOR'S EMPLOYEES, AGENTS, SUBCONTRACTORS, OR MATERIAL SUPPLIERS:Owner and Owner's family members or agents shall not in any manner,utilize,unreasonably interfere, communicate, or contract with Contractor's employees,subcontractors,subcontractor's employees or agents,or material suppliers,nor perform or permit any work on the Subject Property,without the prior written approval of the Contractor,which approval may be withheld in the Contractor's unrestricted discretion;provided,however,that if such consent is given,then Owner shall be solely responsible for the payment,shipment,delivery,insurance,installation,and damages for delay. (H) INSURANCE: Owner shall be solely responsible for obtaining any insurance coverage, on such terms and conditions as may be determined by the Owner. The Owner shall bear the sole risk of loss of or damages to all materials delivered to the Property,and the Contractor is hereby relieved of any and all liability for any such loss and damages,except to the extent any such loss or damage is covered by an insurance policy owned by the Contractor. Under no circumstances will Contractor be liable for any claim covered in any warranty program or product. 4 Irliti /� (I) TIME OF PAYMENT, INTEREST, AND FINAL INSPECTION/PUNCH LIST: Owner agrees to pay Contractor the Contract Price specified in paragraph 5,in accordance with the G702 Application for payment documents to be sent with each request or in accordance with the lender's required draw schedule,if any.In the event any amounts due to the contractor remain unpaid after the due date thereof,then,and in such event,such amounts shall bear interest thereafter at the rate of 1.5%per month until payment in full has been made.Contractor will be under no obligations to proceed with construction if invoices are( 30)days past due or schedule final inspections of any kind until payment has been made to 90%complete.Within five(5)days of notification by Contractor that all work is substantially complete,Owner shall conduct a final inspection of the improvements and prepare a punch list which,if agreeable,shall be signed and dated by both parties.Contractor shall be responsible for completion of all items on the punch list within a reasonable time.The Contractor shall be entitled to receive all remaining amounts due under this Contract prior to 100%completion of punch list. Any item from the originally prepared punch list not completed by the time of the final payment may be withheld by review of the project Architect,and all parties at 150%the cost to complete the remaining items. Final payment will be due within (5) days from owner's receipt of the final Certificate for payment prepared by the contractor. Issuance of the certificate of Occupancy (if required)by the local jurisdictions shall not affect final payment if all contracted work has been approved and accepted. 14. RIGHT-TO-CURE: CHAPTER 558 NOTICE OF CLAIM. CHAPTER 558, FLORIDA STATUTES CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY BRING ANY LEGAL ACTION FOR AN ALLEGED DEFECTIVE CONSTRUCTION IN YOUR PROJECT. SIXTY DAYS BEFORE YOU BRING ANY LEGAL ACTION,YOU MUST DELIVER TO THE OTHER PARTY TO THIS CONTRACT A WRITTEN NOTICE REFERRING TO CHAPTER 558 OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE AND PROVIDE SUCH PERSON THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS AND TO CONSIDER MAKING AN OFFER TO REPAIR OR PAY FOR THE ALLEGED CONSTRUCTION DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER WHICH MAY BE MADE.THERE ARE STRICT DEADLINES AND PROCEDURES UNDER THIS FLORIDA LAW WHICH MUST BE MET AND FOLLOWED TO PROTECT YOUR INTERESTS. 15. DEFAULT/NOTICE OF DEFAULT. Other than for claims of defective construction,which are governed solely by the"right-to-cure"law disclosed in paragraph 14,Contractor shall be in default under this Contract if Contractor abandons work on the structure or otherwise refuses to carry out contractor's obligations under this Contract(unless such abandonment or refusal is based upon a prior default by Owner which Owner has failed to cure after written notice thereof).Contractor shall be deemed to have abandoned work if Contractor shall fail to perform or cause any work to be performed on the Subject Property for twenty-one (2 1)consecutive days,unless such failure is the result of any event beyond the control of the Contractor.Owner shall be in default under this Contract if Owner refuses to permit Contractor to complete performance,fails to pay any amounts when due,or otherwise refuses to carry out the obligations of Owner under this Contract(unless such refusal or nonpayment is based upon a prior default by Contractor which Contractor has failed to cure after written notice thereof).In the event of default,the-defaulting party shall be entitled to receive written notice,by certified mail return receipt requested or by hand delivery to the address shown below,which specifies the event(s)of default.The defaulting party shall have ten(10)days from the receipt of the notice in which to begin the curing of any default,which actions shall be continuously pursued and completed within a reasonable time in light of the nature of the default;provided,however,the cure of any default in payment must be completed within ten(10)days from the date of notice of default.If any default is timely cured,each party agrees that this Contract shall remain in full force and effect and neither party may assert any claims as the result of such default. All notices shall be to the respective addresses of the parties as set forth on page 1,or as otherwise set forth in written notice to the other party. 16. REMEDIES AFTER DEFAULT: (A) BY CONTRACTOR. Except for claims by the Owner of defective construction,which are governed solely by the"right-to-cure"law disclosed in paragraph 14,in the event of default by Contractor which is not cured within the time specified, the Owner may declare the Contract terminated and seek damages only for the reasonable and necessary costs to complete construction in accordance with the original plans and specifications and for the Contract Price(adjusted by Change Orders to the date of termination), less any balance of the adjusted Contract Price not paid to Contractor, and excluding any other damages whatsoever,such as:damages for delay,or for any consequential damages. (B) BY OWNER. In the event of default by Owner which is not cured within the time specified,the Contractor,at Contractor's option:(1)shall provide a notice of default,upon which contractor shall be entitled to all costs incurred by Contractor from the last draw payment to the date of notice of default,together with profits in the amount of fifteen(15%)percent thereof, and excluding any other damages whatsoever,such as:damages for delay,or for any consequential damage;or(2) may complete the construction and seek damages for breach of contract.The parties have agreed to this amount of profits due to the difficulties and uncertainties associated with the calculation of actual damages for lost profits which Contractor is likely to incur as the result of a default by Owner. 17. ARBITRATION. Except for claims by the Owner of defective construction, which are governed solely by the "right-to-cure"law disclosed in paragraph 14 the parties agree that any other action to enforce this Contract shall be exclusively by arbitration proceedings as described herein,to be held in the county in which the real property described herein is located,and both parties agree to be bound by the decision rendered in such proceedings.Within thirty(30)days of a written request for arbitration, each party shall select an arbitrator. If either party fails to select an arbitrator within this time frame,the first arbitrator selected may select the second arbitrator.Within ten(10)days thereafter the two arbitrators shall select a third arbitrator.All itrators 5 Initi / shall be persons with experience or knowledge in the construction industry.The arbitration shall be conducted in accordance with the Florida Arbitration Code(Chapter 682, Florida Statutes); provided, however, the final hearing shall be held not more than ninety(90)days after the receipt of the request for arbitration and the final decision shall be rendered not more than thirty(30)days after the conclusion of the final hearing. 18. ATTORNEY FEES. In the event of any disputes arising out of or in connection with this contract,the prevailing party therein shall be entitled to recover reasonable attorney fees and costs,whether same were incurred prior to or during any judicial proceedings, including, but not limited to, any trial or appellate proceedings, as well as prior to or during any of the alternative dispute resolution mechanisms,whether described in paragraphs 14 and 17 or otherwise ordered by a court of competent jurisdiction. 19. GOVERNING LAW, ASSIGNMENT AND RECORDING. This Contract shall be construed and enforced in accordance with the laws of the State of Florida,and may not be assigned or recorded except with the prior approval of both parties, which approval may be withheld for any reason whatsoever. 20. INTEGRATION CLAUSE. This Contract and the additional contract documents attached hereto, as indicated in paragraph 23 hereof,constitutes the complete agreement between the parties and may not be modified except in writing signed by all parties hereto. 21. CONTROLLING PROVISIONS AND HEADINGS.All handwritten or typewritten provisions herein shall control over any printed provisions in conflict therewith,unless otherwise provided. The headings on each paragraph are for the sole convenience of the parties and shall not be construed to be a part of this Contract. 22. ADDITIONAL CONTRACT DOCUMENTS. If marked,the following additional documents are a part hereof and each party acknowledges receipt of a copy thereof: ❑Metes&Bounds description ❑Draw Schedule ❑Mold Disclosure ❑Other Allowances E]Other Specifications ®Other(Scope of Work) 23. SPECIAL CLAUSES(If Any): OTHER CONDITIONS OR PROVISIONS Contractor shall not be responsible for any environmental audits and/or pre-existing hazardous materials or their removal.Castle Florida Building Corp.will not be responsible for any existing,or future occurrences of molds of any kind.In the event that our employees or those of our Subcontractors or any other persons are exposed to an asbestos hazard or any other hazardous substance, the Owner agrees to indemnify, defend and hold harmless Castle Florida Building Corp and its officers from any and all damages,claims,expenses and payments resulting from such exposure. The contract price is based upon the plans as drawn and reasonable fmish allowances.This price does not reflect any additional work not listed in the scope, any additional work required by the municipalities' building department via permit comments or inspector demands and any plan/selection changes. Any item not expressly included in estimate and/or scope is excluded. Plans are considered to be "Complete" and ready for construction to proceed upon issuance of permit. If plans are "Not"complete and accurate,at permit issuance and revisions are necessary,all revisions will be charged processing and administrative fees in addition to the actual Building Dept fee accessed. All plan revisions will be accessed an administrative fee of$250.00 per revision plus any fees,If revised plans are not complete and require correction or replacement of sheets,this service will be billed at$65.00 per trip charge. Contractor shall not be responsible for any pre-existing conditions or code violations such as (but not limited to) Plumbing,Electrical,HVAC,Ductwork or Structural that require repair,removal,relocating or other work. All such work shall be considered an extra and will be approved by a written Change Order and paid for in advance. 6tial /_ t d All Change Orders will include the direct construction costs plus Supervision and any additional General Condition costs which may apply for the increased time. All change orders will be for a minimum of(1)additional working day or more as required to complete the additional work and will be charged a contractor fee of( 15%)unless otherwise stated. In the event that the Owner decides to complete certain contractual items on his(her)own,or cancel part of the work described in these Contract documents,the Contractor will credit the Owner the line items cost only. No credit will be issued for Supervision, Overhead or Profit. Any restocking charges that may apply will be charged against the credit.In the event that the owners decide to increase the scope of the work above what has been originally contracted Castle Florida will be entitled to bill the additional contractors fees for the additional work. Labor costs will be charged at the rates as shown for any, permitting, revisions, plans changes, additional work or customer changes. Project duration is projected to be ( 4 ) months from permit issuance. If project duration goes beyond the time as agree to(4 months)by any delay not caused by G.C,then additional Supervision will be charged at a rate of$4800.00 per month or$ 1200.00 weekly until issuance of the C.O or C.C. is obtained. Project manager $ 100.00/hour Office/Administration $ 65.00/hour Supervision $ 65.00/hour Supervision weekly $ 1000.00/week Misc Carpentry $ 55.00/hour Laborer $ 35.00/hour If the Owner fails to pay the Contractor, through no fault of the Contractor, within 5 calendar days from the time payment is due according to these Contract documents,Contractor may,without prejudice to other available remedies, upon 5 additional days written notice to the Owner,stop the Work of this Contract until payment in full is received. The Contract sum shall,by appropriate adjustment,be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-up. Castle Florida Building Corp will warrant all work to be free from defects due to defective material or workmanship for a period of 1 year from the date of completion with the following exception that all Plumbing fixtures, HVAC units, Appliances and similar materials will be covered from the date of installation. All additional manufacturer warranties will apply as provided by the manufacturer.Castle Florida will not warrant any owner provided items other than installation. Any additional charges incurred to replace or repair any owner supplied items will be billed directly to the owners. This Contract is void if not executed within 10 days from the date first written above. This Agreement is between the Owners and the Contractor, each of whom shall deal directly with the other. All references to the Architect will not apply. WITNESSES(Optional) OWNER(S): 1. Buds Ventures Inc. Print�vame: Mark D.Brinkman 2. a........... Print Name: WITNESSES(Optional) Castle Florida Building Corporation License#019384 1. By: Print Name:__ Ja) Hasner 2. Print Title: It's Vice President 7 Inti CASTLE V d 0 R U D Q 150 North Swinton Avenue—Suite 100, Delray Beach, Florida 33444-2634 GENERAL CONTRACTOR (561) 272-1207 FAX(561) 272-0117 email: castle a.ca tleflcrida com Castle Florida Building Corp is pleased to submit our proposal for the new dumpster and related site work. Florida will provide all the required labor and materials for the sum of ( $ 88,596.00} according to the plans of Steven Myott dated 11/17/2020 and Civil plans of Florida Consulting Engineers dates 11/12/20202 and the specific scope of work as stated below. Scope of work: New construction 1. Provide and install all temporary measures required during construction to maintain a safe and protected construction area, MOT, Temp fences 2. Demo and remove existing site dumpster, sidewalks and slab. 3. Remove existing D curb and asphalt for new installations and new landscape area. 4. Provide and install new asphalt area with 12"compacted subgrade and new lime rock 5. Provide and install new 1.5" S3 asphalt mix up to 950 sf. 6. Provide and install new concrete D curb per plan up to 180 l.f 7. Allowance of$ 600.00 for stripe and repair of affected work areas. 8. Allowance of$ 1500.00 for new wood fence and gate. 9. Provide and install new 6" concrete dumpster slab with reinforced masonry walls per plan. 10. Provide and install specified dumpster gates per plan 11. Provide and install "siding look" stucco per plan. 12. Painting of new stucco with primer and(2 ) coats of std latex flat paint. 13. Allowance of$ 2000.00 for relocation and connection of existing drain to grease line per plan. 14. Soil testing for construction,preliminary costs by Owner. 15. Water and electric to be supplied by owner Items not included: 1. Permit fee,Utility Fees, Impact fee. 2. Survey 3. Preliminary soil reports 4. Decorative wall panels by others 5. Electrical service change TBD, electrical of any kind. 6. Landscape or irrigation repair. 7. Additional site work/upgrades other than work shown 8 Initial / F THE HOWARD COMPANY Bud's Chicken & Seafood - Flex SS And Canopy Bud's Chicken &Seafood Phillip Brinkman Reference: 20200519-095728325 518 Industrial Avenue Marketing Quote created: May 19, 2020 Boynton Beach, Florida 33426 phiIlip@budschicken.com Quote expires: June 30, 2021 United States 561-601-7503 Quote created by: Laura Paff Inside Sales Manager I North America East 1paff@howardcompany.com +1 (262) 317-7754 Comments from Laura Paff The Howard Company has many vend or-partnersfrom Suppliers,shippers,and installers that areal I experiencing Covid- 19 delays that affect their promised and usual lead times,sometimes at the last minute.The Howard Company will make best efforts to meet requested delivery and installation dates during these unprecedented times,and will communicate any variations. Please allow extra time in ordering and flexibility in delivery and installation. Products & Services Item &Description SKU Quantity Unit Price Total Drive-thru Flex Menu Board DTFLEX-2-SS BKT 1 $5,180.00 $5,180.00 Pedestal Mount 2-SS Includes speaker and mic enclosure mounted on the left side or bottom of the unit, (speaker and m ic components sold separate) please indicate your preference,static graphics available in half size or full size, optional colors available,ask your sales rep for a quote FOUNDATION KIT HIGH 1 $75.00 $75.00 WIN DLOAD (ANCHOR BOLTS) K101041-007 CANOPY FLAT TOP -Black 1 $4,200.00 $4,200.00 Available is7stock colors.Price includes Helix Option and Light Kit,Foundation Kit sold separately Optional Items-Aluminum or Vinyl to, pole mount speaker and microphone enclosure,bracket for Order Confirmation Screen. Unit iswind load rate for 11Omph Unit ishipped common carrier in two parts 1) pole and 2)roof assembly Shipping Weight and Dimensions #600/116^X44'X83' CANOPY FOUNDATION KIT 1 $75.00 $75.00 #K101041'004 Shipping weight and dimensions l8#/38X23X3 Subtotals One-time subtotal $9'530.00 Other Fees Shipping 8, Handling $911.49 FLSales Tax $730.90 Total $11,172'39 Purchase Terms Quotation will behonored for amaximum of6Odays from this date Freight costs change,so if orders do not ship within 30 days of signed quote AND payment,shipping will be recalculated and new amount applied attime nfshipment Any applicable tax will beadded tnfinal invoice One menu layout design and THREE revisions are offered forfree.Starting on the fourth revision there will be additional charges at $1OO/hnu, AJ96credit card processing fee will apply for any amount over$1'OOO Signature Signature Date Printed name Questions?Contact me Laura Paff Inside Sales Manager I North America East Ipaff@howardcompany.com +1 (262)317-7754 The Howard Company, Inc. 1375 N Barker Road Brookfield, WI 53045 US DESIGNERS&FABRICATORS OF CANVAS &VINYL PRODUCTS SINCE 1925 RECEIPIENTS OF OVER 24 ' r al"MRican It, INTERNATIONAL AWARDS... g' OVER 50 YEARS OF EXPERIENCE _ UNDER THE SAME OWNERSHIP r1A awninGwww.wpbawning.com 111111141 0 R14 W IN P11111111 vy INC. YCA1.. .,.....w.. - ..% LOCAL: (561)-832-7123 FAX: (561)-833-9602 TOLL FREE: (800)-427-4865 537 Pine Terrace,West Palm Beach, FL 33405 CONDITIONAL SALES CONTRACT BILLING NAME: ! DATE: 11/9/2020 l BILLING ADDRESS. ATT: Tom [. .... - BILLING CITY/ST/ZIP: BUSINESS PHONE: E. JOB NAME BUD'S CHICKEN &SEAFOOD Ho HON -- HON I JOB ADDRESS: 509 E BOYNTON BEACH BLVFAx: I _ 1 �oBclrY/sT/zIP. BOYNTON BEACH, FL 33435 CELL 561-762-1688 cusronnER o a m 28042 °e ID a 111868 I EMAIL: tom a@budschicken c Com 1-1 Complete ® Recover ❑ Retractable ❑ Supply ❑ Frame Repair Take Down ❑ Rehang ❑ Repair ❑ Wash ❑ Other QtY Style _....._ _ f..... _._.Appx Size Price 10 RECOVER AWNINGS.FABRIC TO BE HEAVY WEIGHT VINYL,COLOR TO BE VARY COBLAT BLUE.10'VALANCE,STRAIGHT HEM $6,380.00 CUSTOMER TO TAKE DOWN AWNINGS AND REPAINT FRAMES. ALL PERMITS AT COST 1 I 1 i ESTIMATED PERMIT COST$ ACTUAL PERMIT COST TO BE BILLED IN ADDITION TO CONTRACT AMOUNT.WE CAN'T GIVE EXACT PRICE DUE TO FLUCTUATING CONDITIONS AT BUILDING DEM. Sales consultant: Joseph Maffei Page Df 3 Signature Required on Pg.3 'FLEASE SIGN&RETURNALL PAGES OF THIS CONTRACT Please Initial p8. American Awnin .Com an. �i Inca; .TERMS AND.CONDITIONS_OF THIS CONTRACT. L, TITLE TO THE GOODS IDENTIFIED IN THIS CONTRACT SHALL REMAIN IN THE SELLER THIRD BUSINESS DAY FOLLOWING THE EXECUTION OF THIS CONTRACT BY GIVING UNTIL SUCH TIME THE CONTRACT HAS BEEN PAID IN FULL IF THE PRICE HAS NOT WRITTEN NOTICE TO THE OTHER PARTY BY EITHER CERTIFIED MAIL OR REGISTERED BEEN PAID IN FULLATTHE TIME OF COMPLETION,BUYER WILL,ATSELLER'S OPTION MAIL THE PARTY INVOKING CANCELLATION UNDER THIS SECTION SHALL NOT BE EXECUTE ANY FINANCING STATEMENT OR OTHER DOCUMENT NECESSARY TO LIABLE TO THE OTHER PARTY FOR ANY DAMAGES INCURRED BY CANCELLATION PERFECT SELLERS SECURITY INTEREST; UNDER THIS PROVISION. 2. PRICES QUOTED ARE VALID FOR A PERIOD OF THIRTY DAYS(30)FROM THE DATE OF 16. THE BUYER WILL DEEM TO BE IN DEFAULT UPON THE HAPPENING OF ANY OF THE THIS CONTRACT. FAILURE TO RETURN THE EXECUTED CONTRACT TO AMERICAN FOLLOWING CONDITIONS: FAILURE TO MAKE PAYMENTS AS SCHEDULED IN THIS AWNING COMPANY,INC'(hereinafter referred to as"American AWninel WILL CONTRACT;REFUSAL TO PROVIDE REASONABLE ACCESS TO THE PREMISES FOR RENDER THIS CONTRACT VOIDABLE BY AMERICAN AWNING. AMERICAN AWNING TO INSTALL THE MATERIALS; BUYERS REFUSAL TO ACCEPT 3 PAYMENT IN FULL IS DUE UPON COMPLETION..A FINANCE CHARGE IN THE HIGHEST DELIVERY OF GOODS OR PERFORMANCE OF THE SERVICES COVERED BY CONTRACT. ALLOWABLE BY LAW WILL BE CHARGED AND ADDED TO ANY AMOUNT WHICH 17„ IN THE EVENT OF A DEFAULT OCCASIONED BY THE BUYERS FAILURE OR REFUSALTO REMAINS OUTSTANDING AFTER COMPLETION,.. ACCEPT DELIVERY OF THE GOODS OR PERFORMANCE OF THE SERVICES COVERED BY 4. A FIRM INSTALLATION DATE CANNOT BE GIVEN UNTIL AFTER ANY NECESSARY THE CONTRACT,THE SELLER WILL BE ENTITLED TO LIQUIDATED DAMAGES IN THE PERMITS HAVE BEEN ISSUED BY THE APPROPRIATE AGENCY, AMERICAN AWNING AMOUNT OF 50%OF THE PRICE STATED IN THE CONTRACT, OR THE DEPOSIT, WILL USE ALL DUE DILIGENCE IN SECURING THE NECESSARY PERMITS,BUT CANNOT WHICHEVER IS GREATER. ESTIMATE ANY INSTALLATION DATE UNTILTHE PERMITS HAVE BEEN ISSUED, 18, IN THE EVENT THAT THE BUYER FAILS TO MAKE ANY SCHEDULED PAYMENT,THE S. ANY ESTIMATED INSTALLATION DATE IS SUBJECT TO ANY CONTINGENCIES BEYOND SELLER SHALL,(10)TEN DAYS AFTER DUE DATE FOR SAID PAYMENT,ASSESS A 1D% THE CONTROL OF AMERICAN AWNING INCLUDING,BUT NOT LIMITED TO: FIRES, COLLECTION CHARGE FOR SAID PAYMENT. FURTHER,SHOULD IT BE NECESSARY TO STRIKES,WALK-OUTS,INABILITY TO SECURE MATERIALS,LABOR,TRANSPORTATION, RETAIN AN ATTORNEY AND INSTITUTE SUIT OR COLLECTION OF SAID PAYMENTS, INCLEMENT WEATHER,ACCIDENTS,AND ACTS OF GOD. IN THE EVENT OF THE THE BUYER WILL BE RESPONSIBLE FOR ANY COURT COSTS ACTUALLY INCURRED, OCCURRENCE OF SUCH CONTINGENCY THE ESTIMATED INSTALLATION DATE SHALL AND ATTORNEY'S FEES.: BE EXTENDED BY THE DURATION OF SUCH CONTINGENCY, OR SUCH OTHER 19 ANY DISPUTES ARISING OUT OF THIS CONTRACT WILL BE GOVERNED BY THE LAWS REASONABLE TIME AS AGREED TO BY THE PARTIES. OF THE STATE OF FLORIDA AND IN THE EVENTTHAT ANY LAWSUIT IS COMMENCED, 6. AWNING FABRICS USED BY AMERICAN AWNING HAVE BEEN TREATED BY THE VENUE SHALL BE IN PALM BEACHCOUNTY. MANUFACTURERS OF SUCH FABRICS WITH A WATER REPELLENT AND MILDEW 20. IN THE EVENT THE BUYER COMMENCES ANY LEGAL PROCEEDINGS AS TO A INHIBITOR. AMERICAN AWNING DOES NOT WARRANT OR GUARANTEE THAT THE PROVISION CONTAINED IN THIS CONTRACT,AMERICAN AWNING WILL BE ENTITLED MATERIAL OR VINYLS WILL NOT MILDEW OR BECOME NON-WATER REPELLENT. TO ITS FEES AND COSTS INCURRED IN THE DEFENSE OF SAID LAWSUIT IF THEY ACRYLIC MATERIALS ARE NOT 100%WATER PROOF,AND THEY HAVE A TENDENCY ULTIMATELY PREVAIL TO LEAK WHEN WET(SUNBRELIA,DICKSON CONSTANT,ULTRAFABRIC). 21. IN THE EVENT OF THE BREACH OF ANY PROVISION OF THIS CONTRACT,AMERICAN 7, THE NEW VINYLS AND ACRYLICS WHICH ARE AVAILABLE THROUGH AMERICAN AWNING RESERVES THE RIGHT TO TAKE ALL REASONABLE,LEGAL STEPS,INCLUDING AWNING DO NOT PROVIDE A WRINKLE FREE AWNING. THE WRINKLES ARE MOST ENTRY ONTO THE BUYERS PREMISES FOR PURPOSES OF REMOVAL OF ANY AND ALL PREVALENT IN THE VALANCE PORTION OF THE AWNING. AMERICAN AWNING WILL MATERIALS SUPPLIED BYAMERICAN AWNING. USE ITS BEST EFFORTS TO MINIMIZE THE WRINKLES BUT DOES NOT GUARANTEE AN 22. IN THE EVENT ANY PROVISIONS OF THIS CONTRACT IS DEEMED TO BE AWNING MANUFACTURED TO BE WRINKLE FREE. UNENFORCEABLE UNDER FLORIDA LAW, SAID PROVISIONS SHALL BE DEEMED 8. EXCEPT FOR THE WARRANTY THAT THE GOODS ARE MADE IN A WORKMANLIKE STRICKEN FROM THE CONTRACT AND THE REMAINING TERMS AND CONDITIONS MANNER AND IN ACCORDANCE WITH THE SPECIFICATIONS THEREFORE SUPPLIED OR SHALL REMAIN IN FULL FORCE AND EFFECT. AGREED TO BY THE BUYER AND IDENTIFIED ON THE FACE OF THIS CONTRACT,AND 23. BUYER HEREIN AGREES TO INDEMNIFY AND HOLD HARMLESS AMERICAN AWNING ARE MADE PURSUANT TO SELLERS CUSTOMARY MANUFACTURING PROCEDURES, FOR ANY LIABILITY FOR ANY PERSONAL INJURIES OR PROPERTY DAMAGE SUSTAINED SELLER MAKES NO WARRANTY EXPRESS OR IMPLIED;AND ANY IMPLIED WARRANTY BY ANY AGENT SERVANT AND/OR EMPLOYEE OF THE BUYER AND/OR ANY PERSON OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEEDS NOTA PARTYTO THIS CONTRACT. THE FOREGOING WARRANTY IS HEREBY DISCLAIMED BY SELLER AND EXCLUDED 24, POOL WHEN WORK IS DONE NEAR A POOL,CUSTOMER SHALL BE RESPONSIBLE TO FROM ANY AGREEMENT MADE BY ACCEPTANCE. SELLER WILL NOT BE LIABLE FOR VACUUM THE POOL IMMEDIATELY EACH DAY FOLLOWING WORK DONE BY ANY CONSEQUENTIAL DAMAGES,LOSS OR EXPENSE ARISING IN CONNECTION WITH AMERICAN AWNING: THE USE OF ORTHE INABILITY TO USE ITS GOODS FOR ANY PURPOSE WHATSOEVER. 25. PATIO:OWNER AGREES TO REMOVE ALL FURNISHINGS FROM PATIO BEFORE WORK 9. THE BUYER SHALL,IN WRITING,NOTIFY AMERICAN AWNING OF ANY DEFECT IN THE BEGINS. CONTRACTOR WILL NOT BE RESPONSIBLE FOR DAMAGE DONE TO MATERIALS DELIVERED OR INSTALLED,WITHIN(7)SEVEN DAYS OF RECEIPT OF,OR FURNISHING LEFT ON PATIO AFTER WORK BEGINS; INSTALLATION OF,THE MATERIALS BY CERTIFIED OR REGISTERED MAIL AMERICAN 26. ELECTRIC WORK:ALL ELECTRIC WORK,PARTS,LABOR AND COMPONENTS ARE BY AWNING'S SOLE LIABILITY WILL BE FOR THE REPAIR OR REPLACEMENT,WHICHEVER OWNER OR A REGISTERED ELECTRICIAN. COSTS ARE NOT INCLUDED UNLESS AMERICAN AWNING IN ITS SOLE DISCRETION CHOOSES,OF ANY MATERIAL WHICH IS SPECIFICALLY NOTED ON A CONTRACT.AMERICAN AWNING COMPANY ARE NOT DEFECTIVE. FAILURE TO NOTIFY AMERICAN AWNING WITHIN 17)SEVEN DAYS AS LICENSED ELECTRICIANS. OUTLINED HEREIN VOIDS ANY CLAIM FOR DEFECTIVE MATERIALS WHICH THE BUYER Z7. IN THE EVENT OF A SETTLEMENT(NOT ORIGINAL COST)OF THIS INVOICE,IT IS MAY HAVE AGAINST AMERICAN AWNING. EXPRESSLY UNDERSTOOD BY THE BUYER THAT ALL WARRANTIES EXPRESSED OR 10. A SMALL AMOUNT OF PINHOLES CAN OCCUR WITH A NEW AWNING,THE HOLES IMPLIED SHALL BE NULLAND VOID. WILL NOT ENLARGE.AMERICAN AWNING WILL SEAL THESE HOLES.THE AWNING IS 29. SCHEDULE DELAY:IF CONTRACTOR CANNOT COMPLETE ITS WORK WITHIN 180 DAYS NOT CONSIDERED DEFECTIVE. DUE TO AWNING BEING BUILT IN CONNECTION WITH NEW BUILDING 1L IT IS UNDERSTOOD BY THE PARTIES THAT ANYTHING SAID ABOUT THE CONSTRUCTION OR OTHER REASONS BEYOND CONTRACTORS CONTROL, THE MANUFACTURER AND/OR INSTALLATION OF THE PRODUCT BY AGENTS OR ADDITIONAL COST, PWS OVERHEAD AND PROFIT TO COVER ANY INCREASE IN REPRESENTATIVES OF THE SELLER WERE MERELY EXPRESSIONS OF OPINION BY LABOR OR MATERIALS,WILL BE DUE CONTRACTOR ON DEMAND. THOSE INDIVIDUALS,AND THAT THERE ARE NOT EXPRESS WARRANTIES EXCEPT AS 29. AWNING LOCATION,SIZE,SHAPE:THE SALES PLAN HEREIN SIGNED BY THE OWNER IS TO THE DESCRIPTION OF THE MATERIALS CONTAINED H EREIN. PART OF THIS CONTRACT AND SHALL TAKE PRECEDENCE OVER THE CONSTRUCTION 12. THIS WRITTEN AGREEMENT IS INTENDED AS A COMPLETE AND EXCLUSIVE PLAN WHERE DISCREPANCIES OCCUR. MINOR VARIATIONS IN DIMENSIONS ARE STATEMENT OF THE TERMS OF THE AGREEMENT BETWEEN THE PARTIES AND 15 NORMAL AND SHALL NOT AFFECT THE VALIDITY OF THIS CONTRACT. THE OWNER INTENDED TO TAKE THE PLACE OF ANY PRIOR AGREEMENTS AND TO EXCLUDE ANY SHALL CHECK THE LOCATION,SIZE AND SHAPE BEFORE WORK BEGINS AND ASSUME ORAL AGREEMENTS THAT THE PARTIES MAY HAVE HAD WITH REFERENCE TO THE THE FULL RESPONSIBILITY. GOODSTHAT ARE DESCRIBED HEREIN. 30, OWNER INCURRED EXPENSES: NO OWNER MAY INCUR ANY EXPENSES TO BE 13. ANY CHANGES MADE BYTHE BUYER TO THIS CONTRACT ARE SUBJECT TO APPROVAL CHARGED TO THE CONTRACTOR OR CREDITED AGAINST THIS CONTRACT WITHOUT AN ACCEPTANCE BY AMERICAN AWNING AS CONTRACT MODIFICATIONS. IF PREVIOUS WRITTEN APPROVAL BY THE CONTRACTOR. AMERICAN AWNING DOES NOT OBJECT TO THE CHANGES WITHIN(7)SEVEN DAYS 31. PERMITS:CUSTOMER WILL BE RESPONSIBLE FOR ALL UP FRONT COST OF TRYING TO OF RECEIPT OF SAID CHANGES,THE CHANGES ARE DEEMED ACCEPTED AND ARE OBTAIN PERMIT,INCLUDING ENGINEERING,PERMIT EXPEDITOR COST AND ANY UP BINDING. AMERICAN AWNING RESERVES THE RIGHT TO REJECT ANY CHANGES FRONT FEES BY CM OF COUNTY BUILDING DEPARTMENT THAT ARE NOT AND/OR VOID THE CONTRACT WITHIN (7) SEVEN DAYS OF RECEIPT OF SAID REFUNDABLE. IF PERMIT CANNOT BE OBTAINED,MONIES WILL BE DEDUCTED FROM CHANGES. DEPOSIT TO COVER COST.IF CUSTOMER DECIDES NOT TO PROCEED ANY FURTHER 14, ANY CHANGES REQUESTED AFTER THE EXECUTION OF THE CONTRACT SHALL BE BY WITH PERMIT APPLICATION DUE TO ADDED COST OF OBTAINING THE PERMIT,ALL WRITTEN CHANGE ORDER ONLY,ALL CHANGES REQUESTED IN WRITING BY BUYER COST UPTO THAT POINT WILLBE DEDUCTED FROM DEPOSIT. ARE SUBJECTTO APPROVALAND ACCEPTANCE BY AMERICAN AWNING, 15, EITHER PARTY TO THIS CONTRACT HAS A RIGHTTO RESCIND THE CONTRACT OR MAY CANCEL THE CONTRACT BY EXERCISE OF SUCH RIGHT UNTIL MIDNIGHT OF THE Page 2 of 3 Signature Required on Pg.3 PDAs£SIGN 9 RETURN ALL PAGES OF THIS CONTRACT Please initial pg. AM ERIC I ANAWNINSCOMPANY,INC DETAIL SHEET Fabric pattern 536 Fabric color COLBALT BLUE Fabric to be ® Trivantage Patio 500 16-1 a 7 oz, Fabric Other. .__ ....... .. _...�.� Fabric to be Glen Raven Sunbrella 10.10 oz. Fabric Other: Stripe awning N Y❑ Stripe size: Other Binding color Valance depth 10" Scallop# STRAIGHT HEM Appliqu6 Outside N ," Y Applique fabric# Applique color Applique Inside _.._....e__ .N® Y❑ ._.... ._a _ _. .. .. _ w _.... w Sign painting N❑ Y❑ N { Y❑ Frame painting ❑ Acrylic Latex ❑ Epoxy/Urethane Frame to be painted(2)coats to match underside of Fabric. Frames to be constructed of sch.40 galvanized pipes.All weld connections shall be fully welded(U.O.N.),welds to comply with i A.W.S.code,all welds primed with 95%pure zinc(steel frames only).No frame painting unless noted above.Fabric to have electronically heat sealed seams where possible,all other seams to be sewn with polyester thread.Vinyls and acrylic fabrics carry a five year manufacturer prorated warranty.Awnings to have white thread,binding,and rope unless otherwise noted.Awning fabric seams will not line up with rafter pipe members. .. ........._., , Options/Notes: I ACCEPTANCE OF PROPOSAL....the prices,specifications and conditions on this contract are hereof satisfactory and are hereby accepted—,.You are authorized to do the work specified.Payment will be made as outlined below.This contract includes all of the following:page 1 scope owork,Pg 2 Terms&Conditions,Pg 3 Awning detail sheet.Please initial Page 1&2 and sign Page 3.Please do not sign if you have not received all 3 pages. i Terms: Complete Frame&Fabric:50%deposit,25%after frame install,25%COD Recover/Other:50%&50%COD s 1 agree to pay the total price j 6,380.00 This is a lump sum contract.Y2 DEPOslr$ 3,190 00 - _ ._.� CUSTOMER SIGNATURE _. DATE: w� e . PRINTED NAME: ❑ PROPERTY OWNER ❑ OWNERS REPRESENTATIVE THE OF YOUR TITLE COMPANYNAME Received Deposit Check YES NO Check#_ Amount$$ SALES CONSULTANT SIGNATURE: y PRINTED NAME: y DATE: y 1 Joseph Mattel 17!9!2020 Page 3 of 3 Signature Required on Page 3 PLEASE"SIGN&RETURN ALL PAGES OF THIS CONTRACT Please initial pg. 10704 Misty Lave Royal Palm Beach, FL -3-341-1 A►L:jamesgaritson@kotmaii.com officel err 561-248-5318 Fax: 561-228-0774 0774 PROPOSAL CONTRACTOR: DATE: 3-11-21 ATTENTION: TOM JOB: BUDS 509 EAST BOYNTON BCH BLVD PRESSURE CLEAN ALL CURBS,WALL AT ROAD, SIGNS AND BUILDING. PREP AND APPLY 2 COATS OF SUPER PAINT SATIN TO BUILDING (URBAN PUTTY), ALL TRIM (GRECIAN IVORY)AND ALL SIGNS. $4,000.00 AWNING SUPPORTS WILL BE PREPPED,WIPED WITH SOLVENT AND PAINTED WITH 2 COATS OF DTM GLOSS. $950.00 REMOVE AWNINGS $300 SIGN- LOW PRESSURE WASH, PREP, SEAL AND PAINT. $550.00 QUALITY OF WORK:All work shall be performed in a professional,workmanlike manner and all materials shall be new and of first class quality and according to standard practices.Any alteration or deviation from the above specifications involving extras will be executed only upon written change orders and will become an extra charge to the above estimate.All agreements are contingent upon strikes,accident or delays beyond our control.This proposal is valid for(30)days and is void thereafter. SUBCONTRACTOR: GARITSON PAINTING INC. DATE: 3-11-21 AUTHORIZED SIGNATURE: ACCEPTANCE OF PROPOSAL The above prices,specifications and conditions are hereby accepted.You are authorized to do the work as specified.Payment will be made as outlined above. PROPOSAL ASSIGNED TO: DATE: 3-11-21 AUTHORIZED SIGNATURE: 14545j South Military Tr #126 os Delray Beach, FL 33484 (561)301-7948 ,u;°l��'`€ter fresh.cuts.sol utions@gmai1. FRESH' com LANDSCAPE Estimate ADDRESS ESTIMATE# 1127 Bud's Chicken &Seafood DATE 03/15/2021 518 Industrial Ave Bay#12 Boynton Beach, FL 33426 DATE ACTIVITY QTY RATE AMOUNT Croton 15 40.00 600.00 7 gallon Green Island Ficus 145 10.00 1,450.00 3 gallon Coco Plum 28 10.00 280.00 3 gallon Capella 17 10.00 170.00 3 gallon Panama Rose 15 10.00 150.00 3 gallon Podocarpus 29 40.00 1,160.00 7 Gallon Trinette 39 10.00 390.00 3 Gallon Sabal palm 2 450.00 900.00 14 ft Pidgeon Plum 2 600.00 1,200.00 12 ft East Palatka Holly 2 500.00 1,000.00 45 Gallon 14 ft Hibiscus 2 175.00 350.00 25 gallon Sod Installation 1 1,000.00 1,000.00 2 pallets Irrigation 1 2,500.00 2,500.00 ................................. .......................... ...................................... ....................... ....................... ................................. ........................... TOTAL $11 ,150.00 Accepted By Accepted Date 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.F. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $1,569 for Boardwalk Italian Ice & Creamery, LLC located at 209 N. Federal Highway SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. On November 10, 2020, the CRA Board approved a Commercial Property Improvement Grant to Boardwalk Italian Ice & Creamery located at 209 N. Federal Highway in the amount of $9,269.33 which included an additional 20% contingency for exterior and interior improvements including exterior and interior paint, refreshed landscaping, new flooring and countertops totaling a project estimate of $15,448.89 (see Attachments I-IV). On November 18, 2020, Boardwalk Italian Ice & Creamery completed their project items associated with the Commercial Property Improvement Grant which came to a final total of $17,501,46. Per the grant, they were reimbursed 50% of their final project costs less $115 for the required City lien search. They were reimbursed $8,635.73 in accordance with the terms as outlined in the Program application (see Attachment V). In addition, as outlined in the Commercial Property Improvement Grant, previous grant recipients that received less than the maximum amount of grant funding are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Because Boardwalk Italian Ice & Creamery received a total of $8,635.73 in 50% matching funding and did not max out the grant maximum for Tier I businesses in 50% matching funding of $50,000, they are eligible to reapply for the installation of security cameras. Boardwalk Italian Ice & Creamery is requesting $1,569 as 50% matching reimbursable funding for the installation of security cameras based on the provided quote totaling $3,138 (see Attachment V I). If approved, the applicant is eligible to receive a maximum grant of $1,569 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $1,569 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $1,569 to Boardwalk Italian Ice & Creamery, LLC located at 209 N. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Lease D Attachment IV - Project Quotes for Property Improvement D Attachment V - Final Reimbursement Breakdown D Attachment VI -Security Camera Quote V1 �a B TO OYN N BEACKCRA COMMUNffY REDEVELOPMENT AGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initials Page 1 of 17 Property Improvement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://www.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com or view the attached brochure. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). Initials Page 2 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • Grant funding amounts will be based on the applicant's project budget, specified at the time of the BBCRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. Initials ' Page 3 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • The property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent) and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award. Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood &fire • Signage including exterior and suppression • Doors/windows interior lighting Initials Page 4 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building • Painting • Fencing (excluding • Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and • Security stations— See attached water heating — See cameras/system** ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) ** Notwithstanding the limitation that grants may only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Massage/Personal Services • Medical Research Centers/Housing • Firearm Sales/Shooting Ranges • Massage/Personal Services • Religion- Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the • CBD Retail Stores BBCRA Area Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All Initial ; Page 5 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20% for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Bakery • Gourmet Food Market • Hotels/Motels/Bed and Breakfast Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design —home • Boutiques — clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Facilities—yoga, dance • Insurance Offices exercise, martial arts, etc. • Take Out Restaurants • Auto Services Facilities — repair, • Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses — approvals per fiscal year) stationary, gifts, sporting goods . Florists (no more than two approvals per fiscal year) Initials .,4 /214 Page 6 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Other commercial facade only improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBCRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting Initials y Page 7 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of$100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). Initials ; ' Page 8 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 33435. Phone (561) 742-6000. Approval of Funding Request All re wired documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Initials ;; Page 9 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work must be completed and paid for by the applicant prior to the release of BBCRA funds. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3) days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the Reimbursement Request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 4. A minimum of 4 color"after" photos of the project. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. Initials ; Page 10 of 17 �— Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 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 BBCRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding Initials Page 11 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTON "m f'r CRA COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): . T°' L i ". Current Business Address: Fed ID#: 7 35c, Business Phone Number: Cell:b> "�" / - e Website: 21 C -_Lci LJ Existing Business: Yes ` No Number of years in existence: Time at Current Location: v New Business to Boynton Beach: Yes No V/ Do you have an executed lease agreement: Yes J No_ If so, monthly base rent: o~ -7 New Business Address (if applicable): 'V Square footage of current location: loco Square footage of new location: Type of Business: TAxF rnr:T aEs7-A u eA 147 Tier 1 Business: ❑ Tier 2 Business:)< Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: Hours of Operation: 6—Ti-1 !/err,--` dl rn-/cpM List of improvements seeking reimbursement for: I N7/nl C bF ZJ7-'F_RJ©R. 4- TFQf0R— / Requested grant amount: f 9"Isep �,�cu�� ,�' P7"MC N? t a7 Page a2 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com � t y hMr�� BOYNTON '*"'"""'BEACH �'-iCRA WAUM APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: >/O E: 14" Date of Birth: 3 % Email: UK ) Ae3L , Co�j Residential Address: `d O t7 q: lo Cell Phone Number: 5Q- 2. Principal/Owner Name: R L Date of Birth: 2 % Email: 3/ J 1R y u!L 60 f_ , CQ Residential Address: Cell Phone Number: 5(/- - 3c 3. Principal/Owner Name: Date of Birth: 2-9 rir G Email: NH39470 ck. / n, Cr t:j Residential Address: Cell Phone Number: 9.54- 14 J%o 0 4. Principal/Owner Name: _. Date of Birth: / L ',fay Email: MPfjUt T u/C `7 VAHoo, CaDo Residential Address: (a 2 3 Cell Phone Number: Are you applying for grant assistant under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: Page 13 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO BEACH ' II RA REDEVELOPMENT1COMMUNITY APPLICANT INFORMATION r Are you receiving grant assistance under any other governmental agencies: Yes J No W If yes, list any additional grant sources and amounts: /S f n LANDLORD INFORMATION: Landlord Name: 2 01 Landlord's Mailing Address: T� C z`/0 aY S. (30 vjr, Landlord's Phone Number:. CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. 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 Initials Page 14 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com a S t BOYNTONi "' BEACH CRA y REDEVELOPMENTCOMMUNffY AGENCY APPLICANT INFORMATION understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initials Page 15 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTON BEACK�CRA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION APR,LICANT SIS ATURES: �tafgog6) Pnnc is Signature Date • T le Pri ted N e T le 2. P 'ncip /Owner's S' natu, Printed Name itl ,r 3. dIcipal/ ner's i nat re ate Printed Name Title 4. Rµ' . . . fo2. 2- Principal/Owner's Signature Dat .rT Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually r STATE OF t�fi COUNTY � BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared v �. , who is/are personally known to me or produced fkXjej k, as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING,�have set my hand and officialpezil in the State and County aforesaid on this d 20 b P�arARY PUBLIC J1 ^gyp My Com N?, Notary public State of Florida ' Renee wi{aon Page 16 of 17 my coanmisalon GG 1osa2a Expires 09=12021 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com { B To OYNI Ma" mBEAC COMMUNffY REDEVELOPMENT AGENCY LANDLORD INFORMATION LANDLORD SIGNATURES: Land/ 's Sig te -T1,a r - l Aruw,,A.-�Z4> Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used if signing individually STATE OF C1 0r1 COUNTY OFAl►� Bpac k- BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared _'t 5 C a.m&I is r who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGQING, I have set my hand and official seal in the State and County aforesaid on this Z�"— day of Vc 207-0 fa--tvao'.- E. tcvL�4, OTARY PUBLIC PATRICIA E.NOBLE£ My Commission Expires: N ,*: MY COMMISSION 1i GG 134j o: EXPIRES:Augus113.202 °pbonded Thu Notary Pubic Unda Page 17 of 17 Property Improvement 100 East Ocean Avenue,4" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 11/2/2020 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } ir RTr ae44 4; ,.ho"''? 1 , yak e uc ,ti, Search by Owner,Address or Parcel16; 1 FNFEDERAL 1 _s.0OLU Record g i�wners I LLCerty Detail N FEDERAL HWY . ...y BOYNTON BEACH - f�£iJ i£ -i Paii No. 08434528030010121 I i�i� I z�e2 rt yfi Su,divi�,:,rl BOYNTON TOWN OF IN Ih�t s ££ G ^( £ I tf� £ II��(«fl�F tiiipl�'FVk�}kU�titt� ��j�i � I��Irr££1" `Ilt$� fl4r�elE ce si Book 26638 .Page 879 Sale Da e=. FEB-201 4 1629KSTNWMai iii -- Addless WASHINGTON DC 20006 1642 - e\�}) �I J.e. e 1 100-STORES .al S t e e 1035 Sales Information Sales Date Price SFSj Y4 f 4 II \r, f '7 FEB-2014 345000 AUG 1999 140000 Appraisals Tax Year 2020 Improvement't .ue=. $72,290 .. t..w= 8358,375 Y x '- E:Jcean Ave _ o�CeaSrAYtd\EIy 'u I ..0;a ?a_ce...,t�..ue=. $430,665 '�tl ,nj'. �I 1� All values are as of January 1st a Fue t s 4. each year Oj Au IfSU 14� -1 i, Fs �FF1 X31 Assessed/Taxable values1I� � ��,fi �� u�� < s I � S Tax Year 2020 r I i - fl^,^,e^,^,t Value $398,750 s0 iaxabie Value $398750, U Taxes 6 £iNk�SS�,ie,��t n £� F�y'uZ�IFt �3+h 14f, 41 yz Tax Year 2020 Ad T. .eR m $8,756 r, f x Norl Adl..,.,,e'-.n $467 < I it } £r1 u r bN i� 14 t\ rau�4 oi�aix $9 z z 3 ' ' I�£ia �,£ fl11�N- tIII i,� , v< ,-.yr v, yr o a ts`friflA tr�h=3W ee}sr�}� 1 ,r` �i lr e Sl 1r 1 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434522000007020 1/1 FIRST LEASE MODIFICATION AND EXTENSION AGREEMENT &" This Lease Modification And Extension Agreement("Extension'),dated this day of 9 p- 2020;is entered into between 209 N.FEDERAL,LLC(referred to herein as"Lessor"),and The Boardwalk Italian Ice&Creamery,LLC(referred to herein as"Lessee"). RECITALS A. Lessor and Lessee entered into that certain Lease dated April 3,2015 for the Premises,(as hereinafter defined),consisting of a building containing approximately 1,034 rentable square feet on that certain commercial real property located at 209 N.Federal Highway in Boynton Beach,FL ("the Property")as hereinafter defined; B. The parties desire to renew the Lease by extending the term thereof and to otherwise modify certain provisions of the Lease;all as specifically stated herein. THEREFORE, in consideration of the mutual covenants expressed herein and other valuable consideration,the receipt of which is hereby acknowledged,the Parties agree as follows: 1. Recitals. The foregoing recitals are true. 2. Renewal Term: The term of the Lease shall be extended for an additional period of Five(5)year commencing on November 1,2020 and expiring on October 31, 2025,unless sooner terminated pursuant to the provisions of the Lease(the"Renewal Tenn"). 3. Monthly Gross Rent: During the Renewal Term,the Monthly Gross Rent shall be as follows: Months Monthly Gross Rent 11-1-20 to 10-31-21 $2,476.12 11-1-21 to 10-31-22 $2,476.12 11-1-22 to 10-31-23 $2,550.40 11-1-23 to 10-31-24 $2,626.92 11-1-24 to 10-31-25 $2,705.72 Lessee agrees to pay the Monthly Gross Rent in equal monthly installments at the place provided in the Lease on the first(1st)day of each month, in advance(subject to adjustment in accordance with the other provisions of the Lease), plus all other amounts due or that may become due under the terms of the Lease. 4. Except as modified by this Extension, the Lease and all the terms,covenants, conditions and agreements thereof are hereby in all respects ratified,confirmed and approved. Lessee hereby affirms that on the date hereof no breach or default by Lessor has occurred and that the Lease, and all of its terms, conditions, covenants, agreements and provisions, except as hereby modified, are in full force and effect with no defenses or offsets thereto, and Lessee hereby releases Lessor of and from all liabilities, claims, controversies, causes of action and other matters of every nature which,through the date hereof,have or might have arisen out of or in any way in connection with the Lease and/or the Premises and Property demised thereunder. 5. This Extension contains the entire understanding between the parties with respect to the matters contained herein. Except as modified by this Extension, the Lease shall remain unchanged and shall continue in full force and effect. No representations, warranties, 1 covenants or agreements have been made concerning or affecting the subject matter of this Extension, except as are contained herein and in the Lease. This Extension may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver,change or modification or discharge is sought. 6. Lessee hereby represents and warrants to Lessor that: (a)Lessee is in good standing under the laws of the State of Florida; (b) Lessee has full power and authority to enter into this Extension and to perform all of Lessee's obligations under the Lease, as amended by this Extension; and (c) each person (and all of the persons if more than one signs) signing this Extension on behalf of Lessee is duly and validly authorized to do so. 7. Remaining Terms & Conditions. All other terms and condition of the Lease which are not inconsistent with the terms hereof shall remain in full force and effect. The parties hereto have executed this Modification and Extension as of the date first above written. Signed, Sealed,and Delivered in the Presence of: LESSOR:209 N.FEDERAL,LLC By: FDC Enterprise Investments, 1 LC Its: Manager/Member By: .a. F.Davis C, nalier Its: Managing Member SEE: The Boar Tian Ic cry,LLC B I G R NT Y: Gua a or: Jose h M.I u uk B : G ntor: Barbara A.H `kuk By: Guarant Michael ain B /1 uarantor: Jo ort (� B ° Guar tor: i el 2 Between 209 N. Federal, LLC and The Boardwalk Italian Ice & Creamery, LLC LEASE 5-C 0io 1. BASIC LEASE INFORMATION 1 TERM 1 RENT 4. SECURITY DEPOSIT 5, LATE CHARGES 6. CONSTRUCTION AND DELIVERY OF T14E PREMISES TO LESSEE 7. MAINTENANCE AND REPAIR S. ACCESS TO PREMISES 9, ASSIGNMENT OR SUBLETTING 10. CONDITION OF PREMISES 11. RULES AND REGULATIONS 12. LESSEE IMPROVEMENTS 13. COMPLIANCE WITH LAWS 14. INDEMNITY AND INSURANCE 15. DAMAGE 16. LESSEE'S PROPERTY AND BUSINESS OPERATION 17. CONDEMNATION 18. DIPLECTC HARGES 19. QUIETENJOYMENT 20. SUBSTITUTE PREMISES 21. SUBORDINATION 22. POSSESSION BY MORTGAGEE AND LESSEE'S ATTORNMENT 23, EVENTS OF DEFAULT 24. REMEDIES CUMULATIVE 25. A'I'FORNEYS'FEES AND INTEREST 26. NO WAIVER 27. LESSOR'S PROPERTY 28. RADON GAS 29. GENDER 30. CAPTIONS 31. COUNTERPARTS 32. FORCE MAJEURE 33. ALTERATIONS 34, LESSOR'S LIEN 35, BROKERS 36. WAIVER OF JURY TRIAL 37. TIME OF THE ESSENCE 38. HAZARDOUS WASTE 39. NO PARTNERSHIP 40. NOTICES 41, ENTIRE AGREEMENT 42. BENEFITS AND BINDING EFFECT 43. SEVERABILITY 44, NON-DISCLOSURE OF TERMS 45. RECORDING 46. ABANDONMENT AND PERSONAL,PROPERTY Attachments: Lessee's Work Rider Lessor's Work,Rider Extension Rider Guaranty Rules and Regulations Sign Rider Restaurant Rider Site Plan Relocation Rider Lease This Lease is made and entered into by and between 209 N.Federal,LLC ("Lessor")and The Boardwalk Italian Ice&Creamery,LLC("Lessee") For and in consideration of the mutual covenants contained herein, Lessor leases to Lessee and Lessee leases from Lessor the Premises, (as hereinafter defined), consisting of a building containing approximately 1,034 rentable square feet on that certain commercial real property located at 209 N. Federal Highway in Boynton Beach, FL ("the Property") as hereinafter defined)subject to the terms and conditions of this Lease. I BA$11C LEASE (a) Information (1) Date of Lease: 2015 (2) Lessor: 209 N.Federal,LLC (3) Lessor's Address: 9804 S.Military Trail,Suite E I I Boynton Beach,FL 33436 (4) Payment Address: 98048.Military Trail,Suite E 11 Boynton Beach,FL 33436 (5) Lessee: The Boardwalk Italian fee&Creamery, LLC (6) Lessee's Address: 209 N.Federal Highway,Boynton Beach, FL 33426, (7) Building Address: 209 N.Federal Highway,Boynton Beach, FL 33426, (8) Premises: The building shown on the Site Plan containing approximately 1,070 square feet.. (9) Property: The commercial real property shown on the Site Plan consisting of approximately 14,336 square feet, (10) Use, The Premises shall be used as an Italian Ice and Creamery engaged in the sale of seaside/carnivaUboardwalk style desserts and treats for on and off Premises consumption and such other similar services as may be necessary or incidental thereto and for no other purpose. The Premises shall not be used for any illegal purposes, nor in any manner to create any nuisance, trespass, nor in any manner in violation of existing laws,codes or ordinances. (1 1) Term: Five(5)Years (12) Commencement Date: Upon mutual lease execution. (13) Termination Date: Sixty(60)months from Rent Commencement,provided however that if the Termination Date,as determined herein, does not occur on the last day of a calendar month,the Lease Term shall be extended by the number of days necessary to cause the Termination Date to occur on the last day of the last calendar month of the Lease Term. Tenant shall pay Gross Rent,Percentage Rent and Additional Rent for such additional days at the same rate payable for the portion of the last calendar month immediately preceding such extension. (14) Initial Deposit: $4,664.00 consisting of a security deposit of $2,332.00 and first months rent of $2,332.00.(Includes sales tax) (15) Rent Commencement Date: The earlier of(i)the date Lessee opens for business in the Premises or(ii)One Hundred Eighty(180)days from the delivery of the Premises from the Lessor. (16) Monthly Gross Rent: Year I -$2,200.00 per month commencing on Rent Commencement Date(as defined above)and ending 12 months thereafter. Each anniversary thereafter,rent shall increase by 3%over the amount charged in the year immediately preceding. The Gross Rent shall include any and all Operating Expenses.Insurance charges and Real Estate Taxes incurred by Lessor with respect to its ownership of the Property. (17) Total Monthly Gross Rent: $2,332.00(Monthly Gross Rent until adjusted including applicable Florida sales tax.) (18) Extension Option: Number of Extensions: One(1) Length of Extension: Five(5)Years Rent shall increase annually by 3%over the amount charged in the year immediately preceding. Option Notice: 180 days written notice prior to lease termination, subject to terms of Extension Rider, (19) Broker: Gulfstream Commercial Realty,LLC (20) Guarantor: Joseph M.&Barbara A.Hurtuk,Michael Swain&Joseph M.Hurtuk,III (21) Lessee's Allowance. Up to$20,000.00 subject to the provisions of the attached Lessee's Work Rider. (b) Definitions: In addition to the terms that are defined above and elsewhere in this Lease,the following terms are defined hereinafter. (1) "Additional Rene' means all other sums in addition to Gross Rent and Percentage Rent that are due frorn Lessee to Lessor under the Lease including sales taxes, all other taxes now or hereafter imposed by governmental or quasi- governmental authorities assessed against the Property, late charges, direct charges and all other sums which are by the terms of the Lease due from Lessee to Lessor. (2) "Building"means the building located on the Land(as hereinafter defined) in which the Premises are situated. (3) "Property" means the development consisting of the Land and all improvements built on and to the Land including without limitation the Building, and the parking areas,roadways,pedestrian sidewalks,driveways,whether open or closed,delivery areas,trash removal areas,landscaped areas and all other areas or improvements(as hereinafter defined). (4) "Lease"means the body of the lease together with all exhibits,riders and attachments. (5) "Lease Year" means each consecutive twelve (12) month period, beginning on the Rent Commencement Date. (6) "Rent"means the Monthly Gross Rent and Percentage Rent which shall be paid to Lessor, without any prior demand and without deduction or set-off whatsoever. (7) "Term" means the initial term and where applicable shall include the Extended Term,if any. 2. rERM: `rhe Term of this Lease is as set forth in the Basic Lease Information,beginning on the Commencement Date and terminating on the Termination Date unless renewed in accordance with Section I(a)([9)or terminated sooner. 3. Gross Rent: (1) The Gross Rent shall be due on the first(I")day of every calendar month in equal monthly installments("Monthly Gross Rent"). (2) The Rent shall be paid commencing on the Rent Commencement Date as set forth in the Basic Lease Information and thereafter on the first day of each calendar month. If the Rent Commencement Date is on other than the first day of the calendar month,Lessee shall pay a prorated amount of the Gross Rent for the partial month as well as the Gross Rent and any Additional Rent for the next succeeding calendar month. (3) Lessee's Gross Rent for each "Lease Year" of the Tenn after the initial Lease Year shall be adjusted as stated in Section I(a),Basic Lease Information. (4) All checks or negotiable draft-, for Rent are to be made payable to the order of 209 N. Federal, LLC or such other person or entity as designated by Lessor,and mailed to the Payment Address or to such other address designated by Lessor. Percentage Rent-. (1) In addition to the Gross Rent provided for herein, Lessee shall pay to Lessor that amount, if any, equal to five percent (5%) of Lessee's Gross Sales derived from the Leased Premises during any lease year in excess of the applicable Gross Sales Breakpoint, as hereinafter specified, for such lease year. Within forty-five(45)days after the end of each lease year which falls within the term of this Lease and any renewal terms or extensions thereof, Lessee shall deliver to Lessor a written statement,signed by an officer of the Lessee,certifying the amount of the Gross Sales derived by Lessee from the Leased Premises during the preceding lease year. At the same time Lessee shall pay to Landlord such Percentage Rent as may be due thereon. The percentage rent for each lease year shall be calculated separately for such lease year based on the Gross Sales of the preceeding year and without reference to the volume of sales for any prior lease years. (2) Gross Sales Breakpoint: The Gross Sales Breakpoint for each lease year of the initial to shall be the sum of Two Hundred Fifty Five Thousand and 00/100 Dollars($255,000.00). (3) In the event Tenant exercises its options to extend the to of this Agreement as hereinabove provided, the Gross Sales Breakpoint for each lease year of the respective five-year renewal to exercised hereunder shall remain the sum of Two Hundred Fifty Five Thousand and 00/100 Dollars($255,000.00). (4) Gross Sales: The term "Gross Sales" as used herein shall mean the aggregate gross sales price, whether for cash or otherwise, of all merchandise sold,and gross charges for services tendered, in or from the Leased Premises for such lease year, including, without limitation, proceeds from vending machines, phone orders,and other income from concessionaires. It is expressly understood that the following are not included in the term "Gross Sales": (1)any sales tax or any other tax of any nature that Lessee is required to collect for and pay to any governmental agency; (2) credits or refunds made to customers for merchandise returned or adjusted; (3) delivery charges; (4) sales canceled; (5) allowances or adjustments granted to customers; (6) sales made by Tenant at discount to employees; and (7) any interest, finance charges, service charges or similar charges which may be charged an any credit sales. (5) Records: Lessee shall keep complete and accurate books and records of its Gross Sales made from the Leased Premises,which books and records shall be kept by Lessee at its principal accounting office. All statements of sales shall be treated as confidential by the Lessor and shall be conclusive unless Lessor,within six (6) months after receipt thereof, shall cause the applicable records to be audited in a manner not to unreasonably interfere with Lessee's business by a certified public accountant employed and paid by Lessor. If such audit shall disclose that Lessee's Gross Sales have been under-reported to the extent of ten percent (10%) or more on an annual basis, Lessee shall pay to Lessor as Additional Rent within ten(10)days after demand,the cost of said audit(not to exceed $5.,000.00) in addition to the deficiency in Percentage Rent, which deficiency shall be payable in any event. The rights of Lessor or its assignees in the Rent are absolute and unconditional and are not subject to any abatement,reduction,setoff,defense,counterclaim or recoupment due or alleged to be due to,or by reason of,any past,present or future claims that Lessee may have against Lessor,its assignees or any person for any reason whatsoever. 4. SECURITY DEPOSIT- (a) The Security Deposit shall be paid and delivered to Lessor simultaneously with the delivery by Lessee of this executed Lease. (b) The Security Deposit shall be retained by I..,mor as -security for the payment by Lessee of the Rent and for the faithful performance by Lessee of all the other terms, covenants and conditions of this Lease. Lessor,at Lessor's option and upon prior written notice to Lessee,may,at any time,apply the Security Deposit or any part thereof toward the payment of the Annual Gross Rent,Percentage Rent or Additional Rent or toward the performance of Lessee's obligations under this Lease or all of the foregoing. In such event,Lessee shall pay to Lessor on demand the amount so applied in order to restore the Security Deposit to its original amount. (c) The Security Deposit shall not constitute liquidated damages. (d) Lessor shall return the unused portion of the Security Deposit to Lessee within thirty(30)days after the expiration of the Term if Lessee is not in breach of this Lease. If the Security Deposit is insufficient to cover Lessor's damages, Lessee shall pay on demand to Lessor an amount sufficient to fully compensate Lessor for Lessee's breach. Lessor may,but is not obligated to exhaust any or all rights and remedies against Lessee before resorting to the Security Deposit. Lessor shall not be required to pay Lessee any interest on the Security Deposit nor hold it in a separate account. (e) If Lessor sells the Property, Lessor shall deliver the Security Deposit or the unapplied portion thereof to the new owner. If Lessor delivers the Security Deposit or the unapplied portion thereof to the new owner, Lessee shall took to the new owner only and not to Lessor for the return of its Security Deposit.No mortgagee of the Property will be liable for the return of any portion of the Security Deposit, except to the extent actually received by the mortgagee. (1) If Lessee assigns this Lease,the Security Deposit shall remain with Lessor for the benefit of the assignee and shall be returned, if at all, to the assignee upon the same conditions as would have entitled Lessee to the return of the Security Deposit. 5. LATE-CHAR-GES: (a) If Lessor does not receive full payment of the Rent within five (5)days from the date the Rent is due, Lessee shall, in addition to the payment of Rent, pay a late charge equal to five percent (5%) of the amount not timely paid in order to defray Lessor's additional processing costs. The late charges shall be deemed Additional Rent. (b) If Lessee shall pay Monthly Gross Rent,Percentage Rent or any Additional Rent with a check or bank draft that is returned unpaid or uncollected, Lessee shall pay to Lessor, in addition to the total amount due plus any late charge,a processing fee for each returned check or bank draft in an amount equal to fifty dollars($50.00)or the amount specified by the State of Florida. whichever is greater. In the event that one of Lessee's checks or bank drafts are returned unpaid or uncollected during the Term, Lessee will be required,as a condition of Lessee continuing its tenancy,that all subsequent payments of Monthly Gross Rent, Percentage Rent or Additional Rent be in the form of cashier's checks or money orders. (c) Lessee shall reimburse Lessor upon demand, for all reasonable costs incurred by Lessor in the collection of any sums due to Lessor under this Lease including, without limitation, collection agency fees and attorneys' fees through all appellate actions and proceedings,if any. 6. ( ONSTRUC I ION AND DELIVERY OF THE PREMISES L>~ SLE; (a) All of Lessee's work shall be constructed at the sole cost and expense of Lessee. and shall comply with all building, safety, fire and other codes and governmental and insurance requirements, (b) Lessee shall have no right to enter to occupy the Premises until the same are tendered to Lessee by Lessor. (c) Nothing contained in this Lease will be deemed the consent or agreement of Lessor to subject Lessor's interest in the project to liability under any mechanics'or other lien law. Further, and more specifically, absent Lessor's specific written consent, no person shat I be entitled to a mechanic's or other lien on the Lessor's interest in the project, regardless of any representations made or agreements entered into by anyone. Lessee shall, immediately upon request of the Lessor,execute any memorandum, lease or other documentation to effectuate the purposes of this Section. Lessor shall be entitled to record a memorandum in the public records of the county in which the property is located in order to giver further effect to the terms of this Lease generally and this Section in particular. If Lessee receives written notice that a lien has been or is about to be filed against the Premises or the Property,or that any action affecting title to the Property has been commenced on account of work done by or for or materials furnished to or for Lessee,it will immediately give Lessor written notice of such notice.At least fifteen(15) days prior to the commencement of any work (including but not limited to any maintenance, repairs, alterations, additions, improvements, or installations) in or to the Premises, by or for Lessee, Lessee will give Lessor written notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work. In addition to the above, Lessor will have the right to post notices of non-responsibility or similar written notices on the Premises in order to protect the Premises against any such liens. (d) Lessee shall comply with the requirements set forth in the Lessee's Work Rider. (e) Lessee shall open for business and continuously conduct business within One Hundred Eighty(1 SO)days from the Commencement Date. 7. MAINTENANCE AND REPAIR: (a) Lessee shall,at all times,and at Lessee's expense,maintain the Premises and the Property in a clean, orderly, safe and sanitary condition,. Lessee shall be solely responsible for the extermination of pest, termite, rodent and organisms from the Premises and the Property and, if needed,shall hire an extermination service to treat the Premises and the Property on a regular and periodic,basis. If requested by Lessor,Lessee shall deliver a copy of the extermination service contract for covering these periodic services. (b) Lessee shall be obligated to repair,maintain and replace during the Term (i)any glass windows,doors and door hardware,(I!)interior walls,floor coverings,columns and partitions, (iii) fixtures, (iv) heating, ventilating and air conditioning appliances, (v) plumbing,electrical and sewage facilities,(vi)signage in a neat and attractive condition at all times, and (vii) any and all other appurtenances of the Premises. Lessee shall maintain an annual service contract on the heating, ventilating and air-conditioning equipment with a contractor approved by Lessor and deliver a copy of the contract to Lessor within thirty (30) days from the Commencement Date. Lessee shall be solely responsible to maintain,repair and replace such equipment at its sole expense, including but not limited to the curb on which the air-conditioning unit is placed. (c) Lessor shall not be responsible to make any improvements or repairs to the Premises or Property, and Lessor's sole obligation shall be to keep the Building walls, roof and foundation structurally sound, except that Lessor shall not be responsible to make any of these repairs that are made necessary by any act or neglect of Lessee or any person invited or employed by,or under the control of Lessee. Lessee shall notify Lessor in writing as soon as Lessee becomes aware of any parts or the Property, Building or Premises which as a result of disrepair may cause injury to persons or property or are of an ongoing nature. If Lessor makes repair-,or causes repairs to be made to the Premises, due to Lessee's failure to do so after 30 days written notice,Lessee shall immediately pay to Lessor the costs of some as Additional Rent. Lessor shall not be obligated to commence repairs until Lessee notifies Lessor in writing of disrepair, (d) Lessee shall not at any time leave the Premises vacant, but shall in good faith continuously throughout the Term conduct and carry on in the entire Premises the type of business for which the Premises are leased, in compliance with all applicable Laws (defined below). Lessee shall operate its business with a complete line of full selection and sufficient stock of first class merchandise of current style and type,attractive displays and in an efficient, high class and reputable manner. Lessee shall not permit any objectionable or unpleasant odors to emanate from the Property or Premises,nor place or permit any radio,television,loudspeaker or amplifier on the roof or outside the Promises or where the same can be.seen or heard from outside the Premises,nor place an antenna, awning or other projection on the exterior of the Premises, except for window awnings-, nor take any other action which in the exclusive judgment of Lessor would constitute a public or private nuisance or would disturb or endanger adjacent tenants or invitces or unreasonably interfere with their use of their respective premises. Lessee shall take good care of the Property and Premises and keep the same free from waste at all times. Lessee shall keep the Property,Premises and sidewalks,service-ways and loading areas adjacent to the Premises neat,clean and free from dirt,rubbish, insects and pests at all times,and shall store all trash and garbage within the Premises,arranging for the regular pickup of such trash and garbage at Lessee's expense. Lessee will store all trash and garbage within the area designated by Lessor for such trash pickup and removal and only in receptacles of the size, design and color from time to time prescribed by Lessor. Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas from time to time prescribed by Lessor, (e) Lessee shall not be permitted to store any vehicles in the parking area overnight unless said vehicles are integral to Lessee's permitted business and use. ACCESS TO PREMISES, (a) Lessee shall permit Lessor, Lessor's agents and independent contractors, during customary business hours, but in the event Lessor deems the situation to be an emergency, then at any time, to enter the Premises for (i) the purpose of making inspections and repairs,(ii)removing fixtures,alterations,additions,signs or placards not in conformity with those rules and regulations prescribed by Lessor from time to time,or (iii)exhibiting the Premises for lease,appraisal,sale or mortgage. (b) In addition to the foregoing, Lessor shall have the right within ninety(90) days prior to the end of the Term,to post signs indicating the Premises are available for lease. (c) Nothing herein shall be deemed to make Lessor liable for the condition of the Premises. 9. ASI GIINMIIENT IORSUBLETTING: (a) Lessee shall not assign or sublet any interest of Lessee in the Premises or any pan of the Premises, nor transfer any interest, including, but not limited to mortgaging or pledging Lessee's interest in this Lease or the Premises, unless Lessee has received the prior written consent or Lessor, which Lessor may withhold for any reason in Lessor's sole discretion. Consent by Lessor to one or more assignments, sublettings or transfers shall not operate as a consent to any subsequent assignment,subletting or transfer,each of which shall require Lessor's separate written consent. (b) In the event Lessee wishes to assign, sublet or transfer its interest, Lessee shall deliver to Lessor not less than thirty(30)days prior to the date Lessee and the proposed assignee,sublessee or transferee intend to effectuate the transfer: (1) A copy of a fully executed (except for the requirement of Lessor's consent)assignment,sublease or transfer at least thirty(30)days prior to the date the assignment,subletting or transfer is to be effective;and (2) Reasonably detailed information as to the character, reputation, business experience and financial status of the proposed assignee or subtenant;and (3) Any further information concerning the assignee or sublessee as Lessor may request, including but not limited to the contract for sale and assignment or the sublease between Lessee, as assignor or sublease and the assignee or sublessee,as the case may be. (c) In addition to the foregoing, Lessee shall pay to Lessor a total amount equal to one month of the then current Monthly Gross Rent,payable in two(2)installments. The first installment in the amount of one thousand dollars($1,000.00)shall be delivered with the documentation set forth in subparagraph 9(b)above.The second installment shall be paid prior to Lessor delivering its written consent and only if Lessor acknowledges that the assignee has been approved in accordance with all the to and conditions of Section 9 of the Lease. (d) If Lessee is a corporation, partnership, limited liability company or other legal entity("Entity"),then the transfer of any interest to a party who does not have an interest in the Entity as of the date this Lease is executed by Lessee or the creation of an interest in a party who does not have any interest in the Entity as of the date this Lease is executed by Lessee, shall be deemed an assignment of this Lease that requires Lessor's written consent in accordance with this Section 9.This provision shall apply whether the issuance or transfer is by sale, exchange, merger, consolidation, operation or law or otherwise or whether it occurs in a single transaction or in a series of related or unrelated transactions. (e) In the event of a permitted assignment of this Lease,or subletting of the Premises, Lessee shall remain jointly and severally liable with assignee and sublessee and shall not be released from Lessee's obligations hereunder should any assignee or sublessee fail to fully and faithfully perform each and every to of this Lease,unless Lessee is released, in writing by Lessor.. (f) The proposed assignee shall execute and deliver to Lessor, prior to the effective date of the assignment,a document in form and substance satisfactory to Lessor,agreeing to assume and be responsible for all of the terms of this Lease. (g) By executing the sublease, the subtenant shall be deemed to agree to attom to Lessor,at Lessor's option, if this Lease is surrendered by Lessee or terminated by Lessor due to Lessee's default or by operation of law. (h) No assignment or subletting is permitted to another lessee or occupant of the Premises or the Property, without Lessor's written consent which may be withheld for any reason in Lessor's sole discretion. (i) If Lessor consenLq to an assignment or a subletting but the term of the assignment or sublease has not begun within sixty(60)days after Lessor's consent, Lessor's consent shall be deemed not to have been given and Lessee shall then be required to fulfill all the requirements of this Section 9. 0) In addition to the rights described above, Lessor shall have the right to deal directly and exclusively with any proposed assignee or proposed subtenant. (k) After the assignment or sublease becomes effective,Lessor shall have the right to deal directly with Lessee's assignee in all matters pertaining in any way to the Premises or this Lease,including but not limited to,modifications,extensions and defaults without notifying or dealing with Lessee. Lessee waives the right to receive any notice from Lessor from and after the effective date of the assignment. Notwithstanding the foregoing,Lessor will send notices of default to both Lessee as well as assignee. (1) In no event shall Lessee,as a result of any assignment or sublease,receive monies from such assignee or subtenant in excess of the amount due Lessor by Lessee under the terms of this Lease. Any excess amount shall be payable to Lessor as Additional Rent. (m) Lessor may refuse its consent to the proposed transfer on any grounds in Lessor's sole discretion, and to such extent as the Lessor's consent is directed to reasonableness, (by way of example and without limitation)it shall be reasonable for Lessor to withhold its consent if any of the following situations exist or may exist: (a)the use to which the Premises will be put by the proposed assignee or sublessee (hereinafter collectively referred to as "transferee") is different than the use set forth in Section I(a)(9); (b) the proposed transferee's financial condition is inadequate to support all of the financial and other obligations of Lessee tinder this Lease; (c) the business reputation, experience, background or character of the proposed transferee is not reasonably acceptable to Lessor-,(d)the proposed transferee is not likely to conduct on the Premises a business of a quality substantially equal to that conducted by Lessee; (e) the nature of the proposed transferee's proposed or likely use of the Premises would impose an increased burden on the the Property,or involve any increased risk of the presence, use, release or discharge of Hazardous Waste as defined in Section 38; (f) Lessor has not received assurances acceptable to Lessor in its sole discretion that all past due amounts owing from Lessee to Lessor, if any, will be paid and all other defaults on the part of Lessee, if any, will be cured prior to the effective date of the proposed transfer; (g) Lessor determines that the • annual Percentage Rent,if any,Lessor anticipates receiving from the proposed transferee is less than the average annual Percentage Rent Lessor has received from Lessee during the two(2)years immediately prior to the proposed assignment or sublease;(h) the transfer would breach any covenant of Lessor respecting radius, location, use or exclusivity relating to the Property, conflict with, be incompatible with or have an adverse impact on the tenant mix of the Property; or (i) if Lessor's lender requires, consent to any modification,assignment or subletting,then it shall be deemed reasonable for Lessor to refuse the transfer if the lender does not consent. (o) Lessor shall not be deemed to have consented to a proposed assignment or sublease or otherwise waive any of Lessor's rights or remedies if Lessor accepts a rent payment, a check or negotiable instrument from any party other than Lessee, including but not limited to the proposed assignee or sublessee prior to Lessor's written consent to an assignment or sublease being delivered to Lessee. 10. CONDITION OF PREMISES: (a) Lessee acknowledges that Lessee has inspected the Premises and the Property and acknowledges that the condition of the Premises and the Property is in good order and repair as of the Commencement Date and accepts the Premises and the Property in "AS IS"condition. (b) If Lessor is required to complete certain improvements to the Premises prior to Lessee's occupancy, it shall he deemed that Lessee accepts the Premises and the improvements "AS IS"at such time as Lessee occupies the Premises or within two (2) days after Lessor notifies Lessee that Lessor's work is done,whichever comes first. (c) If requested by Lessor, Lessee shall execute, acknowledge and deliver a certificate setting forth the Commencement Date and the Termination Date of this Lease, as well as Lessee's acknowledgment that Lessee has inspected the Premises as of the Commencement Date and accepts the Premises in"AS IS"condition. (d) Lessee has thoroughly investigated the Property and the Premises, the status of zoning and governmental approvals,and disclaims any reliance on Lessor in its decision to lease the Premises for its intended Use. Lessor makes no representations or warranties of any nature whatsoever relative to State or local requirements as they affect Lessee and Lessee's Use of the Premises,including but not limited to zoning and impact fees, 11, RULES AND REGULATIONS: (a) Lessee shall abide by and comply with all rules and regulations now or hereafter prescribed by Lessor for the Property or the Premises or both. (b) Lessee shall neither permit nor commit any immoral or unlawful practice or act in or upon the Property or the Premises. (c) Lessee shall not permit any noxious,Foal or disturbing odors to emanate from the Premises. (d) Lessor shall have no duty to enforce any rules and regulations as against any other tenant or occupant of the Property. Lessor shall not be liable to Lessee for violation of the rules and regulations or for any act or omission by any other tenant or occupant of the Property. (E) Lessee acknowledges and agrees that effective January 26, 1992,the Americans with Disabilities Act, including each of the four (4) Titles of the Act, and more specifically Title III of the Act(collectively,the "Act"), is in full force and effect and is applicable to the Premises pursuant to action passed by the United States Congress and the Act is designed to regulate and allow for the equal accessibility of the disabled and impaired person or persons within the Premises or the Property. (The Act and all rules, regulations,judicial and administrative rulings and decisions,standards and codes,as the same may be hereafter amended, supplemented and/or modified,are collectively referred to as the"ADA".) (f) Lessee shall be solely responsible for compliance with the ADA within the Property and the Premises and Lessee shall indemnify and hold Lessor harmless against any fines, liabilities, litigation or lions that may result from Lessee's noncompliance with the ADA. Lessor shall not be responsible for any legal,civil or criminal action taken by any individual,firm or governmental authority relating to Lessee's non-compliance with the ADA. (g) Without limiting the generality of the foregoing, Lessee shall be responsible for compliance with requirements imposed by disability laws with regard to the Property and the Premises,including,without limitation,all such requirements applicable to removing barriers, furnish auxiliary aids, and ensuring that, whenever alterations are made, the affected portion of the Property and Premises are readily accessible to and usable by individuals with disabilities, as said terms are defined by ADA. Further, in addition to any other provisions of this Lease,in the event that the Lessor at any time determines that the Property or the Premises are not in compliance with ADA,then, in that event, upon first providing Lessee with advanced written notice and providing 30 days to cure, the Lessor may, in its sole discretion, but shall not be obligated to, effectuate such steps as may be necessary in order to enhance the level of compliance and, in that event, the Lessee shall pay the Lessor, within fifteen (15)days of demand by the Lessor, a sum sufficient to reimburse the Lessor for all expenses incurred by the Lessor in effectuating such enhancement to the compliance,plus 15%for Lessor's overhead. Additionally, in the event that the Lessor determines, in its sole discretion, that the Property or the Premises are not in compliance with ADA,then,upon written demand by the Lessor for the Lessee to bring the Property or the Premises into compliance. the Lessee shall effectuate such repairs or alterations as may be required to effectuate such compliance (any such alterations being subject to the remaining terms of this Lease with regard to Lessor's consent to alterations), and Lessee's failure to accomplish such repairs or alterations within thirty(30)days of receipt of the notice from Lessor,shall constitute an event of default under the terms of this Lease. Within ten(10)days after receipt,Lessor and Lessee shall advise the other party in writing,and provide the other with copies of(as applicable),any notices alleging violation of ADA relating to any portion of the Property or of the Premises; any claims made or threatened in writing regarding noncompliance with ADA and relating to any portion of the Property or of the Premises; or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with ADA and relating to any portion of the Property or the Premises. 12, LESSEE IMPROVEMENTS: (a) All additions,fixtures or improvements("Additions")which may be made by Lessee shall become the property of Lessor, remain upon the Premises and he surrendered with the Premises at the end of the Term unless Lessor requests Lessee to remove all or some of the Additions. (b) If requested by Lessor, Lessee shall at the termination of the Lease, at Lessee's expense. remove Lessee's all or a portion of the Additions as well as the signage, insignias and the like on the exterior of the Premises and the pylon sign, if applicable, repair all damages caused either by the installation or the removal of the foregoing and deliver a vanilla shell in like-now condition. This provision shall survive the termination of the Lease. 13, COMPLIANCE WITH LAWS: (a) Lessee shall, at its sole expense, abide by and comply with all laws, ordinances and regulations enacted by those governmental entities, whether federal, State or municipal, having jurisdiction over the Property or the Premises or the use of the Premises,whether or not the same interferes with the use or occupancy of the Premises, the manner or conduct of Lessee's business or operation, or is relative to Lessee's installations, equipment or other property in the Premises or compliance requires work which is structural or non-structural,ordinary or extraordinary,foreseen or unforeseen. (b) Lessee shall pay all of the costs,liabilities,expenses,fines,penalties and damages which may be imposed upon Lessor by reason of or arising out of Lessee's failure to fully and promptly comply with and observe the provisions of this Section. (c) In the event Lessee receives any notice alleging violation of any laws or any notice of regulatory action or investigation instituted in connection therewith, Lessee shall promptly deliver a copy of the notice to Lessor and in no event later than five(5) days after receipt by Lessee. 14. INDEMNITY AND INSURANCE: (a) Lessee shall indemnify, defend, save and hold Lessor, and Lessor's agents, independent contractors, successors and assigns, harmless against any and all suits, damages,liabilities,losses,costs and expenses(including,without limitation,any and all attorneys' fees and court costs through trial and on appeal including attorneys' fees incurred in the enforcement of this provision)arising from or in any way connected with any acts, omissions, neglect or fault of Lessee, or any of Lessee's agents, invitees, licensees,representatives,successors or assigns,including but not limited to,any Default (as defined in Section 23),or any death,personal injury or property damage occurring in, on,or about the Premises or the Property. (b) Lessee shall, at Lessee's expense,take out and maintain throughout the term of this lease (including any renewal to if any) in the names of the Lessee and the Lessor and naming the Mortgagee as additional insured, if any, as loss payee as their respective interests appear,the following insurance: (i) fire and standard extended coverage insurance including sprinkler leakages,earthquake,flood and collapse,in an amount equal to the full replacement cost of all improvements,equipment and property of every designation and kind in or serving the Premises or for which the Lessee is legally liable,together with standard broad form boiler and machinery insurance coverage if it applies-, (ii) business interruption insurance in such amount and for such risks as would be carried by prudent tenants; (iii) comprehensive general liability, contractual liability, non-owned automobile liability and owners' and contractors' protective insurance coverage, written on an occurrence basis with inclusive limits of not less than$2,000,000 for bodily injury to any one or more persons, or property damage, or such higher limits as the Lessor requires from time to time, and containing severability of interests and cross-liability clauses, (iv) pollution and remediation legal liability insurance to cover the risks associated with the handling, storage, use, disposal, and possible release of Hazardous Substances at the Premises in the face amount of$1 million,if request by Lessor; (v) plate glass insurance; NO builder's risk insurance during the course of construction; (vii) so called -Dram, Shop" insurance if alcoholic beverages are sold by the Lessee for on or off premises consumption;and (viii) any other Form of insurance as the Lessor may reasonably request from time to time. (c) Lessee's policies will• (i) contain the Mortgage's standard mortgage clause and contain a waiver of any subrogation rights which the Lessee's insurers may have against the Lessor and those for whom the Lessor is in law responsible; (ii) be taken out with insurers reasonably acceptable to the Lessor and in a form reasonably satisfactory to the Lessor;(iii)be non-contributing with and apply only as primary and not as excess to any other insurance available to the Lessor;(iv)not be invalidated as respects the interests of the Lessor and the Mortgagee by reason of any breach or violation of any warranties, representations, declarations or conditions contained in the policies; and (v) contain an undertaking by the insurers to notify the Lessor and the Mortgagee in writing not less than thirty (30) days prior to any material change, cancellation or termination. The certificates of insurance shall be in a form reasonably acceptable to the Lessor and will be delivered to the Lessor simultaneously with the Commencement Date. (d) (i) If any insurance policy is cancelled or threatened by the insurer to be cancelled,or the coverage reduced by the insurer by reason of the use and occupation of the Premises,it shall be deemed a Default under the terms of this Lease and if the Lessee fails to remedy the condition giving rise to cancellation, threatened cancellation or reduction of coverage within 48 hours after notice by the Lessor,the Lessor may, at its option,either(a)declare a default under the terms of this Lease or pay for etc. including termination under Article XI,or(b)at the Lessee's expense,enter upon the Premises and remedy the condition giving rise to the cancellation,threatened cancellation or reduction; (H)The policies shall be delivered to Lessor within three(3)business days from the Commencement Date and with respect to coverage during construction, prior to the commencement of any construction. In the event Lessee fails to carry the insurance policies as required by this Article 14, an amount equal to five percent (5/o) of the monthly Rent shall be charged as Additional Rent for each month in which Lessee fails to deliver to Lessor the insurance policies required herein. Additionally. Lessor shall have the right but not the obligation to obtain such policy or policies or such additional coverage if not obtained after giving Lessee five (5) days' written notice, the cost of which shall be paid by Lessee with ten(10)days'demand by Lessor,as Additional Rent. (e) Lessee shall also comply in a timely manner with all occupational, professional and licensing requirements applicable to Lessee's use of the Premises. Lessee shall promptly comply with any and all fire,emergency and evacuation procedures ordered by safety and regulatory officials having jurisdiction over the Property or the Premises. (f) Lessee shall comply with any and all requests made by Lessor's fire or liability insurers with respect to the Property or the Premises, or both, at Lessee's cost and expense. Lessee shall pay any increase in Lessor's fire liability or other insurance premiums over and above the rate in effect immediately prior to the Commencement Date caused by Lessee's use or occupancy of the Premises. 15. DAMAGE: (a) If the Premises shall be destroyed or damaged by fire windstorm,civil disturbance or other casualty so that the same shall be rendered untenantable. Lessor shall have the right to render the Premises tenantable by repairs within one hundred and eighty (180) days from the date of any such casualty. During said 180 days, or as long as it takes Lessor to render the Premises tenantable to the condition existing before the casualty,rent and additional rent shall be abated. If the Premises are not rendered tenantable within such time,either Lessor or Lessee shall have the option to terminate this Lease. If either Lessor or Lessee shall exercise its option to terminate this Lease pursuant to this Section, Lessee's obligation to pay both Monthly Gross Rent and Additional Rent shall cease at the time of the casualty,and all prepaid rent and any unapplied security deposit shall be returned to Lessee. (b) If only a part of the promises shall be destroyed, Lessee shall pay a portion of the Monthly Gross Rent and Additional Rent apportioned for the remaining tenantable area as determined by Lessor,in Lessor's sole discretion. 16. LI SSFFS PROPERTY AND BUSINESS OPERATION-. (a) All of Lessee's property placed upon, or moved into the Premises shall be at the sole risk of Lessee. (b) Lessor shall not be liable (1) for any damage to any of Lessee's property or to Lessee or any third party, arising from the bursting or leaking of water pipes, roof, or structure by reason of the elements, including but not limited to rain, wind, lightning, flood, or from any other act whether by Lessor or by a third person, or (R) for the negligence,act or omission of any co-tenant or other occupant of the Premises or of the Property, or of any other person whomsoever, including without limitation, Lessor and Lessor's agents, independent contractors, representatives, successors and assigns, nor shall Lessor be liable for any consequential damages to Lessee by reason of any of the foregoing. With respect to latent or patent defects in the Premises or in the building, Lessor's liability shall not extend beyond one (1) year for the date of substantial completion of Lessor's Work in the construction of the Premises(as set forth in Lessor's Work Rider),whether or not such defects are discovered within such one year period. 17. CON DENINA T I'QN: (a) In the event the entire Premises shall be appropriated or taken under the Power of eminent domain by any public or quasi-public authority, this Lease shall terminate and expire as of the date of title vesting in such proceeding, and Lessor and Lessee shall thereupon be released from any further liability hereunder. (b) If any part of the Premises shall be taken as previously mentioned,and that partial taking shall render the portion not taken unsuitable for the business of Lessee, as determined by Lessor, then this Lease shall terminate. If the partial taking is not extensive enough to render the remaining portion of the Premises unsuitable for the business of Lessee, then this Lease shall continue in effect, except that the Gross Rent shall be reduced in the same proportion that the floor area of the Premises taken bears to the original floor area rented and Lessor shall, upon receipt of the award in condemnation,make all necessary repairs or alterations to the Premises and Lessor shall not,in any event,be required to spend in an amount in excess of the amount received by Lessor as a condemnation award. Amount received by Lessor shall mean that part of the award in condemnation which is free and clear to Lessor of any collection by mortgagee for the value of the diminished fee. (c) If in the reasonable opinion of the Parties, the taking renders the Premises untenantable or the Property commercially not viable,Lessor or Lessee may, by written notice,terminate this Lease-,the termination to be effective thirty(30)days after the date of the notice. (d) If this Lease is tenninated as provided in this Section 17,the Rent shall be paid up to date that possession is taken by public authority. (c) Lessee shall not be entitled to and expressly waives all claim to any condemnation award for any taking, whether whole or partial,and whether for diminution in value of the leasehold or to the fee although Lessee shall have the right,to the extent that the same shall not reduce Lessor's award,to claim from the condemnor,but not from Lessor,such compensation as may be recoverable by Lessee in its own right for damage to Lessee's business, Fixtures and improvements (which by the terms of the Lease are to belong to Lessee as of the end of the Term or Extended Term, if any) installed by Lessee at its expense. 18. DIRECT CHARGES: (a) In the event that Lessor is required to do so by any governmental agency or service provider,Lessor shall have the right at any time,but not the obligation,to install meters,sub-meters or other equipment to measure Lessee's usage of utilities or services, including but not limited to electricity, trash removal, telephone, gas, water, sewage disposal and the like. Installation shall be at Lessee's expense, (b) If Lessor installs this equipment, Lessee shall pay Lessor for Lessee's measured usage,unless Lessee is directly charged by a provider other than Lessor. Lessee shall pay the charges to the providers when due, including all tie-in fees,connection fees, impact fees, costs or metering, repairs to equipment or any appurtenant parts as well as such other charges as may be assessed by the providers. (c) Lessor shall not be liable for any interruption or failure whatsoever in utility services and Lessee agrees to look solely to its business interruption insurance for recovery of any losses or damages.Lessee shall comply with all terms and provisions of this Lease notwithstanding any such failure or interruption. Lessee shall not install any equipment which exceeds or overloads the capacity of the utility facilities serving the Premises. M QUIRT ENJOYMENT: Upon payment by Lessee of the Rent herein provided,and upon the observance and performance of all terms,provisions,covenants and conditions on Lessee's part to be observed and performed, Lessee shall, subject to all of the terms, provisions,covenants and conditions of this Lease, peaceable and quietly hold and enjoy the Premises for the Term hereby demised. 20, SUBSTITUTE PREMISES: (a) Provided that Lessor does not relocate Lessee during the first twenty four months of the initial Lease term, following the Lease's Rent Commencement Date, Lessor reserves the right from time to time during the Term or any extension thereof,to relocate Lessee to space elsewhere on Federal Highway or Ocean Ave in Boynton Beach as defined in the attached Relocation Rider, (the "New Premises") of approximately the same size as the Premises. (b) If Lessor elects to relocate Lessee,Lessor shall give to Lessee notice not less than ninety(90)days prior to the date Lessor intends to make the relocation. Upon receipt of notice from Lessor,Lessee shall have the right to inspect the New Premises. As Lessee's sole remedy against Lessor,should Lessee detennine the New Premises to be unsuitable, Lessee shall have the one time right to terminate the Lease by providing sixty(60)days advanced written notice to Lessor. (c) If Lessor relocates Lessee to the New Premises, Lessor shall pay reasonable direct-out-of-pocket expenses of Lessee in moving from the Premises to the New Premises,and Lessor shall improve the New Premises to a condition substantially similar to the Premises(exclusive of trade fixtures,personal property, inventory and equipment) provided Lessee already occupied the Promises. (d) Lessor shall not have any liability to Lessee for loss or damage of Lessee's property or business arising in connection with moving to the New Premises,unless due to the gross negligence of Lessor,or persons acting on behalf of Lessor. (c) If a relocation occurs, this Lease and each and every of its covenants and conditions shall remain in full force and effect and the same shall be deemed confirmed, ratified, and applicable to the New Premises, and the New Premises shall thereafter be deemed to be the Premises as though Lessor and Lessee had entered into an amendment of this Lease with respect thereto. Nonetheless, if Lessor requests an amendment to reflect the confirmation,Lessee shall execute and deliver such amendment. 21. SUBORDINATION: (a) Lessor shall have the unrestricted right to convey,transfer,mortgage or otherwise encumber the Premises. (b) This Lease is and at all times shall automatically be subject and subordinate to all present and future mortgages to which Lessor, its successors and assigns is a party and which in any way affect the Premises or any interest therein, and to all recastings, renewals, modifications, consolidations, replacements or extensions of any these mortgages, without the necessity of the execution and delivery of any further instruments on the part Lessee to effectuate such subordination. (c) Lessee shall execute any and all documents or instruments requested by Lessor or by any mortgagee to confirm and acknowledge that this Lease is subject and subordinate to any financing. (d) Also, if requested by Lessor or by any mortgagee, Lessee shall execute an estoppel certificate as provided by Lessor,certifying to Lessor and such other parties as are designated by Lessor that this Lease is in full force and effect, that Lessor is not in default and such other matters as are set forth on the estoppel certificate. (c) Lessee shall deliver the subordination document and the estoppel certificate within ten(10)days from the date Lessor sends these documents to Lessee. (f) If Lessee fails to comply with the provisions of this Section 2l,it shall be deemed a default in accordance with Section 23 of this Lease. 22. POSSE,,,SION BY MORTGAGEE AND LESSEE'S ATTORNMENT: (a) If any mortgagee comes into possession or ownership of the Premises or of the Property,or acquires Lessor's interest by foreclosure of a mortgage or otherwise, Lessee will attom to such mortgagee. In such event, Lessee will not be entitled to a credit for Rent paid in advance. (b) If any mortgagee shall request reasonable modifications to this Lease as a condition to disbursing any monies to be secured by a mortgage encumbering or to he encumbering the Premises, Lessee shall execute and deliver to Lessor an agreement, in form and substance satisfactory to Lessor and to the mortgagee, evidencing the modifications; provided, however, that the modifications do not increase Lessee's monetary obligations under this Lease or materially and adversely affect Lessee's leasehold interest created by this Lease. 21 EVENTS OF I2EFAQLT: (a) If Lessee shall: (i) fails to pay to Lessor the Gross Rent, Percentage Rent or Additional Rent late charges,processing fees or other monetary obligation as set forth in this Lease, or (ii) files a voluntary petition in bankruptcy or reorganization, make any assignment for the benefit of creditors,seek any similar relief under any present or future statute,law or regulation relating to relief of debtors,or have any involuntary petition in bankruptcy filed against it, or (iii) fails to open for business and conduct business in accordance with the terms of this Lease or ceases conducting business at the Premises for more than three(3)consecutive days,or remove all or a major portion of its inventory of goods for sale from the Premises,or(N)fails to keep and perform any one or more of the covenants and conditions contained in this Lease or, (v) if the Guarantor or any of the Guarantors fail to fulfill the terms of the Guaranty, if any,or if the Guarantor or any of the Guarantors make an assignment for the benefit of creditors which is not withdrawn within five (5) days after Lessor mails notice of such default to Lessee, or if the Guarantor or any of the Guarantors file for bankruptcy or proceedings for reorganization, liquidation or voluntary or involuntary dissolution of any Guarantor have been instituted or any of them have been adjudicated as a bankrupt or insolvent,or an appointment of a receiver of the property of any Guarantor has been accomplished, and the proceeding or proceedings have not been dismissed with fifteen (15)days after the institution of such proceedings, (vi) if Lessee is a franchisee, if Lessee defaults under the terms of the franchise agreement, then Lessee shall be in default under the terms of this Lease ("Default"). (b) If Lessee shall be in Default, Lessor will have any and all rights and remedies which the law of Florida confers upon a Lessor against a Lessee in breach or default of a lease including,Without limitation,the right to(i)terminate this Lease and bring a lawsuit for Rent then past due,(ii)elect to accelerate the entire unpaid balance of the Rent for the Term or the extended term, if applicable and bring a lawsuit for the collection of Rent, (M)take possession of and lease the Premises for the account of Lessee,and(iv)seek all available equitable remedies,including without limitation injunction,or do all or any one of the forgoing. (c) If Lessor elects to terminate this Lease for Lessee's Default and if at such time there remains any unapplied Security Deposit, then Lessor may (without waiver or impairment of Lessor's other remedies for Lessee's Default)retain the Security Deposit as liquidated and agreed upon damages as actual damages are difficult to ascertain as of the execution of this Lease, and Lessor shall also have the further right in such instance to immediate possession of the Premises. (d) If Lessor cannot terminate this Lease because of applicable bankruptcy law,then Lessee,as a debtor in possession or on behalf of any trustee for Lessor,shall;(i)within the statutory time,assume or reject this Lease and(ii)not seek or request any extension or adjournment of any application to assume or reject this Lease by Lessor. In such event Lessee or any trustee for Lessee may only assume this Lease if: (i) it cures or provides adequate assurance that it will promptly cure any default hereunder, ,(ii)it compensates or provides adequate assurance that Lessee will promptly compensate Lessor for any actual pecuniary loss to Lessor resulting from Lessee's default, and (iii) it provides adequate assurance of performance during the Term of all of the terms, covenants and provisions of this Lease to be performed by Lessee. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of ten(10)days or the time period set forth in this Lease, which ever is sooner. "Adequate assurance of performance"shall include,but not be limited to,(1)adequate assurance of the source of Rent and(2)that the assumption of this Lease will not breach any provision of this Lease. (e) Notwithstanding anything in this Lease to the contrary, and without limiting Lessor's other rights and remedies provided for in this Lease,if Lessee is in default under any covenant,condition,or agreement of this Lease more than three(3)times within any twelve(12)month period,regardless of whether or not such default is cured,Lessor may, in its sole discretion,do either or both of the following:(i)demand immediate payment of additional Security Deposit by an amount that Lessor determines,in its sole discretion,is necessary to protect its interests, provided that such amount does not exceed four (4) months orthe then applicable Monthly Gross Rent;or(H)declare anon curable Default and pursue all of Lessor's rights and remedies under Section 24 hereunder. (f) Lessee may not remain within the Premises after the day the Lease expires without Lessor's written approval. With Lessor's approval,Lessee shall become a tenant at will and as such holding over shall not constitute an extension of this Lease. During such holding over,Lessee shall pay two hundred percent(200%)of the Rent in effect as of the expiration date. If Lessee holds over without Lessor's written consent, Lessee shall be a tenant at sufferance and shall pay twice the then effective Rent until Lessee surrenders possession. Nothing contained herein shall be interpreted to grant permission to Lessee to holdover or to deprive Lessor of any rights and remedies with respect thereto. (g) All of Lessee's covenants and obligations contained in this Lease are independent of Lessor's covenants and obligations contained herein. Lessee shall neither be relieved from the performance of any of Lessee's covenants and obligations (including, but not limited to the obligation to pay Rent)nor entitled to terminate this Lease,due to a breach or default by Lessor of any of Lessor's covenants or obligations. 24. REMEDIES CUMULATIVE: (a) Lessor's remedies under this Lease are cumulative. (b) The election of any right or remedy by Lessor shall not be deemed a waiver of any other right or remedy of Lessor under this Lease or otherwise. 25. ATTORNEYS'FEES AND INTEREST: (a) If,by reason of either party's Default,either party employs an attorney to enforce rights Linder this Lease, the non-prevailing party shall pay to the prevailing party all attorneys'fees and al I other costs and expenses incurred as a result of the Default. (b) If any lawsuit is brought in connection with this Lease or the Premises,the non- prevailing party shall pay all attorneys'fees and court costs,through trial and on appeal, incurred by prevailing party not only in the bringing of the lawsuit, but also in the defense.,counterclaim or cross claim of any such action or proceeding. (c) If the non-prevailing party fails to pay any amounts that are due to the prevailing party in accordance with the provisions of this Lease interest shall accrue on the unpaid amounts at the highest legal rate permitted under the laws of the State of Florida from the date due to the date of full payment. 26. NO WAIVER: (a) The failure of Lessor to insist on the performance or observance by Lessee of any one or more conditions or covenants of this Lease shall not be construed as a waiver or relinquishment of the future performance of that covenant or condition, and Lessee's obligation with respect to that future performance shall continue in full force and effect. (b) If the Lessee fails to pay Monthly Gross Rent,Percentage Rent or Additional Rent when due, Lessor may bring suit for termination of the Lease and eviction without the necessity of a demand or written notice of any nature for payment for such Monthly Gross Rent,Percentage Rent or Additional Rent. (c) Furthermore, Lessor does not forfeit or waive any of Lessor's rights by accepting rent payments with knowledge that they are not tendered on time, that the check or negotiable instrument is post dated,or that the check or negotiable instrument is not for the full amount of the payment due under the terms of the Lease,or is issued by someone other than the Lessee,whether the same is negotiated or only an attempt is negotiated. 27. LESSORS PROPERTY: (a) Lessee shall look solely to Lessor's ownership interest in the Property for the satisfaction of any judgment or decree requiring the payment of money by Lessor,or by Lessor's agents, representatives, successors or assigns, to Lessee, or payment to any person claiming by or•through Lessee,in connection with this Lease. (h) No other property or asset of Lessor,real or personal,tangible or intangible,shall be subject to levy, execution or other enforcement procedure for the satisfaction of any such judgment or decree. 28. RADON GAS: Radon is a naturally occurring radioactive gas that.when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. If available, Lessor shall provide Lessee with a copy of any Radon Report issued to Lessor. 29. GENDER: The terms "Lessor' and "Lessee" shall include the singular, the plural, the masculine, the Feminine, the neuter as well as, the heirs, successors, executors, administrators, personal representatives,assigns, wherever and whenever the context so requires or admits. 30. CAPTIONS: (a) The captions of the various paragraphs of this Lease have been inserted for the purpose of convenience only. (b) Captions are not a part of this Lease and shall not be deemed in any manner to modify,explain,enlarge or restrict any of the provisions contained in this Lease, 31. COUNTERPARTS: This Lease has been executed in several counterparts, but all counterparts shall constitute one and the same instrument. 32. FORCE MAJEURE: (a) Lessor does not warrant that any of the services that Lessor may supply will be free from interruption. (b) Lessee acknowledges that any one or more of such services may be suspended by reason of accident,repair, alterations or improvements,by strikes or lockouts,by reason of operation of law, acts or war, terrorism, and bioterrorism, or other causes beyond the reasonable control of Lessor. No such interruption or discontinuance of service shall ever be deemed an eviction or a disturbance of Lessee's use, enjoyment and possession of the Premises or any part thereof, or render Lessor liable to Lessee for damages by abatement or reduction of Annual Gross Rent or any Additional Rent or relieve Lessee from the performance of any of Lessee's obligations under this Lease. 33. ALTERATIONS: (a) Lessor shall have the right, in its sole and absolute possession, at all times, and from time to time throughout the Term,without it constituting an eviction or a breach of the covenant of Quiet Enjoyment to (i) alter, add to, subtract from, or rearrange the location,size,dimensions,and appearance of the Property, including without limitation, the buildings, structures,other improvement areas and facilities,(and their entranceways and exits), and any other parts of the Property, or(ii) temporarily obstruct or close off part or parts of the Property,,for maintenance,repair,or construction,or(iii)relocate or rearrange the position and size of other Lessees' premises,the various buildings,parking areas,and other parts of the Property,or(iv)construct additional buildings,structures,or other improvements and facilities in,or on,the Property,,and the Premises,or adjoining or near the Property,and make alterations and additions thereto, rearrangements thereof, or demolish parts thereof, and build additional floors or stories on any building in the Property, or (v) expand, reduce, or alter the parking area in any manner whatsoever, including,without limitation,the construction of multiple deck,elevated,or underground parking facilities, or(vi)change and add to the risers, plenums,electrical wires, pipes, conduits,and ducts or other structural and nonstructural installations in the Premises and the Property or to facilitate the expansion or alteration of the Property(including,without limitation,the construction and erection of columns and support facilities),or(vii)grant, modify, and terminate easements and other agreements pertaining to the use and operation ol'the Property or any part or it,and (viii)add additional real property to the Property. Lessor shall give Lessee 90 days written notice of its intent to make any of the alterations set forth above,and then Lessee may terminate this lease upon 90 days written notice. (b) Notwithstanding anything contained in this Lease to the contrary, Lessee agrees that(i) Lessor will have no liability as a result of Lessor's exercise of its right under Section 33(a)of this Lease,and(ii)Lessee shall not commence any action or proceeding seeking injunctive or declaratory relief in connection with any of the rights reserved to Lessor under Section 33(a) hereof. If Lessee intends to commence any action or proceedirig, it shall only seek monetary relief, and (iii) if Lessor shall prevail in any action or proceeding taken by Lessee, Lessee shall pay to Lessor,as Additional Rent,a sum equal to all legal fees, costs. and disbursements, incurred by Lessor in any way related to,or arising out of such action or proceeding. (c) Notwithstanding anything contained in this Lease to the contrary, in the event Lessor in its sole discretion determines that the Property requires alteration in all amount equal to or greater that fifty(50)percent of the Square rootage of the Property, Lessor or Lessee will have the absolute right to terminate this Lease with one (1) year's written notice to the other. 34. LESSOR'S LIEN: As further security for the performance of Lessee's obligations under this Lease, and in addition to all other rights provided herein and by law., Lessee hereby grants to Lessor a security interest in all of Lessee's personal property at the Premises as follows, in addition to all other remedies available hereunder,upon the occurrence of an event of default, Lessor shall have the benefit of all remedies provided in the Uniform Commercial Code,as now or hereafter adopted in Florida: (a) For valuable consideration and as security for the payment of rent and other charges reserved or becoming due hereunder, Lessee hereby grants to Lessor a first security interest in the following described collateral: (1) all inventory, equipment and other personalty placed in the Premises during the term of this Lease;and (2) all of the proceeds of said inventory,equipment and personalty. (b) Upon the request of Lessor,Lessee shall execute such Uniform Commercial Code Financing or other Statements as may be required to perfect or maintain such security interest. (c) Said lien shall constitute a first and prior contractual lien and security interest on the collateral(and proceeds there from)that may be placed in the Promises,and also upon all proceeds of any insurance that may accrue to Lessee by reason of the destruction or damage of that collateral. Lessee will not remove that property from the Premises (except in the ordinary course of business) without the prior written consent of Lessor, and until all arrearages in rent have been paid. Lessee waives the benefit of all exemption laws in favor of this lien and security interest. This lien and security interest is given in addition to Lessor's statutory lien and is cumulative with it. Upon the occurrence of an Event of Default,these liens may be foreclosed with or without court proceedings by public or private sale,or through any other manner provided in the UCC- 1 now or hereafter adopted in Florida so long as Lessor gives Lessee at least ten (10) days' notice of the time and place of the sale. Lessor will have the right to become the purchaser if it is the highest bidder at the sale- In addition, at a private sale Lessor will have the right to purchase the property at its fair market value at the time of sale,giving due credit to Lessee in said amount against Lessee's obligations to Lessor. 35. BROKERS: Lessee warrants and represents that there was no broker or agent instrumental in consummating this Lease except Gulfstream Commercial Realty,LLC. This broker will be compensated independently by Lessor. Lessee agrees to indemnify and hold Lessor harmless against any claims for brokerage or other commissions arising by reason of a breach by Lessee of this Section 35. 36- CONSENT TO FORUM AND WAIVER OF JURY,rRIAL: (a) The Lessor and Lessee agree to the jurisdiction of any competent Florida or Federal court sitting in Palm Beach County in any suit,action,or proceeding arising out of or relating to this Lease. Lessee irrevocably waives,to the fullest extent permitted by law,any objection that Lessee may now or hereafter have to the setting of the venue of any such suit,action,or proceeding brought in either of those courts and any claim that any such suit,action,or proceeding brought in either of those courts have been brought in an inconvenient forum. A final judgment in any such suit,action,or proceeding brought in either of those courts shall be conclusive and binding upon the Parties. (b) LESSEE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT LESSEE MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, INCLUDING WITHOUT LIMITATION, ANY CLAIMS, CROSS- CLAIMS OR THIRD PARTY CLAIMS, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE. (c) Lessee certifies that no representative or agent of Lessor or its counsel has represented,expressly or otherwise,that Lessor would not,in the event of such litigation, seek to enforce this waiver of right to jury trial provision. Lessee acknowledges that Lessor has been induced to enter into this Lease by, inter alia, the provisions of this Section. 37. TIME OF THE ESSENCE: Time is of the essence in this agreement. 38. HAZARDOUS WASTE: (a) Lessee warrants and represents that Lessee will, during its occupancy of the Premises,comply with all federal,state and local laws,regulations and ordinances with respect to the use,storage,treatment,disposal or transportation of Hazardous Substances (as defined below). (b) For the purposes of this Section, the term "Hazardous Substances" shall be interpreted broadly to include but not be limited to, substances designated ashazardous under the Resource Conservation and Recover Act,42 U.S.C.§9601,et seq.,the Federal Water Pollution Control Act, 33 U.S.C. §1257, et seq., the Clean Air Act, 42 U.S.C. §2001, et seq., or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq., any applicable State law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities, and oil and petroleum based derivatives. (c) The provisions of this Section shall be in addition to any other obligations or liabilities Lessee may have to Lessor at law and equity and shall survive termination of this Lease. (d) Lessee shall indemnify and hold Lessor, its shareholders, partners, lenders, employees, or agents harmless from and against any claims, penalties, fines, damages, costs,expenses,liabilities or actions. including but not limited to attorneys' fees and fees for consultants, engineers and other professionals and contractors that arise out of any breach of this Section 38. (e) The indemnities in this Section 38 shall survive the termination of the Lease. 39, NO PAR TNEK$H IF: Nothing contained in this Lease shall constitute or be construed to be or create a partnership,joint venture or any other relationship between Lessor and Lessee other than the relationship of Lessor and tenant. 40. NOTICES: Any notice,request,demand,consent,approval,or other communication required or permitted under this lease must be in writing and will be deemed to have been delivered if(a)personally delivered,in which case,the effective delivery date shall be the date of actual delivery,or(h)sent by facsimile with receipt acknowledged,in which case, the effective delivery date shall likewise be the date of actual delivery, or(c)deposited for next day delivery with any nationally recognized overnight carrier that routinely issues receipts, in which case,the effective delivery date shall be the day after posting,or (d)deposited in any depository regularly maintained by the United States Postal Service, postage prepaid,certified mail,return receipt requested,addressed to the party for whom it is intended at its address set forth herein,in which case,the effective delivery date shall be the fifth(Sr")day after posting. Either Lessor or Lessee may add additional addresses or change its address for purposes of receipt of any such communication by giving ten (10)days prior written notice of such change to the other party in the manner prescribed in this lease. Lessor: 209 N.Federal,LLC c/o Gulfstream Property Management,LLC 9804 S.Military Trail,Suite E I I Boynton Beach,FL 33436 Lessee: The Boardwalk Italian Ice&Creamery,LLC c/o Joseph Hurtuk 1401 Estuary Trail Delray Beach,FL 33483 Attention: Joseph Hurtuk 41 ENTIRE AGREEMENT: .................. ---------__-----------_ (a) All understandings and agreements,whether in writing or verbal between Lessor and Lessee are merged into this Lease which fully expresses their agreement. (b) Lessee has not relied upon any representation not embodied in this Lease. (c) This Lease may be modified only by an agreement in writing signed by both Lessor and Lessee. (d) No offer of surrender of the Premises by Lessee shall be binding unless accepted in writing by Lessor_ (e) Lessee acknowledges that this Lease has been freely negotiated by both parties-, and that, in any controversy or contest over the meaning, interpretation, validity or enforceability of this Lease or any of its terms or conditions,there shall be no inference, presumption,or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof. 42. BENEFITS AND,BINDING EFFECT: (a) This Lease shall be binding upon and inure to the benefit of the heirs, legal representatives and successors of Lessor and Lessee, and the assigns of Lessor and permitted assigns of Lessee. (b) This Lease shall be construed and enforced in accordance with the laws of the State of Florida. (c) Venue for any litigation that may arise in connection with this Lease,the Property or the Premises shall be in the county wherein the Premises are located. (d) If Lessee is composed of more than one signatory,be it a natural person or legal entity,each signatory shall be jointly and severally liable for each and every term and condition of this Lease. 41 SEVERA0111LITY: If any covenant or provision of this Lease,or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such covenant or provision to persons or circumstances(other than those as to which it is held invalid or unenforceable)shall not be affected thereby, and each and every other such covenant and provision of this Lease or portion thereof shall be valid and be enforced to the fullest extent permitted by law. 44. NON-DISCLOSURE OF TERMS: (a) Lessee covenants and represents that Lessee has not and shall not disclose the economic terms contained in this Lease to any other tenant of the Property or person. (b) Lessee acknowledges that such disclosure will result in a material injury to Lessor's business and adversely affect the Lessor's ability to negotiate leases with other lessees and prospective lessees of the Property. (r) Lessee shall be liable for all damages, both direct and consequential damages arising from a breach of this Section 44. 45. RECORDING: Lessee shall not record this Lease or any memorandum or other evidence thereof, or any document which refers to the Premises, Furthermore,Lessee's recordation of this Lease or memorandum or short form of it will be void and a default under this Lease. 46. ABANDONMENT AND PERSONAL PROPERTY: Lessee shall not vacate or abandon the Premises at any time during the Term,or surrender possession of said Premises,or be dispossessed by process or law. If any of the foregoing shall occur, same shall be an Event of Default tinder this Lease and Lessor shall be entitled to all remedies at law and equity. Any personal property belonging to Lessee left on the Premises shall,at the option of Lessor,be deemed to be abandoned and title thereto shall thereupon pass to Lessor as by a bill of sale without notice,payment,or credit of any kind, but Lessee shall remain responsible for the cost and expense of removal,storage,and/or disposal of such property,as well as any damage caused by such removal, storage, and/or disposal. Under no circumstance shall Lessor be liable or responsible for the removal, storage, disposal, value, preservation, safekeeping, and/or disposition of any of Lessee's property, with same being hereby expressly waived by Lessee. IN WITNESS WHEREOF, the parties have executed, or caused to be executed this Lease in duplicate as the day and year above written. LESSOR:209 N.Federal,LLC �Y: N A By: (Witness to Lessor) PriM Name-,F,Davis Camalipr Titl�: LESSEE: The Boardwalk Italian Ice & Creamery..LLC (Witness to Lessee) Print Name: .1rdftwicA All-?4uh(i Title: V A LESSEE'S WORK RIDER Lessor hereby grants to Lessee, an allowance of up to Twenty Thousand Dollars ($20,000.00) ("Lessee's Allowances"). 'rhe Lessee's Allowances shall be provided in order to help Lessee finance the cost of building out and upgrading the Premises, including, without limitation, plumbing,electrical, HVAC, painting,flooring,architectural,engineering and design (the "Improvements"), however, no portion of the Lessee's Allowance may be used towards furniture,computers,business equipment,personal property or any other aspect of the Premises. Upon receiving written request from Lessee, within 30 calendar days, Lessor shall reimburse Lessee up to $20,000.00, for the out-of-pocket expenses incurred by Lessee in perfon-ning the Improvements, provided (i) such request is accompanied by a copy of the invoices or draw schedules for such expenses marked"paid" by the general contractor or other vendor; (ii) copies of all draw schedules, contracts, bills, vouchers, change orders, cancelled checks and other information relating to the expenses for which reimbursement is being sought as may be requested by the Lessor;(iii)with respect to work and materials for which payment is requested.,such work and materials have been physically incorporated into the Premises,free of any security interest, lien or encumbrance fully in accordance with the Lease and with appropriate lien waivers having been delivered to Lessor; (iv) Lessee delivers notice to Lessor that Lessee has obtained a certificate of occupancy for the Premises from the local governmental authority and Lessee has opened for business to the public;and(vi)Lessee tenders to Lessor the first Monthly Gross Rent and any Additional Rent payment due under the Lease and no default shall then exist under the Lease(as amended hereby)beyond any applicable notice and/or cure period.If Lessor shall fail to timely pay the Lessee's Allowance to Lessee,then Lessee can offset Rent until such amount is reduced to$0.00. Lessee shall not make any alterations, additions or improvements (collectively, "Alterations"and sometimes hereinafter also referred to as"Improvements or Work") in and to the Premises,without Lessor's prior written consent. Notwithstanding the forgoing, Lessee has prepared final working drawings of all improvements to be installed in and to the Premises and delivered the same to Lessor for its review and approval. Such working drawings have been approved by Lessor and have been incorporated into the attached Exhibit"A", The cost of all Work shall be at Lessee's expense. Lessee shall fulfill all of the following conditions at Lessee's expense prior to commencement of any Work: (a) Lessee shall submit to Lessor a certification from a licensed engineer or architect as to the estimated aggregate cost involved;(b)Lessee shall submit to Lessor for its approval plans and specifications in detail reasonably satisfactory to Lessor as well as a certification from Lessee's licensed engineer or architect that none or the proposed work shall adversely affect the structure of the Building or the Property or its service systems(including,without limitation,the water,electric,heating,air conditioning and plumbing systems); (c) Lessee shall deliver to Lessor proof reasonably satisfactory to Lessor that Lessee and its contractor(s) have obtained the following insurance coverage in connection with the work: special form builder's risk insurance in the amount of the replacement cost of the improvements to the Premises minimum$1,000,000 commercial general liability per occurrence, $2,000,000 aggregate; $1,000,000 property damage liability; worker's compensation and employee's liability coverage covering all employees of the contractor(s) and any subcontractor(s), and if contractor is doing design work Design/Build Liability Insurance with limits not less than the amount necessary to redo contractor's work with insurance carrier(s)that meet with Lessor's reasonable approval,naming Lessor and such others as Lessor may designate additional insureds, with the broadest possible coverage with no change or termination of any coverage to be effective without at least ten (l 0)days prior written notice from the carrier(s)to Lessor; and (d) Lessee shall deliver to Lessor copies of all requisite permits, approvals and certificates. Lessee shall not make any alterations or additions to the Premises, install special electrical,plumbing,maintenance or other special services or equipment,or alter the appearance of the exterior of the Property, or install any high voltage or amperage electrical equipment or plumbing apparatus in the Premises,without the written consent of Lessor. Lessee shall pay for all installation costs and all expenses incurred in connection with Lessee's use of special services and equipment. Upon completion, Lessee shall deliver such lien waivers, satisfactions, final contractor's affidavits and Termination of Notice of Commencement as Lessor may request together with as- built drawings and a list and description of all work performed by the Contractor. No amendments or additions to Lessee's plans and specifications shall be made without Lessor's prior written consent. The standards of quality, utility and appearance of the proposed alterations shall conform to the then standards for the Property. All work shall be done in accordance with the plans specifications in a good and workmanlike manner, in compliance with this Lease,the advice of all insurance bodies, and all applicable laws, codes, ordinances, rules and regulations then in effect, and with the least possible disturbance to other occupants of the Property. Lessee will reimburse Lessor upon demand, as Additional Rent, for any expenses incurred on account of Lessee's failure to comply with any of the foregoing. Lessee shall promptly pay all costs and expenses of such alterations and shall not do or fail to do any act which may render the Property,the Premises or any property in the Premises liable to any construction lien or other lien, chattel mortgage, conditional bill of sale, title retention agreement or other charge,and if any of the same be filed,Lessee,at its expense,shall remove the same of record within ten(10)days after notice of such filing. Lessee agrees to indemnify and save Lessor harmless against all claims,attorneys'fees through appellate level including attorneys' fees incurred in the enforcement of these provisions, whatsoever by reason of any liens, chattel mortgages, conditional bills of sale, title retention agreements or other charges of any kind which may be incurred by or become chargeable against Lessor,the Property.the Premises or any property in the Premises,by reason of any work done, or claimed to have been done,or any materials furnished or claimed to have been furnished to the Premises in connection with Alterations. At all times during the making of Alterations, Lessor shall be entitled to have its representatives present on the site for inspection purposes and the representatives shall have unrestricted access to all parts of the Premises. Such presence and/or inspection,however,shall not impose any obligation whatsoever on Lessor or its representatives nor render Lessor or its representatives liable in any way for improper work or faulty materials. Lessee will not,either directly or indirectly, use any contractors, labor or materials if such use might create difficulty with other labor then engaged by Lessee, Lessor or others in the construction, operation or maintenance of the Property or any part thereof. Lessor makes no representations as to the design, feasibility or efficiency of Lessee's work, or whether Lessee will be able to obtain the required permits, approvals and certificates therefore. If the operation of the Property or any of its equipment, in Lessor's reasonable judgment, is in any way adversely affected by reason of Lessee's work, Lessee, at its expense, shall promptly remove the cause thereof. The Premises shall not be liable for or subject to any mechanic's, materialmen's, or laborer's liens for improvements or work made by or for Lessee, whether or not it is made or done in accordance with any agreement between Lessor and Lessee. All persons dealing with Lessee shall be placed upon notice of this provision. If such a lien is filed or threatened to be filed,it shall be deemed a Default under the terms of the Lease. If any mechanic's lien or other lien, or order for the payment or money, should be filed against the Premises,or any improvements thereon,by reason of any work-alleged to have been done by or for Lessee, then Lessee, within thirty(30)days after receipt of notice thereof from Lessor, shall cause the same to be discharged of record, by use of bond or otherwise, at the election and expense of Lessee. In any action,suit or proceeding which may be brought for the enforcement of any such lien or order.Lessee must indemnify and hold harmless Lessor from all costs, damages, suits and liabilities, including but not limited to attorneys' fees incurred in the enforcement of this indemnity. If Lessee does not remove any mechanic's lien or other lien,or order for the payment of money, filed against the Premises, or any improvements thereon, within thirty (30) days after notice from Lessor, Lessor will have the right to remove same by any method elected by Lessor, including through bonding, and all sums expended by Lessor for such removal, including attorney's fees, shall be paid by Lessee to Lessor on demand and shall be deemed Additional Rent. Lessee shall also pay rive percent (5%) of the amount expended to cover Lessor's administration to effect the removal. Lessor's consent herein shall not be deemed to constitute any consent or permission to do anything which may create or be the basis of any lien or charge against the interests of Lessor in the Premises or the Property. At any time as requested by Lessor, Lessee will, at Lessee's expense, and as Lessor requires, provide and furnish to Lessor either: (a) waivers of lien satisfactory to Lessor;(b)bonds or other assurances in amounts satisfactory to Lessor covering the costs of the work to be performed by Lessee; or(c) other forms of protection against any such liens or encumbrances which may be filed. Lessee shall secure the release and/or discharge of any claim alleged to constitute such lien or encumbrance, and will hold Lessor and its managing agent harmless and indemnify against the same. Lessee shall give written notice to each contractor of the provisions of this paragraph,consistent with F.S. §713. Lessee hereby agrees to indemnify, defend and save and hold harmless Lessor and its managing agent and employees from and against any and all suits,claims,actions, losses,costs, liabilities or expenses(including without limitation claims for worker's compensation)based on personal injury or property damage caused in the performance of the work by Lessee, Lessee's Agents or contractors engaged by Lessee. Lessee will repair or replace, or at Lessor's election reimburse Lessor for the cost of repairing or replacing,any portion of the Property,Premises or item of its equipment,or any of Lessor's real or personal property damaged by Lessee's Work,or which was lost or destroyed in the performance of the Work. Lessee will remedy at Lessee's own expense all defects in all such work, whether the same shall affect the Premises in particular or any parts of the Property in general. In performing the work,Lessee, Lessee's Agents,and contractors shall not interfere with any work to be done by Lessor, Lessor's employees or contractors or by any other lessee, its employees or contractors. All work is to be performed Monday through Saturday. Any work to be performed at other times shall be performed only after obtaining the written consent of Lessor. All electrical and power panel balancing shall be maintained during the entire period of Work. All core drilling and concrete cutting shall be performed only between the hours 6:00 a.m.and 6:00 p.m. If any shutdown of plumbing, electrical or air conditioning equipment becomes necessary, Lessee shall notify Lessor and Lessor will determine in its sole and absolute discretion when such shutdown may be made,and any such shutdown shall be done only when an agent or employee of Lessor is present. Lessee will reimburse Lessor for the expense of any such employee or agent. Lessor is under no duty to proceed with any shutdown regardless of Lessee necessity. Lessee shall provide for and pay all costs and expenses of cleaning the work area and any cleanup required in adjacent areas as a result of the Work. Any noise complaints by other lessees shall be remedied immediately or the Work shall cease until said noise is abated. Lessor will not be responsible for the maintenance or the balancing of any air conditioning system or maintenance of the electrical or plumbing work installed by Lessee's contractors, nor for maintenance of lighting fixtures, partitions, doors, hardware, or any other installations. Any hardware, light fixtures, or any air conditioning installations now installed in the Premises which Lessee may upon written consent and approval of Lessor, remove and not reinstall,shall,be stored or disposed of by Lessee as directed by Lessor. The provisions herein are for the benefit of Lessor and Lessee only,and no other person, including,without limitation,other lessees of the Property,shall be entitled to benefit thereby. All Lessee improvements which are affixed to the real estate shall become the property of Lessor at the termination of the Lease, unless Lessor requests Lessee to remove the improvements,in which event Lessee shall do so prior to the termination of the Lease and repair the damage caused by installation or removal,all at Lessee's expenses. Nothing contained herein or by reason of Lessor's consent to Lessee's Work shall be construed to be certification that the Work complies with any State,local or federal requirements or that the design,materials,specifications or equipment is appropriate for its intended purpose or otherwise deemed to make Lessor liable for any defects of any nature nor be deemed to make Lessor a joint venturer with Lessee. LESSOR'S WORK RIDER Lessor's sole obligation with respect to work to be done is to do the following work at Lessor's expense: Lessor has no obligation to perform any work at,on or to the Property,the Building or Premises. EXTENSION RIDER Provided Lessee is not in default either at the time Lessee exercises Lessee's option to extend the Term or Extended Tenn of this Lease or at the time an Extended Term commences, Lessee will have the option to extend the Term in accordance with Section I(a), Basic Lease Information on the same terms, covenants, and conditions of this Lease, except as modified by the terms and conditions of this lease. Lessee will exercise its option,if at all,by giving Lessor written notice("Option Notice") by the date set forth in the Basic Lease Information. Unless Lessor receives the Option Notice in accordance with the provisions of this Rider and the Basic Lease Information, Lessee shall be deemed conclusively to have waived the right to exercise such option and said right shall be null and void. Time is of the essence. Notwithstanding anything to the contrary, in the event Lessee is in default or has ever been in default under the terms of this Lease during Lessee's tenancy,this Extension Rider shall automatically without further documentation become null and void and of no further force and effect. GUARANITY In consideration of and as an inducement for the grantin'U. ecutioll aced delivery`of that certain lease made and -entered into as of the --"gZ day, of 10 15 ("Lease") by 209 N, Federal, LLC, ("Lessor")and The Boardwalk Italian ice & Creamery, JA-C ("Lessec"). and in further consideration of the suin of Ter Dollars ($10.00) and other good and valuable consideration paid by I-cqsor to the undersigned, the receipt and sufficiency thereof being nititually acknowledged, the undersiuned hereby absolutely and unconditionally guarantees to Lessor throughout the first thirty months following Lease Rent Courlifieutcernent Date: (a)the full and prompt payment of the Annual Gross Rent, Percentage Rent, Additional Rent and any and all other warns payable by Lessee under the Lease; and (b} ) the dull and timely perfbi-mance kind observance of all terms and conditions.hlClUdifll,but neat limited it)the,Rules and Regulations,to be performed and observed bv Lessee under the Lease,and Life undersi=ned herchy agrees that if default shall at any time be made in(i)the payment i-A'any Annual(iross Rent, Peiventage Rent, Additional Rent or other starers payable under the Lease,or(if)the performance and observance of any of the ternis and conditions contained in the Lease, the undersigned shall forthwith pay such Xmival brass Refit.Percentage Rent,AdditionM Rent or other suras(avid any arrears of any of the same)to Le!;sor and shall forthwith perl'or-n end filiffiii all of'such terms and conditions of' the Leasee and shall fi)rllovith pay to Lessor all daniages that may arise in conseclLrence ofany default by Lessee under the, Lease, including (widicitit limitation) fill attorneys' fees ark'([ d i sburserric sits incurred by Lessor in conneefion with any such def-aUft in connection with the enforcement ol"this Guaranty,vwhefher of-not sun be brought(arid if suit be bronght,through all appellate aclit"is and proeedhlgs,if amyl. niis Guaranty is an absolute and unconditional 613aranty of payinent and ol'perfort-nance. It shall be criforced)ie bv Lessor, its legal representatives, succusans or assigns against Elie undersigned, the heirs. le-al or pa -sonal representatives. SuWcessUrs Or assigns of the undersigned, as the cuse may be, "ridlotnt the necessity for any suit or proccedin.-S whatsoever having first been brought against Lessee, and withutit the necessity of arly notice of non-paymern, non-performance,or a ori-observa nee or-any notice of acceptance of this Guarino, or of any other notice or demand lu vvIiielf the undersigned might.oher%visc be entitled, all of which [lie undersigned hereby cxpresslk, waives. and the undersigned expressly agrees that the validity of this guaranty ami the obligations of the undersigned hereunder shall in no l-vay be terinniawd,aMeCLed. diadrii-shed or impaired by mason of the Lessor's asseition,or the ti ilulle to assert,against Lessee ally ofthe rights or remedies reserved to Lessor pursuant in the provisions Cif the Lease,car anv fact,;or circumstances arising there from (hiciudme, without limitation,the release of Lcssccs Hibiliv, under the Lease purNuoull to any%nnute or court decision). This Guaruiay -;hall lie a confinuirig Guaranty, and the liatnlfty Of the uneler%Jgoed hUreUnder shall sn no %xvaY he aflMed, nwdified or diminished by reason of any assignment. subletting. rencwaL modification of,extension of the Lease or by reason of any niodificatimi or waiver of or change in nrry of the terms or vcmdifions of thc Loase or by reason of any extension of time, that may be granted to Lessee, or by reason of any dealings or IrrinsaefsoriN or(iihm matlens or things occurring between Lessor and i-essee,whethcr or not notice thereof is given to the ondershyeed. Ifthe undersigned Shall be mcwc than one person or entity.the liability ofall thein under this Guaranty Mull in all respects he pint arld several. This GuitiranTv co%-n-s all obligations and liabilities of Lessee under the[crins of the Lease Purporting to be made on behalf of h-X LX%See by:any= or l"rnmer of LeSSM WilhOUt regard to tile actual andlorhy of such agent or mernber its hind Ixs�.qee and%+vfthotrt reWard to the capacity or Lessee or whether the organization or chance of Lessee is in any way c1cfective. Unul all such obligations anti liabilities of GUarintor to Lessor have been paid in full, (Juarantor shall have no right of subrogation and hereby Nvaives any ridl it In enforce any rernedy which Lessor nov., luv,esr inav hereafter have againsr Lessee and any benefit of.and airy,.right to participate in,any collateral no,v%-or licreaftcr held by•Lesson All of Lessor's rights and rentedies under the lease used under this Omanimy are intended to lie diMinct,Neparate and curriukitive and nosuch right and remedy therein or herein mentioned is into to be in exclusion of or to waiver ofany of the others_ Asa Further inducement Lessor to make and enter into the Lease and in consideration thereof,the undersigned agrees that in any action or proceeding brought on,under or by virtue of this Guaranty,the undersigned shall and does hereby knowingly,voluntarily and intentionally waives trial by jury in respect of any litigation based hereon or arising out, under or in connection with this Guaranty, and the undersigned agrees that the applicable courts of Florida will have jurisdiction over the undersigned and venue for any such proceeding shall like in Palm Beach County, Florida and that the undersigned waives any objection that said county shall be an inconvenient forum. This Guaranty shall bind and inure to the benefit of Lessor, its successors and assigns, and any transferee of this Guaranty and likewise shall bind and inure to the benefit of Guarantor, the heirs, executors, administrators, 'personal representatives, estates, successors and assigns of the Guarantor. This agreement and its performance, interpretation and enforcement shall in all respects be governed by the laws of the State of Florida. Guarantor irrevocably submits to the jurisdiction of any competent Florida or Federal court sitting in Palm Beach County in any suit, action,or proceeding arising out of or relating to this Lease.Guarantor irrevocably waives,to the fullest extent permitted by law, any objection that Guarantor may now or hereafter have to the setting of the venue of any such suit,action,or proceeding brought in either of those courts and any claim that any such suit, action, or proceeding brought in either of those courts have been brought in an inconvenient forum. A final judgment in any such suit, action, or proceeding brought in either of those courts shall be conclusive and binding upon Guarantor. Guarantor waives any and all privilege and rights that Guarantor may have under state statute,relating to venue,as it now exists or may hereafter be amended.If any legal action or actions are instituted by Lessor to enforce any of its rights against Guarantor hereunder,then Guarantor agrees to pay Lessor all expenses incurred by Lessor relative to such legal action or actions,including,but not limited to,court costs plus all attorney's fees through trial and appellate level incurred by Lessor. Guarantor represents and warrants that the financial statements, if any that have been delivered to Lessor arc true and complete and represent the financial condition of Guarantor and that there are no matters which would adversely affect the Guarantor or their financial condition. Guarantor represents and warrants that Guarantor received valuable consideration as a result of the execution and delivery of the Lease. Guarantor's execution of this Guaranty was not based upon any facts or materials provided by Lessor nor was Guarantor induced to execute this Guaranty by any representation, statement or analysis made by Lessor. Guarantor acknowledges and agrees that Guarantor assumes sole responsibility for independently obtaining any information or reports deemed advisable by Guarantor with regard to Lessee or any other guarantor. and Guarantor agrees to rely solely on the information or reports so obtained in reaching any decision to execute or not to terminate this Guaranty. Guarantor acknowledges and agrees that Lessor is and shall be under no obligation now or in the future to furnish any information to Guarantor concerning Lessee, the Liabilities or any other guarantor,and that Lessor does not and shall not be deemed in the future towarrant the accuracy of any information or representation concerning the Lessee, any Guarantor or any other person or legal entity which may induce the Guarantor to execute or not to terminate this Guaranty, Guarantor has read, understands, and agrees to the provisions of this Guaranty and the Lease and has executed this Guaranty voluntarily, under seal, with fit[[ authority and with the intent to be legally bound by its terms,corylifii�ns,-and obligations of this Guarant,,,,, Dated: /JP, &/o- -:.o '71 '6tarantor: Joseph M.RIi4til ' Birth Date: 7/13/45 Address: 1401 Estuary Trail Drivers License:H632-493-45-253-0 Delray Beach,FL 33483 Dated: vua"antor: Barbara A.I`tirtuk SS#:158-34-5686 Birth Date: 12/31/45 Address: 1401 Estuary Trail Drivers License:H632-061-45-971-0 Delray Beach,FL 33483 Dated: e � �. ._._. ., � t� n 6 a� i°. §!% . t fa F.n.'u�4 . z� d {o. "� v. „. $. l Pua � fl i,q, t � Q r �Y. .� .sib` .a... n �?e, ;�. _ ;a � a ,# 4 t§ e .. :dt s. :E, �.3 .� w. .., '�. _ ¢ b m i E, s°.� tlu.»7�`�t�.`ems „. JY y�,,,� ,.® jg/8 p� Afi� �m , yy,,��ss ..t � i r A � 6 ° Guarantor.�dichaael SwainSS :,� L: cl-P.3 Birth Date: 1—z'1 Address: rL Drivers License Number: 44, q 9.3Ve3 Dated- 2/ '(a� °Steyr:;ih 3a°4.Hur uk III s #: 10— ' — f3ia�th[.datcese: 1'1'jPAO Address: 44��, r I (_Drivers License Number:Ar�MSS'!� Dated: Graaararle—11—urtuk SS#: Birth[)ars: Address: Drivers License Number: RULES AND REGULATIONS (1) All loading and unloading of goods shall be done only at such times,and in the areas,and through the entrances.designated for those purposes by Lessor. (2) The delivery or shipping of merchandise, supplies and fixtures to and from the Premises shall be subject to such rules and regulations as in the judgment of Lessor are necessary for the proper operation of the leased Premises or Property. (3) All garbage and refuse shall be kept in the kind of container specified by Lessor, and shall be placed outside of the Premises prepared for collection in the manner and at the times and places specified by Lessor. If Lessor shall provide or designate a service for picking up refuse and garbage,Lessee shall use the same at Lessee's cost. Lessee shall pay the cost of removal of any of Lessee's refuse or rubbish. (4) No radio or television or other similar device shall be installed without first obtaining in each instance Lessor's written consent. No aerial shall be erected on the roof or exterior walls of the Premises, or an the grounds,without in each instance,the written consent of Lessor. Any aerial so installed without such written consent shall be subject to removal without notice at any time. (5) No loud speakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Premises without the prior written consent of Lessor. (6) If the Premises are equipped with heating facilities separate from those in the remainder of the Property, Lessee shall keep the Premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures. (7) The outside areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by Lessee to the satisfaction of Lessor,and Lessee shall not place or permit any obstructions or merchandise in such areas. (8) The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein. The expense of any breakage,stoppage,or damage resulting from a violation of this provision shall be borne by Lessee,whether the problem was caused by Lessee,its employees,agents or invitees. (9) Lessee shall not burn any trash or garbage of any kind in or about the Premises, the Property. (10) Lessee shall not be allowed to display merchandise, place signs, tables, chairs or any other items on the sidewalk or outside the Premises without prior written approval from Lessor. SIGN RIDER To provide for an aesthetica) pleasing appearance compatible with the architectural design of the Property, the following signage standards have been developed. These criteria have been carefully drawn to provide adequate and equitable exposure for Lessee's merchandising purposes, while providing the visual continuity and high level of appearance conducive to success in the market place. To ensure compliance with the criteria, the Lessor reserves the right to review all proposed sign criteria and to require revision of any sign designs which the Lessor judges not to comply. The Lessee shall submit scaled drawings to the Lessor or Lessor's designated consultant or agent for this purpose. Lessor reserves the final right to interpret these standards and to approve all signs and graphics at the Property. General Criteria 1. Those stores designated by the Lessor as "anchor stores" shall be permitted the identification as is shown on their respective drawings. 2. Prohibited Signs and Devices, The following are prohibited: A.Flashing lights and animated signs B.Exposed neon or other unshielded illumination. C.Audible devices D,Box type signs E.Applied plaque signs or painted wall signs. F.Vacuum formed letters,Styrofoam or Gatorfoam letters. G.Any other signs deemed objectionable by the Lessor, 3. The quantity, location, construction and appearance of all exterior signage shall be as set forth in these guidelines. 4. In cases of conflict with the local ordinance,the local ordinance shall prevail and these criteria shall be modified only as needed to achieve compliance. The spirit and intent of these standards shall be followed in such cases to the extent possible. 5. Lessor's approval is required prior to Lessee filing an application to the building department for a sign pen-nit. Primp x,. Lessee Identification All lessees other than those designated as an "anchor store" or "prime lessee" shall comply with the following standards: I. Only one sign per each rental space is permitted on the facia, sign band or building facade. 2. The one permitted sign is limited to the trade name only or may be a descriptive word or phrase such as "Law Office" or "Stationers," Advertising copy such as "Shoes for the Family"is not permitted. 3. One line of copy is permitted. 4. Signs shall consist of individual channel letters illuminated with single or double tube 15mm neon. Construction shall be .040-gauge aluminum with 1/8" translucent acrylic faces. Retainers shall be ofjewelite bonding. Returns to be 4 V2"deep. 5. All individual letters shall be mounted flush to the facia, then centered on the storefront as required. All wiring and transformers are to be concealed. 6. Letter size shall be,as Lessor shall request. Lessee acknowledges that generally the minimum size will be 18"in height. Only upper case Helvetica letter style is permitted. 7. The length of the sign is restricted to eight (80) percent of the length of the storefront. 8. Logos, symbols of trademarks are not permitted except where the Lessor determines that such logo is an essential part of the Lessee's identity or is a nationally recognized trademark. If permitted, the logo shall immediately follow or precede the Lessee's name and shall not exceed the height of the permitted capital letter. The logo shall be included in calculating the total sign area. 9. Upon removal of the sign, the Lessee shall. restore the facia to its original condition at Lessee's own expense and to the satisfaction and approval of the Lessor. The sign shall be removed when vacating the Premises. 10. Lessee shall,at Lessee's sole expense,install within thirty(30)days from the date Lessee opens for business an exterior sign, in keeping with the foregoing, in a location on the fagade as designated by Lessor that will advertise Lessee's name or type of business. In addition, if the Property has under canopy signage or signs in planters or other locations that is uniformly chosen by the Lessor,Lessee will be required to install such sign as required by Lessor within a reasonable time period not to exceed ninety (90) days. If there is no such signage as of the Commencement Date, but Lessor elects to have such signage or signs in planters at any time during the Term of this Lease then Lessee shall install the signage within a reasonable time period not to exceed ninety(90)days. I I. No signs, banners,placards or other advertising shall be permitted in,on or about the Premises except with the prior written consent of Lessor,in Lessor's sole discretion. 12. All signs shall comply with all local regulations as well as the Sign Rider. 13. Lessee shall, at Lessee's expense, maintain any sign, canopy, prior decoration, lettering or advertising matter as approved by Lessor,in good condition and repair, RESTAURANT RIDER Lessee shall use the Premises in a first class manner and shall maintain the Premises in accordance with all laws, regulations,codes, licenses, permits and approvals issued or required by State,Federal or Local municipal government agencies having jurisdiction thereof,as well as comply with all obligations imposed by insurance carriers insuring the Premises and the Property. Lessee is prohibited from: (I)serving alcoholic beverages to customers who are not dining at the Premises, and(ii)operating the Premises,or any portion thereof,as a primary use that is a nightclub,tavern,or cocktail lounge and(iii)eliminating food service from the Premises and serving only alcoholic beverages,unless Lessee has written consent from Lessor,which may be withheld in Lessor's sole discretion. In addition to the forgoing,and not by way of limitation,should Lessee's permitted use require any of the following, Lessee shall,at its sole expense and after compliance with Lessees Work Rider: 1. Be solely responsible for maintaining trash receptacles in an area designated by Lessor, which shall be kept clean at all times. All trash shall be removed on a regular basis and appropriate pest control shall be maintained;and 2. Install and maintain a UL Listed G2 Grease Guard Rooftop Defense Systems(or similar product as is approved in writing by Lessor)on the roof of the Premises around the entire exhaust fan or fans,by a contractor or contractors approved in writing by Lessor. 3. If alcoholic beverages are served, maintain liquor liability insurance in such amounts, form and type of coverage as Lessor shall request in its sole discretion, naming Lessor and Gulfstream Property Management as additional insureds on a primary basis. 4. If Lessee prepares food in the Premises,Lessee shall install repair,maintain and replace as necessary,a fire extinguishing system and grease filters within the hood and duct of the cooking facility which satisfies the requirements now and hereafter established by municipal codes and Lessor's property insurer and to provide Lessor with appropriate documentation evidencing that this system has been installed. Lessee acknowledges that grease can damage the roof. Therefore, Lessee shall regularly clean and maintain the cooking exhaust system and ductwork, consistent with industry standards and manufacturers recommendations in order to avoid offensive odors and to prevent damage to the roof, Additionally.Lessee shall install and maintain and replace as necessary any additional equipment necessary to protect Lessor's roof system from grease(e.g. a sand pan). 5. Lessee shall install, repair, maintain and replace, as necessary grease traps immediately outside the Premises connecting all lines from the Premises to the mains itary branch. The grease traps shall be installed in compliance with all local laws and regulations. Any upgrading to the sanitary or sewer lines necessitated by the installation of the grease traps shall be performed at Lessee's expense, Lessee shall restore any parking or landscape area disturbed in connection with the installation of these traps to a condition equal to that existing prior to the work, Maintain a monthly service contract from a licensed contractor for the maintenance and repair of a grease trap.. 6. LIVE ENTERTAINMENT - Lessee agrees that all Forms of signage, entertainment, special events and music (including ambient music and outside speakers) that will be used in or relating to the Premises shall require Lessor's prior written approval. Lessee shall not permit any loud music or other sounds to emanate from, or occur at the Premises,and shall not use any speakers,televisions or other devices in a manner so as to be heard or seen outside of the Premises. All music must be limited to the inside of the Premises and shall never exceed the level permitted by local city ordinance- If such entertainment and music (including ambient music and outside speakers)are deemed at any time to be too loud in Lessor's sole discretion,upon notice from Lessor or its agents, Lessee shall Forthwith cause to cease or reduce such entertainment and music(including ambient music and outside speakers), SITE PLAN �t k301 £ t 4�{� l d "a�� lei t�1�Yt y i L 4 � i V 1 RELOCATION RIDER w � u k. `; t1 _ C � A V 11 l ��, , EXHIBIT A-IMPROVEMENTS Counters $ 3,800.00 Plumbing $ 1,279.00 Exterior/Interior Paint and Floor Install $ 4,500.00 Flooring $ 229.89 Landscaping $ 5,640.00 Project Total $ 15,448.89 50%CRA Reimbursement $ 7,724.45 20%Contingency $ 1,544.89 Total Grant Request $ 9,269.33 STIESPR NOE, 561-727-4772 561-729-8939 FAX: 561-640-3541 INVOICE Customer~: P DecZZ Date : 10�a a "� Address: d d C/ � City: 6oYAl7 � � , FL `3' v '—State : FL Zip Code: Phone : Fax Cabinet : V-4 A, Granite: 1 Illy 1 n' Finish l :Edge �-Fk r l J\l ND 0 Z, Undermount Sink : Yes No Back Splash : Depost : �` (rj� Balance BALANCE TOTAL : , -23 1 L L Terms :A 50%deposit is due at the time of signing to hold material and commence fabrication.Balance is due upon job completion.Granite and Marble are natural stones and therefore may have variations in color, shading, texture and markings.No plumbing or electrical are included. f Signature . Date Cleary Plumbing, Inc. Invoice 9850410 1011 8th Ave South Invoice Date 11/2/2020 iLake Worth, FL 33460 " ! 0 561-790-1956 Completed Date G- www.ClearyPlumbing.com Technician Matt v Customer PO Billing Address Job Address Hurtuk,Joe Hurtuk,Joe 209 North Federal Highway 209 North Federal Highway Boynton Beach,FL 33435 USA Boynton Beach,FL 33435 USA Description of Work Returned and installed hose bib and basket trainer. Must return for other misc work Monday.Also special ordered fittings for kitchen faucet 5-7 business days. Returned Monday and completed Owner supplied material installs. Installed owner supplied stainless steel hand washing sink with faucet, also installed faucet behind counter. Tested all work throughly with no leaks present. Owner has paid in full and owes $0 remaining balance. Task# Description Quantity Your Price Your Total Kitchen Dual Stop Install Services Included:(Per Dual Stop) 1.00 $215.00 $215.00 Shutting Off Water to Home.Draining Water From Lines.Install New 1/4 Turn Dual Stop For Either Dishwasher,Ice Line,Filter or Insta-Hot. We Will Test Work In Front of Customer When Done. Terms: • We Are Not Responsible For Any of The Other Parts Not Replaced By Cleary Plumbing.We Always Suggest to Replace Everything If It is The Same Age of The Part Being Replaced/Fixed Food For Thought! • This is a Good Time to Change Out Any Other Shut Off Valves That Are The Same Age(Add On Pricing) • If You Have a Gate Valve For Your Main Shut Off Valve,We Would Recommend Changing it Hose Bib Install Service Includes: 1.00 $205.00 $205.00 Removing Of Existing Hose Bib and Installing New Lead Free Hose Bib. We Will Test Work in Front of Customer When Done Cleary Makes Sure You Are Safe! We Also Install a Vacuum Breaker On Every Hose Bib to Protect Your Water From Possible Back Siphon-age. By Code It Is Required Also! Terms: We May Have to Cut Or Chip to Get Access to The Water Line.(This Will Be Extra) Depending On The Technician Opinion,When May Be Able to Foam and Patch Wall(It Will Be Extra) If We Can Not Patch,We Will Advise Customer Suggestion Box: • This Is a Great Time to Change Any Other Shut Off Valves or The Main Valve Because the Water Will Be Turned Off Already MISC Service Includes:Misc Material and Labor to Perform Plumbing/Air Issue 1.00 $45.00 $45.00 MISC Service Includes bar sink basket strainer 1.00 $189.00 $189.00 MISC Service Includes:Owner supplied stainless steel sink and faucet. 1.00 $365.00 $365.00 Faucet Install Kitchen Service Includes: 1.00 $215.00 $215.00 (Owner Supplied) Removing Existing Faucet.Installing New(Owner)Kitchen Faucet. Hooking Up Existing Water and Waste Connections.We Will Test Work In Front of Customer When Done. • We Do Not Warranty The Faucet Since It is Not Provided By Cleary Plumbing GOING OVER AND ABOVE: • We Will Also Blow Out Hot&Cold Lines to Make Sure There is No Debris in The Lines. • We Will Apply One Application of Bio-Smart to Line to Cut and Clean Grease SUGGESTION TIME! • Change Those Shut Off Valve if Needed! • Protect That Kitchen Line With a Bottle of Bio-Smart • Great Time to Snake and Clean Line As A Preventative Maintenance Measure(45 WARRANTY ON DRAIN IF DONE) MISC Service Includes:Special material for kitchen faucet t&s 1.00 $45.00 $45.00 Paid On Type Memo Amount 10/28/2020 Check 3719 $439.00 10/30/2020 Check 3717 $215.00 11/2/2020 Check $625.00 Potential Savings $95.25 Sub-Total $1,279.00 Tax $0.00 Total Due $1,279.00 Payment $1,279.00 Balance Due $0.00 Thank You For Choosing Cleary Plumbing,Inc. All Residential Services Come With a 1 Year Warranty On Parts and Labor.(Stoppages Not Included)(Any Material Or Fixture Provided By Customer is Also Not Covered)(Life Time Membership Will Extend Warranties!!(ONLY FOR RESIDENTIAL CUSTOMERS)(Commercial Warranties Are 30 Days) I,the undersigned,am owner/authorized representative/tenant of the premises at which the work described is to be done.I hereby authorize you to perform said work and to use such labor and materials as you deem advisable.I agree that the price given below is a complete price for all work stated,with no breakdown of material and labor to be provided. $1,279.00 $1,279.00 Technician: Matt 11/2/2020 By Signing,I acknowledge that Cleary Plumbing,Inc.has satisfactorily performed the agreed services in the amount of$1,279.00.I agree that the amount set forth on this contract to be the total and complete price.I understand that a forty-five dollar($45) service charge will be added for any returned checks and I could be held liable for up to three(3)times the amount of the check or one hundred dollars($100),which is more,plus the face value of the check and court costs(xxxxx).A monthly service charge of one and one- half percent(1.5%)will be added after 30 days,up to one-thousand dollars($1,000),for any unpaid balances.I acknowledge that I have read,understand,and will receive a legible copy of this contract. 11/2/2020 60 SOLD TO _ SHIPPED TO VIA ADDRESS ADDRESS CITY,STATE,ZIP CITY,STATE,ZIP CUSTOMER ORDER N0. SOLD BY TERAS r 0.6. DATE m ,_ 10 s - 4 ° ............ z. ` °' ------- �.. ---------- ................. —— o --- ° s I ° ; > ° e ° �4,I ... G ° .. _ — ° Ll ° r ° ° ° 01-11 LOWE'S WME CENTERS, LLC 1500 CORPORATE DRIVE BOYNTON BEACH, FI. 33426 (561) 733-1397 - MILITARY - PERSONAL USE SALE - -- SAL — SALESN: 51111MS2 7jjj67 TRANS#-. 19415574 09-29-20 553878 8-48 NATURAL TIMBER ASH P 1,912.80 8,86 DISCOUNT EACH -0.89 240 B 7.97 [DELIVERY) 1103731 LARBE FLOOR TILE MRTAR OR 1'ry 16,96 DISCOUMT FACH 8 0 15.28 [DELIVERY) 37663 KERACLR CHRCOAL SND ORT # Y4.26 13A8 DISCOUNT EACH 2 0 12.13 [DELIVERY) 2 DELIVERY FEE 79.uu SUBTOTAL: 2,138.30 TAX: 144.19 INVOICE 79157 TOTAL: VISA: 1,262.46 TOTAL. DISCOUNT: 229.69 THANK. YOU FO1�' YOUR MILITARY SERUiC-Z=� VISA: X'XXXXXXXXX%X0790 AMOUNT:2,282.46 AUTHCO: 065038 CHIP REFI0:111110433302 09/29/20 17:50:02 CUSTOMER CODE: no ARL: US DEBIT TUR: 8080088000 AID: A000O000980840 TSI: 6800 SPORE: 1111 TEANINAL: 10 09/29/20 17:39:34 # OF ITEMS PURCHASED: 2501 Eg.,LUOES FEkS, SEHVICES ;his )MAH 1611— iitnl) JD rri Landscaping & Lawn Care LLC INVOICE NO: 7555 Address:404 NE 20th Ave, Boynton Beach, FL 33435 Dolores: English (561)215- 1557 Juan:Spanish (561) 323-3028 E-Mail Address: lolajuan502.@grnaii.com TE: 7/23/2020 DUE DATE: BILL TO: � � � ' Joe Hurtuk ADDRESS: 209 N Federal Hwy, Boynton Beach, FL 33435 PHONE NO: (561)339-3932 EMAIL: 4 P,DaW, �cs 0I.Com, Quantity Description Unit Amount Landscape Work 1 Date:07/23/2020 Front&side palm tree trim $ 350.00 Paid with Check#3588 $ (350.00) 2 Date: 08/05/2020 Sprinkler System repair&replace $ 225.00 Paid with Check#3610 $ (225.00) 3 Date:08/07/2020 Layout bricks and concrete $ 525.00 Paid with Check#3618 $ (525.00) 4 Date:08/19/2020 Sand installation and weed barrier front of store $ 1,175.00 Paid with Check#3626 $ (1,175.00) 5 Date:08/22/2020 Courtyard Preparation clean up all leaves $ 100.00 Paid with Check#3635 $ (100.00) 6 Date:09/28/2020 Backyard Clean Up Palm Tree Trim and Tree $ 550.00 Paid with Check#3682 $ (550.00) 7 Date: 10/10/2020 Courtyard installation of sand and stones,front $ 1,510.00 parking lot install clusia 3G Paid with Check#3705 $ (1,510.00) 8 Date: 10/23/2020 Rock installation&tree trim front parking lot $ 1,205.00 Paid with Check#3716 $ (1,205.00) Total of all landscape work$5,640.00 has been all paid out to Juan Landscaping same as JD Marroquin Landascping& Lawn Care LLC Payment: ,Cash or Check payable to:Juan Landcaping Include Invoice#on Check. TOTAL 5f Please, NO Credit Card Payment. Thank you! Terms: Payments due on receipt. / Counters $ 3,800.00 Plumbing $ 1,279.00 Exterior/Interior Paint and Floor Install $ 4,500.00 Flooring $ 2,282.46 Landscaping $ 5,640.00 Project Total $ 17,501.46 50%CRA Reimbursement $ 8,750.73 Less Lien Search $ (115.00)' Final Check Amount $ 8,635.73 INVOICE GLOBAL SATELLITE &AUDIO Florida 33321 United States Phone: (561) 5719662 Fax: (954) 3665892 Mobile: (954) 8394730 Toll free: (305) 3632519 globalsatelliteandaudio.com BILLTO Invoice Number: 2305 Boardwalk Italian Ice &Creamery Joseph Hurtuk P.O./S.O. Number: Tax ID 20-3545527 209 N Federal Hwy Boynton Beach, Florida 33435 Invoice Date: April 2, 2021 United States Payment Due: May 2, 2021 5616009593 Amount Due (USD): $3,138.00 boardwalkdesserts@yahoo.com 16 CHANNEL HYBRID DVR W/FACE ALL 3 TEC 1 $388.00 $388.00 4K Digital video recorder 16 channel Camera 16 $80.25 $1,284.00 5 Megapixel camera Day and Night Power Supply 1 $91.00 $91.00 Power supply 16 CH Hard Drive 1 $139.00 $139.00 Storage Device 4 Terabyte Dvr Hard Drive Wires &accessory 1 $150.00 $150.00 Wires&accessory SAMSUNG 1 $236.00 $236.00 TV 32 inch monitor Samsung . Camera Instalation 1 $850.00 $850.00 to mount&install &program cameras and DVR Total: $3,138.00 Amount Due (USD): $3,138.00 Notes/Terms A minimum of 50 % deposit is required on all job TAX IP 20.3545527 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.G. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for ManCave for Men Boynton Beach LLC located at in One Boynton at 1513 S. Federal Highway SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from ManCave for Men Boynton Beach, LLC located in One Boynton at 1513 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments 1 -11). ManCave for Men is a luxury barber shop offering a variety of services tailored to meet the needs and expectations of even the most demanding man. ManCave is decorated with aged wood trimmings, leather and chrome barber chairs, flat screen TV's and complimentary drinks. Services include haircuts, hot shaves, manicures, pedicures, and massages. As the tenant of a barber shop, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for an interior build-out including painting, plumbing, electrical, interior walls, and fire suppression system. The total cost of eligible property improvements is approximately$148,780 (see Attachment 111). If approved, the applicant is eligible to receive a maximum grant of $25,000 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $25,000 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,000 to ManCave for Men Boynton Beach LLC located in One Boynton at 1513 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Program D Attachment II - Location Map D Attachment III - Project Quote BOYNTO =BEACH RA COMPAUNffY REDEVELOPMENT AGENCY October 1, 2020 - September 30, 2€ 21 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building, The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business„ means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. initials Page 1 of 17 Property Improvement 100 East Ocean Avenue,4t Floor, Boynton Beach, EL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http:/Iwww.boynton-beach.org/go- green/pace_program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com or view the attached brochure. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies (copies of City and County licenses or receipts that the licenses have been applied for). Initials EAI�1- Page 2 of 17 Property Improvement 100 East Ocean Avenue,4t' Floor, Boynton Beach, Fl-33435—Phone: (561) 600 -9090 www.boyntonbeachcra.com • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations, All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application. • G'rant funding amounts will be based on the applicant's project budget, specified at the time of the BBCRA Board approval, plus an added 20% contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. Initial Page 3 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561) 600-'00'00 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • The property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent) and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award. Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program.A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Projects and items eligible for funding under this grant program are limited to- o Structural walls 0 Plumbing 0 Flooring a Grease trap installation 0 HVAC system 0 ADA Improvements 0 Electrical systems, 0 Hood Mire 0 Signage including exterior and suppression 0 Doors/windows interior lighting lnitlals Page 4 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com • Landscaping and • Parking tat re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building Painting • Fencing (excluding . Demolition of structure Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and Security stations— See attached water heating — See cameras/system** ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) "* Notwithstanding the limitation that grants may only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems, Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • MassagelPersonal Services i Medical Research Centers/Housing • Firearm Safes/Shooting Ranges * Massage/Personal Services • Religion- Affiliated Retail Stores . Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the • CBD Retail Stores BBCRA Area Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All initials SK Page 5 of 17 Property Improvement 140 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435--Phone: (561) 00.9490 www.boyntonbeachcra.com reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20% for contingency funding., Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: & Restaurant 0 Bakery 0 Gourmet Food Market 0 Hotels/Motels/Bed and Breakfast Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses- • Home D6cor/Design - home * Boutiques- clothing, shoes & furnishings, art galleries, kitchen accessories wares 0 Law Offices • Accounting Offices 0 Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) • Marketing Offices 0 Medical Offices • Fitness Facilities -yoga, dance * Insurance Offices exercise, martial arts, etc. e Take Out Restaurants • Auto Services Facilities - repair, 0 Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses - approvals per fiscal year) stationary, gifts, sporting goods 0 Florists (no more than two approvals per fiscal year) Initials C-Pf Page 6 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com • Other commercial faqade only improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBCRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements, • Insurance requirements: • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting Initials i2TA Page 7 of 17 Property Improvement 100 East Ocean Avenue,41' Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com an application. Applications will not be considered until all required documentation is submitted to the BBCRA office_ Applicationto this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicantsmust submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of$100, which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to- Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project, 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11 Two years of personal tax returns for the principal/owners of a new business. 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project, 15.Completed and signed application (attached). Initials 9A Page 8 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 3,3435. Phone (b 1) 742-6000. Approval of Funding Request All required documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Initials Page 9 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work must be completed and paid for by the applicant prior to the release of BBCRA funds. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3) days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the Reimbursement Request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or"bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. A "final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 4. A minimum of 4 color "after" photos of the project. By submitting for reimbursement, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BBCRA, City of Boynton Beach, Palm Beach County or the State of Florida. The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. Initials Ct-N- Page 10 of 17 Property Improvement 100 East Ocean Avenue,4t'Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com ........... 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 B13CRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding Initials Page 11 of 17 Property Improvement 100 East Ocean Avenue,Wh Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com i BOYNTONIJ�' C R k'NYF1 �4k`��5��B E AC _ ' __ COMMUNIffY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): MANCAVE FOR MEN OF BOYNTON BEACH,LLC Current Business Address:. 1503 S. FEDERAL HWY BOYNTON BEACH FL 33435 Fed ID#: 86-2250541 Business Phone Number: Cell: Website: WWW.MANCAVEFORMEN.COM Existing Business: Yes XNo Number of years in existence: 9 YEARS Time at Current Location: New Business to Boynton Beach: Yes X No_ Do you have an executed lease agreement: Yes X No_If so, monthly base rent: $1945.93 New Business Address (if applicable): Square footage of current location: 1400 sq ft Square footage of new location: 1400 sq_ft Type of Business: MEN'S SALON Tier 1 Business: ❑ Tier 2 Business: Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: 4 Hours of Operation: 10 A_M/-7 PM List of improvements seeking reimbursement for: (�� a , �I ecc K,r' -Qtrflacr,' NY- Requested grant amount: IS, a C)D r Page 12 of 17 Property Improvement 100 East Ocean Avenue,4 1 Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO "N 1 ' BEACHI' COMMUNffY REDEVEtOPMENT AGENCY RA APPLICANT INFORMATION PRINCIPAIJOWNER INFORMATION (If more than 4 principals/owners additional sheets may be used) 1. Principallawner Name: EMAD AOVIDA Date of Birth: 2/27/1962 Email: INFO@�MANCAVEFORMEN.COM Residential Address: 8180 HARRINGTON DR BOCA RATON FL 33496 Cell Phone Number: 561-789-5153 2. Principal/Owner Name: MARLEEN AO1/IDA Date of Birth: 111611979 Email: INFQ2UAN AVEFORMELQ0M Residential Address: 3180 HARRINGTON'DR BOCA RATON FL 334960 Gell Phone Number: 561-465-6160 3. Principal/Owner Name: Date of Birth. Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the BBCRA? Yes No x If yes, what additional programs are you applying for: Page 1.3 of 17 Property Improvement 100 Fast Ocean Avenue,41h Floor, Boynton Beach, FL 33435—Phone: (561.)600-9090 www.boyntonbeachcra.com BOYN =BE I, RA AGENCY APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes No X If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: CH REALTY VII-PSREG BOYNTON BEACH LAS VENTANAS, LLC Landlord's Mailing Address: 3819 MAPLE AVE DALLAS TX 75219 Landlord's Phone Number: 214-661-800O CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicants). 1, the undersigned applicants), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. 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 Initials "' Page 14 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.COM BOYNTO =BEACH RA COMMUNrrY REDEVELOPMENT CY APPLICANT INFORMATION understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Baynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Initials .ems Page 15 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL.33435--Phone: (561) 600-9090 www.boyntonbeachcra.com ,wW ;iro BOYNTO ", MAN"WBEACH ' RA REDEVELOPMENT AGENCY APPLICANT INFORMATION i APPLICANT SIGNATURES: P , r s Signa re Date EMAD AOVIDA OWNER Printed Name Title 221 mcip s Sig ure Date MARLEEN AOVIDA OWNER Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF r;��• __ COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared dr /u..rleaa A.'AAL who is/are personally known to me or produced l _ 0(-- as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this (5t day of Apr,l 20 '.)- KIRK J. MONGOL N AR UBLI *- My cOMMISSION#GG 299323 My Commission Expires: EXPIRES.February],2023 ge 6 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Boynton Beach CRA Commercial Property Improvement Grant Program for Mancave For Men Boynton Beach, LLC BOYNTON C- NnEwn B E AC H RA COMMUNITY REDEVELOPMENT AGENCY LANDLORD INFORMATION LANDLORD SIGNATURES: Landlord's Signature Date CH Realty VII-PSREG Boynton Beach Las Ventanas, LLC, Printed Name by its Manager Fabian Rodriguez, Regional Property Manager Title 2. Landlord's Signature Date Printed Name Title Notary as to PrincipallOwner's Signatures -Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authoriz;dy aw to administer oaths and take acknowledqements, personally appeared Q!20e 2-- , who isAtCr�eerso�nahy known "o me or produced Ij as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in It and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and off iial seal in the State and Cou4y aforesaid on this day of 20 ,v rum JUANAHIRALDO commieston#GG 2wo No PUBLIC Expires October 28,2022 M mmission Expires: 44 0 Vrt!v Y Fry Page 17 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 3/5/2021 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } iv RTr ae44 4; ,.ho"''? 1 d yak e uc s Search by Owner,Addressor Parcel li 9 00 View Property Record �w y Ownersi .t 1 CH REALTY VII PSREG BOYNTON BEACH - LAS VE +„ r �tI Property Detail c a, 1 331 S FEDERAL HWY 102db IMuii BOYNTON BEACH f . .eNo, 08434528450010000 (I� Sulkdivisiorl LAS VENTANAS - -� Book 28776 Page 1084 1,, S..le Dare=. DEC-2016 5605 GLENRIDGE DR NE MailingSTE775 Adaess ATLANTA GA 30342 1 378 B �. ,VAL 1200- STORE/OFFICE/RESIDENTIAL 'I{ c e= e e 822044 5^'^'^""— E w�,.tt W r ollrflFxrt Ftd- �v i oadbritl Sales Information3 I� 1 � Sales Date Price r DEC 2016 109350000 e .......................................................... Appraisals Tax Year 2020 4 \ y mr,mv i r e._e...Value $0011 Value Market,fm.ue3 $87,000,000se— All values are as ofjanuary 1st r} �� --'W" each yea r 4rt� Assessed/Taxable values I; Tax Year 2020 rA�se�,�,eValue.- $87,000,000 - ,r :xei ..Amount $0, a )� s, i lxalbievauet $87000,000, Taxes Tax Year 2020 Ai - t ,n. .e $1,861,600 .- 1 ;;r A e'. t . $1 38 796 vtt =�v __ _ - ' �I v A _- w ..ax $2,000,396 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528240000040 1/1 ger-,Emad A0vida U Job Nam. mer UILDERS Job Address:1503 > fedetAt highWaY OF AMERICA Boynton Beach,f-I 33435 3/15/202-1 A�lr HATS {� 3d AL ulBiil Pd ri'r5 �tiN` Ela; j- Tr` aEi l t'hSyy^.. a{u�,,';`.Al Yw,u,, kxv i ,�: .„'"T.' r�K'ie i n ,r 9.R:t�, P. 'T ,. .GI �')',�,.�i r cr o . fn,vw P A . �i 9 m ..s ,{rte A� ..M«4.. atd Aye 0o ,;aL a3 p,u r ._. . : ,d ylir's,a t; Total pri= dor Labor 4 mteriall743t, exclu,40t ffmm pavmv,nt s e arm as COI Law- 14 i t .44vellunu-irIMPORIa.r . r r rrr r , AI c r s`r" t fi d� o beltwe n thelyarlies,ej)jjrjrjnsiha( you are in agree ml with the Contract vrrrrw ami CondRiOns a v, toted herein,and directs t proceed with the projecti,projectat the piles kLte,d abov in'accorda sa with than terms r utfittird in this r1 ,va 'the untlema=gared to (c4,1 one,�. (Avvie*r Aut, o rLred cage N vt Owner hera b,v aceej�)tv mum a 0 Io,tom: pa r�ev,,s, ~gfic`olion5 awl Conditions ira�c retro a�bruve r" a rasa��a a� as�rt�a� Phis .arartr�c t. A everpted PRINT A"IME, a. m ( �"' E DA TL Accepted kv c nulla r.- PRIAT ATA AM' le _ ,. IT i it � � V I Wim, IVAC'e�ty a "F==7s 13, I 1� 7 , a$� 3 I J� YA tiY i w gg n I , CAVE a.nECOLING N k aNt"O�� 'TON fSUSMra om m P'�I re WX4 r � � s 1 i � P AVASTING E � ° { BREAD i43 .. �i IJ ,r E i II� I MAN T i �I E CAVE *,062CRAL 401 r.a:4r � I 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.1-1. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $14,748 for ManCave for Men Boynton Beach LLC located in One Boynton at 1513 S. Federal Highway SUMMARY: The CRA's Commercial Rent Reimbursement Grant Program provides qualified new or expanding businesses located within the CRA District boundaries with rent payment assistance for a maximum period of 12 months. CRA staff has received a complete grant application from ManCave for Men Boynton Beach LLC located in One Boynton at 1513 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - II). ManCave for Men is a luxury barber shop offering a variety of services tailored to meet the needs and expectations of even the most demanding man. ManCave is decorated with aged wood trimmings, leather and chrome barber chairs, flat screen TV's and complimentary drinks. Services include haircuts, hot shaves, manicures, pedicures and massages. As a barber shop, ManCave will be employing approximately 14 employees ranging from full-time and part-time positions for barbers, stylists, estheticians, nail techs, massage therapist and front desk staff. Under the terms of their Landlord-Tenant Lease Agreement, the base rent including CAM, required to be paid by the applicant is $2,458 per month (see Attachment 111). ManCave qualifies as a Tier I I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 month period, whichever is less. If approved, ManCave for Men Boynton Beach, LLC would be reimbursed in the amount of $1,229/month for a period of 12 months or a total grant amount of $14,748 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $14,748 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $14,748 to ManCave for Men Boynton Beach LLC located in One Boynton at 1513 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Program D Attachment II - Location Map D Attachment III - Lease BOYNTO "w""B EAC COMMUNffY REDEVELOPMENT AGENCY October 1 , 2020 September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease.. The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119. Any documents provided by the Initials Page 1 of 15 Rent Reimbursement 100 East ocean Avenue,4`"Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Applicant(s) may be produced by the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Rent Reimbursement Grant Program offers financial assistance through a reimbursable grant in the form of a monthly rent reimbursement for the first 12 months of business with the option to request an additional 6 months of reimbursement, which may be granted at the discretion of the Board. New businesses are eligible to apply for assistance for up to six months from the issuance of the City of Boynton Beach Business Tax Receipt. RentReimbursements will not be paid until all construction has ended, permits are closed out, City and County licenses are obtained, and the business is open for operation under a Temporary Certificate of Occupancy (TCO) or a Certificate of Occupancy (CO). For businesses that do not require any construction work, rent reimbursements will not be paid until City and County licenses are obtained and the business is open for operation. On a monthly basis, the BBCRA will issue reimbursement directly to the applicant. Reimbursement is for the monthly rent payment made to the landlord, and is dependent upon receipt of verification that the payment has been cleared by the bank. The responsibility for all rental payments is between the parties to the lease, (the tenant and the landlord). As grantor, the BBCRA does not bear or accept any responsibility for payment of rent at any time, or for penalties incurred for the late arrival of payments by any party. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses stay competitive through training grants and talent acquisitions and also provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourcepbc.com. Initials—f-111 Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue,41h Floor, Boynton Beach, Fl-33435-Phone: (561)600-9090 www.boyntonbeachcra.COM ........... Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be a new business, or an existing business that is expanding in size. • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved. • Must be located within the BBCRA Area (see attached map). • Must provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (copies of city and county licenses or receipts that the licenses have been applied for). • Non-profit and residentially zoned properties are NOT eligible. • An existing business must expand to occupy more than 50% of its current square footage size or open a second location within the BBCRA Area. Verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. initials grAl Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435--Phone: (561) 600-9090 www,boyntonbeachcra.com The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Rent Reimbursement Grant Program- * Firearm Sales/Shooting Range • Convenience Store a Religion-Affiliated Retail Stores * Churches/places of worship 0 Non-profit organizations • Take-out Foods 0 Check Cashing Stores • Tattoo Shops I Body Piercing 0 Kava Tea Bars Body Art Shops • Adult Entertainment ® Liquor Stores • Adult Arcades • Vapor Cigarette, E Cigarette Stores * Alcohol and/or Drug Rehabilitation • Pawn Shops Centers/Housing 0 Any other use that the BBCRA staff • Massage/Personal Services or BBCRA Board determine will not • Auto Services Facilities — repair, support the redevelopment of the storage, sales, etc BBCRA Area 0 CBD Retail Stores, etc. 0 Medical Research Centers/Housing Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval. Tier One Business Tier One Businesses are eligible for reimbursement for up to half(50%) of the business's base monthly rent or$1,750 per month, whichever is less (maximum amount of the grant iq T.91 noo Hi0rihi0pri in fntir monthiv nnvmt-ntq) Tier One Businesses must be one of the following types of businesses* Restaurant • Bakery • Gourmet Food Market • Hotel, Motel, Bed & Breakfast Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half(50%) of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four monthly payments. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design —home 0 Clothing Boutique — clothing, furnishings, art galleries, kitchen shoes & accessories wares 0 Law Offices • Accounting Offices * Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Marketing Offices 0 Medical Offices • Fitness Centers 0 Insurance Offices • Specialty Businesses— stationary, * Florists (no more than 2 approvals gifts, sporting goods per fiscal year) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: * A description of the space being rented, including square footage and a drawing of the space; * Description of utilities that are the tenant's responsibility; * Rental rate and deposits along with terms of lease and methodology for future rent increases; Initials IC4 Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue,41" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; o Ability to terminate: and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the BBCRA for all grant money received up to that point and will not be eligible to receive any further grant funding. For purposes of this grant, the BBCRA considers the following to be subletting, A) executing a sublease, assignment, or similar agreement with an entity that is not the grant recipient; B) allowing the subject property to be occupied by any business entity in which the grant recipient is not listed as the registered agent, owner, officer or director of said business, or assisting such a business in so doing,- C) allowing or assisting a business entity other than the grant recipient to list its place of business as the subject property-, or D) allowing or assisting a business entity other than the grant recipient to obtain a business tax license from the City of Boynton Beach for the subject property. The fact that a business entity other than the grant recipient occupies the subject property, lists its place of business as the subject property, obtains a business tax license for the subject property, or similarly appears to use the subject property is sufficient evidence that the grant recipient has allowed or assisted such other business entity to do so and is grounds for termination of any further grant payments and seeking reimbursement for previously paid grant payments. However, it shall not be considered a prohibited subleasing when the business purpose of the applicant is to provide a space for aspiring businesses, such as when the applicant is a business incubator, commissary kitchen, or business that provides co-op workspace. The BBCRA will determine whether a certain applicant fits into the exception described in this paragraph on a case-by-case basis. Initials 51X Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue,41h Floor, Boynton Beach, I=L 33435-Phone:(561)600-9090 www.boyntonbeachcra.COM Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, 41h Floor, Boynton Beach, FL 33435 or downloaded from www.boyntonbeachera.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation Is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first served basis. Application packets must include the following documentation: 1. A non-refundable fee of$100,which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Resume for each principal/owner of the business. 3. Copy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business Tax Receipt). 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). 7. Two years of personal tax returns for the principal/owners of a new business, 8. List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 9. If applicant is an existing business expanding to occupy more than 50% of its current square footage size, verification of this threshold must be provided in the application package. Exceptions to this rule may be made at the discretion of the BBCRA Board if the tenant is losing their current space due to redevelopment of the site. 10.Completed and signed application (attached). 11.Authorization to perform credit check for the business and each principal/owner of the business (attached). Initials OPt Page 7of 15 Rent Reimbursement 100 East Ocean Avenue,4'h f=loor, Boynton Beach, FL 33435-Phone- (561) 600-9090 www.boyntonbeachcra.com 12.W9 Form and Vendor Application (attached). Approval of Funding Request All required application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to evaluate whether the applicant is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. In order to request the 6-month extension, the applicant must submit a presentation at the completion of the 12 months of rent reimbursement, outlining how their first year went and requesting the additional 6 months of rent reimbursement. The presentation must be submitted no later than noon two weeks prior to the second Tuesday of the month The BBCRA Board meets on the second Tuesday of each month. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement Monthly rent reimbursement payments will be provided to the grant recipient beginning the first month the business is open for operation subsequent to BBCRA Board approval A maximum of 12 consecutive monthly rent payments are eligible to be reimbursed to the Initials Page 8 of 15 Rent Reimbursement 100 East Ocean Avenue,4t'Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com approved applicant, with the option to request an additional 6 months. Reimbursement will occur on a monthly basis. Following the initial Reimbursement Request, each reimbursement request shall be made within 30 days of the start of the next month. In order to receive monthly rent reimbursement the grant applicant must submit the following: 1. Written request for reimbursement. 2. Proof of rent payments (i.e., copies of the front and back of cancelled checks for that month's reimbursement or proof of direct deposit). If applicant does not submit its monthly reimbursement request within 30 days following the end of the next month in which applicant is requesting reimbursement, applicant forfeits that month's reimbursement. Discontinuation of Payment The receipt of past payments does not guarantee future payments. The BBCRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party, The BBCRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the BBCRA to award grant funding. Initials Page 9 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com Ej t ,s ";s�> ff BOYNTO 3 , R A COMMUNrrY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (dfbfa if applicable): art 'tib t1 �Y I `� 7 93 '7 ' r L - C '"-eo Current Business Address:_ t A s` )k,/ Fed ID#: to .- 2-_Z _Q S iA I _ Business Phone Number: Fax: Website _ fir? r► G f' 'J ° Cr + Existing Business: Yes No Number of years in existence: Time at Current Location: New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes No If so, monthly base rent: 9S_ 93 New Business Address: Square footage of current location: 1140 S Square footage of new location: 11,4vo Type of Business: a -16'ey 0 `ez - e Number of Employees: Tours of Operation: I0 m- Page 10 of 15 Rent Reimbursement 100 East ocean Avenue,41' Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO =B EAC RA REDEVEL,,OPMENT AGENCY APPLICANT INFORMATION PRINGI'PAVC)V11NER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: , Cmc C4 A 0'V; A 0_ Date of Birth: Z) X1-1 67- Email:% Ma.*?6L&e -� Residential Address: t` r r Bell Phone Number: - -7 eq 2. PrincipallOwner Name: j &Q V; J Date of Birth: i �I (i I d T-79_ Email: j',,'7--to , _J Oa- e°r �'"moi- Residential Address: Cell Phone Number: . PrincipallOwner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name Date of Birth: Email: Residential Address: Gell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean.Avenue,41h Floor, Baynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com Pffii BOYNTO R A 1t7�1 r S, r B E A C H" COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the BBCRA? Yes ✓ No If yes, what ad itional program are you applying for- , I2LC21 Are you receiving grant assistance under any other governmental agencies: Yes_ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: C14 59ec,1 4-X vii L hS Ve- an S Lc c Landlord's Mailing Address: - '!-'>a.\\0.5 4-X Landlord's Phone Number: 4 - 6 J - 496 0) CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTOX, 'RA BE AC COMMUNnY REMELOPMENT AGENCY APPLICANT INFORMATION Community Redevelopment Agency Commercial Rent Reimbursement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board'. I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion„ discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer furthering the Boynton Beach Community Redevelopment Plan_ To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in my application, and give my consent to the Boynton Beach Community Redevelopment agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Boynton Beach Community Redevelopment Agency to run a credit report as part of this application, and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the Boynton Beach Community Redevelopment Agency or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 100 East Ocean Avenue,4$"Floor, Boynton Beach, FL 33435—Phone: (5611) 600-9090 www.boyntonbeachcra.com a , BOYNTOT�l 0"'IMBEACHICRA COMMUNITY APPLICANT INFORMATION APPLICAUT SIGNATURES: Pr ncipal/Owner's Signature Date Printed N Title Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4, Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF Floo . COUNTYOF___- BEFORE ME, an officer duly authorized bylaw to administer oaths and take acknowledgements, personally appeared QvaU-, w Nc law Av.+Ik , who is/are personally known to me or produced Rt- UL as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of f 20 !�� "`�=Fb NOTAR PU L C M Commission Ex i299323 y p e5:2023 Page 14 of 15 Rent Reimbursement 100 East Ocean Avenue,4 1 Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com Boynton Beach CRA Commercial Property Improvement Grant Program for Mancave For Men Boynton Beach, LLC BOYNIU ' CRA COMMUNITY REDEVELOPMENT AGENCY LANLQRD INFORMATION LANDLORD IGNATI,lRlES: J Landlord's ignature Date CH Realty Vll-PSREG Boynton Beach Las Ventanas, LLC, Printed Name by its Manager Fabian Rodriguez, Regional Property Manager Title 2. Landlord's Signature Date Printed Name Title Notary as to PrincipallOwner's Signatures -Multiple notary pages may be used if signing individually STATE OF COUNTY OFPkLVLA '!E BEFORE M , an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared ' , J , who is re personal y nown"to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. i IN WITNESS OF THE FOREGOING, I have set my hand and ofii jai seal in the State and Coun'y aforesaid on this �1 day of q 20 M , JUANAHIRALDO 4 0' Commieelon#GG 266683 NO PUBLIC Expires October 28,2022 MVC6mmission Expires: C#ltio¢ BondMdMuBudy„Not"Sink$$ Page 15 of 15 Rent Reimbursement 100 Fast Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com 3/5/2021 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } iv RTr ae44 4; ,.ho"''? 1 d yak e uc s Search by Owner,Addressor Parcel li 9 00 View Property Record �w y Ownersi .t 1 CH REALTY VII PSREG BOYNTON BEACH - LAS VE +„ r �tI Property Detail c a, 1 331 S FEDERAL HWY 102db IMuii BOYNTON BEACH f . .eNo, 08434528450010000 (I� Sulkdivisiorl LAS VENTANAS - -� Book 28776 Page 1084 1,, S..le Dare=. DEC-2016 5605 GLENRIDGE DR NE MailingSTE775 Adaess ATLANTA GA 30342 1 378 B �. ,VAL 1200- STORE/OFFICE/RESIDENTIAL 'I{ c e= e e 822044 5^'^'^""— E w�,.tt W r ollrflFxrt Ftd- �v i oadbritl Sales Information3 I� 1 � Sales Date Price r DEC 2016 109350000 e .......................................................... Appraisals Tax Year 2020 4 \ y mr,mv i r e._e...Value $0011 Value Market,fm.ue3 $87,000,000se— All values are as ofjanuary 1st r} �� --'W" each yea r 4rt� Assessed/Taxable values I; Tax Year 2020 rA�se�,�,eValue.- $87,000,000 - ,r :xei ..Amount $0, a )� s, i lxalbievauet $87000,000, Taxes Tax Year 2020 Ai - t ,n. .e $1,861,600 .- 1 ;;r A e'. t . $1 38 796 vtt =�v __ _ - ' �I v A _- w ..ax $2,000,396 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528240000040 1/1 LEASE AGREEMENT BETWEEN CH REALTY -PS BOYNTON BEACH LAS VENTANAS,L.L.C., AS LANDLORD,AN MANCAVE FOR MEN BOYNTON BEACH LLC, AS TENANT TED FEBRUARY 21 ,2021 THE SHOPSHOPPES AT LAS VENTANAS BOYNTON BEACH,PALM BEACH COUNTY,FLORIDA ASIC LEASE INFORMATION Lease Date: FEBRUARY 21 ,2021 Landlord CH REALTYVII-P D LAS VENTANAS,L.L.C., a Delaware limited liability company Tenant MANCAVE FOR MEN BOYNTON BEACH LLC,a Florida limited liability company Premises; The arta known as suite 1503 containing 1,229 rentable square feet described on the plan attached as Exhibit A,being part of the shopping center commonly known as The Shoes at Las Ventan (the"Shopping Center"),which is situated on the property described in xhi it B. The Shopping Center is part of a mixed use development known as Las Ventanas,which is comprised of retail and residential uses. The to "Shopping Center" includes the retail portion of the property described in Exhibit B together with the improvements thereon,including the first floor of the building in which the Premises are located(the" uildi "),and such additions and other changes as Landlord may,from time to time,designate as being included within the Shopping Center. x ' rt A is attached hereto solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation,warranty or agreement by Landlord as to any information shown thereon or that the Shopping Center or stores be exactly as indicated thereon. Tern' 120 full cale13dar months,plus any partial month from the Commencement Date to the end of the month rn which the Commencement Date falls,starting on the Commencement Date and ending at 5:00 p m.local time on the last day of the 120th full calendar month following the Commencement Date,subject to adjustment and earlier termination as provided in the Lease. The"Commencement ate"means the earlier of the following dates: (a) the date upon which Tenant opens the Premises to the public for business,or (b) 150 days after the date on which Landlord tenders possession of the Premises 0 Tenant. Notwithstanding the foregoing,Tenant shall have the right to extend the Commencement Date for a period not to exceed thirty(30)days in the event Tenant does not receive the Tenant Work Approvals(as defined at Section 2(g)of Exhi it hereto)within sixty(60) days after the date Tenant initially submits all required applications for the Tenant Work Approvals to the applicable governmental authorities, v vied, however, in order to exercise such limited extension right,Tenant must(1)submit all required applications for the Tenant Work Approvals to all applicable governmental authorities within thirty (30) days following the Lease Date, and (2) diligently pursue obtaining all Tenant Work Approvals(and if Tenant fails to satisfy both[1]and[2]foregoing,Tenant shall have no right to extend the Commencement Date hereunder). Minimum hent: Subject to the rent abatement provisions set forth in ExEiit M attached hereto,Minimum Rent shall be the following amounts for the followin eriads of time' Annual Minimum Rent Rate Per Rentable Square Lease Month Foot on l lvfinim Rent 1-12 S19.00 $1,945.93 13-24 $19.57 52,004.29 25—36 $20.16 $2,064.42 37— 520.76 $2,126-36 49-60 $21.38 2,19 .15 i 61-72 $22.03 52.255.85 73-84 $22,69 S2,323.53 85-96 S2337 $2,393.23 97-108 $24.07 $2,465.03 109-120 524.79 —$2,538.98 As used herein,the to "LeaseMonth"means each calendar month during the Te (and if the Commencement Date does not occur on the first day of a calendar month,the period from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Tenn and the monthly Minimum Rent rate applicable forsuch partialmonth). Percentage Rent ate: lv'lA. SecurityDeposit: 3,470.97. Rent: Minimum Rent,Additional Rent and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease. Permitted Use: Operation as a first-class barbershop,provided however,in no event shall the operation of Tenant's business within the Premises violate any exclusive or prohibited use set forth on EXHIBIT i attached hereto. Trade Name: Mancave, Tenant's Proportionate 193,,b,which is the percentage obtained by dividing(a)the number of rentable square feet Share: in the Premises as stated above by ( )the 41,897 rentable square feet in the Shopping Center. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Shopping Center set forth above is conclusive and shall be binding upon them, Tenant's Proportionate Share is subject to adjustment as provided in Section 6(c)of the Lease. Common Area $500 per rentable square foot annually for the period from Lease Month I through and Charge: including Lease Month 12(the"First Lease Year",and such First Lease Year and each 12- month period during the Term thereafter, each, a "Lease Year"), payable $512.03 per month in accordance with Sectin. ( l of this Lease. Commencing on the first day of each Lease Year following the First Lease Year,the annual Common Area Charge shall increase by three percent(3%)over the Common Area Charge for the previous Lease Year.. Initial Liability $2,000,000. Insurance Amount: initial Monthly The following shall constitute Tenant's initial monthly payment of Rent required pursuant Payment of Rent: to Sections ,6 Ub ,and 6 Ud of the Lease,which shall be adjusted as and when required under the terms of the Lease: Minimum Rent $1,945:93 Additional Rent Tenant's Monthly Common Area Charge S512.08 Ton is Proportionate Share of Retail Area Expenses $42540 Total Initial Monthly Payment $2,883°41 Ten is Address: Prior to Commencement ate: Following Commencement ate: Macave for Men Boynton Beach LLC Mancave for Men Boynton Beach LLC 950 Peninsula Corporate Circle,Suite 1010 950 Peninsula Corporate Circle,Suite 1010 Boca Raton,Florid t; Boca Raton,Florida 33478 Attention: Attention: ii Telephone: 5, - Telephone: - Telecopy: Telecopy: - Landlord's Address: For allNotices: With a copy to: CH Realty VII-PSREG Boynton Beach Las CH Realty VII-PSREG Boynton Beach V ntanns,L.L.C. Las Ventan ,L.L.C. c/o Southeast Centers,LLC 3819 Maple Avenue 1541 Sunset Drive,Suite 300 Dallas,Texas 75219 Coral Gables.Florida 33143 Attention:Asset Manager—Las Ventanas Attention:Property Manager (Retail) Telephone:561-347-0888 Telephone:214-661-8000 Teleco y:561-347-I66 The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease,then the Lease shall control. LANDLORD: CH REALTYVH-PSREG EAC LAS V NTA AS,L.L.C.,a Delaware limited liability WITNESSES: company CJV ` ly" y: PSREG Las Ventanas,LLC, Printed Name: Christina Morrow a Georgia limited liability company, its manager Printed Name: y: Pollack Shores Ileal Estate Group,LLC, a Georgia limited liability company, its manager r By: Name: J` �✓ Tittc: +� TENANT: MANCAVE FOR MEN BOYNTON BEACH LLC,a Florida limited ' °ity company WITNESSES: Prin e• Title: Printed blame: iii TABLE OF CO NTS Pa No. 1. Definitions and Basic Provisions. .... l 2. Premises:Construction— ......................... „:, . l' (a) Lease Grant....®..., ........................... ......... i (b) Construction and Acceptance of_Premises... ,,,_..................:., ,..n.:... a (c) Tender of Possession......... „..,.,_ ......_.......,,.,.... ..................._1 3 Rent...... .............. ,.,,,,..,, (a) Payment.....- .... .. . -------- _ .... (b) Minimum Rent.... (c) Percentnee Rent.. ................ .,.. ,....,.., . ...... _ .,.....,,a2 (d) Gross Sales ....................... .................... . ... (e) Sales Reports and Records....... ........ .. ...W. (f) Additional Rent,___—, .............. s.,....., -. Dclinauent Payments Handling Charges,,. .. ....... .. ........ . ......... .. .......... 3 5. Security Deposit.............. ........ ............. , . --, 3 is Common Area.........,........ .................................. .. ......,.....e .... (a) Common Arek,:..., ..: ............. .... (b) Common Area Charge...,.... „. ........ ......... S (c) Right to C®nvert Method of Reimbursement for Corn ni.ran Area Costs ....,.,.:, ..........:.4 (d) Retail Area Expenses.......,, ., ,,,,,,, ,,,,,,,,, ,,,,,,;,; .,. .........:, ..:.. ..., .4 (e) Tenant's Proportionate Share........... . ..... .......a. ... .... 7. Improvements,Alterationg Repairs-Maintenance, l tilitic ................ .........._....,.,5 (a) Improvements:Alterations ._;,, .. .....,,.,,, ,5 (b) Repairs:Maintenance— (c) Performance of Work,.,,..,, .,,, ....... ..................w.......:. . .....,,, ....,....,,.5 (d) Mechanic's Liens.,,,,., „..... .,... ,. ,4,,,, ,,, ,,,,,,,,,, ,,,,,„, , .,,,_.:,,... .. .... °_,:....,, (e) Use of Roof.......................,... .._: , ..:...,........ ..........,. , (1) Signs:Store Fronts.. ......:... .,.. ........ ....:................................ ..6, (S) Utilities.................... .........:. ..,.e.. a..,...:. 8. Use and Care ofthe Premises ...a____... ................... .,,.,p._,,,.,7 (a) Use end Qperations.... ..... ....., _................. ,.... ..,..,.,. ..,.,...,.. . ,,. ......... ,..,,7 (b) Impact on Insurance—__ _.,., .., .,,.,. _, .... . ::.::........7 (c) Limitations on Operations,, ,....,:_ ,........,........................... . . ,, ......7 (d) Care of the Premises.. .......... .. .:.. ._ ..... _,,,..,: (e) Display Windows., ...,. .. , .., :..:., . ..., (f) Permits and Licenses ..,, :,.,.: .n.,..... , . 8 (g) Allocation of Space within Premises .,...,.., ...,., . ........ ..........., ...__._., (h) Oen for Business._,__ ,,,,,,,,, ,,,,,,,,,,,,, ,,,,. , ,.,., ,,, ,,,,.,....::8 (i) No Solicitations.........,.,, _.,, ,, „,. ,,.. ......8 V) Compliance with Low. ....:.... .. ........ 8 , Assignment and Subletting ................. ,.,,....., , ........... .,. ..........,„.,,.,..,. (a) Transfers................. .....::. ........ _._ .. .::::.....,.....:.. ....... (b) Consent Standards. ........................ ......................a:.:. ..,............ i TABLE OF CONTENTS (continued) Pae N2. (c) Request for Consent . ------- . .............. ...... .....:........ ... (d) Conditions to Consent..... .„ 9 (e) Attornment by Subtenants ....;.. ..:... ..,,,,,...,.i13 (fl Cancellation —01...: ,...: ......,,. ., .,..... ,:u....:. .............10 (g) Additional Compensation,.: ,.,.„,, ...... ..... ..:....:a :we...:.. 10 (h) Permitted Transfers ....,... ...,.... .3:.:_. .. ........ ...a 10. Insurances Waivers:Subrogation;Indemnity.:.. .......... .., ..,..:.,_ .. ll (a) Tenants Insurance........... ....,...e ,. :,..............:. 11 (b) Landlord's Insurance.-.... - (c) No Subro ntion;Waiver of Pro erty Cini'ms .........: „ ,,,., ,. ..... 12 (d) Indemnity ...........,.... . ..... 12 (e) Cost of Landlord's Insurance....................... ..........r-... ........, _._,..,,,.,12 11. Subordination;Attornment:Notice to Landlord's N1ort2ogee.__, .,:,,..., ......................, 12 (a) Subordination...... ,,................... ...., ... ,.....,: :.::. ..,.............,........... .,........ 13 (b) Atornment ......... ......... .. ........ ua............ 13 (c) Notice to Landlord°s Mortgagee..,.. .:..,13 (d) Landlord's Mortgagee's Protection Proyis cans. ..,.,,... ... ___....13 12. Rules_and eEu[ations . 13. Condemnation , .,,...,, „.: :,x:., ., a_.._, .., .........13 (a) Total Taking .....,_..r ..,.,,.,.,..,13 (b) PartialTaking-Tenant's Rights._.,......„ 14 (c) Partial Taking-Landlord's Rights.. .-..., ... ......,,.,v - 14 (d) Tern aorary Taking ..:,...,: .a. _,... .............6. . . , ........ 14 (e) Award:,_e. ......: ..::....: .:.. ...:;. ..m..__::. .........................14 14. Fire or Other Casualty.......................................................... ...... 114 (a) Repair Estimate............................................................. . ....... ........:, (b) Tenant's Rights............................................................. ................ ......... n...,,::. :.....,:_ 14 (c) Landlords Rights.......................................................... ... ............ 14 (d) Repair Obligation......................................................... .......:,, 1 (e) Continuance of Tenant's Business;Rcntnl Abatement. ,,.. ......... .... :,..,15 15. Taxes.,, .. ,,... .......... _ 15 (a) Personal Property Taxes..,,.,.._............... ,_......... ...,.... ., 15 (b) Taxes........... . .....,.......a. .,,, .................... ..........,............. ,,:.,.., (c) Tax Consultant;Contest of Taxes by Landlord..,, ... ....... ......_...... 16: Events of Default.......:., ............. .. laa (a) Payment DefaulL.. „m...... .. ....... ........... ...... .. .l6 (b) Abandonment. :,._:. ...::... .......,. 16 (c) Attachment—,....... a..:..,, .... ...,,: (d) Estoppel_ .,....... ......................................... ......... 16 (e) Insurance-.... m,.,,.: n. .......:. ......... . ,....,.. ,., 16 (f) Mechanic's Liens........ ..... .. ,,,.,., ,:...,,a. ..,:,,,., e 16 (8) Other Defaults.....:.............. ............ .. ..:......16 (h) Insolvency , ..,,,,, .....::.. _ ...r......1 17, Remedies,. _. .. _:.:: (a) Termination of Least-- .e....... . ....: _ : 1 ii. TABLE OECONTENTS (continued) Page No. (b) errraaarntian aio# e �'iratB <.,., 1 (e) 1' dorm Acts on gelarllf of Ts aaant, 1 (d) ...17 (e) i�tre��far k ctxfi ......,.. . ............ ..................... ................................... -...........1' ( Allftrnkion ofLaerts. ........ .............. ........ _...,,.,. .,. ,,.. ..,_.,.. .,.....,...,rr7 Is. Payment b, manti,Ntan��lVAL r�r'ar4 !t tbFrfta°rraa=daes (a) Payment b T nfi ,.,a.,.n:................................ ............ . 1 M No�°rtiwcr ................. _ ....1 (c) Curnttfallve Rrrraediies..,_,.. ,....,...,.,.,... .....e..,,.,.1 (d) TernantNVaaiyer - 1R, t7 a trerldea off"ra`rrnlses : ., ......;, ,. I,B H folding Over................ .....,... _., 1 22, C rtaln Rigills,Rwrved by, Landlord.,..-,--- ..................... ,.n....... . ...... ®.,:,m.,:.. - .,1! (a) hyfia ain Casa 1aa it4r tit n ..:.:... .......... ........ ........ ,:,,,.... ... 1 (c) t'raStled ve:Purclamsca•s and ................... „,,.,., 13. SubstiIu floo S arse .<,: ....:::.--. ......... ....... ,...,,..,,, __.._,... 1 4, .... .. - ....... . .....„,......... -----------—..... ,..,....- .......,. ........,, .,..,..,.,Fad (a>') Tm-,nsree .. ............ --- ,,,..,...0 _.,.? (b) Lnndlrord's La9 �) Eyre Mlzajerrrc...... ... ........ . ...............,,._.... ..... 20 , ..................... ?li (g) 1 (1i) Amendments;Btndine. Records (i) QW0 Ear o t�erat.,..:. .,e....m: ......, .. ......... 1 1) No Mpr �l (k) NoOSS ..,..,... .. .... .........: .all (1) Entire A 's'Eime t.. .... ...... ........... ,.. I (m) WMNyrof,frtrw Trial ,,.......:, a.....;:. ......a 1 (n) g- munlaa LaaltF._.. __;,,_ .------—-- ------.,.. .._....... .:.:. .............................. .R.:.,.... 1 (o) Record it .......... ., r (P) .... , e......... .............. .:.. 22 (q) Joint and Seversat_Ltairarit :. .., ....,,..2 (1} ]Firmnfiaat R ar ............... .. .. ..... ......... i.-....... .-_..., ...... ........?2 (c elcc� a tattle tio�a ...::. ....--i—i—.... ...:..... .............. . ... „ .....- ......,...2 (u) Con fldel_rliAfiitas....... .....,.. ; (v) Tenant's ltestriaetisom ....:.... ........ ............ .......,................ W HaaaMow;NT iy,riaals......... ....,., W Lit of Erb#bi .. W Prohibited Perlpips,m4,d`)"roafilfmsfiim,.:. 23 aal TABLE OE CONTENTS (continued) Page N 25. fit, __vista .._.., _ ...,,.,..ve ...,., ......., ....... ....................... i�� LIST OF DEFINED TERMS ftc o-gr Exhil--it No ddiainstal Rent,:,,,.... .. .,e...... ..... Affilinle.-------------- A,p ruvma[Criterira, ., :,..,..,, ......:_. .. ;... Euic Latae Infonnatiun , 1 Building,...,.. ......:a Buildings Structure,,,, ,..,,., ...; ,..,;........ .. ... _.:..., ,, : ....., l aulId[lies Sy5tem 5.... ... ......... .. .....,., ....... ........n. ......,, ,. ., lig Collateral..... ......... .....,.,: : ............. Commeneerrent Dale. .......... :.0 ................ Common Area ........................... 3 Common Arca Charge ........... stn,nivi Area Forts.:, ............. ..,:,,. ............ _ 4 Completed Applicafian for Payment. .. . :................. ..mr....., .,,:...:D-3 Construct on,Alla wonce............. ,,...,.. ....--.................. Corporate Guarantor—, .......,. .........:: ... .... ........ , Irl' Damage Not;U ,,,..,.,, Estimated Deliveq Daly.......... ........:. .... Evart c Default,.:_...: , _......... . ........:..............: First Lca.sc YCar- .........„ .,,a., ji C.rAAP.......... .... .. ..---------- .:..,,,.. .., ..,,,.,R .......... . 12 Cross Sales......, .,..,: ......... . .... ... Hazardous lvlate6als..., .,,,..... �S incl' ding......: ..:... .:.. .....,.....,.. fmdividual auaa-antcsr:,, .....,..a., ...,.._,,,,.::..::, .: . Initial Ltahiliry lnsa ari c Amount......_.........,-- .,....,,,,. „.,... ......a.,....tt Initial Monthly Paymnent on fetal.......... .......... _,.... . .,,,,........,, ----. it tnsura a Costs....,,.... ,:...„ Landlord.,.,,,. .,,,.... . ,.. ,:.., ----------- i Landlord's Tor agee., :.,,,.:. . ......... ,,:a,,,,. 14. Landlord's Work-........... ......: 1 ........ Laws- .....=.. .. Lease .... .,.:.,................... ....... ... ............ „,.,,.,. 1 Least Dnsc,..., ,o .:,rr.., .. .... Least Niontlti-. ,.a..................<: _ ii Lease YCar.,,e.,. Loss .... ,._...m.,, ..., ...,. ...........,..,.., !3 Mltdimurtt f J t.,...R.,, ..... ... ..:... ....... N-Imthly Common Arta Chrarge ............. 4 ....,,... .... _ 14 OFA:C ......:,_ --. ......,.. Percentage Rent S,alc..............:.., ................... Pen i'tted Transfer—.-. ,...... 11 Permitted Trairisferee-....... ..... ,..................... ......... .....................,,.., ,:, Ptrmittcd Use ..---.................... ut Premise ........,. ,,, -....,. Pmvrtilirn lie ural I ni ....... ......... ......... . ---L-] v UST OF DEFIN )TFf RJNTS Tae .91r ExhibiINO. Primary Tw�a3� .a...,.. .: ............. ... .....;....... ,........°l RepairPeriod ......... ............,.,,..------- ., ........ ..a.a.,,... ., .,....,.;...I Restrretcd Arca ........ .......c.. ,.,....., ... .... 25 Detail Area Expenses. ecu*y Deposit.., ....... , Shopping ,, ; .....,.. Substantial Completlon , ........................, ........ „.,,. ,,,.,::.. D-2 ,,, Tangible Net,'i ottl ,:.,, „ . ...... ......... I Taxes, , -C.......... _ TeIccornnnunicatlots.s-;miecs., ...,,-... . ....::..: _....... � Tenant ......... Tertnnt Tarty., ,,,,.,,.,........,..,..,... ....... T 1`en;nntWork Approvals.........................---.......... D-T Tenaryta Off-premises Equipment-........ .... ............ ................ ...e....,,...T Tenant's Proportiona,C.e Ten.m s Work— .....,..,,... ....,: .,.,., l 'iTo rm Total corls'"etion Costs ........:. .. ......... .... ............ 'tirade;" wiie., _...,, .. Trans Per,.:.=.............. ucc ....._.... .. l` .,......,, .... ,, Working Ofimwinp rDelivery Deadline .,,..,.a ............. „,...,,:D-1 v LEASE This Lease Agreement(this"Lease")is entered into as of FEBRUARY 21 2021,betweenCH REALTY VII-PSREG BOYNTON BEACH LAS VTNS,L.L.C.a Delaware limited liability company("Landlord"), and MANCAVE FOR MEN BOYNTON BEACH LLC,a Florida limited liability company("Tenant"). 1. Definitions andBasic—,Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the " asie Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes. Additionally,the following terms shall have the following meanings when used in this Lease- "Affidiate"means any person or entity which,directly or indirectly,controls,is controlled y,or is under common control with the party in question;"Building's St cture"means theBuilding's exterior walls, roof,elevator shafts(if any), footings, foundations,structural portions of load-bearing walls, structural floors and subfloors,and structural columns and beams;" wilding's Systems"means theBuilding's RVAC system(if it serves portions of the Shopping Center in addition to or other than the Premises)and the Building's life-safety,plumbing, electrical and mechanical systems;"Including"means including,without limitation;"Laws"means all federal,state, and local laws,ordinances,rules and regulations,all court orders,governmental directives,and governmental orders and all interpretations of the foregoing,and all restrictive covenants affecting this Lease or the Shopping Center,and "Law"means any of the foregoing;"Tenant's Off-Premises ui Ment"means any of Tenant's equipment or other property that may be located an or about the Shopping Center(other than inside the Premises);and"Tenant Party" means any of the following persons: Tenant,any assignees claiming b ,through,or under Tenant;any subtenants claiming by,through,or under Tenant®and any of their respective agents,contractors,employees, licensees,guests and invitees. 2. Premises;Construction, (a) Lease Grant, Subject to the terms of this Lease,Landlord leases to Tenant,and Tenant Imes from Landlord,the Premises. (b) Construction and Acceptance of Premises, If Exhibit D hereto provides for Work to be performed by Landlord,then Landlord shall construct improvements in the Premises to the extent provided in xhibit A (such Work, if any, to be performed by Landlord being herein sometimes referred to as "Lnndlord's Wor "). Tenant shall accept possession ofthe Premises upon Landlord's tender of possession thereof to Tenant(with Landlord's Work,if any, Substantially Completed)and shall diligently perform the Work,if any,required to be performed by Tenant pursuant to Exhibit D(such Work, if any,to be perrormed performedby Tenant being herein sometimes refereed to as "Tenant's`York")in accordance with Section 7 and Exhibit D and install its fixtures,furniture and equipment. Tenant shall pay all utility and similar costs incurred in performing Tenant's Work. By initiating Tenant's Work in the Premises(or if no Tenant's Work is to be performed by Tenant, then by occupying the Premises), Tenant shall be deemed to have accepted the Premises in their condition as of the date of such initiation of Tenant's Work(or the date of such occupancy,as the case may be),subject to the performance of punch-list items that remain to be performed y Landlord,if any. Occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Minimum Rent and Additional Rent, (e) Tender of Possession. Landlord and Tenant anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about the date that is ten(10)days following the Lease Date(the"Estimated elivery ate"). If Landlord is unable to tender possession of the Premises in such condition to Tenant by the Estimated Delivery Date,then(])the validity of this Lease shall not be affected or impaired thereby,(2)Landlord shall not be in default hereunder or be liable for damages therefor,and(3)Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Within ten days after request by Landlord,Tenant shall execute and deliver to Landlord a letter substantially in the form of'EXhibit G hereto confirming (A)the Commencement Date and the expiration date of the initial Term,(B)that Tenant has accepted the Premises, and(C)that Landlord has performed all of its obligations(if any)with respect to the Premises(except for punch-List items,if any,specified in such letter);however,the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Tenant shall furnish to Landlord a certificate of occupancy from applicable authorities before commencing business in the Premises.This Lease shall create the relationship of landlord and tenant between Landlord and Tenant;no estate shall pass out of Landlord,and Tenant has only a usufruct TAIL LEASE,Page I which is not subject to levy or sale.Landlord discloses to Tenant, and Tenant acknowledges,that Landlord is the owner of record of the Building and of the Premises and that Southeast Centers,LLC(the"Manager")is authorized to manage the Building and the Premises on behalf of Landlord.ne address of Landlord and the address of the Manager are each set forth in the Basic Lease Information. 3. Rent. (a) Payment. Tenant shall timely pay to Landlord Rent,without notice,demand,deduction or set-off(except as otherwise expressly provided herein)by good and sufficient check drawn on a national banking association, at Landlord's address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations. (b) Minimum Rent. Minimum Rent shall be payable monthly in advance The first monthly installment of Minimum Rent shall be payable on the Commencement Date; thereafter, Minimum Rent shall be payable on the first day of each month beginning on the first day of the second calendar month following the 120-day abatement period set forth in Exhibit M attached hereto(it being acknowledged that the first monthly installment of Minimum Rent paid upon the Commencement Date shall be applied to the first month's Minimum Rent following the 120-day abatement period set forth in Exhibit ,subject to the terms and conditions of Exhibit ivl The monthly Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Rent in effect during the partial month and the number of days in the partial month,and shall be due on the Commencement Date. Payment of Rent for any fractional calendar month at the end of the Tenn shall be similarly prorated, IfTcnanthas not opened for business in the Premises by the Commencement Date,then the daily Minimum Rent shall be increased y 50%until Tenant does open for business,. (c) PercenMgLIZent, Intentionally deleted. (d) Cross Sales. As used herein,the term"Cross Sales"shall include the entire amount of the sales price,whether for cash or otherwise,of all sales of merchandise(including gift and merchandise certificates) and services, and all other receipts whatsoever(including interest,time price differential, finance charges,service charges,credit and layaway sales),of all business conducted in or from the Premises,including mail,telephone or internet orders delivered from or received or filled at the Premises,deposits not refunded to purchasers,orders taken, although filled elsewhere,sales to employees,sales through vending machines or otherdevices,sales by any sublessee, concessionaire or licensee or otherwise in the Premises,and proceeds of business interruption or similar insurance. No discounts shall be deducted from any actual sale price for any selected category of customer. Each sale or layaway upon installment or credit shall be treated as a sale for the full price in the month during which such sale was made. No deduction shall be allowed for uncollected or uncollectible credit accounts,service charges,finance charges,bank card charges or postage fees. Gross Sales shall not include(1)sums collected and paid out for any safes or direct excise tax imposed by any governmental authority,(2)the exchange of merchandise between other stores of Tenant where such exchanges are made solely for the convenient operation of Tenant's business and not for the purpose of consummating a sale made from the Premises or to deprive Landlord of the benefit of a sale which otherwise would be made from the Premises,(3)returns to shippers or manufacturers,(4)cash or credit refunds made upon any sale where the merchandise sold is returned by purchaser and accepted by Tenant,(5)sates to Tenant's employees,or (6)sales of Tenant's fixtures. (e) Sates Reports and Records, Not later than ten(10)days after the end of each calendar quarter during the Te (i.e,,the quarterly periods ending on March 31,June 30,September 30 and December 3 1), Tenant shall deliver to Landlord a statement of Gross Sales for the preceding calendar quarter and for the calendar year to date,certified by Tenant to be accurate, This provision shall survive termination or expiration of this Lease. (f) Additional Rent, In addition to Minimum Rent,Tenant shall pay,as"AdditionalRent" hereunder:(1)Tenant's Common Area Charge,as set forth in Section_ (b)-(2)'Tenant's Proportionate Share of Retail Area Expenses,as set forth in Section 6[ ),(3)if applicable,Tenant's Proportionate Share of Common Area Costs,as set fbrth in Section 6(c),and(4)any other monetary obligations due under the terms of this Lease. TAIL LEASE,Page 4. _etinguent ev ent; Hiindlin _C a . All payments required of Tenant hereunder not received within three business days of the due date shall bear interest from the date due until paid at the lesser of eighteen percent per annum or the maximum lawful rate of interest(such lesser amount is referred to herein as the "RDefault sato"),additionally,Landlord,in addition to all other rights and remedies available to it,may charge Tenant a fee equal to five percent of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred a consequence of Tenant's delinquency. In no event,however,shall the charges permitted under this tion 4 or elsewhere in this Lease,to the extent they are considered to be interest under applicable Law,exceed the maximum lawful rate of interest, Notwithstanding the foregoing,the late fee referenced above shall not be charged with respect to the first occurrence(but not any subsequent occurrence)during any 12-month period that Tenant fails to make payment within three business days of the due date,until five days after Landlord delivers written notice of such delinquency to Tenant. 5. Securitv Deposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit,which shall be held by Landlord to secure Tenant's performance of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default(as defined herein). Landlord may,from time to time following an Event of Default and without prejudice to any other remedy,use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder. Following any such application of the Security Deposit,Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of and conditions imposed by,Laws applicable to security deposits tinder commercial leases,Landlord shall,within the time required by applicable Law,return to Tenant the portion of the Security Deposit remaining after deducting all damages,charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach of this Lease by Tenant:The Security Deposit may be commingled with other funds,and no interest shall be paid thereon. If Landlord transfers its interest in the Premises,Landlord will assign the Security Deposit to the transferee and,upon such transfer and the delivery to Tenant of an acknowledgement of doe transferee's responsibility for the Security Deposit as provided by Law,Landlord thereafter shall have no further liability for the return of the Security Deposit. &. Common Area. (a) Common Area. As used herein, the"Common Area" means the part of the Shopping Center designated by Landlord from time to time far the common use of all tenants,including parking areas,sidewalks, landscaping,curbs, loading areas,private streets and alleys,lighting facilities,hallways,malls,and restrooms,all of which are subject to Landlord's sole control. Landlord may from time to time:change the dimensions and Iocation of the Common Area,as well as the location,dimensions,identity and type of buildings;construct additional buildings or additional stories on existing buildings or other improvements in the Shopping Center;and eliminate buildings. Tenant and its employees,customers,subtenants,licensees and concessionaires shalt have a non-exclusive license to use the Common Area in common with Landlord,other tenants of the Shopping Center and other persons permitted by Landlord to use the same. Landlord may promulgate and modify from time to time rules and regulations for the safety,care or cleanliness of the Shopping Center which shall be complied with by Tenant and its employees,agents, visitors and invitees. Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations. Landlord may designate areas in which Tenant's employees shall be required to park,and Tenant shall cause its employees to park in such areas. (b) Common Area Charge. During each month of the Term,Tenant shall pay a sum equal to one-twelfth(1/12)of Tenant's then applicable annual Common Area Charge(the"Monthly Comm2nAjjajCha a') man ly in advance,concurrently with Minimum Rent. The annual Common Area Charge for the First Lease Year shall be the annual Common Area Charge specified in the Basic Lease Information.Commencing on the first day of each Lease Year following the First Lease Year,the annual Common Area Charge shall increase by three percent (3%)over the annual Common Area Charge for the previous Lease Year. The Common Area Charge represents Tenant's share of Landlord's cost(or contribution)to own,operate,administer,manage,maintain,replace,improve and repair the Common Area and includes, without limitation, the items specified on Exhibit C (collectively, "Common Area Costs"). The first Monthly Common Area Charge shall be payable on the Commencement Date® thereafter,the Monthly Common Area Charge shall be payable on the first day of each month beginning on the first TAIL,LEASE,Page 3 day of the second Lease Month.The Monthly Common Area Charge for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Common Area Charge in effect during the partial month and the number of days in the partial month,and shall be due on the Commencement Date. Payment of the Common Area Charge for any fractional calendar month at the end of the Term shall be similarly prorated. Tenant acknowledges and agrees that Tenant's Common Area Charge is an agreed-upon amount,adjusted annually by fixed percentage and not subject to actual costs;it is non-cont table,not subject to review and subject only to the adjustment as set forth in this Section.Tenant shall have no right to audit Landlord's books and records. (c) Rlehl to Convert Method of Reimbursement for Common Area Costs. Notwithstanding anything contained in this Lease to the contrary, Landlord may, upon thirty ( 0)days'notice to Tenant,convert the method by which it is reimbursed for Common Area Costs in accordance with the following: Tenant shall pay its Proportionate Share of the Common Area Costs,as Additional Rent. Tenant's Proportionate Share of Common Area Costs shall be paid in monthly installments, concurrently with Minimum Rent, based upon Landlord's good faith estimate,from time to time,of Common Area Costs. Tenant's initial payment is based upon Landlord's estimate of Common Area Costs for the Lease Year in question,and the monthly payments thereof(and future payments)are subject to increase or decrease as determined by Landlord from time to time to reflect an accurate estimate of actual Common Area Costs, Within 120 days (or a reasonable time thereafter)after the end of each calendar year,Landlord shall deliver to Tenant a statement of Common Area Costs for such calendar year and Tenant shall pay Landlord or Landlord shall credit Tenant(or, if such adjustment is at the end of the Tenn, pay Tenant), within 30 days of receipt of such statement, the amount of any excess or deficiency in Tenant's payment of its Proportionate Share of Common Area Costs for such calendar year (d) Retail Area Expenses. During each month of the Tenn,Tenant shall make a monthly payment to Landlord equal to 1/12 of its Proportionate Share of Retail Area Expenses(as defined below)that will be due and payable for the fiscal tax year or calendar year,as applicable, in which such month occurs. For purposes hereof," "tali Area E epees"shall mean,collectively,the Taxes and Insurance Costs. Tenant authorizes Landlord to use the funds deposited with Landlord under this Section 6(d)to pay the Taxes levied or assessed against the Shopping Center and the cost of the prop" and liability insurance carried by Landlord for the Shopping Center. Each payment of Retail Area Expenses shall be due and payable at the same time as,and in the same manner as,the payment of Minimum Rent as provided herein, The initial monthly payment of Retail Area Expenses is based upon Landlord's good faith estimate of(i)with respect to Taxes,Tenant's Proportionate Share of Retail Area Expenses for the fiscal tax year in which the Commencement Date is to occur and(ii)with respect to Insurance Costs,Tenant's Proportionate Share of the estimated Insurance Costs for the remainder of the first calendar year. The monthly payment of Retail Area Expenses is subject to increase or decrease as determined by Landlord to reflect accurately Tenant's Proportionate Share of Taxes and/or Insurance Costs,as applicable. If following Landlord's receipt of all Tax bills and/or bills for the insurance premiums for the applicable time period,Landlord determines that Tenant's total payments of Retail Area Expenses for such period are less than Tenant's actual Proportionate Share of the Retail Area Expenses,Tenant shall pay to Landlord the difference upon demand; if Tenant's total payments of Retail Area Expenses exceed Tenant's actual Proportionate Share of the Retail Area Expenses,Landlord shall retain such excess and credit it to Tenant's future payments of Retail Area Expenses(unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant), Any payment to be made pursuant to this Sectian 6( l with respect to the real estate tax year in which this Lease commences or terminates shall bear the same ratio to the payment that would be required to be made for the full tax year as that part of such tax year covered by the Tenn of this Lease bears to a full tax year. (e) Tenant's Proportionate Share. Notwithstanding any contrary provision herein, in calculating Tenant's Proportionate Share of Retail Area Expenses,the following provisions shall apply. (1) in the case of Insurance Costs,Tenant's Proportionate Share of Landlord's cost of casualty insurance shall exclude from the rentable area of the Shopping Center(used in the calculation of Tenant's Proportionate Share)the rentable square feet of any building in the Shopping Center which is separately insured by the tenant of such building,and which tenant as a result does not contribute to Landlord's cost of casualty insurance; and (2)in the case of Tares, Tenant's Proportionate Share of Taxes shall exclude from the rentable area of the Shopping Center(used in the calculation of Tenant's Proportionate Share) the rentable square feet of any leased building in the Shopping Center which is separately assessed and whose tenant pays such separately assessed tax amount pursuant to its lease in lieu of paying a Proportionate Share of Taxes assessed for the Shopping Center as a whole. If buildings are added to or removed from the Shopping Center,or additional areas are leased to tenants whose rentable square footage is excluded from TAIL LEASE,Page the rentable area of the Shopping Center under the foregoing calculations,. Tenant's Proportionate Share shall be appropriately adjusted. 7. I rovements•Alterations:Rena i rsaitennceL Utilities. (a) Improvements: Alterations Except for Landlord's Work (if any) to be performed pursuant to Exhibit D all alterations and improvements to the Premises shall be installed at Tenant's expense only in accordance with plans and specifications which have been previously approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 7fal. No alterations in or to the Premises may be made without Landlord's prior written consent,which shall not be unreasonably withheld or delayed,however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of Landlord)the(1)Building's Structure or the Building's Systems(including theBuilding's restrooms or mechanical rooms),(2)exterior appearance of the Building,(3)appearance of the Common Area,or(4)provision of services to other occupants of the Shopping Center.All alterations,additions,and improvements shall be constructed, maintained,and used by Tenant,at its risk and expense,in accordance with all Laws;Landlord's consent to or approval of any alterations,additions or improvements(or the plans therefor)shall not constitute a representation or warranty y Landlord,nor Landlord's acceptance,that the same comply with sound architectural and/or engineering practices or with all applicable Laws,and Tenant shall be solely responsible for ensuring all such compliance. ( ) Repairs;MnIntenance. Tenant shall maintain the Premises in a clean,safe,and operable condition,and shall not permit or allow any damage to any portion of the Premises. Without limiting the foregoing, Tenant shall(1)maintain the interior walls and the interior surfaces of exterior walls(including painting and other treatment thereof),store fronts,plate glass windows,doors,door closure devices,window and door frames,molding, locks and hardware, floors, floor coverings and ceiling, (2)maintain, repair and replace all plate and other glass, (3)flutnish,maintain and replace all electric light bulbs,tulles and tube casings,and( )maintain all plumbing and electrical systems and all equipment(including all air conditioning,heating and ventilating equipment)and fixtures within or serving the Premises,Tenant'sOff-Premises Eqnipment and all areas,improvements and systems exclusively serving the Premises, in each case,in good operating order and condition and in accordance with all Laws and the equipment manufacturers'suggested service programs,and Tenant shall,.at its sole cast and expense,make all needed repairs and replacements to all of the foregoing items. If Landlord elects, Tenant shall enter into a preventive maintenance/service contract with a maintenance contracv,,,,r,approved by Landlord for servicing all air conditioning, heating and ventilating equipment serving the Premises. At Landlord's option,Landlord may enter into such a service contract covering Tenant's equipment along with other tenants of the Shopping Center, and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent Tenant shall keep all plumbing units,pipes and connections free from obstruction and protected against ice and freezing, Tenant shall be responsible for the cleaning and maintenance of any grease trap serving the Premises and shall enter into,and furnish to Land lard upon request a copy of,a grease trap cleaning and maintenance contract reasonably acceptable to Landlord. Tenant shall repair or replace, subject to Landlord's direction and supervision,any damage to the Shopping Center caused by a Tenant Party. if Tenant fails to make such repairs or replacements within five business days after written notice from Landlord(or such longer period as may be reasonably required provided Tenant commences to perform such required repairs or replacements within such five business-day period and proceeds diligently to completion),then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises,then Landlord may elect to repair such damage at Tenant's expense,rather than having Tenant repair such damage. The reasonable costs of all maintenance, repair or replacement work performed by Landlord under this Section 7 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. (c) Performance orWork. All work described in this Section 7 shall be performed only by Landlord or by contractors and subcontractors approved in writing by Landlord, which approval will not be unreasonably withheld for contractors and subcontractors that maintain the insurance coverage required by Landlord. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord's property management company and Landlord's asset management company as additional insureds against such risks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities,mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non- responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Shopping Center(including the Premises, theBuilding's TAIL LEASE,Page 5 Structure and theBuilding's Systems). All such work which may affect theBuilding's Structure or theBuilding's Systems must be approved by the uildin 's engineer of record,at Tenant's expense and,at Landlord's election,must be performed by Landlord's usual contractor for such work. All work affecting the Building roof must be performed by Landlord's roofing contractor and will not be permitted if it would void or reduce the warranty on the roof. ( ) Mechanic's Liens. All work performed,materials furnished,or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant only,and Tenant shall not permit any mechanic's liens to be filed against the Premises or the Shopping Center in connection therewith.Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed,then Tenant shall,within ten days after Landlord has delivered notice of the filing thereof to Tenant(or earlier as necessary to prevent the forfeiture of the Shopping Center or any interest of Landlord therein or the imposition of any fine with respect thereto),either(1)pay the amount of the lien and cause the lien to be released of record,or(2)diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action,then Landlord may pay the lien claim,and any amounts so paid,including expenses and interest,shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of"landlord-tenant"(thereby excluding a relationship of"owner-contractor," "owner-agent"or other similar relationships). Accordingly,all materialmen,contractors,artisans,mechanics,laborers and any other persons now or hereafter contracting with Tenant,any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials,supplies or equipment with respect to any portion of the Premises,at any time during the Term,are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Shopping Center or Landlord's interest therein due to any work performed y or for Tenant or deemed to give any contractor or subcontractor or materialmen any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend,indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action,suits,judgments,damages and expenses(including attorneys'fees)in any way arising from or relating to the failure by any Tenant Party to pay for any work performed,materials furnished,orobligations incurred by or at the request of Tenant Party. This indemnity provision shall survive termination or expiration of this Lease. In order to comply with the provisions of Section 713.1 Q of the Florida Statutes,it is specifically provided that neither Tenant nor anyone claiming by,through or under Tenant,including,but not limited to,contractors,subcontractors,materialmen,mechanics and laborers,shall have any right to file or place any mechanics'or materialmen's liens of any kind whatsoever upon the Premises,the Shopping Center or improvements thereon,and such liens are hereby specifically prohibited,All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanic's or materialmen's lien of any kind or character,and all such persons so dealing with Tenant must look solely to the credit of Tenant,and not to Landlord's interest or assets. Tenant shall deliver written notice of the foregoing provisions to all persons performing work in the Premises.Additionally,if requested by Landlord,Tenant shall promptly execute and deliver to Landlord a notice of non-responsibility,in a form provided by Landlord.. (e) Use of Roar. The roorabove the Premises is not part of the Premises and is exclusively reserved to Landlord,and Tenant shall not go on the roofnor install any antennae,satellite dish or other improvements on the roof without Landlord's prior written consent. (f) 1Zns;Store Fronts„ Tenant shall not,without Landlord's prior written consent(1)make any changes to or paint the store front; or(2)install any exterior lighting,decorations or paintings;or(3)erect or install any signs,banners,window or door lettering,placards,decorations or advertising media of any type visible from the exterior or interior of the Premises. All signs,decorations and advertising media shall conform to the sign criteria attached as Exhibit E. Landlord may designate a uniform type of sign for the Shopping Center to be installed and paid for by Tenant. Tenant shall, on or before the Commencement Date, install all signs in accordance with Exhibit E. At the end of the Tenn or upon termination of Tenant's right to possess the Premises,or upon the removal or alteration of a sign for any reason,Tenant shall repair,paint,and/or replace the building fascia surface where signs are attached. (g) Utilities. Landlord shall provide and maintain the facilities necessary to supply water, electricity,gas(if applicable),telephone service and sewerage service to the Premises. Tenant shall be responsible for providing any meters or other devices for the measurement of utilities supplied to the designated point of service. RETAILLEASE,Page 6 Tenant shall promptly pay all charges for electricity,water,gas,telephone service,sewerage service and other utilities furnished to the Premises(including all tap fees and similar assessments made in connecting the Premises to such utilities)and any maintenance charges therefor. Landlord shall not be liable to Tenant,any Tenant Party or any other person or entity whatsoever,for abatement of rent as a result o,or for any other loss or damages whatsoever occurring in connection with, any interruption or failure whatsoever in utility services, and Tenant shall comply with all provisions of this Lease notwithstanding any such failure or interruption= . Use and Care of the Premises (a) Use and ne tions. Tenant shall continuously occupy and use the Premises only for the Permitted Use, using only the Trade Name,and shall comply with. all Laws relating to this Lease and/or the use, maintenance,condition,access to,and occupancy of the Premises and will not commit waste,overload the Building's Structure or the Building's Systems or subject the Premises to use that would damage the Premises. Tenant shall,in good faith, continuously throughout the Tenn carry on in the entire Premises the type of business for which the Premises are leased,operating its business with a complete line and sufficient stock of new merchandise of current style and type,attractive displays,and in anefficient and reputable manner so as to produce the maximum amount of Gross Sates, and shall, except during reasonable periods for repairing,cleaning and decorating,keep the Premises open for business with adequate and competent personnel in attendance on all days and during all hours(including evenings)established by Landlord from time to time as store hours for the Shopping Center(which shall in no event be less than from 10:00 a.m. to 9,04 p. . every day except Sundays and holidays,and 12:00 p, , to 8.00 p.m.on Sundays),and during any other days and hours when the Shopping Center is generally open to the public for business, except to the extent Tenant may be prohibited from being open for business by applicable Late. (b) Impact on Insurance, The Premises shall not be used for any use that is disreputable, creates extraordinary fire hazards,or results in an increased rate of insurance on the Shopping Center or its contents, or for the storage of any HazardDus Materials(other than those in normal commercial and retail applications or sold as retail consumer products and then only in compliance with all Laws). If,because of a Tenant Party's acts or because Tenant vacates the Premises,the rate of insurance on the Shopping Center or its contents increases,then Tenant shall pay to Landlord the amount of such increase on demand,and acceptance of such payment shall not waive any of Landlord's other rights. (c) Limitations on 012erations. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants,invitees,or Landlord in its management of the Shopping Center. Tenant shall not conduct or operate within or about the Premises any(1)fire, auction, bankruptcy or "going out of business" sales,(2)a "wholesale"or"factory outlet"store, (3)a cooperative store,(4)a"second]rand"store,(5)a"flea market"store,(6)a"su lus"store,or(7)a store commonly referred to as a"discount house" Tenant shall not advertise that it sells products or services at"discount,""cut-price"or"cut-rate" prices. Tenant shall not(A)permit any objectionable or unpleasant odors toemanate from the Premises;(B)place or permit any radio,television,loudspeaker or amplifier on the roof or outside the Premises or where the same can be seen or heard from outside the Building or in the Common Area;O place an antenna,awning or other projection on the exterior of the Premises;O solicit business or distribute leaflets or other advertising material in the Common Area;(E)take any other action that would constitute a nuisance or would disturb or endanger other tenants of the Shopping Center or unreasonably interfere with their use of their respective premises;or O do anything that would tend to injure the reputation of the Shopping Center. Furthermore,the Premises may not be used in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants and restrictions then affecting the Shopping Center, including the prohibited uses identified on i it i. If Landlord, in its sole but reasonable discretion, incurs any expense in connection with any Tenant Party's violation of this Section,Tenant shall immediately reimburse Landlord all of Landlord's reasonable expenses therefor within 30 days following demand therefor. (d) Care of the Premises. Tenant shall take good care of the Premises and shall keep the Premises clean,safe and free from deterioration and waste,and shall maintain the Premises,and conduct all business therein, in accordance with this Lease and all Laws and lawful directions of proper police officials. Additionally, Tenant shall keep the Premises and sidewalks,serviceways and loading areas adjacent to the Premises neat,clean and free from dirt,rubbish,insects and pests at all times. Tenant will store all trash and garbage within the area designated y Landlord for trash pickup and removal,in receptacles of the size,design and color from time to time prescribed by TAIL LEASE,Page 7 Landlord and shall, at its sole expense, arrange for the regular pickup of such trash and garbage at a frequency determined by Landlord. Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas from time to time prescribed by Landlord. Landlord may arrange for collection of all trash and garbage and,should Landlord exercise such election,Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent Tenant shalt not operate an incinerator or bum trash or garbage within the Shopping Center. Tenant shall,at Tenant`s sole cost and expense,obtain and maintain in effect at all times a pest control service to regularly exterminate the Premises for all pests. Such service shall exterminate the Premises necessary to keep the Premises reasonably free from pests. If Tenant fails to provide such service to Landlord's reasonable satisfaction, Landlord shall have the right,but not the obligation,to provide such pest control as Landlord,in its sole discretion, deems appropriate,and Tenant shall be liable for all reasonable costs thereof and all shall pay all such amounts to Landlord upon demand. (e) _Display Windows. Tenant shall maintain all display windows in a neat, attractive condition(as determined by Landlord in its sole but reasonable discretion),and shall keep all display windows and exterior electric signs in front of the Premises lighted from dusk until 10:00 p.m,every day,including Sundays and holidays., Landlord reserves the right to connect all canopy signs in the Shopping Center, including Tenant's,to common electrical line controlled by Landlord,in order to control the hours during which such signs are kept lighted, and,should Landlord exercise such right,Tenant shall pay its Proportionate Share of all charges for the installation, maintenance and repair of such electrical tine,as well as all electrical usage charges associated therewith,as Additional Rent, (f) Permits and Licenses, Tenant shall procure,at its sole expense,all permits and licenses required for its operations and the transaction of business in the Premises. O Allocation of aace within Premises. Tenant shall warehouse, store or stock an the Premises only such goods,wares and merchandise as Tenant intends to offer for sale at retail in or from the Premises, and as is permitted under this Lease,and Tenant may use for office or non-selling purposes only such space as is reasonably required for Tenant's business. In no event,however,shall the aggregate amount of space in the Premises utilized for office or non-selling purposes exceed 20%of the gross leasable area of the Premises, Without limiting the generality of the foregoing,areas used for the storage or stocking of inventory which are not publicly displayed shall be deemed used for"non-selling"purposes. (h) 011en for Business. If Tenant shall fail to (l)open for business to the public in the Premises fixtured,stocked and staffed as herein provided on the Commencement Date,(2)open and remain open for business as herein provided during such hours as herein required, or (3)maintain during such hours a staff of employees and stock of merchandise as herein required, the same shall constitute an Event of Default hereunder without the necessity of any notice thereof from Landlord to Tenant. (i) (Va Solicitations. Tenant shall not engage in,nor permit its employees,agents,Affiliates or customers to engage in,solicitations,demonstrations or other activities inconsistent with first-class shopping center standards. G) Compliance with Law. (1) xistine Laws, If any Laws in existence as of the date of this Lease require an alteration or modification of the Premises(a"CodeModification")and such Code Modification(i) is not made necessary as a result of the specific use being made by Tenant of the Premises(as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant),and(ii)is not made necessary as a result of any alteration of the Premises by Tenant, then such Code Modification shall be performed by Landlord at Landlord's sole cost and expense. (2) Governmental a !,tions—Landlord Responsibili . If,as a result of one or more Laws that are not in existence as of the date of this Lease,it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that(i) is not made necessary as a result of the specific use being made by Tenant of the Premises(as distinguished TAIL LEASE,Page from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant),and (H) is not made necessary as a result of any alteration of the Premises by Tenant, such Code Modification shall be performed by Landlord and Tenant shall pay its Proportionate Share of the cost thereof as Additional Rent. (3) mental ulatlans Tenant esonsitsllity. If,as a result of one or more Laws,it is necessary from time to time during the Term,to perform a Code Modification to the Shopping Center that is made necessary as a result of the specific use being made by Tenant of the Premises or as a result of any alteration of the Premises by Tenant,such Code Modification shall be the sole and exclusive responsibility of Tenant in all respects;provided,however,Tenant shall have the right to retract its request to perform a proposed alteration in the event that the performance of such alteration would trigger the requirement for a Code Modification. 9. Assienment and Subletting. (a) Iransfers. Except as provided in Section 9L),Tenant shall not,without the prior written consent of Landlord,(1)assign,transfer,or encumber this Lease or any estate or interest herein,whether directly or by operation of law, (2)permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization,(3)if Tenant is an entity other than a corporation whose stock is publicly traded,permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant,(4)sublet any portion of the Premises, (5)grant any license, concession, or other right of occupancy of any portion of the Premises, or (6)permit the use of the Premises by any parties other than Tenant(any of the events listed in Section_2(nM through 2LaJL61 being a"Transfer"). (b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises,provided that the proposed transferee(1)is creditworthy,(2)has a good reputation in the business community, (3)will use the Premises only for the Permitted Use and will not use the Premises in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant arthe Shopping Center or violate any restrictive covenants or other covenants,conditions and restrictions then affecting the Shopping Center,(4)does not engage in a business that competes with the business of any of the then-existing tenants of the Shopping Center, (5)does not have excessive parking requirements, (6)is not a governmental entity,or subdivision or agency thereof,(7)is not another occupant of the Shopping Center,(8)is in compliance with the regulations of the Office of Foreign Assets Control("217-AC")of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blacked Persons List) and any statute, executive order(including the September 24,2001,Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to Commit or Support Terrorism),or other governmental action relating thereto; and(9)is not a person or entity with whom Landlord is then,or has been within the six month period prior to the time Tenant seeks to enter into such assignment or subletting,negotiating to lease space in the Shopping Center or any Affiliate of any such person or entity-, otherwise, Landlord may withhold its consent in its sole discretion= Additionally,Landlord may withhold its consent to any proposed Transfer if any Event of Default by Tenant then exists (c) eguest for Consent. At least 15 business days prior to the effective date of the proposed Transfer,Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation,and the following information about the proposed transferee:name and address of the proposed transferee and any entities and persons who own,control or direct the proposed transferee reasonably satisfactory information about its business and business history;its proposed use of the Premises;banking,financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Within 30 days after written notice from Landlord,Tenant will reimburse Landlord for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer,not to exceed$2,500 per request for consent. (d) Conditions to Consent. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement expressly assuming Tenant's obligations hereunder;however, any transferee of less than all the Premises shall be liable only for obligations under this Lease that are properly RETAIL LEASE,Page 9 allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease;Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while any part of the Premises are subject to a Transfer,then Landlord,in addition to its other remedies,may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant instructs its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornet by Subtenants. Each sublease hereunder shall be subject and subordinate to this Lease and to the matters to which Us Lease is or shall be subordinate,and each subtenant is deemed to have agreed that in the event of termination,re-entry or dispossession by Landlord under this Lease,Landlord may,at its option,take over all of the right,title and interest of Tenant,as sublandlord,under such sublease,and such subtenant shall,at Landlord's option,attom to Landlord pursuant to the then executory provisions of such sublease,except that Landlord shall not be(l)liable for any previous act or omission of Tenant under such sublease,(2)subject to any counterclaim,offset or defense of such subtenant against Tenant,(3)bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant has paid for more than the current month to Tenant,and all such rent shall remain due and owing,O bound by any security or advance rental deposit made by such subtenant which is not delivered to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement,or(5)obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment,the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically as a condition of its occupying or using any part of the Premises,to have agreed to be bound by the terms of this Section (c). (f) Cancellation. Landlord may,within 30 days after receipt of Tenant's written request for Landlord's consent to an assignment or subletting,cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises,then this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to such portion of the Premises. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee(or to any other person)without liability to Tenant. (g) Additional Compensation. Tenant shall pay to Landlord, immediately upon receipt thereof, the excess of(1)all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third parties(i.e.,brokerage commissions and tenant finish work)in connection with such Transfer(such costs shall be amortized on a straight-line basis over the term of the Transfer in question)over(2)the Rent allocable to the portion of the Premises covered thereby. (h) Permitted Transfers' 9( Notwithstanding Section a).Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises(a"Permitted Transfer")to the following types of entities(a "Permitted Transferce")without the written consent of Landlord: (1) an Affiliate of Tenant; (2) any corporation,limited partnership,limited liability partnership,limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities,so long as(A)Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation;and(B)the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date hereof;or (3) any corporation,limited partnership,limited liability partnership,limited liability company or other business entity acquiring all or substantially all of Tenant's assets if such entity's Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date hereof. TAIL LEASE,Page 10 Tenant shall promptly notify Landlord of any such Pennitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder,or if Tenant no longer exists because of a merger, consolidation,or acquisition,the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder,. Additionally,the Permitted Transferee shall comply with all of the terms and conditions of this Lease,and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises,the Shopping Center, Landlord or other tenants of the Shopping Center. No later than 30 days after the effective date of any Pertained Transfer,Tenant shall furnish Landlord with O copies of the instrument effecting such Permitted Transfer, O documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such Transfer, (C)evidence of insurance as required under this Lease with respect to the Permitted Transferee, and (D)evidence of compliance with the regulations of OFAC and any statute, executive order (including the September 24,2001,Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit,or Support Terrorism),or other governmental action relating thereto, including the name and address of the Permitted Transferee and any entities and persons who own,control or direct the Permitted Transferee, The occurrence of a Permitted Transfer shall not waive Landlord's rights as to any subsequent Transfers. "Tangible Net North" means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied("GAAP"),excluding,however,from the determination of total assets all assets which would be classified as intangible assets under GAAP including goodwill, licenses, patents,trademarks, trade names, copyrights,and franchises. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this 5ectian 9. 10. insurance;Waivers;Subrogation:Indemnity. (a) Tenant's Insurance, Effective as of the earlier of(1)the date Tenant enters or occupies the Premises, or (2)the Commencement Date and continuing throughout the Term, Tenant shall maintain the following insurance policies:(A)commercial general liability insurance in amounts of$2,000,000 per occurrence or, following the expiration of the initial Term,such other amounts as Landlord from time to time reasonably requires (and,if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy[e,g,,the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter[including liquor liability,if applicable]in such amounts as Landlord may reasonably require), insuring Tenant, Landlord, Landlord's property management company, Landlord's asset management company and,if requested in writing by Landlord,Landlord's Mortgagee,against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installation thercoo the installation,operation,maintenance,repair or removal of Tenant'sOff-Premises Equipment, (B)insurance covering the full value of all alterations and improvements and betterments in the Premises,naming Landlord and Landlord's Mortgagee as additional loss payees as their interests may appear,(C)insurance covering the full value of all furniture,trade fixtures and personal property (including property of Tenant orothers)in the Premises or otherwise placed in the Shopping Center by or on behalf of a Tenant Party(including Tenant's -Premises Equipment),(D)contractual liability insurance sufficient to cover Tenant's indemnity obligations hereunder(but only if such contractual liability insurance is not already included in Tenant's commercial general liability insurance policy), ( )worker's compensation insurance, and ( )business interruption insurance in an amount reasonably acceptable to Landlord, The commercial general liability insurance to be maintained by Tenant may have a deductible of no more than$5,000 per occurrence;the prop"insurance to be maintained by Tenant may have a deductible of no more than$I D.000 per occurrence;and,all other insurance to be maintained by Tenant shall have no deductible. Tenant's insurance shall provide primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage;Landlord's policy will be excess over Tenant's policy. Tenant shall furnish to Landlord certificates of such insurance at least ten days prior to the earlier of the Commencement Date or the date Tenant enters or occupies the Premises,and at least 15 days prior to each renewal of said insurance,and Tenant shall notify Landlord at least 30 days before cancellation of any such insurance policies. All such insurance policies shall be in form reasonably satisfactory to Landlord,and issued by companies with an AN,Best rating of +;VII or better. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein.; and such failure continues for more than two business days after written notice from Landlords Landlord,in addition to any other remedy available pursuant to this Lease or otherwise,may,but shall not be obligated to,obtain such insurance and Tenant shall pay to Landlord within 0 days after written notice from Landlord,the premium costs thereof,plus an administrative fee of I5%of such cost. RETAIL LEASE,Page I I (b) Landlord's Insurance. Throughout the Term of this Lease,Landlord shall maintain,as a minimum, the following insurancepolicies: (1)property insurance for the Shopping Center's replacement value (excluding property required to be insured by Tenant), less a commercially reasonable deductible if Landlord so chooses,and(2)commercial general liability insurance in an amount of not less than 53,000,000. Landlord may,but is not obligated to,maintain such other insurance and additional coverages as it may deem necessary. The cost of all insurance carried by Landlord with respect to the Shopping Center shall be included in Insurance Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord's sole control,and Tenant shall have no fight or claim to any proceeds thereof or any other rights thereunder. (c) No Subrogation:%Valver of roae Claims. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft,destruction,loss,or loss of use of any property,to the extent the same is insured against under any insurance policy of the types described in this JecfiQD 10 that covers the Shopping Center, the Premises, Landlord's or Tenant's fixtures, personal property, leasehold improvements, or business,or is required to be insured against under the terms hereof,regardless of whether the negligence of the other party caused such Loss(defined below). Additionally,Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act: Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party, Notwithstanding any provision in this Lease to the contrary,Landlord,its agents,employees and contractors shall not be liable to Tenant or to any party claiming by,through or under Tenant for(and Tenant hereby releases Landlord and its servants, agents, contractors, employees and invitees from any claim or responsibility for) any damage to or destruction,loss,or loss of use,or theft of any prop" of any Tenant Party located in or about the Shopping Center, caused by casualty,theft,fire,third parties or any other matter or cause,regardless of whether the negligence of any Party caused such loss in whole or in part Tenant acknowledges that Landlord shall not carry insurance on,and shall not be responsible for damage to,any property of any Tenant Party located in or about the Shopping Center. (d) Indemnity. Subject to 5e2tion ]O(ct,Tenant shall defend,indemnify,and hold harmless Landlord and its representatives and agents from and against all claims,demands,liabilities,causes of action,suits, judgments,damages,and expenses (including reasonable attorneys'fees)arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a "Loss") (1)occurring in or on the Shopping Center(other than within the Premises)to the extent caused by the negligence or willful misconduct of any Tenant Party,(2)occurring in the Premises,or(3)arising out of the installation,operation, maintenance,repair or removal of any property of any Tenant Party located in or about the Shopping Center,including Tenant's Off Premises Equipment. It being agreed that clauses (2)and (3) of this indemnity are intended to indemnify Landlord and its agents against the consequences of their own negligence or fault, even when Landlord or Its agents are jointly,comparatively,contributively,or concurrently negligent with Tenant,and even though any such claim,cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents;however,such indemnity shall not apply to the sole or gross negligence or willful misconduct of Landlord and its agents. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived,diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder,the indemnifying party agrees,upon request therefor,to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party. (e) Cost of Landlord's Insurance, Tenant shall pay its Proportionate Share of the cost of the property and liability insurance carried by Landlord from time to time with respect to the Shopping Center(including all buildings, other improvements and the Common Area and Landlord's personal property used in connection therewith),which may include fire and extended coverage insurance(including extended and broad form coverage risks,mudslide, land subsidence,volcanic eruption, flood, earthquake and rent loss insurance)and comprehensive general public liability insurance and excess liability insurance, in such amounts and containing such terms as Landlord deems necessary or desirable(collectively,"Insura.1ce Costs"). Tenant will pay its Proportionate Share of Insurance Costs as a component of Tenant's payment of Tenant's Proportionate Share of the Retail Area Expenses, which shall be paid in accordance with Section 6( ), 11. §Subordinntion.Attornmentl Notice to Landlord's Morigngee. TAIL LEASE,Page 12 (a) Subordination, This Lease shall be subordinate to any deed of trust,mortgage,or other security instrument(each,a"Mortgage"),or any ground lease, master lease,or primary lease(each, a "_Primary Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's ort a ee"). Any Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease,or other interest in the Premises by so notifying Tenant in writing,The provisions of this Section shall be self-operative and no further instrument ofsuborination shall be required;however, in confirmation of such subordination,Tenant shall execute and return to Landlord(or such other party designated by Landlord)within ten days after written request therefor such documentation, in recordable form if required,as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord's ortaee's Mortgage or Primary Lease(including a subordination,non-disturbance and attoment agreement)or, if the Landlord's Mortgagee so elects,the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Lease. (b) Atternment, Tenant shall attorn to any party succeeding to Landlord's interest in the Premises,whether by purchase,foreclosure,deed in lieu of foreclosure,power of sale,or otherwise,upon such party's request,and shall execute such agreements confirming such attomment as such party may reasonably request. (c) Notice to Landlord' ortn ea, Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested,specifying the default in reasonable detail,to any Land'€trd's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (d) Landlord's Morteaeee's Protection Provisions. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease,Landlord's Mortgagee shall not be:(1)liable for any act or omission of any prior lessor(including Landlord);(2)bound by any Rent which Tenant has paid for more than the current month to any prior lessor(including Landlord),and all such rent shall remain due and owing;(3)bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement;(d)bound by any termination,amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval,except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the loan documents between Landlord and Landlord's Mortgagee;(5)subject to the defenses which Tenant might have against any prior lessor(including Landlord);and O subject to the offsets which Tenant might have against any prior lessor(including Landlord)except for those offset rights which O are expressly provided in this Lease,(B)relate to periods of time following the acquisition of the Shopping Center by Landlord's Mortgagee,and(C)Tenant has provided written notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Shopping Center. Nothing in this Lease shall be construed to requireLandlord's Mortgagee to see to die application of the proceeds of any Ioan, and Tenant's agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan. 12, Rules and Regulations. Tenant shall comply with the rules and regulations of the Shopping Center which are attached hereto as xhi it F. Landlord may, from time to time,change such rules and regulations for the safety,care,or cleanliness of the Shopping Center and related facilities,provided dtat such changes arc applicable to all tenants of the Shopping Center,will not unreasonably interfere with Tenant's use of the Premises and are enforced by Landlord in a non-discriminatory manner. Tenant shall be responsible for the compliance with such rules and regulations by each Tenant Pa 13, Condemnation. (a) Total Taking. If the entire Shopping Center or Premises are taken by right of eminent domain or conveyed in lieu thereof(a"Taking"),this Lease shall terminate as of the date of the Taking. RETAILLEASE,Page 13 (b) Pa ial alne - 't`enant's i ts. If any part of the Shopping Center or Premises becomes subject to a Taking and such Taking will prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking,then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking,and Minimum Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease,then Minimum Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking. (c) 1'artlnl aine- Landlord's fats. If any material portion, but less than all,of the Shopping Center becomes subject to s Taking,ar if Landlo is required to pay any of the proceeds arising from a Taking to a Landlord's MO rtgagee,then Landlord may tc irate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking,and inimum Rent and Additional Rent shall a apportioned as of the date of such Taking. If Landlord does not so to mate this Lease,then this Lease wilt continue,but if any portion of the Premises has been taken, t1'en Minimum Rent and Additional Rent shall abate as provided in the last sentence of Section 1](b). (d) Temp9pty Taking. If all or any portion of the Premises becomes subject to a Taking for a limited period of time,this Lease shall remain in full force and effect and Tenant shalt continue to perform all of the terms,conditions and covenants of this Lease,including the payment of Minimum Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary Taking,at Tenant's sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking,except that Tenant shall be entitled to receive the portion of such award which(1)compensates Tenant for its loss of use of the Premises within the Term and(2)reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section. (e) Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the land on which the Shopping Center is situated,the Shopping Center,and other improvements taken;however,Tenant may separately pursue a claim(to the extent it will not reduce Landlord's award)against the condemnor for the value of Tenant's personal property which Tenant is entitled to remove under this Lease,moving costs,loss of business,and other claims it may have, 1 . Fire or Other Casualty. (a) Repair Estimate. If the Premises or the Shopping Center are damaged by rote or other casualty(a"Casunity"),Landlord shall,within 90 days after such Casualty,deliver to Tenant a good faith estimate (the" a ne Notice")of the time needed to repair the damage caused by such Casualty. (b) Tenant's Rigts. If material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within 270 days after the commencement of repairs (the " epnir Period"), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. (c) Landlord's fthts if a Casualty damages the Premises or a material portion of the Shopping Center and(1)Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period, (2)the damage to the Premises exceeds 50%of the replacement cost thereof(excluding foundations and footings),as estimated by Landlord,and such damage occurs during the last two years of the Term,(3)regardless of the extent of damage to the Premises,the damage is not fully covered by Landlord's insurance policies plus applicable deductibles (provided that Landlord carries the insurance required hereunder) or Landlord makes a good faith determination that restoring the Shopping Center would be uneconomical,or(4)Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord's Mortgagee such that the remaining insurance proceeds are insufficient to cover the costs of restoration,then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. TAIL LEASE,Page 14 ( ) Repair Obligation. If neither party elects to terminate this Lease following a Casualty, en Landlord shall,within a reasonable time after such Casualty,begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty;however,Landlord shall not be required to repair or replace any alterations or betterments within the Premises(which shall be promptly and with due diligence repaired and restored by Tenant at Tenant's sole cost and expense)or any furniture,equipment,trade fixtures or personal property of Tenant or others in the Premises or the Shopping Center, andLandlord's obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question(plus applicable deductible amounts): If this Lease is terminated under the provisions of this aection 14,Landlord shall be entitled to the full proceeds of e insurance policies providing coverage for all alterations,improvements and betterments in the Premises(and, if Tenant has failed to maintain insurance on such items as required by this Lease,Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease). (e) Continuance or Tenant'sBusiness- Rental Abatement. Tenant agrees that during any period of reconstruction or repair of the Premises it will continue the operation of its business within the Premises to the extent practicable,and Minimum Rent and Additional Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord's repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above,as the case may be),unless the gross negligence or willful misconduct ora Tenant Party caused such damage,in which case,Tenant shall continue to pay Rent without abatement. 15. Taxes. (a) Personal Pranerty Taxes. Tenant shall be liable for all taxes levied or assessed against personal property,furniture,or fixtures placed by Tenant in the Premises or in or on the Building or Shopping Center, If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landlord elects to pay the same, or if the assessed value of Landlord's property is increased by inclusion of such personal property,furniture or fixtures and Landlord elects to pay the taxes based on such increase,then Tenant shalt pay to Landlord,within 30 days following written request therefor,the part of such taxes for which Tenant is primarily liable hereunder;however,Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment,and thereafter diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure of the Shopping Center or interest of Landlord therein or impose any fee or penalty against Landlord Tenant,and not Landlord,shall pay, when due and payable,the Florida State Sales Tax and any other sales or excise tax or assessment now or hereafter levied or assessed upon or against Tenant's or Landlord's interest in the Rent to be paid under this Lease,or any portion thereof,or Landlord's interest in this Lease or its income therefrom.Should the appropriate taxing authority require that any such sales or excise tax and/or assessment be collected by Landlord for or on behalf of such taxing authority, then such sales or excise tax and/or assessment shall be paid by Tenant to Landlord,as Additional Rent,in accordance with the terms of any written notice from Landlord to Tenant to such effect. ( ) Taxes. Tenant shall pay its Proportionate Share of all taxes,assessments and governmental charges of any kind and nature whatsoever levied or assessed against the Shopping Center,and any other charges, taxes and/or impositions now in existence or hereafter imposed by any governmental authority based upon the privilege of renting the Premises or upon the amount of rent collected therefor,whether they be by taxing districts or authorities presently taxing the Shopping Center or by others subsequently created or otherwise (collectively, "Taxes"). Taxes shall also be deemed to include any special taxing district assessment which is imposed in order to fund public facilities for the area in which the Shopping Center is located. Taxes shall not include federal and state taxes on income;however,if the present method of taxation changes so that,in lieu of or in addition to the whole or any part of any Taxes,there is levied on Landlord a capital tax,sales tax,or use tax directly on the rents received or a franchise tax,assessment or charge based,in whole or in part,upon such rents for the Shopping Center,then all such taxes,assessments and charges,or the part thereof so based,shall be deemed to be included within the to "Taxes" for purposes hereof. For property tax purposes,Tenant waives all rights to protest or appeal the appraised value of the Premises,as well as the Shopping Center,and all rights to receive notices of reapraisement. Tenant will pay its Proportionate Share of Taxes as a component of Tenant's payment of Tenant's Proportionate Share of the Retail Area Expenses,which shall be paid in accordance with Section b(d). TAIL LEASE,Page 15 (C) Tax Consultant;Contest of Taxes by Landlord. Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Shopping Center. Tenant shall pay to Landlord upon demand from time to time,as Additional Rent,Tenant's Proportionate Share of the reasonable cost of such service. Additionally,Landlord shall have the right to contest any tax assessment, valuation or levy against the Shopping Center,and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest,and Tenant shall pay upon demand Tenant's Proportionate Share of any reasonable fees,expenses and costs incurred by Landlord in contesting any assessments,levies ort rate applicable to the Shopping Center or portions thereof whether or not such contest is successful. If such contest results in a refund of Taxes in any year, Tenant shall be entitled to receive its Proportionate Share of such refund,pro-rated for the period with respect to which Tenant paid its share of Taxes for such year,after deducting from the refund all reasonable fees,expenses and costs incurred by Landlord in such contest. 16. Events of Default. Each of the following occurrences shall be an"Event or Derflult": (a) Payment Derault. Tenant's failure to pay Rent within three business days of the dale due, which failure continues for five days after Landlord has delivered written notice to Tenant that the some is due; however,an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent within three business days of the date due and,during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure to pay Rent on one or more occasions. (b) Abandonment. Tenant(1)abandons or vacates the Premises or any substantial portion thereof or(2)fails to continuously operate its business in the Premises for the Permitted Use set forth herein, (c) L%ttrichment. If any execution,levy,attachment,or other process of law shall occur upon Tenant's goods,fixtures or interest in the Premises. (d) Estoppel. Tenant fails to provide any estoppel certificate after Landlord's written request therefor pursuant to Section 24jej and such failure shall continue for five days after Landlord's second written notice thereof to Tenant. (e) Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under§_e_ctj2n lQjaj. M Mechanic's Liens. Tenant fails to pay and release of record,or diligently contest and bond around, any mechanic's lien filed against the Premises or the Shopping Center for any work perronned, materials furnished or obligation incurred by or at the request of Tenant, within the time and in the manner required by Lection 71d1- (g) Other Defaults. Tenant's failure to perform,comply with,or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of more than 30 days after Landlord has delivered to Tenant written notice thereof;however,if such failure cannot be cured within such 30-day period(thus excluding,for example,Ten es obligation to provide Landlord evidence of Tenant's insurance coverage) and Tenant commences to cure such failure within such 30-day period and thereafter diligently pursues such cure to completion,then such failure shall not be an Event of Default unless it is not fully cured within an additional 30 days after the expiration of the 30-day period, (h) InI&OM The filing of a petition by or against Tenant(the to "Tenant"shall include, for the purpose of this Section 16(h) any guarantor of Tenant's obligations hereunder)(1)in any bankruptcy or other insolvency proceeding-,(2)seeking any relief under any state or federal debtor relief law;(3)for the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Tenant's interest in this Lease;(4)for the reorganization or modification or Tenant's capital structure; or(5)in any assignment for the benefit of creditors proceeding;however,if such a petition is filed against Tenant,then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after the filing thereof. RETAIL LEASE,Page 16 17, Remedies. Upon any Event of Deroult Landlord may,in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,take any one or more of the following actions: (a) Termination of Lease. Terminate this Lease by giving Tenant written notice thereof,in which event Tenant shall pay to Landlord the sum of(I)all Rent accrued hereunder through the date of termination, (2)all amounts due under Section 1 (a),and(3)an amount equal to(A)the total Rent that Tenant would have been required to pay for the remainder of the Term discountedto present value at a per annum rate equal to the"Prime Rate"as published on the date this Lease is terminated y The Wall Street Journal,Southeast Edition,in its listing of "MoneyRates" minus one percent, minus (B)the then present fair rental value of the Premises for such period, similarly discounted; (b) Termination of Possession. Terminate Tenant's right to possess the Premises without terminating this Lease by giving written notice thereof to Tenant,in which event Tenant shall pay to Landlord(1)all Rent and other amounts accrued hereunder to the date of termination of possession,(2)all amounts due from time to time under Section 1 (a?, and(3)all Rent and other net sums required hereunder to be paid by Tenant during the remainder of the Term,diminished by any net sums thereafter received by Landlord through reletting the Premises during such period,after deducting all reasonable costs incurred by Landlord in reletting the Premises, if Landlord elects to proceed under this Section 17(b),Landlo may remove all of Tenant's property from the Premises and store the same in a public warehouse or elsewhere at the cost of,and for the account of;Tenant,without becoming liable for any loss or damage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sole reasonable discretion may determine(including a term different from the Term, rental concessions,and alterations to,and improvement of,the Premises);however,Landlord shall not be obligated to relet ilia Premises before leasing other portions of the Building or Shopping Center and Landlord shall not be obligated to accept any prospective tenant unless such proposed tenant meets all of Landlord's leasing criteria. Landlord shall not be liable for,nor shall Tenant's obligations hereunder be diminished because of,Landlord's failure to relet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall nota eat Tenant's obligations hereunder for the unexpired Term; rather,Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant,without the necessity of Landlord's waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease,all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 1 Nb). If Landlord elects to proceed under this Section 17Ib),it may at any time elect to terminate this Lease under Section 17ta), (c) Perform Acts on Behalf ofTenant. Perrorm any act Tenant is obligated to perform under the terms of this Lease(and enter upon the Premises in connection therewith if necessary)in Tenant's name and on Tenant's behalf,without being liable for any claim for damages therefor,except to the extent caused by Landlord's gross negligence or willful misconduct in petformingsuch obligation,and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease (including,but not limited to,collection costs and legal expenses),plus interest thereon at the Default Rate; (d) Suspension of Services. Suspend any services required to be provided by Landlord hereunder without being liable for any claim for damagestherefor; (e) Distress for Rent. Institute a distress for rent action and obtain a distress writ under Section 83.11 through 83.19,Florida Statutes;or (f) Alteration of Locks. Additionally,with or without notice,and to the extent permitted by Law, Landlord may alter locks or other security devices at the Premises to deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access to Tenant. is. Payment by Tenant;Non-Waiver,Cumulative Remedies, (a) Payment by Tenant. Upon any Event of Default,Tenant shall pay to Landlord all costs incurred by Landlord(including court costs and reasonable attorneys'fees and expenses)in(1)obtaining possession of the Premises,(2)removing and storing Tenant's or any other occupant's property,(3)repairing,restoring,altering, TAIL LEASE,Page 17 remodeling,or otherwise putting the Premises into the condition required at the expiration of the Term,O if Tenant is dispossessed of the Premises and this Lease is not terminated,reletting all or any part of the Premises(including reasonable brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (5)performing Tenant's obligations which Tenant failed to perform,and O enforcing,or advising Landlord of, its rights,remedies,and recourses arising out of the default. To the full extent permitted by law,Landlord and Tenant agree the federal and state courts of the state in which the Shopping Center is located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties'rights and obligations under this Lease, O No iaiver, Landlord's acceptance of Rent following an Event of Default shall not waive Landlord's rights regarding such Event of Default, No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord's rights regarding any future violation of such tem. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's rights with regard to the remaining portion of the Rent that is due,regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly,Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (c) Cumulative Remedies. Any and all remedies set forth in this Lease: (1)shall be in addition to any and all other remedies Landlord may have at law or in equity,(2)shall be cumulative,and(3)may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future. ( ) Tenant Waiver, Tenant hereby expressly, unconditionally and irrevocably waives all constitutional,statutory or common law bonding requirements including the requirement under Section$3.12,Florida Statutes that Landlord file a bond payable to Tenant it being the intention of the parties that no bond shall be required in any distress action. 19. Landlord's Lien, In addition to any statutory landlord's lien, now or hereafter enacted,Tenant grants to Landlord, to secure performance of Tenant's obligations hereunder, a security interest in all of Tenant's property situated in or upon,or used in connection with,the Premises or the Shopping Center,and all proceeds thereof (except merchandise sold in the ordinary course of business)(collectively,the"Collateral"),and the Collateral shall not be removed from the Premises or the Shopping Center without the prior written consent of Landlord until all obligations of Tenant have been fully performed. Such personalty thus encumbered includes specifically all trade and other fixtures for the purpose ofthis ection 19 and inventory,equipment,contract rights,accounts receivable and the proceeds thereof. Upon the occurrence of an Event of Default,Landlord may,in addition to all other remedies,without notice or demand except as provided below, exercise the rights afforded to a secured party under the Uniform Commercial Code of the state in which the Premises are located (the "UCC"). To the extent the UCC requires Landlord to give to Tenant notice of any actor event and such notice cannot be validly waived before a default occurs, then five days'prior written notice thereof shall be reasonable notice of the act or event. In order to perfect such security interest,Landlord may file any financing statement or other instrument necessary at Tenant's expense at the state and county Uniform Commercial Code filing offices, Tenant grants to Landlord a power of attorney to execute and file any financing statement or other necessary instrument to perfect Landlord's security interest under this Section I9.which power is coupled with an interest and is irrevocable during the Term. Landlord may also file a copy ofthis Lease as a financing statement to perfect its security interest in the Collateral, Within ten days following written request therefor,Tenant shall execute financing statements to be filed of record to perfect Landlord's security interest in the Collateral. 2 . Surrender or Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Promises,and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease,Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition,free of Hazardous Materials placed on the Premises during the Term,broom-clean,reasonable wear and tear(and condemnation and Casualty damage not caused by Tenant,as to which Sections 13 and 14 shall con 1)excepted,and shall deliver to Landlord all keys to the Premises. Provided at no default by Tenant then exists under this Lease,Tenant may remove all unattached trade fixtures(which,for purposes of this sentence, shall not include carpeting, floor coverings, attached shelving, lighting fixtures, wall coverings, or similar improvements), furniture, and personal prop" placed in the Premises or elsewhere in the Shopping Center by Tenant(but Tenant may not remove any such item which was paid for,in whole or in part,by TAIL LEASE,Page 1$ Landlord or any wiring or cabling unless Landlord requires such removal). Additionally,Tenant shall remove such alterations,additions,improvements,trade fixtures,personal property,signs,equipment,wiring,conduits,cabling and furniture(including Tenant's Off-Premises Equipment)as Landlord requests;however,Tenant shall not be required to remove any addition or improvement to the Premises or the Shopping Center if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair all damage caused by such removal. All items not so removed shall,at Landlord's option,be deemed to have been abandoned by Tenant and may be appropriated,sold,stored,destroyed,or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items;any such disposition shall not be considered a strict foreclosure or other exercise of Landlord's rights in respect of the security interest granted under Beefign 12 The provisions of this e t n 2Q shall survive the end of the Term. 21. Holdipg Over. If Tenant fails to vacate the Premises at the end of the Term,then Tenant shall be a tenant at sufferance and(a)Tenant shall pay,in addition to the other Rent,Minimum Rent equal to 154%of the Rent payable during the last month of the Term,and(b)Tenant shall otherwise continue to be subject to all of Tenant's obligations under this Lease. The provisions of this Section 21 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease,in addition to any other liabilities to Landlord accruing therefrom,Tenant shall protect,defend,indemnify and hold Landlord harmless from all loss,costs(including reasonable attorneys'fees)and liability resulting from such failure,including any claims made by any succeeding tenant founded upon such failure to surrender,and any lost profits to Landlord resulting therefrom. 22. Certain Rights Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises,Landlord shall have the following rights: (a) Shopping .Center Operations. To decorate and to make inspections,repairs,alterations, additions,changes,or improvements,whether structural or otherwise,in and about the Shopping Center,or any part thereof;to enter upon the Premises(after giving Tenant reasonable notice thereof,which may be oral notice,except in cases of real or apparent emergency,in which case no notice shall be required)and,during the continuance of any such worts,to temporarily close doors,entryways,public space,and corridors in the Shopping Center;to interrupt or temporarily suspend Shopping Center services and facilities; to change the name of the Shopping Center; and to change the arrangement and location of entrances or passageways,doors,and doorways,corridors,elevators,stairs, restroos,or other public parts of the Shopping Center; O ecuri . To take such reasonable measures as Landlord deems advisable for the security of the Shopping Center and its occupants; evacuating the Shopping Center for cause,suspected cause,or for drill purposes;temporarily denying access to the Shopping Center;and closing the Shopping Center after normal business hours and on Sundays and holidays,subject,however,to Tenant's right to enter when the Shopping Center is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time; (c) Prostiective Purchasers and Lenders. To enter the Premises at all reasonable hours,upon reasonable prior notice,to show the Premises to prospective purchasers or lenders.and O Prosgeetive Tenants. At any time during the last 12 months of the Term (or earlier if Tenant has notified Landlord in writing that it does not desire to renew the Term)or at any time following the occurrence of an Event of Default which remains uncured, to enter the Premises at all reasonable hours, upon reasonable prior notice,to show the Premises to prospective tenants, 23. Substitution Space. Landlord may,at Landlord's expense, relocate Tenant within the Shopping Center to space which is comparable in size,utility and condition to the Premises. If Landlord relocates Tenant, Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving Tenant's furniture, equipment,and supplies m the Premises to the relocation space and for reprinting Ten is stationery of the same quality and quantity as Tenant's stationery supply on hand immediately before Landlord's notice to Tenant of the exercise of this relocation right. Upon such relocation,Landlord's depiction of the relocation space shall be substituted as Exhibit A hereto and such relocation space shall be deemed to be the Premises and the terms of this Lease shall remain in full force and shall apply to the relocation space. No amendment or other instrument shall be necessary to effectuate the relocation contemplated by this Section;however, if requested by Landlord,Tenant shall execute an TAIL LEASE,Page 19 appropriate amendment document within ten business days after Landlord's written request therefor. If Tenant fails to execute such relocation amendment within such time period,or if Tenant fails to relocate within the time period stated in Landlord's relocation notice to Tenant(or,if such relocation space is not available on the date specified in Landlord's relocation notice,as soon thereafter as the relocation space becomes available and is tendered to Tenant in the condition required by this Lease),then, in addition to Landlord's other remedies set forth in this Lease,at law and/or in equity,Landlord may terminate this Lease by notifying Tenant in writing thereof at least 60 days prior to the termination date contained in Landlord's termination notice.Time is ofthe essence with respect to Tenant's obligations under this Section. 2 . Miscellaneous. (a) Landlord Transfer. Landlord may transfer any portion of the Shopping Center and any of its rights under this Lease. If Landlord assigns its rights under this Lease,then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer,provided that the assignee assumes in writing Landlord's obligations hereunder arising from and after the transfer date. (b) Landlord's Liabillty. The liability of Landlord (and its partners, shareholders or members)to Tenant(or any person or entity claiming by,through or under Tenant)for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Shopping Center (including the Common Area) shall be limited to Tenant's actual direct, but not consequential,damages therefor and shall be recoverable only from the interest of Landlord in the Shopping Center, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency The Provisions Of is Section shall survive any expiration or termination of this Lease. (c) Force(41a icure. Other than for Tenant's obligations under this Lease that can be performed by the payment of money(e,g„payment of Rent and maintenance of insurance),whenever a period of time is herein prescribed for action to be taken by either party hereto,such party shall not be liable or responsible for,and there shall e excluded from the computation of any such period of time,any delays due to strikes,riots,acts of God,shortages of laoror materials,war,terrorist acts or activities,governmental laws,regulations,or restrictions,or any other causes of any kind whatsoever which are beyond the control of such party. (d) Brokerngc. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than Katz & Associates representing Landlord, whose commission shall be paid by Landlord pursuant to a separate written agreement. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys' fees, liens and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by,through,or under the indemnifying parry. (e) Estoppel Certificates. From time to time,Tenant shall furnish to any party designated by Landlord,within ten days after Landlord has made a request therefor,a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord's Mortgagee or a prospective purchaser or mortgagee of the Shopping Center,the initial form of estoppel certificate to be signed by Tenant is attached hereto asxi it . If Tenant does not deliver to Landlord the certificate signed by Tenant within such required time period,Landlord,Landlord's Mortgagee and any prospective purchaser or mortgagee,may conclusively presume and rely upon the following facts:(l)this Lease is in full force and effect; (2)the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord;(3)not more than one monthly installment of Minimum Rent and other charges have been paid in advance;(4)there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges;and(5)Landlord is not in default under this Lease. In such event,Tenant shall be estopped from denying the truth of the presumed facts. (f) Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (1)mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2)hand delivered to the intended addressee, (3)sent by a nationally recognized overnight courier service, or(4)sent by facsimile transmission during normal business hours followed by a confirmatory letter sent in another manner permitted hereunder. All notices shall be effective upon delivery to the address of the addressee (even if such TAIL LEASE,Page 2 addressee refuses delivery thereof). The parties hereto may change their addresses by giving notice thereof to the other in confo ity with this provision. O 2IRLY31lifiU. If any clause or provision of this Lease is illegal,invalid,or unenforceable under present or future laws,then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision,there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal,invalid, or unenforceable clause or provision as may be possible and be legal,valid,and enforceable. (h) Amendments;Binding Effect;No Electronic Records, This Lease may not be amended except by instrument in writing signed by Landlord and Tenant No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord,and no custom or practice which may evolve between the parties in the administration of the terms hereof shalt waive or diminish the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms hereof. Landlord and Tenant hereby agree not to conduct the transactions or communications contemplated by this Lease by electronic means, except by facsimile transmission as specifically set forth in Section 24f f);nor shall the use of the phrase"in writing"or the word "written"be construed to include electronic communications except by facsimile transmissions as specifically set forth in section 24M. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto,and upon their respective successors in interest and legal representatives,except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant,and,other than Landlord's Mortgagee, no third party shall be deemed a third party beneficiary hereof. (i) Quiet Enioyment. Provided Tenant has performed all of its obligations hereunder,Tenant shall peaceably and quietly hold and enjoy the Premises for the Term,without hindrance from Landlord or any party claiming by,through,or under Landlord,but not otherwise,subject to the terms and conditions of this Lease. 0) No er er. Them shall be no merger of the Icaschold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds,directly or indirectly,this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. O Na Offer. The submission of this Lease to Tenant shall not be construed as an offer,and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant. (1) Entire regiment, This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto, Except for those set forth in this Lease,no representations,warranties,or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto. (m) 'Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED Y LAW, LANDLORD AND TENANT EACH NAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION O TO AVE A JURY PARTICIPATE N RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, OCU ENT OR AGREEMENT EXECUTED OR DELIVEREDIN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. (n) ove ire Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located. (o) Recardine. Tenant shall not record this Lease or any memorandum of this Lease without the prior written consent of Landlord,which consent may be withheld or denied in the sole and absolute discretion of Landlord and any recordation by Tenant shall be a material breach of this Lease. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument of record that was recorded without the prior written consent of Landlord. TAIL LEASE,Page 21 (p) Aater or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage,water damage or mold in or about the Premises or Shopping Center,Tenant shall promptly notify Landlord thereof in writing. (q) Joint and Several Liability, If Tenant is comprised of more than one party,each such partyshall be jointly and severally liable for Tenant's obligations under this Lease. All unperformed obligations of Tenant hereunder not fully performed at the end of the Tenn shall survive the end of the Term,including payment obligations with respect to Rent and all obligations concerning the condition and repair of the Premises. (r) Financiale . Within 15 days after Landlord's request,Tenant will furnish Tenant's most recent audited financial statements(including any notes to them)to Landlord,or,if no such audited statements have been prepared,such other financial statements(and notes to them)as may have been prepared by an independent certified public accountant or,failing those,Tenant's internally prepared financial statements. If Tenant is a publicly traded corporation,Tenant may satisfy its obligations hereunder by providing to Landlord Tenant's most recent annual and quarterly reports. Landlord will not disclose any aspect ofTenarifs financial statements that Tenant designates to Landlord as confidential except(1)to Landlord's Mortgagee or prospective mortgagees or purchasers of the Shopping Center, ( )in litigation between Landlord and Tenant, and/or(3)if required by court order. Tenant shall not be required to deliver the financial statements required under this Section 24fr)more than once in any 12-month period unless requested by Landlord's Mortgagee or a prospective buyer or lender of the Shopping Center or an Event of Default occurs. (s) Landlord's Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease,Tenant will reimburse Landlord for Landlord's reasonable,out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys', engineers'or architects' fees,within ten days after Landlord's delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action: (t) Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services companies,shall have no right of access to and within the Shopping Center,for the installation and operation of telecommunications systems,including voice,video,data,Internet,and any other services provided over wire,fiber optic,microwave,wireless,and any other transmission systems("Telecommunications Services"),for part or all of Tenant's telecommunications within the Shopping Center and from the Shopping Center to any other location without Landlord's prior written consent,not to be unreasonably withheld. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Shopping Center, applicable Laws and Landlord's policies and practices for the Shopping Center. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation,operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. Tenant,at its cost and for its own account,shall be solely responsible for obtaining all Telecommunications Services. (u) Confidentiality. Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord's benefit,and may not be disclosed by Tenant to anyone,by any manner or means, directly or indirectly,without Landlord's prior written consent®however,Tenant may disclose the terms and conditions of this Lease if required by Law or court order,to its attorneys,accountants,employees and existing or prospective financial partners provided same are advised by Tenant of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof(in each case, prior to disclosure). Tenant shall be liable for any disclosures made in violation of this Section by Tenant or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure. (v) Tenant's Restriction. Neither Tenant, nor any Affiliate, or any of their partners, shareholders or members shall,directly or indirectly,and whether as principal,partner,shareholder or otherwise,own, operate or become financially interested in any business similar to or in competition with,or using the trade name of, t business for which the Premises are leased hereunder within a radius of three miles measured from the outside boundary of the Shopping Center (the "Restricted Area"). Upon request, Tenant shall provide Landlord with TAIL LEASE,Page 22 complete information concerning all revenues and sales made from any competing business located within the Restricted Area in the same manner as provided herein and Landlord shall be entitled to all rights, remedies and recourses provided for in this Lease in enforcing the provisions of this Section. This Section shall not apply to any competing business within the Restricted Area that is being operated by Tenant on the date this Lease is executed. Nothing in this Section or in any other provision of this Lease shall be deemed to create an express or implied exclusive use covenant in favor of Tenant. (w) Autori . Tenant(if a corporation,partnership orother business entity)hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located,that Tenant has full right and authority to execute and deliver this Lease,and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants to Tenant that Landlord is a duly fanned and existing entity qua]ified to do business in the state in which the Premises are located,that Landlord has full right and authority to execute and deliver this Lease,and that each person signing on behalf of Landlord is authorized to do so. (x) Hazardous Materials. The term"Hazardous Materials"means any substance,material, or waste which is now or hereafter classified or considered to be hazardous,toxic,or dangerous under any Law relating to pollution or the protection or regulation of human health,natural resources or the environment,or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Shopping Center. Tenant shall not use, generate,store,or dispose of,or permit the use,generation,storage or disposal of Hazardous Materials an or about the Premises or the Shopping Center except in a manner and quantity necessary for the ordinary performance of Tenant"s business,and then in compliance with all Laws. If Tenant breaches its obligations under this Section 24(x), Landlord may immediately take any and all action reasonably appropriate to remedy the same,including taking all appropriate action to clean up or remediate any contamination resulting from Tenant's use,generation,storage or disposal of Hazardous Materials. Tenant shall not undertake,nor shall Tenant permit any Tenant Party to undertake, any invasive investigation,drilling or sampling of the soil or groundwater at the Premises or the Shopping Center without the prior written consent of Landlord,which consent shall be in Landlord's sole discretion. Notwithstanding anything contained in Section 1 (d), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against any and all claims,demands,liabilities,causes of action,suits,judgments, damages and expenses (including reasonable nuo eys' fees and cost of clean up and remediation) arising from Tenant's failure to comply with the provisions of this Section 24(x). This indemnity provision shall survive termination or expiration of this Lease. (y) List of Exhibits All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A- Outline of Premises Exhibit B- Description of Shopping Center Exhibit C- Certain Common Area Costs Exhibit D- Tenant Finish-Work Exhibit E- Sign Criteria Exhibit F- Shopping Center Rules and Regulations Exhibit G- Form of Confirmation of Commencement Date Letter Exhibit H- FGnn of Tenant Estoppel Certificate Exhibit I- Prohibited Uses Mbit 1- Individual Guaranty Exhibit K- Corporate Guaranty Exhibit L- Renewal Options Mbit Rent Abatement Provisions (z) Prohibited Persons and Transactions. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall at all times during the Term(including any extension thereof]remain in compliance with the regulations of the OFAC of the Department of the Treasury(including those named on FAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 2 ,2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism),or other governmental action relating thereto. TAIL LEASE,Page 23 (aa) Radon Notice. Florida Statutes 404,056. RADON GAS:Radon is a naturally occurring radioactive gas that,when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time.Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department, 25. Other Provisions, (a) Gunranties. As additional consideration for Landlord to enter into this Lease,Tenant shall cause Individual Guarantor(as defined in E IT J}to execute the guaranty attached hereto asXHL_IT J,and shall cause Corporate Guarantor(as defined in xhi it K to execute the guaranty attached hereto as Exhibit K,and Tenant shall deliver same to Landlord contemporaneously with Tenant`s execution hereof, Tenant's failure to deliver either such guaranty as required in tite preceding sentence shall be an automatic Event of Default under this Lease, with no notice being necessary to Tenant,and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder,as well as at law or in equity. Additionally,if Tenant fails to deliver either such guaranty, Landlord,notwithstanding anything to the contrary contained in this Lease,(1)shall not be required to perform any tenant improvement work in the Premises,( )shall not be required to make any reimbursements or allowances in connection with any tenant improvement work,(3)shall not be required to pay any brokerage commissions to the broker or brokers representing Tenant in connection with this Lease(and Tenant shall indemnify Landlord against all costs,expenses,attorneys'fees,and other liability for commissions or other compensation claimed by any broker or agent claiming the same by,thmug ,or under Tenant),(4)may terminate this Lease by providing Tenant five days advance written notice thereof, a;iyd(5)shall not be required to honor any renewal rights set forth in this Lease,if any. (b) IIAC. In the event the HVAC unit serving the Premises must be replaced during the Term,Landlord shall replace such HVAC unit with a new HVAC unit(with specifications determined by Landlord in Landlord's reasonable discretion), provided Landlord shall have no obligation to replace the HVAC or have other liability under this paragraph for reimbursements,repairs or replacements necessitated by the acts or omissions of Tenant or any other Tenant Parry,or if Tenant fails to enter into a service contract as described in Section 7(b}above. For the period commencing on the Commencement Date and continuing through until the earlier of(i)the date of replacement of the current HVAC unit,or(ii)the expiration of the Tenn,Landlord will reimburse Tenant up to$1,500 annually toward the costs actually incurred by Tenant in connection with replacing or repairing Major Components of c VAC unit. Such reimbursement,which in no event shall exceed 51,500 in any calendaryear,will be made within thirty (30) days following Tenant's submission to Landlord of a reimbursement request together with reasonable documentation evidencing the out-of-pocket costs and expenses paid by Tenant to a third-party for the repair of Major Components of the HVAC unit. For purposes hereof"Major Co gonents"of the HVAC shall not include routine maintenance items or any work whose cost is$250 or less per occurrence,but shall include critical components such as the compressor,heather,coil,and the like. [Signature page follows.] TAIL LEASE,Page 24 LANDLORD AND TENANT ESLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLEFOR TENANTS INTENDED COMMERCIAL PURPOSE,AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PRENIISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER,AND,EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANTSHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, ,SETOFF OR DEDUCTION,NO [ STA ANY BREACH BY LANDLORD F ITS DUTIES OR OBLIGATIONS HEREUNDER,WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below,but for reference purposes,this Lease shall be dated as of the date first above written. If the execution date is left blank,this Lease shall be deemed executed as of the date first written above. LANDLORD: CH REALTYVII-PS £C BOYNTON BEACH LAS VNTNAS,L.L.C.,a Delaware limited liability WITNESSES: company .11 C lam' y: PSREG Las Ventanas,LLC, Printed Name Christina Morrow a Georgia limited liability company, its manager Printed Name y: Pollack Shores Real Estate Group,LLC, a Georgia limited liability company, its manager By- Name;- Title: yaName;Title; w' TENANT: MANCAVE FOR MEN BOYNTON BEACH LLC, a Florida Ii inbil' company WITNESSES: B vr Printed-Narr Title, r� Printed Name TAIL LEASE,Page 25 EXHIBIT A OUTLINE F PREMISES This Exhibit is attached to this Lease solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation, warranty or agreement by Landlord as to any information shown hereon or that the Shopping Center or stores be exactly as indicated hereon. rill- „ tf F i C 4 1 i n Y ( N 3 f �41,li •� � � V b' VITAtt PARKING OAAAG[ J 11OORS Or PARKING t( t 300 PARKING $PACKS r „ EXHIBIT A,Outline ofPremises—mage Amt EXHI IT DESCRIPTION F SHOPPINGCEN All of Las Ventanas according to the plat thereof as recorded in Plat Book 110,Page 89 and 90,Public Records of Palm Beach County,Florida. EXMBIT B,Description of Shopping Centera- agc ®1 EXHIBIT C CERTAIN COMMON AREA COSTS 1. All expenses related to the ownership,operation,maintenance,management(including management fees),equipping,repair or security of the Shopping Center,including salaries,taxes,insurance,and employee benefits; 2. All supplies and materials used in the operation, maintenance or repair of the Shopping Center, including any exterior landscaping and holiday decorations; . Costs of utilities for the Common Area of the Shopping Center, including the cost of water and power for heating,lighting,air conditioning and ventilating,and operating fountains; 4. All expenses related to the repair,service,or maintenance of the Shopping Center and the equipment therein,including roof repairs and replacement,window cleaning,plumbing and electrical repair,HVAC and sprinkler system maintenance and repair, signage maintenance and repair, pest control, plate glass repair and replacement, elevator maintenance and janitorial service; . All capital expenditures related to the ownership,operation,maintenance and repair of the Shopping Center,including those incurred to effect a reduction in the operating expenses of the Shopping Center or which relate to a capital item installed pursuant to any Law,reserves for replacement of capital items and depreciation of machinery and equipment used in connection with the Shopping Center and its maintenance;and . Costs of cleaning, landscaping, snow and ice removal, painting, policing, providing security (if Landlord elects to provide security), fire protection,drainage,striping,repair and replacement of parking surfaces, and of complying with Laws enacted or effective after the date hereof(or interpretations hereafter rendered with respect to any existing Law). EXHIBIT C,Certain Common Area Costs—Page C-I EXHIBIT D TENANT FINIS H-IVDRK-ALLOWANCE (Tenant Performs the Work) 1. Accegtonce or Premises. Except as set forth in this Exhibit,Tenant accepts the Premises in their "A 1S"condition an the date that this Lease is entered into. 2. Worklnj, rawln 1. (a) _Pre jparittion and�Delive rV. On or before the date that is thirty(30)days following full execution of the Lease (the "Working Drawings DeliveEl Deadline"), Tenant shall provide to Landlord for its approval final working drawings, prepared by a design consultant reasonably acceptable to Landlord (the "Architect"),of all improvements that Tenant proposes to install in the Premises;such working drawings shall include the partition layout,ceiling plan,electrical outlets and switches,telephone outlets,drawings for any modifications to the mechanical and plumbing systems of the Building,and detailed plans and specifications for the construction of the improvements called for under this Exhibit in accordance with all applicable Laws. (b) ARR1212LZLMMI. Landlord shall notify Tenant whether it approves of the submitted working drawings within ten business days after Tenant's submission thereof. If Landlord disapproves or such working drawings, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval,in which case Tenant shall,within three business days after such notice,revise such working drawings in accordance with Landlord's objections and submit the revised working drawings to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within five business days after its receipt thereof This process shall be repeated until the working drawings have been Finally approved by Tenant and Landlord. If Landlord fails to notify Tenant that it disapproves of the initial working drawings within ten business days (or, in the case of resubmitted working drawings, within five business days) aficr the submission thereof,then Landlord shall be deemed to have approved the working drawings in question. (c) Landlord's Approval.Performance of Work. If any of Tenant's proposed construction work will affect the Buildines Structure or the Building's Systems,then the working drawings pertaining thereto must be approved by the Building's engineer of record. Landlord's approval of such working drawings shall not be unreasonably withheld,provided that(1)they comply with all Laws,(2)the improvements depicted thereon do not adversely affect(in the reasonable discretion of Landlord)the Building's Structure or the Building's Systems, the exterior appearance of the Building, or the appearance of the Common Area, (3)such working drawings are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner, and (4)the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements(a copy of which has been delivered to Tenant). As used herein,"Working Drawin "means the final working drawings approved by Landlord,as amended from time to time by any approved changes thereto,and "Work"means all improvements to be constructed in accordance with and as indicated on the Working Drawings,together with any work required by governmental authorities to be made to other areas of the Building or the Shopping Center as a result of the improvements indicated by the Working Drawings. Landlord's approval of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law,but shall merely be the consent of Landlord thereto. Tenant shall,at Landlord's request,sign the Working Drawings to evidence its review and approval thereof Tenant shall be solely responsible for obtaining all necessary governmental permits and approvals required for commencement of the Work (collectively,the"TengALWark Approvals")prior to the commencement of such Work,and shall deliver copies of the Tenant Work Approvals to Landlord promptly following Tenants receipt of same. After the Working Drawings have been approved,Tenant shall cause the Work to be performed in accordance with the Working Drawings. 3. Contractors,Performance of Work, The Work shall be performed only by licensed contractors and subcontractors approved in writing by Landlord,which approval shall not be unreasonably withheld,and Tenant shall cause a Notice of Commencement with respect to any such work to be recorded in the public records for the state and county in which the Premises is located. All contractors and subcontractors shall be required to procure and maintain insurance against such risks,in such amounts,and with such companies as Landlord may reasonably require. Certificates of such insurance, with paid receipts therefor, must be received by Landlord before the Work is EMBIT D,Tenant Finish-Work:Allowance(Tenant Performs the Work)-Page D-I commenced. The Work shall be performed in a good and workmanlike manner free of defects,shall conform strictly with the Working Drawings,and shall be performed in such a manner and at such times as and not to interfere with or delay Landlord's other contractors, the operation of the Shopping Center, and the occupancy thereof by other tenants. All contractors and subcontractors shall contact Landlord and schedule time periods during which they may use Shopping Center facilities in connection with the Work(e.g.,elevators,excess electricity,etc.). 4, Construction Contracts, (a) Tenant's General Contractor. Tenant shall enter into a construction contract with general contractor selected by Tenant and approved by Landlord in a form acceptable to Tenant's representative for the Work,which shall comply with the provisions of this Section 4 and provide for,among other things,(1)a one- year warranty for all defectiveWork-,( )a requirement that Tenant's Contractor maintain general commercial liability insurance of not less than a combined single limit of$5,000,000,naming Landlord,Landlord's property management company, Landlord's asset management company, Landlord's Mortgagee, Tenant, and each of their respective Affiliates as additional insureds;(3)a requirement that the contractor perform the Work in substantial accordance with the Working Drawings and in a good and workmanlikemanner;(4)a requirement that the contractor is responsible for daily cleanup work and final clean u (including removal of debris);and(5)those items described in Section 4(b) (collectively,the Landlord shall have three business days to notify Tenant whether it approves the proposed construction agreements. If Landlord disapproves of the proposed construction agreements,then it shall specify in reasonable detail the reasons for such disapproval, in which case Tenant shall revise the proposed construction agreements to correct the objections and resubmit them to Landlord within two business days after Landlord notifies Tenant of its objections thereto,following which Landlord shall have two business days to notify Tenant whether it approves the revised construction agreements. If Landlord fails to notify Tenant that it disapproves of the construction agrceents within three business days after the initial construction agreements or two business days after the revised construction agreements(as the case may be)are delivered to Landlord,then Landlord shall be deemed to have approved the construction agreements. (b) All Construction Contracts. Unless otherwise agreed in writing by Landlord and Tenant, each of Tenant's construction contracts shall: (1)provide a schedule and sequence of construction activities and completion reasonably acceptable to Landlord,(2)be in a contract form that satisfies the Approval Criteria,(3)require the contractor and each subcontractor to name Landlord,Landlord's property management company,Landlord's asset management company,and Tenant as additional insured on such contractor's insurance maintained in connection with the construction of the Work,(4)be assignable following an Event ofDefauit by Tenant under this Lease to Landlord and Landlord's Mortgagees,and( )contain at least a one-year warranty for all workmanship and materials. 5. Change Orders. Tenant may initiate changes in the Work. Each such change must receive the prior written approval of Landlord,such approval not to be unreasonably withheld or delayed;however,(a)if such requested change would adversely affect(in the reasonable discretion of Landlord)(1)theBuilding's Structure or the uilding's Systems,(2)the exterior appearance of the Building,or(3)the appearance of the Common Area,or(b)i any such requested change might delay the Commencement Date,Landlord may withhold its consent in its sole and absolute discretion. Tenant shall,upon completion of the Work,furnish Landlord with an accurate architectural"as- built"plan of the Work as constructed,which plan shall be incorporated into this Exhibit D by this reference for all purposes, If Tenant requests any changes to the Work described in the Working Drawings,then such increased costs and any additional design costs incurred in connection therewith as the result of any such change shall be added to the Total Construction Costs. 6. Definitions, As used herein "Substantial Comi2letion." "Substantially o n[ete ," and any derivations thereof mean the Work in the Premises is substantially completed(as reasonably determined by Landlord) in accordance with the Working Drawings, Substantial Completion shall have occurred even though minor details of construction,decoration,landscaping and mechanical adjustments remain to be completed. 7. Wal -Through:Punchlist. When Tenant considers the Work in the Premises to be Substantially Completed,Tenant will notify Landlord and within three business days thereafter, Landlord's representative and Tenant's representative shall conduct a walk-through of the Premises and identify any necessary touch-up work,repairs and minor completion items that are necessary for final completion of the Work, Neither Landlord's representative nor Tenant's representative shall unreasonably withhold his or her agreement on punchlist items. Tenant shall use EXHIBIT D,Tenant Finish-Work: Allowance(Tenant Performs the Work)-Page -2 reasonable efforts to cause the contractor performing the Work to complete all punclist items within 30 days after agreement thereon. . Excess Costs. The entire cost of performing the Work(including design of and space planning for the Work and preparation of the Working Drawings and the final"as-built"plan of the Work,costs of construction labor and materials,electrical usage during construction,additional janitorial services,general tenant signage,related taxes and insurance casts, licenses, permits, certifications, surveys and other approvals required by Law,and the construction supervision fee referenced in ec6on 1 of this Exhibit,all of which costs are herein collectively called the "Total Construction Costs") in excess of the Construction Allowance(hereinafter defined)shall be paid by Tenant. Upon approval of the Working Drawings and selection of a contractor,Tenant shall promptly execute a work order agreement which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance. . Construction Allowance. Landlord shall provide to Tenant a construction allowance not to exceed 515.00 per rentable square foot in the Premises (the "Construction Allowance") to be applied toward the Total Construction Costs,as adjusted for any changes to the Work. No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds(and provided reasonable evidence thereof to Landlord)the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in a single disbursement following the later of(1)the date that is 45 days after Tenant opens for business to the public,and(2) the date upon which Landlord receives the following items from Tenant: (a)a request for payment, (b)final lien waivers from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form,(c)the Architect's certification that the Work for which reimbursement has been requested has been finally completed,including any punch-list items,on the appropriate ATA form or another form approved by Landlord, O the permanent certificate of occupancy issued for the Premises, (e)Tenant's occupancy of the Premises and operation in accordance with the Lease,(f)delivery of the architectural"as-built"plan for the Work as constructed(and as set forth above)to Landlord's construction representative(set forth below),(g)an estoppel certificate confirming such factual matters as Landlord or Landlord's Mortgagee may reasonably request,and (h) a contractor final payment affidavit pursuant to Section 713.06(3)(d) of the Florida Statutes (collectively, a "Comnleted Application for Payment"). Landlord shall pay the amount requested in the Completed Application for Payment to Tenant within 30 days following Tenant's submission of the Completed Application for Payment. if, however,the Completed Application for Payment is incomplete or incorrect,Landlord's payment of such request shall e deferred until 30 days following Landlord's receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit,Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following:(A)Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith,other than claims which will be paid in full from such disbursement,(B)there is an unbonded lien outstanding against the Building or the Premises or Tenant's interest therein by reason of work done,or claimed to have been done,or materials supplied or specifically fabricated,claimed to have been supplied or specifically fabricated,to or for Tenant or the Premises,(C)the conditions to the advance of the Construction Allowance are not satisfied,or(D)an Event of Default by Tenant exists. The Construction Allowance must be used (that is,the Work must be fully complete and the Construction Allowance disbursed) within six months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto,time being of the essence with respect thereto. Notwithstanding any provision to the contrary herein,no portion of the Construction Allowance shall be available for,or applied to,any costs or expenses of any of Tenant's furniture,fixtures or equipment in the Premises. 10. Construction Marta rent. Landlord or its Affiliate or agent shall supervise the Work and coordinate the relationship between the Work, the Building and the Buildings Systems. in consideration for L dlor 's construction supervision services,Tenant shall pay to Landlord a construction supervision fee equal to five percent of the Total Construction Costs. 11. Construction Representatives. Landlord's and Tenant's representatives for coordination of construction and approval of change orders will be as follows,provided that either party may change its repmsentative upon written notice to the other: EXWBIT D,Tenant Finish-Work:Allowance(Tenant Performs theWork)-Page -3 Landlord's Representative: CH Realty VII-PSREG Boynton Beach Las Ventaas,L.L.C. c/o Southeast Centers,LLC 1541 Sunset Drive,Suite 300 Coral Gables,Florida 33143 Attention: Property Manager Telephoned 561-347-0888 elecoy:561-347-1669 Tenant's Representative: Interiors of America LLC Attention: Robert Cobb Telephone:561-750-1950 Ext.305 Email:info@interiorsafamerice.com 12. Miscellaneous. To the extent not inconsistent with this Exhibit, ecti®ns_7(a]and 21 of this Lease shall govern the perfonnance of the Work and Landlord's and Tenant's respective rights and obligations regarding the improvements installed pursuant thereto. EXHIBIT D,Tenant Finish-Work:Allowance(Tenant Performs theWork)-Page D4 EXHIBIT E SIGN CRITERIA Building,Window and Door Signage: 1. Wall signs to be internally-illuminated cabinet signs with "push- ru" graphics and decorative olingslembellisents per Art Sign Company drawing# 9- 7-06-247,Sheet#4(front signs),and drawing #09-07-06-247,Sheet# (rear signs), 2. Sign cabinet depth to be 1l"excluding 3. Front signs to be a maximum of one(1)square foot per linear foot of storefront lease space,square footage calculated exclusive of moldingsle bellishments. 4. Rear signs to be a maximum of one-half(0.5)square foot per linear foot of storefront lease space,square rootage calculated exclusive or mold ingsfe bellishments. 5. h°foldingslebellishents fabricated from 1"thick Sintra brand PVC. . sign cabinet fabricated from heliarc-welded aluminum angle internal frame with external.125 aluminum face and sides. 7. All graphics computer-routed into aluminum face with matching computer-routed"i"'Mick clear acrylic inserted into the routed aluminum voids in the face,creating a"push-tru"appearance. S. 3ivi brand#3630-33 red translucent vinyl graphic film to be applied to the faces of the?'1"acrylic"push-thru" graphics. 9. Tenant graphics to be in the font of the tenants'choice. 10. Logos are not to exceed 20%of the sign face area. 11„ Aluminum sign face and sides to be in teturize stucco-like finish Sherwin-Williams#6140 Moderate White, 12. Sintra brand PVC moldings/embellishments to be in texturized stucco-like finish to match brown paint of building trim. 13. Internal illumination from High Output fluorescent lamps and ballasts with all wiring in U.L.compliant conduit and raceways concealed within the sign cabinet.. 14. All fabrication,installation and wiring to meet or exceed all applicable building and electrical codes and all U.L. requirements and specifications. 15. Window graphics may be black or white die-cut vinyl lettering only.Any window graphics should be limited to a maximum of 6 inch tall lettering and limited to no more than 10%of the door and one adjacent window surface of any tenant. 16. No sign shall be installed without written landlord approval,City approval,and permit. 17. No signage is to be allowed on awnings. 19. Stacked font is allowed,permitted that stacked copy will fit within the designated sign band and will not appear crowded,look inappropriate,or out of scale and character with adjacent signage. EXHIBIT E,Sign Criteria—Page -I EXHIBIT E,Sign Criteria—Page ®2 Prohibited Skins. A. An im atedlfluttering signs B. Balloons C. Bus bench signs D. Festoons E. Flashing signs F. Roof signs G. Rotating signs H. Signs that swing I, Sidewalk signs(sandwich/"A"frame) J. Portable signs K. Exposed neon tubing signs L. Signs that obstruct free ingress to or egress from a door,window,fire escape or other required exit or entrance. M. Snipe signs or signs attached to or painted on fire escapes,television antennas,satellite dishes,utility poles or any other associated structure. N. Signs which emit odors,sounds,smoke,vapor or other visible matter, . Unauthorized signs on property owned by or under control of the City of Boynton Beach. P. Banners(unless approved pursuant to Chapter 2 1) Q. Off premises signs,except those permitted under Chapter 2I,Article III,Section 6(Special Signs)or Chapter 2,Article 11,Section 7,Paragraph O(Neighborhood identification Signs). R. Electrical or illuminated signs in residential zoning districts, except that in a development where models are being demonstrated,an illuminated sign,meeting the other requirements of this chapter,may be used provided no illumination is shown between the hours of 9:00 p.m.and 7:00 a.m.the following day. S. Bill boards T. Non-geometric signs shaped to depict figures or demonstrative shapes used to attract attention to the business activity with which the sign is associated. U. Painted wall signs V. Pylon signs W. Any other sign prohibited by the City of Boynton Beach EXHIBIT E,Sign Criteria—Page E-3 EXHI[BIT F SHOPPING CENTER RULES AND REGULATIONS e following rules and regulations shall apply to Tenant's use of Premises and the Shopping Center,and the appurtenances thereto: I. QEERA_TIQN.Tenant shall conduct its business in the Premises in all respects in a dignified manner and in accordance with high standards of store operation and that of a first-class shopping center. 2. c MURS.Tenant will remain open for business Monday through Saturday from 10:00 a.m.to 6 . .,plus any additional hours far the Shopping Center as set by the Landlord from time to time.Tenant may also remain open for any additional hours desired by Tenant,subject to Landlord approval. 3. WINDOW TREATMENTS,No curtains,draperies,blinds,shades,window tinting,or screens shall be attached to or hung or used in connection with any window or door of the Premises without prior consent of the Landlord. Curtains,draperies, blinds,shades or screens must be of a quality,type,design and color approved by Landlord.Further,all draperies,shades or screens shall have a natural color or fabric facing exterior window views. 4. PEL4YFRIS.All deliveries or shipments of any kind to and from the Premises shall be made in a manner directed by Landlord with no exceptions.Failure to abide by this rule could result in a fine by the applicable governing municipality, and Tenant shall indemnify and hold Landlord harmless from and against any costs in connection with Tenant's violation of this restriction Loading and unloading of merchandise,supplies and othergoods, shall be made only by way of the rear of the Premises at a location designated by Landlord,and only at such times designated for such purpose by Landlord, trailers and'or trucks servicing the Demised Premises may only park in portions of the Shopping Center designated for such purpose by Landlord,and only while actively londinglunloading. In no event may any trucks be parked in a manner which may interfere with the use of the Common Area or any pedestrian or vehicular access. 5. RADIO.TELEVISION EXTERIOR NOISE.No radio,television,phonograph or other devices,or aerial attached thereto(inside or outside the Premises)shall be installed without first obtaining in each instance the Landlord's written consent;and if such consent be given,unless otherwise approved,no such device shall be used in a manner so as to be heard or seen outside of the Premises,and no advertising medium shall be used which can be seen,heard or experienced outside the Premises,including,but not limited to,flashing lights and searchlights.If any live music is played in the Premises,same shall be performed in a manner so as not to be heard outside of the Premises. Any nightclub shall install sound attenuation materials approved by Landlord inside the walls and ceilings of Premises. 6. AREAS ADJOMNG PREMISES.Tenant shall keep the areas immediately adjoining the Premises in the front and at the rear of the Premises,including any portion of Che Common Area where Tenant is given the right to use for a sales or service area,clean and free from dirt and rubbish,and Tenant shall not place,suffer or permit any obstructions or property in such areas or in any area outside of the Premises. 7. MAINTENANCE.Tenant will maintain the Premises at its own expense in a clean,orderly and sanitary condition and free of unreasonable odors,insects,rodents,vermin,and other pests;will not bum or permit undue accumulation of garbage,trash, rubbish and other refuse, and will remove the same from the Premises to compactors or other receptacles provided by Landlord,and will keep such refuse in proper containers on the interior of the Premises until so removed from the Premises.Tenant shall keep the entry and exit ways immediately adjoining the Premised clean and shall not place or permit any rubbish,obstruction or merchandise in such areas.Tenant shall break down, flatten or otherwise condense all boxes and trash placed in any trash receptacle.Notwithstanding the foregoing,Tenant at its expense shall make special arrangements,which must be acceptable to Landlord, for the Vection,storage and removal of any grease,oils,fats,renderings,foods,or similar waste all of which shall be carried and not dragged to the appropriate disposal facility, and shall not place some in any compactors or other trash receptacles for the Shopping Center or in the sewer system of the Shopping Center,or in the alternative Landlord will have the right to remove same and charge Tenant for all costs associated therewith,which shall be paid within ten(1 0) days after written demand by Landlord.No such waste materials shall be removed from the Premises in any leaking EXHIBIT F,Shopping Center Rules and Regulations—Page -1 bags or containers,and if any such waste materials spill on any portion of the Common Area same shall be immediately cleaned up by Tenant. . SIQRAGE OF ARTICLES O TSC PRE I E . Tenant will not place or maintain any merchandise,vending machines or other articles in the vestibule or entry of the Premises,on the footwalks adjacent thereto or elsewhere on the exterior thereof. 9. IMEOF AREAS Q!JUIDE PHEMIM,Tenant will not use,or permit to be used,the malls or sidewalks adjacent to the Premises,or any other space outside of the Premises for the display or sale or offering for sale of any merchandise or for any other business,occupation or undertaking,unless permitted by Landlord in writing. 10, Tenant will not use or permit the use of any portion of the Shopping Center or the Premises for solicitations,demonstrations or itinerant vending,or any activities inconsistent with reasonable standards of good Shopping Center practice,Tenant and Tenant's employees and agents shall not solicit business i the Common Area,nor shall Tenant distribute any advertising matter on automobiles parked in the parking areas or other Common Area without Landlord's prior written consent. 11. L 1N FACILITIES,The plumbing facilities within or serving the Premises shall not be used for any purposes other than for which they were constructed,and no foreign substances of any kind shall be thrown therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents,employees or invitees,shall be paid by Tenant. 12. NQ-&gERfNfi QR LODQING.Tenant shall not use,permit or suffer the use of any portion of the Premises as living,sleeping or lodging quarters. 13. EXCESSIVE FLOOR LOADS,No load will be placed on any floor of the Premises which exceeds the floor load per square foot area which such floor area was designated to ca 14. VIBRATION AND NOI5E.All mechanical equipment and machinery in or serving the Premises will be kept free of vibration and noise which may be transmitted beyond the confines of the Premises,and,to the extent applicable,Tenant will provide sound barriers for Tenant's roof-top HVAC system to the extent required by any environmental or other law,rule,regulation,guideline or order. 15. QPQRS.Tenant shall not cause or permit sng,unusual,offensive or objectionable noise,odors, fumes,dust or vapors to emanate or be dispelled from the Premises. 16. LIVE ANIMALS.No live animals will be kept on or within the Premises. 17. 7C AT R SERVICE. Tenant must have the Premises serviced by a pest exterminator approved or selected by Landlord at least once per month(once a week if Tenant sells food or beverages within the Premises)at Tenant's expense.Landlord,at its option and from time to time,may,at the expense of the Tenant,employ a pest extermination contractor to service the Premises at such intervals as Landlord may require,and Tenant shall permit said contractor to enter the Premises to perform pest extermination services. 1 . FLOOR ft _. . Tenant shall not lay linoleum or other similar floor covering so that such floor covering shall come in direct contact with the flOW017111C Premises and if linoleum oroter similar floorcovering is so used,an interlier of builder's deadening felt shall first be affixed to the floor by paste or other material soluble in water,so that such floor covering may be easily removed.The use of cement or other similar material is prohibited. 19. STO GE F VEHICLES A G. o automobiles,trucks or other vehicles may be stored on the Shopping Center,or may be parked on the Shopping Center which are not capable of being run under their own power.Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for those purposes by the Landlord.Tenant shall furnish Landlord within 5 days after taking possession of the Premises, the state of registration and automobile license numbers assigned to vehicles belonging to Tenant's employees and shall thereafter notify the Landlord of any change within 5 days after changes occur.Landlord has and reserves the EXUHBIT F,Shopping Center Rules and Regulations—Page F-2 right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles)regarding parking that Landlord deems desirable.Without liability, Landlord will have the right to toworotherwise remove vehicles improperly parking,blocking ingress or egress lanes, or violating parking rules,at the expense of the offending tenant and/or owner of the vehicle.Landlord shall not have any liability on account of any loss or damage to any vehicle or the contents thereof,Tenant hereby agreeing to bear e risk of loss for same.In the event that the Tenant or its employees fail to park their cars in designated parking areas as aforesaid,then the Landlord,at its option,may without limiting its right to other tow or have such vehicle removed,elect to"boat"such vehicle and/or charge Tenant ten(S 10.00)dollars per day or partial day per car parking in any area other than that designated for employee parking, Tenant shall indemnify,hold and save harmless Landlord of any liability arising from such towing or booting of any vehicles, 2 . ADVERTISING PRQMQTIONAL AT RI L .Tenant will not display,paint or cause to be displayed,painted or placed,any handbills,bumper stickers or other advertising orrootionalmaterials orevices on any vehicle parked in the panting area of the Shopping Center,whether belonging to Tenant,or to Tenant's agents or employees,or to any other person, will not distribute, or cause to be distributed, in the Shopping Center, any handbills or other advertising devices;and will not conduct or permit any activities that might constitute a nuisance or unreasonable source of annoyance to other tenants of the Shopping Center or their customers. 21. DISPLAYS AND_DECORATIONS.Tenant shall not place,suffer or perm it displays or decorations on the sidewalks outside of the Premises or on or upon any of the parking or other portions of the Common Area. Additionally, Tenant shall not place or permit to be placed any seating areas outside of the Premises or anywhere within the Common Area without the express prior written consent of Landlord. No signs,advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Shopping Center without the prior written consent of Landlord. No nails,hooks or screws shall be driven or inserted in any part of the Shopping Center except by Shopping Center maintenance personnel. 22 HAZARDOUS MA RIALS. a. Tenant's Restrictions,Tenant shall not cause or permit to occur: i, any violation of any federal state,or local law,ordinance,or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Premises or arising from Tenant's use or occupancy of the Premises including,but not limited to,soil and ground water conditions®or ii. the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Material without Landlord's prior written consent, which consent may be withdrawn, conditioned, or modified by Landlord in its sole and absolute discretion in order to insure compliance with all applicable"Laws"(hereinafter defined),as such Laws may be enacted or amended from time to time. b. Environmental Cleanup: i. Tenant shall,at Tenant's own expense,comply with all laws regulating the use,generation, storage,transportation,or disposal of Hazardous Materials("Laws"). ii. Tenant shall,at Tenant's own expense, make all submissions to,provide all information required by and comply with all requirements of all governmental authorities under the Laws. iii. Should any governmental authority or any third party demand that a cleanup plan be prepared and a cleanup be undertaken because of any deposit,spill,discharge,or other release of Hazardous Materials that occurs during the term of this lease,at or from the Premises or which arises at any time from Tenant's use or occupancy of the Premises,then Tenant shall,at Tenant's own expense,prepare and submit the required plans and all related bonds and other financial assurances and Tenant shall carry out all such cleanup plans. C. Tenant shall promptly provide all information regarding the use,generation,storage,transportation, or disposal of Hazardous Materials that is required by Landlord. EXHIBIT F,Shopping Center Rules and Regulations—Page F-3 . if Tenant fails to fulfill any duty imposed under this Paragraph within thirty(30)days following Landlord's written request,Landlord may proceed with such efforts and in such case,Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of e Laws to the Premises and Tenant's use thereof and for compliance therewith and Tenant shall execute ail documents promptly upon Landlord's request and any expenses incurred by Landlord shall be payable by Tenant as an additional rent,No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Paragraph. C. Tenant's obligations and liabilities under this Paragraph 22 shall survive the expiration of this Lease. 23. INCIDENT NOTICE.Tenant shall give to Landlord prompt written notice of any accident,fire, burglary,theft,or damage occurring on or to the Premises. 24. USE CQ O AREA. The Common Area shall not be obstructed by Tenant or used for purposes other than parking,ingress and egress to and from the Premises and for going from one to another part of the Shopping Center. . LACK , Landlord shall provide all door locks in Tenant's Premises, at the cost of Tenant,and Tenant shall not place any additional door locks in the Premises without Landlord's prior written consent. Landlord shall furnish to Tenant a reasonable number of keys to Tenant's Premises,at Tenant's cost,and Tenant shall not make duplicates thereof. 26. PRATIQ QF A RY.No machinery of any kind(other than normal office equipment) shall be operated by Tenant without Landlord's prior written consent,nor shall Tenant use or keep in the Shopping Center any flammable or explosive fluid or substance. 27. LOST ITEMS. Landlord will not be responsible for lost or stolen personal property, money or jewelry from a tenant's premises or public or common areas regardless of whether Such loss occurs when the area is lacked against entry or not. 2 , VEMrNQ MACHWES.No vending or dispensing machines of any kind may be maintained in any leased premises without tire prior written permission of Landlord. 24. DIP VE ACTIVITIES. Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets,demonstrators,or the like. 30. OFF-LIMITS AREAS. No tenant may enter into phone rooms,electrical rooms,mechanical rooms, or other service areas of the Shopping Center unless accompanied by Landlord or the Stropping Center manager. 31. ILLECaL SAFE ACTIVITIES, Tenant will not permit any Tenant Party to bring onto the Shopping Center any handgun,firearm or other weapons of any kind,illegal drugs or,unless expressly permitted by Landlord in writing,alcoholic beverages. EXMBIT F,Shopping Center Mules and Regulations—Page -4 EXHIBIT G CONFIRMATION OF COMMENCEMENT DATE /TENAM'S A R S/ Re: Lease Agreement (the "Lease") dated 2 _, between a ("Landlord"),and a ("Tenant"). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease Ladies and Gentlemen: Landlord and Tenant agree as follows: L Condition of Premises, Tenant has accepted possession of the Premises pursuant to the Lease. Any improvements required by the terms of the Lease to be made by Landlord have been completed to the full and complete satisfaction of Tenant in all respects,and Landlord has fulfilled all of its duties under the Lease with respect to such initial tenant improvements. Furthermore, Tenant acknowledges that the Premises are suitable for the Permitted Use. 2. Commencement Date. The Commencement Date of the Lease is , 0 3. Exrrirntio ntc. The Term is scheduled to expire on the last day of the—th full calendar month of the Term,which date is 0®. A. Contact Person. Tenant's contact person in the Premises is: Attention. Telephone; - Telecopy: - 5. Rnlifiention. Tenant hereby ratifies and confirms its obligations under the Lease,and represents and warrants to Landlord that it has no defenses thereto.. Additionally,Tenant further confirms and ratifies that,as of c date hereof,(a)the Lease is and remains in good standing and in full force and effect,and(b)Tenant has no claims, counterclaims,set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant. 6. Bin Ina ect;Governing % . Except as modified hereby,the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of the Lease,the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located. Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us. EXHIBIT G,Confirmation of Commencement Date-Page -t Sincerely, CH REALTYVH-PSREG TN BEACH LAS VENTANAS,L.L,C., a Delaware limited liability company By. PSREG Las Ventanas,LLC, a Georgia limited liability company, its manager ya Pollack Shores Real Estate Group,LLC, a Georgia limited liability company, its manager y: Name: Title,-- Agreed itle,-A reed and accepted° fTENANT'SSIGNATURC BLOCK] By: Namc _.� e Title: EXHIBIT G,Confirmation of Commencement Date-Page - EXHIBIT H FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned is the Tenant under the Lease(defined below) betweena i as Landlord,and the undersigned as Tenant,for the Premises n the Shopping Center located at and commonly known as and hereby certifies as follows: I, The Lease consists of the original Lease Agreement dated as of 20 . between Tenant and Landlord[s predecessor-in-interest] and the following amendments or modifications thereto (if none, please state"none"): The documents listed above are herein collectively referred to as the "Lease" and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease. 2. The Lease is in full force and effect and has not been modified,supplemented or amended in any way except as provided in above. 3. The Term commenced an and the Term expires,excluding any renewal options,on 0®,and Tenant has no option to purchase all or any part of the Premises or the Shopping Center or,except as expressly set forth in the Lease,any option to terminate or cancel the Lease. 4, Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned,or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows(irnone,please state"none"). All monthly installments of Minimum Rent,all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through The current monthly installments or Minimum Rent and Additional Rent are: Minimum Rent Common Area Charge Retail Area Expenses S TOW 5. All conditions of the Lease to be performed by Landlord necessary to the enfbmeabiI4 of the Lease have been satisfied and Landlord is not in default thereunder. In addition,Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 6. As of the date hereof,there are no existing defenses or offsets,or,to the undersigned's knowledge, claims or any basis for a claim,that the undersigned has against Landlord and no event has occurred and no condition exists,which,with the giving of notice or the passage of time,or both,will constitute a default under the Lease. 7. No rental has been paid more than 30 days in advance and no security deposit has been delivered to Landlord except as provided in the Lease. EXHIBIT H,Form of Tenant Estoppel Certificate—Page H-1 S. If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do W 9. There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state. 1 . Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises,the undersigned has not used or stored any hazardous substances in the Premises. 11, Tenant is not itself,and is not directly or indirectly owned,controlled or supported by,a"Specially Designated National'"or otherwise designated as a blocked person under any regulation of the Office of Foreign Assets Control,U.S.Department of Treasury(see:www.ustreas. ov:`offices./enforcemen11 ), 1 . All tenant improvement work to be performed by Landlord under the Lease has been completed i accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full. Tenant acknowledges that this Estoppel Certificate may be delivered to Landlord,Landlord's Mortgagee or to a prospective mortgagee or prospective purchaser,and their respective successors and assigns,and acknowledges that Landlord,Landlord's Mortgagee and/orsuch prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of disbursing loan advances or making such loan or acquiring such props Executed as of TENANT: a By: Name. Title: EXHIBIT H,Form of Tenant Estoppel Certificate—Page -2 EXHIBIT I PROHIBITED USES Tenant shall not use or permit the use of the Premises for any other business or purpose,except as set forth in the Paragraph 8 of this Lease and in strict accordance with the rules and regulations for the Shopping Center.No part of the Premises shall be used for any purpose other than retail sales and/or services, offices, restaurants or other commercial purposes which are permitted by applicable zoning and other laws and which are typically found in first class retail shopping centers in the County in which the Shopping Center is located.No part of the exterior shall be used for an automatic teller machine THE FOLLOWING PROHIBITIONS N E I I NS SHALL NOT BE DEEMED TO APPLYLANDLORD,BUT ONLY TO TENANTS ASE.Landlord shall have the right,in Landlord's sole and absolute discretion,to waive all or any of the prohibitions set forth herein upon such matters,terms and conditions as Landlord,in its sale discretion may determine. The Premises,in whole or in part,shall not be used or operated directly or indirectly for any of the following; 1. The operation of a retail store offering the following services for sale to the general public:UPS,DHL, FedEx,Airboue overnight delivery services,postal services,packaging and shipping services,mailbox rentals,fax for profit,and copy and printing services 2. The operation of Greek restaurant with its principal business(more than 25%of its gross sales)being the sale of Greek food 3. The operation of a restaurant with its principal business being the sale of coffee,tea and smoothies. 4. The sale of submarine sandwiches 5. The operation of local real estate brokerage office 6, The operation of a knitters'studio and retail sale of knitting supplies 7. The leasing and sale of motorized scooters 8. The operation of a sports bar.For purposes of this exclusive,a sports bar is a bar having more than four televisions per 1,500 square feet,billiard tables,and which shows televised sporting events on multiple televisions 9. The operation of a high-end,appointment only hair salon 10. The operation of a yoga or pilates studio or center EXHIBIT 1,Prohibited Uses--Page I-1 EXHIBIT J INDIVIDUAL Asa material inducement to Landlord to enter into the Lease Agreement,dated d f ,2021 (the "Lease"),between Mancave for Men Boynton Beach LLC,a Florida limited liability company,as Tenant,and C Realty VIl-PSPLEG Boynton Beach Las Ventanas,L.L. „a Delaware limited liability company,as Landlord,EMAD AOVIDA and MARLEEN AOVIDA,married individuals(individually and collectively,'IndividualGuarantor"), hereby unconditionally and irrevocably guarantees the complete and timely performance of each obligation of Tenant (and anyassignee)under the Lease and any extensions or renewals of and amendments to the Lease. This Guaranty is an absolute, primary, and continuing, guaranty of payment and performance and is independent of Tenant's obligations under the Lease. Individual Guarantor(and if this Guaranty is signed by more than one person or entity, each Individual Guarantor hereunder) shall be primarily liable,jointly and severally, with Tenant and any other guarantor of Tenant's obligations. Individual Guarantor waives any right to require Landlord to(a)join Tenant with Individual Guarantor in any suit arising under this Guaranty,(b)proceed against or exhaust any security given to secure Tenant's obligations under the Lease,or(c)pursue or exhaust any other remedy in Landlord's power. Until all of Tenant's obligations to Landlord have been discharged in full,Individual Guarantor shall have no right of subrogation against Tenant. Landlord may, without notice or demand and without affecting Individual Guarantor's liability hereunder,from time to time,compromise,extend or otherwise modify any or all of the terms of the Lease,or fail to perfect,or fail to continue the perfection of,any security interests granted under the Lease. Without limiting the generality of the foregoing,if Tenant elects to increase the size of the leased premises,extend the lease term,or otherwise expand Tenant's obligations under the Lease,Tenant's execution of such lease documentation shall constitute Individual Guarantor's consent thereto(and such increased obligations of Tenant under the Lease shall constitute a guaranteed obligation hereunder); Individual Guarantor hereby waives any and all rights to consent thereto. Individual Guarantor waives any right to participate in any security now or hereafter held by Landlord: Individual Guarantor hereby waives all presentments,demands for performance,notices of nonperformance,protests, notices of protest,dishonor and notices of acceptance of this Guaranty,and waives all notices of existence,creation or incurring of new or additional obligations from Tenant to Landlord. Individual Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collateral under applicable Law,other than payment and performance in full of Tenant's obligations under the Lease, The liability of Individual Guarantor under this Guaranty will not be affected by (1)the release or discharge of Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding,whether state or federal and whether voluntary or involuntary;(2)the rejection or disaffirmance of the Lease in any such proceeding;or(3)the cessation from any cause whatsoever of the liability of Tenant under the Lease. Individual Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including,without limitation,reasonable attorneys'fees and expenses). The obligations of Tenant under the Lease to execute and deliver estoppel statements,as therein provided,shall be deemed to also require the Individual Guarantor hereunder to do so and provide the same relative to Individual Guarantor following written request by Landlord in accordance with the terms of the Lease. All notices and other communications given pursuant to,or in connection with,this Guaranty shall be delivered in the same manner required in the Lease. All notices or other communications addressed to Individual Guarantor shall be delivered at the address set forth below. This Guaranty shall be binding upon the heirs,legal representatives,successors and assigns of Individual Guarantor and shall inure to the benefit of Landlord's successors and assigns. For the first twenty-four(24)Lease Months of the Term,this Guaranty shall be a full guaranty of all of the Tenant's obligations under the Lease.Notwithstanding anything in this Guaranty to the con",if there is no uncured Event of Default currently outstanding at the end of the twenty-fourth(24th)Lease Month,then commencing on the first day of the 25th Lease Month,this Guaranty shall expire and be of no further force or effect. PM REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] E 141 IT 1,Individual Guaranty—Page 1-1 Executed as of l 2021. .JNMVr ISA a R; rinte ae; EMAD AOVIDA.an Individual Address:, 3180 Harrington Drive �qclon,Florida 33467 Telephonef Telecopy: Driver's License No.: INDIVIDUAL GUARANTOR, `Printed ante:'MARLEENAOVIDA,anindividuaJI Address: 3180 HwTington Drive Boca Ratan,Florida 33487 Telephone:. - Telecopy: Driver's License No.: 0 -,F7 1 EXHIBIT t,Individual Guaranty--Page!-2 EXHIBIT CORPORATEA N As a material inducement to Landlord to enter into the Lease Agreement,dated ~ 1' 16 2021(the "Lease"),between Mancave for Men Boynton Beach LLC,a Florida limited liability company,as Tenant,and C Realty, VII-PSREG Boynton Beach Las Ventanas, L.L.C., a Delaware limited liability company, as Landlord, MANCAVE FRANCHISING LLC, a Florida limited liability company (" o n to Gua ntor"), hereby unconditionally and irrevocably guarantees the complete and timely performance of each obligation of Tenant(and any assignee)under the Lease and any extensions or renewals of and amendments to the Lease. This Guaranty is an absolute,primary,and continuing,guaranty of payment and performance and is independent of Tenant's obligations under time Lease.Corporate Guarantor(and if this Guaranty is signed by more than one person or entity,each Corporate Guarantor hereunder)shall be primarily liable,jointly and severally,with Tenant and any other guarantor of Tenant's obligations. Corporate Guarantor waives any right to require Landlord to(a)join Tenant with Corporate Guarantor in any suit arising under this Guaranty,(b)proceed against or exhaust any security given to secure Tenant's obligations under the Lease,or(c)pursue or exhaust any other remedy in Landlord's power. Until all of Tenant's obligations to Landlord have been discharged in full,Corporate Guarantor shall have no right of subrogation against Tenant. Landlord may, without notice or demand and without affecting Corporate Guarantor's liability hereunder,from time to time,compromise,extend or otherwise modify any or all of the terms of the Lease,or fai I to perfect,or fail to continue the perfection of,any security interests granted under the Lease. Without limiting the generality of the foregoing,if Tenant elects to increase the size of the leased premises,extend the lease term,or otherwise expand Tenant's obligations under the Lease,Tenant's execution of such lease documentation shall constitute Corporate Guarantor's consent thereto (and such increased obligations of Tenant under the Lease shall constitute a guaranteed obligation hereunder);Corporate Guarantor hereby waives any and all rights to consent thereto- Corporate hereto-Cor rate Guarantor waives any right to participate in any security now or hereafter held by Landlord. Corporate Guarantor hereby waives all presentments,demands for performance,notices of nonperformance,protests,notices of protest,dishonor and notices of acceptance of this Guaranty,and waives all notices of existence,creation or incurring ofnew or additional obligations from Tenant to Landlord. Corporate Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collateral under applicable Law, other than payment and performance in full of Tenant's obligations undcr the Lease. The liability DfCorporale Guarantor under this Guaranty will not be affected by ([)the release or discharge of Tenant from,or impairment, limitation or modification of, Tenant's obligations under the Lease in any bankruptcy,receivership,or other debtor relief proceeding,whether state or federal and whether voluntary or involuntary;(2)the rejection or disaffirmance of the Lease in any such proceeding® or( )the cessation from any cause whatsoever of the liability of Tenant under the Lease. Corporate Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including,without limitation,reasonable attoeys'fees and expenses). The obligations of Tenant under the Lease to execute and deliver estoppel statements,as therein provided,shall be deemed to also require the Corporate Guarantor hereunder to do so and provide the same relative to Guarantor following written request by Landlord in accordance with the terms of the Lease. All notices and other communications given pursuant to,or in connection with,this Guaranty shall be delivered in the same manner required in the Lease. All notices or other communications addressed to Corporate Guarantor shall be delivered at the address set forth below. This Guaranty shall be binding upon the heirs,legal representatives,successors and assigns ofCorporate Guarantor and shall inure to the benefit of Landlord's successors and assigns. For the first twenty-four(24)Lease Months of the Term,this Guaranty shall be a full guaranty of all ofthe Tenant's obligations under the Lease. Notwithstanding anything in this Guaranty to the contrary,i there is no uncured Event of Default currently outstanding t the end of the en -fourth(241h)Lease Month,then commencing on the first day of the 251 Lease Month,Corporate Guarantor's maximum,aggregate and total liability hereunder and under the Lease shall be limited to the sum of(A)the total amount of all Rent due and payable under the Lease for a period of twelve(12)full Lease Months(which 12-Lease Month period shall be on a rolling basis beginning on the date an Event of Default occurs), and ) the unamortized amount of any brokerage commissions paid by Landlord in connection with the Lease(amortized on a straight-line basis over ten(10)years), EXMBIT K,Corporate Guaranty®Page -I Executed as of -�8 �` 2021. MANCAVE FRANCHISINGLLC,a Florida limited liability com Y.- e: Title: r' Address: 950 Peninsula Corporate Circle,Suite 1010 Boca Raton,Florida 33478 Telephone, - - Telecopy: Secretary of Stite Organizational Number: EXHIBIT K,Corporate Guaranty—Pae - EXHIBIT L RENEWAL TIS Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for two(2)additional periods of hive(S)years each,by delivering written notice of the exercise thereof to Landlord not later than 12 months before the expiration of the Term,or the first renewal term,as applicable. The Minimum Rent payable for each month during each such extended Tenn shall be the prevailing rental rate(the" revallln ental ate"),at the commencement of such applicable extended Term,for renewals of space in the Shopping Center of equivalent quality,size,utility and location,with the length of the applicable extended Term,the use of the Premises,the anticipated Gross Sales,and the credit standing of Tenant to be taken into account. Within 30 days after receipt of Tenant's notice to renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate and shall advise Tenant of the required adjustment to Minimum Rent, if any,and the other terms and conditions offered. Tenant shall, within ten days after receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate. If Tenant timely notifies Landlord that Tenant accepts Landlord's determination of the Prevailing Rental Rate,then,on or before the commencement date of the applicable extended Tenn,Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease,except as follows: (a) The Minimum Rent shall be adjusted to the Prevailing Rental Rate(and if Percentage Rent is payable hereunder with reference to a stated "breakpoint"of Gross Sales, the breakpoint shall be appropriately adjusted in the same proportion as the change in Minimum Rent); (b) Tenant shall have no further renewal option unless expressly granted by Landlord in writing(other than as set forth in this Exhibit L);and (c) Landlord shall tease to Tenant the Premises in their then-current condition,and Landlord shall not provide to Tenant any allowances(e.g.,moving allowance,4aanstruction allowance,and the like)or other tenant inducements. If Tenant rejects Landlord's determination of the Prevailing Rental Rate,or fails to timely notify Landlord in writing that Tenant accepts or rejects Landlord's determination of the Prevailing Rental Rate,time being of the essence with respect thereto,Tenant's rights under this Exhibit shall terminate and Tenant shall have no right to renew this Lease, Tenant's rights under this Exhibit shall terminate if(1)this Lease or Tenant's right to possession of the Premises is terminated,(2)Tenant assigns any of its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee,or(3)Tenant fails to timely exercise its option under this Exhibit,time being of the essence with respect to Tenant's exercise thereof. EXHIBIT L,Renewal Options—Page L-I EXHIBIT RENT ABATEMENT QVII NS Minimum Rent,TenenCs Monthly Common Area Charge,and Tenant's Proportionate Share of Retail Area Expenses,shall collectively be conditionally abated during the first 120 days of the Term. Commencing with the 121st day of the Tenn,Tenant shall make Minimum Rent,Monthly Common Area Charge,and Retail Area Expense payments as otherwise provided in this Lease. Notwithstanding such abatement set forth in this paragraph above (a)all other sums due under this Lease shall be payable as provided in this Lease,and O any increases in Minimum Rent set forth in this Lease shall occur on the dates scheduled therefor. The abatement of Minimum Rent,Monthly Common Area Charge,and Retail Area Expenses provided for in this Exhibit is conditioned upon Tenant's full and timely performance of all of its obligations under this Lease. If at any time during the Tenn an Event of Default by Tenant occurs,then the abatement provided for in this Exhibit shall immediately become void,and Tenant shall promptly pay to Landlord,in addition to all other amounts due to Landlord under this Lease,the full amount of all Minimum Rent,Common Area Charges and Retail Area Expenses herein abated. EXHIBIT M,Rent Abatement Provisions—Page ®1 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CONSENT AGENDA AGENDAITEM: 11.1. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for 409 E A LLC located at 409 N. Railroad Avenue SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from 409 E A LLC located at 409 N. Railroad Avenue, Boynton Beach, FL 33435 (see Attachments I - 111). 409 E A LLC has owned the industrial property since 2011 and currently operates Boynton Auto Repair and Transmission. Boynton Auto Repair and Transmission is completely equipped to repair all domestic and imported automobiles to their original manufacturer's specifications. They also provide 24/7 emergency services for weekend or after hour needs. As the property owner, the applicant falls under the terms of a Tier I I business, as outlined in the grant application. The applicant is seeking reimbursement for exterior improvements to the parking lot including new drainage, accessible parking, and new paving. The total cost of eligible property improvements is approximately$67,510 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 in reimbursable funds provided that the applicant expends an equal amount in matching funds as required under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $25,000 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,000 to 409 E A LLC located at 409 N. Railroad Avenue, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III -Warranty Deed D Attachment IV - Project Quote 10YN10N msmBEACH �'CRA COMMUNRY REDEVELOPMENT AGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL IMPROVEMENT GRANTPROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny,any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business„ means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Page 1 of 17 1 Property Improvement 100 East Ocean Avenue,4"Floor,Boynton Beach,FL 33435—Phone;(561)600-9090 www.boyntonbeachcra.com The Boynton Beach BBCRA is a public agency and is governed by the "Florida Public Records Law" under Florida State Statutes, Chapter 119.Any documents provided by the Applicant(s) may be produced the BBCRA upon receipt of a public records request, subject to any exemptions provided by Florida Law. Incentive Funding The Commercial Property Improvement Grant Program offers financial assistance to the landlord or business owner in the form of a reimbursable, matching grant for 50% of eligible expenses, up to $50,000, associated with the construction or renovation of the exterior and interior elements of the commercial operating space. Applicants are encouraged to take advantage of the City of Boynton Beach's PACE Program to help defer the cost of installing energy efficient items. Information regarding the PACE Program is available online at http://Www.boynton-beach.org/go- green/pace—program.php or by contacting the City of Boynton Beach at (561) 742-6067. Attached is the ReNew PACE Eligible Product List. Applicants are also encouraged to connect with CareerSource Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. CareerSource Palm Beach County has a dedicated team of career counselors, business coaches and training providers to help area businesses. stay competitive through training grants and talent acquisitions and also,provide assistance in posting available jobs, recruiting and hiring, and training opportunities. For more information regarding CareerSource Palm Beach County visit their website at careersourGepbc.com or view the attached brochure. Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive grant funding: • Applicant must be the business entity (or d/b/a) named and the principal owners named on the corporation documents, and must be the landlord or business owner of the company occupying the property to be improved, • Must be located within the BBCRA Area (see attached map). • Must provide proof that the commercial business is properly licensed by all necessary levels of government and professional associations or agencies(copies of City and County.licenses or receipts that the licenses have been applied for). Page 2 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com • Improvements to non-profit and residentially zoned properties are NOT eligible expenses. • Applicant must have an executed multi-year lease with at least two years remaining on the lease at the time of BBCRA Board approval • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. o All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than$250,000(based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application, • Grant funding amounts will be based on the applicant's project budget, specified at the time of the BBCRA Board approval, plus an added 20%contingency funding amount. • Grant funds will be reimbursed exclusively for approved work and approved change orders. • The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. h t 0s Page 3 of 17 Property Improvement 100 East Ocean Avenue,41h Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • In order to receive the full amount of any awarded grant, the property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. (As further described below, applicants may request reimbursement for up to 50% of their grant award prior to completion of the project.) If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent)and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award, at which point the CRA no longer make payments for any reimbursement requests, regardless of whether the request was submitted prior to the termination of the grant. Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program.A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification.Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Page 4 of 17 Property Improvement 100 East Ocean Avenue,4`h Floor, Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood & fire • Signage including exterior and suppression * Doors/windows interior fighting • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the Project site restriping building 9 Painting • Fencing (excluding • Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and • Security stations-See attached water heating-See cameras/system** ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) Notwithstanding the limitation that grants May only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Massage/Personal Services 0 Medical Research Centers/Housing • Firearm Sales/Shooting Ranges * Massage/Personal Services • Religion-Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the BBCRA Area Page 5 of 17 Property Improvement 100 East Ocean Avenue,41h Floor,Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com • CBD Retail Stores Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20%for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in grant funding. Tier One Businesses must be one of the following types of business: • Restaurant Hotels/Motels/Bed and Breakfast • Gourmet Food Market (the Board will grant no more than • Bakery four approvals in this category per fiscal year) Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design - home • Boutiques-clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Page 6 of 17 t; Property Improvement 100 East Ocean Avenue,4t'Floor, Boynton Beach,FL 33435-Phone:(561)600-9090 www.boyntonbeachcra,com Marketing Offices • Medical Offices • Fitness Facilities-yoga, dance • Insurance Offices exercise, martial arts, etc. e Take Out Restaurants • Auto Services Facilities- repair, • Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • -Specialty Retail Businesses approvals per fiscal year) stationary, gifts, sporting goods • Florists (no more than two • Other commercial fagade MI approvals per fiscal year) improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBC RA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of$15,000 in grant funding, Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and Page 7 of 17 P�7 Property Improvement 100 East Ocean Avenue,4`"Floor,Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com • Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation. 1. A non-refundable fee of$100,which will be used to obtain a consumer credit report on the business and principal/owners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. 3. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. 4. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6, Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. '- Page 8 of 17 Property Improvement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com 12.Copy of design and construction plans associated with the proposed improvements, 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15-Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 33435. Phone (561)742-6000. Approval of Funding Request k1I-reqyLirqd_dpcqMqr1tq ion Must be submitted o later second IL_ submJ n er than noon two weeks prior to the -D-E�SA4y p fthe month. BBCRA staff will review the application to evaluate whether the project is eligible for reimbursement. If it meets these requirements, BBCRA staff will present the funding request to the BBCRA Board for review and potential approval. The BBCRA Board meets on the second Tuesday of each month at the Commission Chambers located in City Hall at 100 East Ocean Avenue, Boynton Beach, FL 33435. The schedule for BBCRA Board meetings can be obtained at www.boyntonbeachcra.com. Applicants will be notified of the date and time that their applications will be considered by the BBCRA Board. The BBCRA recommends that applicants attend the BBCRA Board meeting during which the Board will consider their applications in order to answer any questions the BBCRA Board may have regarding their applications. BBCRA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Page 9 of 17 W17) Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed.Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work for which reimbursement is sought must be completed and paid for by the applicant prior to the release of BBCRA funds. The applicant may request reimbursement for partial payments throughout the project for up to 50% of grant award. The remaining 50%® of grant funding will be held until the project is completed according to the City of Boynton Beach Building Department, and if applicable, a certificate of occupancy has been issued, at which point the applicant may submit a final reimbursement request. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3)days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the reimbursement request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "Work to be completed" or"bids"are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers.A copy of the cashiers check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). Page 10 of 17 Property Improvement 100 East Ocean Avenue,4"Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com 3. For partial reimbursement requests, a Partial Release of Lien from licensed contractors must be submitted. 4. For the final reimbursement request, the following must also be submitted: a. A"final release of lien" signed by each licensed contractor(s). See attached Sample of a Final Release of Lien form. 5. A minimum of 4 color"after" photos of the project. 6. A copy of the Certificate of Occupancy/Completion. By submitting the final reimbursement request, the applicant warrants that all bills for which applicant is directly responsible related to the project are paid in full including, but not limited to, all contractors, labor, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been used as part of a reimbursement request for any other grant program offered by the BSCRA, City of Boynton Beach, Palm Beach County or the State of Florida.The Commercial Property Improvement Grant Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibilftY,of the applicant to READ AND UNDERSTAND all aspects of ffe Grant Program's Rules/Requirernents and Appkation. 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 BBCRA to any third party.The BBCRA is not required to verify that entities that have contracted with the applicant have been paid in full, or that such entities have paid any subcontractors in full. Applicant's warranty that all bills related to the Project for which the applicant is directly responsible have been paid is sufficient assurance for the BBCRA to award grant funding Ig S Page 11 of 17 Property Improvement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTOa CRA COMMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION I BUS51NESS INFORMATION: Business Name(d/b/a if applicable) Current Business Address: q Fed ID#: 14 Business Phone Number: s6/- � �_— _._ .., Cell , Website: r�,.iaiv ._._ ...... Existing Business:Yes *� No Number of years in existence: 1°r0 Time at Current Location: _ �Q _-p.-.—_ «_ New Business to Boynton Beach:'Yes_No,� Do you have an executed lease agreement: Yes No_if so, monthly base rent: New Business Address (if applicable): Square footage of current location:_ Square footage of new location, Type of Business: Ter 1 Business: ❑ Tier 2 Business: q Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: _ yours of Operation: List of improvements seeking reimbursement for: 14)4 1 1 e3i 9 X4 a- Requested grant amount: Page 12 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor, Boynton Beach, FL 33435-Phone:(561)600-9090 www.boyntonbeachcra.com !1`3 )I ' ry . y �� J CRACOMMUN9Y REDEVELOPMENT ICY APPLICANT INFORMATION PRINCIPAI..IOWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name Date of Birth n 3 -0 .. `i Email Residential Address , Z.5 23 ass r,�}c Cell Phone Number: _S' "' . � _ w. ata 2. Principal/Owner Name: b &,e 6(Date of Bal A d rress: .. L Email: M a y ,a �o nt3_'7 Residen Cell Phone Number.- 3. umber:3. Principal/Owner Name: Date of Birth: m r Email: Residential Address: w... m e _..,.... ,.. Cell Phone Number. 4. Principal/Owner Name: Date of Birth. _.__. _. Email _.__. Residential Address: - Cell Phone Numb er. Are you applying for grant assistant under any other program offered by the BBCRA? Yes _ _No If yes,what additional programs are you applying for: Page 13 of 17 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach,FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTON m,mBEA(',H CRA COMMUNiTY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies:Yes®No x If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name; Landlord's Mailing Ad ire- :. 3( ,P Landlord's Phone Number, CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. 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 a g4f _ Page 14 of 17 7, ' Property Improvement 100 East Ocean Avenue,4th Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTO 11 BEACH CRA COMMUMY e AGENCY APPLICANT INFORMATION understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Plan, and that the Boynton Beach Community Redevelopment Agency may decline my application for any legal reason, including the reason that granting the award will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency may, at its sole discretion, discontinue grant payments at any time if in its sole and absolute determination it feels such assistance no longer meets the program criteria or is no longer in furtherance of the Boynton Beach Community Redevelopment Plan. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the BBCRA to run a credit report as part of this application,and understand that information in my credit report, including a record of bankruptcy, may disqualify me from obtaining grant funding. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 15 of 17 l Property Improvement 100 East Ocean Avenue,4t"Floor,Boynton Beach, FL 33435—Phone:(561)600-9090 www.boyntonbeachcra.com BOYNTON numBEACH CRA COMMUNffY REDEVELOPMENT AGENCY APPLICANT I AT! APPLICANT SIGNATURES Principal/Owners i�- atu`rc-i�""- CDa Printed Name / Title 2. $`e E f RUO/6 Si na} t e — _... . _ rtncip Il�)wner's Date 7MMPrinted � ame ��' �"'_ t 7-P .� �... _—_- Title 3. __...i.� - _ ..r _� ....... rincpaUOwner's _ Signatt ure Date ...... ...._ __ ®. ....— �.. , ... Printed Name Title 4. -.- ®b Sg a , _ _- ---- .. rincipal/Owner's ignature Date .. ........_� Printed Name Title Notary as to Principal/Ower's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF a BEFORE ME, an officer duh/authorized by law to administer oaths and take acknowledgements, personally appear k' U° .. , who is/are personally known to me or produced °� z° F ?___. as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seg r in the State and County aforesaid on this fd day of s�`�•.°��R 5, NOTARY PUBLIC : co ,m .• My Commission Expires: N 5 No. �02i J Mit • Page 16 of 17 +�* PSUG ,•'•�+?-.*' Property Improvement 100 l ash rr Y ®1 Floor, Boynton Beach, FL 33435--Phone:(561)600-9090 ,`"Irat,1101 www.boyntonbeachcra.com BOYNTON k womBEA H CRA COMMUNITY REDEVELOPMENT AGENCY LANDLORD I Tl NDLD SIGNATURES:' L l- 77 Landlord's SignLine Date 50 w_ Printed Name Title 2 Fr P 1 j Landlords Signature Date Printed Name Title - Notary as to PrincipalfOwner's Signatures-Multiple notary pages may be used if signing individually STATE OF ..41111.- 11-11111i�111 _ COUNTY OF : BEFORE ME, an officerduly authorized by law to administer oaths and take acknowledgements, personally appeared who is/are personally known to me or producedt2�2 1� _ as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed, IN WITNESS OF THE FOREGOING, I have set m hand and official seal in the State and Couty y aforesaid on this _ day of 20 ,opO Commission —..... __ * PUBLIC ggy••Q® My Expires: AYCanm E)a+re;rn M N No�$ 7} '11orll 11111%°'�® Page 17 of 17 Property Improvement 100 East Ocean Avenue,41h Floor,Boynton Beach,FL 33435–Phone:(562)600-9090 www.boyntonbeachcra.com BOYNTON �I emmBEACH :CRA COMMUNITYREDEVELOPMENT AUTHORIZATION TO PERFORM A CREDIT CHECK FOR PRINCIPAL/OWNER The applicant hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the credit worthiness of the applicant. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the applicant's credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S. Applicant grants such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating on the date the grant has been fulfilled. This applicant hereby waives and all claims, past, present or future,which the applicant may have against the BBCRA by reason of any credit investigation made pursuant to applicant's consent and authorization herein give to the BBCRA. An authorization to Perform Credit Check needs to be complete by each Principal/Owner and by the Business. Please us a separate form for each principal/owner: Principal/Owner Name: Date of Birth: Current Home Address: Previous Home Address: Email: Phone Number: Signature: Date: 100 East Ocean Avenue,4" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 3/25/2021 PAPA Maps DOROTHYJACKS -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } i, RTr ae44 4; e,. ,. 1 , yak, Vc,,c 39 i r,J t , View Property Record � Owners N� 409 E A LLC t n i n F i}�f �� Property Detaillor '„ ocaliorl 409 N RAILROAD AVE= - .. BOYNTON BEACH :. i„p �1. IF_ . .e ;. 08434521180000190 ,,,�-1 ' iV ort ��1 h Su,div r„i ARDEN PARK ADD IN 1 I` Book 24705 ^m,;.1690 Sale Date JUL-2011 r' 409 RAIL ROAD AVE Addii BOYNTON BEACH FL i, 33435 3802 m se. Yoe 2700-AUTO SALES Otad Squarei, Feet 1140 - JI iE ,,,,,,,,,,, ,,,, IC F�1. I '�`��,� �r,�S� �r=�aa111�a�� ' i '•� i_ � p rt, �t l�;,r, � Sales Date Sales Information Price ' JUL-2011 200000 :FEB-2010 436487 ` DEC-2006 475000 APR-2004 10 5„ 6}si NOV-2003 200000 rl 1t'45u1sa �5 ' `rs,u�}1 l� - yii} 'C� td Fol, x ` 1 r. Appraisals Tax Year 2020 ..lion provemeii $74,677 ,1 .. Value $149,682 . oni ?.a_ke...Value=. $224,359 All values are as of January 1 st each years l i 1 �1 NF1 4.ry q, ,,t„ ,,n,,n.-i n n n,,n:; i n n,,n,oi e 4 t t11�e l d 1 Vr � 4 Assessed Taxable values 111'11114`.415\,'Nt� f 4d4' trc fi Tax Year 2020 �„i � Al sensed ,Ia.ue' $224,359 `,::�, �t al� r„ _ ��l�ii LF Sk ,, l,i1k. J��1+Jt` xe';;;.,.,..Amourit Soo L` t, ))4ku C'11\,„ ,r t ��-;re�, _ � r1i�}s 1��h'�'11: .,�tS I �.` £i'# e Value $224,359, (r ` I Taxes Tax Year 2020 Ad ! :ere m $4,801 Norl Ad Valorem $5241 .(),.a._ $5,3251f. t https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434521180000190 1/1 Prepared By Dominique Barlar Sugar Title and Escrow,Inc. 2054 Vista Parkway, Suite 400 West Palm Beach, FL 33411 File No.: 19106 i Property Appraiser's Parcel I.D. (folio) Number(s): 08-43-45-21-18-000-0190 AFFIDAVIT REGARDING 409 E A LLC, Florida Limited Liability Company A limited liability company formed under The laws of Florida 1. Affiant Sony Brutus is the manager and Affiant Marie Brutus is the Managing Member of 409 E A LLC, Florida Limited Liability Company ("Borrower'}, a limited liability company which was formed under the laws of Florida and which is in good standing. 2. Borrower has entered into a contract to obtain a mortgage from Francesco Dimeo and Lilia Margarita Dimeo ("Lender's the real property described as follows: LOT 19, LESS THE WEST 14 FEET THEREOF, AND LOT 20, LESS THE WEST 14 FEET THEREOF, ARDEN PARK ADDITION TO BOYNTON, FLA, AND ALSO THE SOUTH HALF OF AN UNNUMBERED TRACT OF LAND MEASURING 10 FEET FROM NORTH TO SOUTH AND 123 FEET FROM EAST TO WEST, AD3ACENT TO AND LYING BETWEEN THE EAST 123 FEET OF LOTS 20 AND 21, ARDEN PARK ADDITION TO BOYNTON, FLA, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 2, PAGE(S)96,OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. 3. Affiants, as manager and managing member of Borrower, are duly authorized to execute and deliver any and all documents necessary to mortgage the'Property to Lender including, but not limited to loan documents, deeds, affidavits, certificates, closing statements, indemnification agreements, guarantees, escrow agreements and any and all other instruments and documents. 4. All necessary and proper actions required to be taken by Borrower regarding the mortgaging of the Property and execution of the closing documents and the mortgage and note have been completed. 5. Borrower has not been a debtor in a bankruptcy proceeding during its existence. 6. This Affidavit is given as an inducement for WFG Title Insurance Company to issue a policy of title insurance on the above described property. 409 E A LLC, Florida Limited Liability Company s Sony Bre_. f,� s, Manage arie�Brutus, Managing Member State of Florida County of Palm Beach Sworn and subscribed before me this 11th day of July, 2019 by Sony Brutus, manager and Marie Brutus as Managing Member of 409 E A LLC, Florida Limited Liability Company, who is personally known to me or who presented as identification. Prepared by&Return to: SUZIE COTE 150 HIDDEN COVE DRIVE MELBOURNE BEACH, FL 32951 THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS$100,000.00 TOGETHER WITH ACCRUED INTEREST, IF ANY,AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE. MORTGAGE DEED THIS MORTGAGE DEED, executed on NOVEMBER 1,2015, by 409 E A LLC,A FLORIDA LIMITED LIABILITY COMPANY Whose address is: 2523 BESSIE STREET, DELRAY BEACH, FL 33444 Hereinafter called the"Mortgagor",to SUZIE COTE Whose address is: 150 HIDDEN COVE DRIVE, MELBOURNE BEACH, FL 32951 Hereinafter called the"Mortgagee" (Wherever used herein the terms"Mortgagor"and "Mortgagee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations;and the term"Note" includes all the notes herein described if more than one.) WITNESSETH,that for good and valuable considerations and also in consideration of the aggregate sum " named in the promissory note of even date herewith, hereinafter described,the Mortgagor hereby grants, bargains,sells,aliens, remises,conveys and confirms unto the Mortgagee all that certain land of which the Mortgagor is now seized and in possession situate in PALM BEACH COUNTY, Florida,wit: Lot 19, LESS the West 14 feet thereof,and Lot 20, LESS the West 14 feet thereof,Arden Park Addition to Boynton, Fla,and also the South half of an unnumbered tract of land measuring 10 feet from North to South and 123 feet from East to West,adjacent to and lying between the East 123 feet of Lots 20 and 21, Arden Park Addition to Boynton, Fla,according to the Plat thereof as recorded in Plat Book 2, page(s)95, of the Public Records of Palm Beach County, Florida. A/K/A :409 N RAILROAD AVENUE, BOYNTON BEACH, FL 33435 PROPERTY CONTROL NUMBER :08-43-45-21-18-000-0190 TO HAVE AND TO HOLD,the same,together with the tenements, hereditaments and appurtenances thereto belonging and the rents, issue and profits thereof, unto the Mortgagee, in fee simple. AND THE MORTGAGOR covenants with the Mortgagee that the Mortgagor is indefeasibly seized of said land in fee simple;that the Mortgagor has good right end lawful authority to convey said land as aforesaid; TKINS PAVING Licensed&Insured CCO01652W Asphalt, Concrete&Seal Coating 2020 West McNah Rd Suite 118■Fort Lauderdale,Florida 33309 Phone:(954)788-1227 ■ Fax:(954)533-1213 Email:atkinspaving4u2c@bellsouth.net Date: 02/04/21 Submitted To: Boynton Auto Repair&Transmission Attention: Sony Brutus 409 N.Railroad Avenue Boynton Beach,Florida 33435 Phone: 954-918-8855 Email:bsony56@yahoo.com DESCRIPTION OF JOB: ASPHALT PARKING LOT&DRAINAGE We 3&w4 Su&n&Specifications and Estimates to: 1. Install new asphalt parking lot 2. Subgrade 12"install 8"lime rockbase 3. Tack coat rockbase 4. Install 11/2"Type SIII hot mix asphalt Estimated 9,980 s.f............................................................. $47,405 5. Install (2) Types C drain boxes 120 L.F. Of corrugated pipe with 3/4 drain rock ............................. $18,000 6. Install (11) new car stops, (1) stop sign&pole (1) Handicap sign&pole, (3) arrows, Do Not Enter Sign&pole, (1) Stop bar white &striping parking lot... $ 2,105 7. Permit Cost Paid by Owner TOTAL $67,510 We Jxapme,to furnish labor and materials complete in accordance with the above specifications, for the sum of: SIXTY SEVEN THOUSAND FIVE HUNDRED TEN DOLLARS($67,510.00) PAYMENT TERMS: Deposit Required$20,253.00 Draw#2$33,755.00 Final Draw#3$13,502.00 Permit fees,Inspection fees,Impact fees,Engineering layouts,As-builts,Surveyors,Density Testing,M.O.T.and Unmarked Underground Damages,Not Included in this Proposal,Additional Cost and/or Fees to be Paid by Owner. Tenant or Residential Notice must be provided by Owner or management;All vehicles are to be removed from work area,we are not responsible for damage to persons or vehicles trespassing in designed work areas.When paving,we will make every reasonable attempt to accommodate proper drainage, however, we cannot guarantee 100% of all standing water will be eliminated. Contractor not responsible for pre-existing water problems, drainage is not guaranteed. Punch list items must be submitted in writing,90%of the contract and change orders must be paid prior to completing punch list items or additional work required by cities or municipalities. All material is guaranteed to be as specified. All work is to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed by written change order, and/or verbal will become an additional charge over and above the proposal/agreement. All agreements contingent upon delays,strikes or accidents beyond our control. 4 Ywpamd-The above prices,specifications and conditions are satisfactory and are respectfully accepted. Authorized Signature: Date: Note:Prices in this proposal are good for 30 days,payment will be made as outlined above.Terms are:all final invoices are due upon completion payable in 10 days. Purchaser agrees to pay late fee of$55.00 and interest at 1.5% on unpaid balance over 10 days and cost including collections and reasonable attorney's fees and court fees. 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 13.A. SUBJECT: Grant Closeout for Habitat for Humanity of South Palm Beach County's FY 2018-2019 (Winter) Nonprofit Organization Grant Program (NOGP) SUMMARY: On March 31, 2021, the CRA received the fourth and final quarterly report from Habitat for Humanity of South Palm Beach County (HFHSPBC) in accordance with their FY 2018-2019 (Winter) Nonprofit Organization Grant Program (NOGP) grant agreement, as amended (see Attachments I-IV). The CRA provided $75,000 in grant funding for the HFHSPBC's Increasing the Quality of Life Program, a program which creates and maintains affordable housing within the CRA area (see below for details). The report includes a letter requesting final reimbursement for the remaining $18,750 for the completion of all required activities and submission of supportive documentation (see Attachment V). The CRA staff has reviewed the documents and will be processing the final disbursement by mid-April. The Increasing the Quality of Life Program has made a positive impact on the CRA area as can be seen through the excerpts of the report in Attachment V, which includes highlights of the completed new and renovated homes, how CRA funds were leveraged, and the clients served. This grant closeout also completes all activities related to the former Nonprofit Organization Grant Program (NOGP), which has been replaced by the CRA's Affordable and Workforce Housing Rehabilitation Grant Program and the New Construction Affordable & Workforce Housing Forgivable Loan Program. BACKGROUND: 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. FISCAL IMPACT: FY2018-2019 Budget, Project Fund, line item 02-58500-470, $75,000 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required at this time from the CRA Board. ATTACHMENTS: Description D Attachment I - HFHSPBC FY 2018-2019 (Winter) NOGP Executed Grant Agreement D Attachment II - Executed FirstAmendment to the HFHSPBC FY 2018-2019 (Winter) NOGP Grant Agreement D Attachment III - Executed Second Amendment to the HFHSPBC FY 2018-2019 (Winter) NOGP Grant Agreement D Attachment IV - Executed Third Amendment to the HFHSPBC FY 2018-2019 (Winter) NOGP Grant Agreement D Attachment V - Excerpts from March 31, 2021 HFHSPBC 4th Quarter and Final Report 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 FIRST AMENDMENT TO_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 COUNT 'l This First Amendment to 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) ("First Amendment") is made and entered into this 10 day of March 2020, by and between HABITAT FOR HUMANITY INTERNATIONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY ("HFHSPBC"), a Florida Not-For-Profit Corporation, whose business address is 181 SE 5h Avenue,Delray Beach,Florida 33483, and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "CRA") (collectively the "Parties"), a public agency created pursuant to Chapter 163,Part III of the Florida Statutes,whose business address is 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter collectively the "Parties"). RECITALS WHEREAS, on March 14, 2019, the CRA and HFHSPBC entered into that certain 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) ("Agreement"),relating to funding for the construction and maintenance of affordable housing units; and WHEREAS, the Parties desire to amend certain terms and conditions of the Agreement, as more particularly described below; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein,the sufficiency of which both Parties acknowledge,the Parties agree as follows: 1. The above listed recitals are hereby incorporated as if fully set forth herein. 2. Unless otherwise expressly defined,all terms used herein shall have the same meanings given to such terms in the Agreement. 3. Section 4.C.2. of the Agreement is hereby amended to allow HFHSPBC up until September 30, 2020 to complete the implementation of the Outputs and Outcomes as identified in Exhibit"A,"and up and until October 15, 2020,to provide the CRA with a Certificates of Occupancy for each new unit. 4. Section 4.D. of the Agreement is hereby amended to provide that HFHSPBC's fourth quarterly report and fourth request for reimbursement is due to the CRA no later than October 15, 2020. 5. Except as expressly set forth in this First Amendment, the Agreement is unmodified and remains in full force and effect,and is hereby ratified and confirmed by the Parties. 01255143-3 This First Amendment may be executed in a number of counterparts, one and all of which shall constitute the agreement of the Parties, and each of which shall be deemed an original. To the extent of any conflict between the Agreement and this First Amendment,this First Amendment shall control. WITNESSES HABITAT FOR HUMANITY INTERNATONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY By-z Print Name: '�2�CAAQA Q.N-Z-Q-q Print Namo- .� Date: Print Name: WITNESSES BOYNTON BEACH COMMUNITY REDEVELOP ENT AGENCY D ..VLOP ENT By: Ptm' ',.N am e: 5)- t4tQtC- N/LN—L/L&-+,J Print Name: ✓ Title: t Date: 207-0 Print Name: 01255143-3 Page 2 of 2 SECOND AMENDMENT TO 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 COUNTYI This Second Amendment to 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) ("Second Amendment")is made and entered into this lffday of September 2020,by and between HABITAT FOR HUMANITY INTERNATIONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY ("HFHSPBC"), a Florida Not-For-Profit Corporation, whose business address is 181 SE St"Avenue, Delray Beach,Florida 33483, and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ( "CRA"), a public agency created pursuant to Chapter 163, Part III of the Florida Statutes,whose business address is 100 E. Ocean Avenue,Boynton Beach,Florida 33435 (hereinafter collectively the "Parties'). RECITALS WHEREAS, on March 14, 2019, the CRA and HFHSPBC entered into that certain 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) (the "Agreement"), relating to funding for the construction and maintenance of affordable housing units; and WHEREAS, on March 10, 2020, the Parties entered into a First Amended Agreement to 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); and WHEREAS, the Parties desire to amend certain terms and conditions of the Agreement, as more particularly described below; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein,the sufficiency of which both Parties acknowledge,the Parties agree as follows: 1. The above listed recitals are hereby incorporated as if fully set forth herein. 2. Unless otherwise expressly defined,all terms used herein shall have the same meanings given to such terms in the Agreement. 3. Section 4.C.2. of the Agreement is hereby amended to allow HFHSPBC up until January 31, 2021 to complete the implementation of the Outputs and Outcomes as identified in Exhibit"A,"and up and until February 15,2021,to provide the CRA with a Certificate of Occupancy for each new unit. 4. Section 4.D. of the Agreement is hereby amended to provide that HFHSPBC's fourth quarterly report and fourth request for reimbursement is due to the CRA no later than February 15,2021. 01366002-2 5. Except as expressly set forth s Second Amendment,the Agreement is unniodified and remains in full force and effect, is hereby rafified and confirmed by the Parties. This Second Amendment may be executed in a number of counterparts,one and all o which shall constitute the agreement of the Parties,and each of which si be deemed an original. To the emwnt of any conflict betweene Agreement forte First Amendment,this Second Amendment shall control. WITNESSES HABITAT FOR HUMANITY' INTERNATONAL d/b/a HABITAT HUMANITY OF SOUTH PALM BEACH COUNTY AP Prim NarnelAan/ Printi'Name: �tu , ` _ wK. Title: - j'�- `� 6 a f Print Name:, i"`� rv, .._ __. ,v WITNESSES BOYNTON BEACHCOMMUNITY REDEVELOPMENT AGENCY t N arne:2Lci-"-K�ZPrint Name: Title: .�- ..,..., Date: Print Name: _° -: Page 2&2 THIRD AMENDMENT TO 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 COUNTYI This Third Amendment to 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) ("Third Amendment") is made and entered into this 4day of February 2021, by and between HABITAT FOR HUMANITY INTERNATIONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY ("HFHSPBC"), a Florida Not-For-Profit Corporation, whose business address is 181 SE 5th Avenue, Delray Beach, Florida 33483, and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ( "CRA"), a public agency created pursuant to Chapter 163, Part III of the Florida Statutes, whose business address is 100 E. Ocean Avenue, Boynton Beach, Florida 33435 (hereinafter collectively the "Parties"). RECITALS WHEREAS, on March 14, 2019, the CRA and HFHSPBC entered into that certain 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) (the "Agreement"), relating to funding for the construction and maintenance of affordable housing units; and WHEREAS,on March 10,2020,the Parties entered into a First Amendment to 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) (the "First Amendment"); and WHEREAS, on September 11, 2020, the Parties entered into a Second Amendment to 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) (the "Second Amendment'); and WHEREAS, the term "Agreement' in this Third Amendment shall mean the Agreement as modified by the First Amendment and Second Amendment; and WHEREAS, the address of the CRA has changed to 100 E. Ocean Boulevard, Boynton Beach, Florida 33435; and WHEREAS, the Parties desire to amend certain deadlines in the Agreement, as more particularly described below; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties acknowledge, the Parties agree as follows: 1. The above listed recitals are hereby incorporated as if fully set forth herein. 2. Unless otherwise expressly defined,all terms used herein shall have the same meanings given to such terms in the Agreement. 01438918-1 3. Section 4.C.2. of the Agreement is hereby amended to allow HFHSPBC until February 28,2021 to complete the implementation of the Outputs and Outcomes as identified in Exhibit "A," and up and until March 15, 2021, to provide the CRA with a Certificate of Occupancy for each new unit. 4. Section 4.D. of the Agreement is hereby amended to provide that HFHSPBC's fourth quarterly report and fourth request for reimbursement is due to the CRA no later than March 31, 2021. 5. All references in the Agreement(including all attachments thereto) to "710 N. Federal Highway" shall be replaced with"100 E. Ocean Avenue." 6. Except as expressly set forth in this Third Amendment, the Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the Parties. This Third Amendment may be executed in a number of counterparts, one and all of which shall constitute the agreement of the Parties, and each of which shall be deemed an original. To the extent of any conflict between the Agreement, the First Amendment, and/or the Second Amendment,this Third Amendment shall control. WITNESSES HABITAT FOR HUMANITY INTERNATONAL d/b/a HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY �r By: ell /1,Print i a .. .,,, ? PriutName: 15 Title: ( 25 Date: Print Name: .r ; 01438918-1 Page 2 of 3 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: mm y a t ` — Print Name: Ate_ — Title: i,° Date: ' PrintName: 01438918-1 Page 3 of 3 Habitat for Humanity' South F`�wilm Beach CO LUlt")m March S1,2021 Ms.ThuyShutt Assistant Director ��V�� h Boynton Beach CRA — � ~ � «� �/^r" 1OOE.Ocean Avenue Boynton Beach, FL 33435 OeorThuy: Attached please find documentation to support Habitat for Humanity of South Palm Beach County's activities in the Boynton Beach CRA District for the 4th Quarter reporting period (Jan 1, 2020—March 31, 2020). During the 4th quarter of this grant cycle we had many key areas of activity: Construction on the Villas at127/129NE12 t»continued,the construction also continued onthe new home at11ONVV6 m Avenue,there were several homeowner workshops conducted and neighborhood revitalization projects were completed. 1. During Q4construction continued a1137/129NE12th (the Vi||as). Exterior lath and wall stucco was completed as well as mechanical&plumbing rough and drywall of interior walls and insulation. Interior finishing began with the installation of doors, baseboards, closets and other interior woodwork. (Photos attached). Attached are expenditures for the cycle. 3. The property at11ONVVR,��Axenuesaxx1heinsta||atipnofthenooftrussenandthecomp|etion ofthe entire roofing system. Exterior doors were installed along with all windows. (Photos attached) Attached are expenditures for the cycle. 3. Additionally, Neighborhood Revitalization projects intheCRAdiutrictinc|udedtheapprova| to install an irrigation system (sprinklers) and sod for Mr. Henry Thompson at 306 NE 13 th Ave. The roof replacement and new fence were installed and A Brush With Kindness was completed— these cleared the code enforcement violations that Mr.Thompson had. The Community Caring Center referred Habitat toMr. K4cCray (416NVV9th Ave)who will behaving impact windows and doors installed as well asABrush with Kindness. A Brush With Kindess was completed for Marcelin Augustin 1110 NW 8 th Ave).The roof was also completed on Mrs.Sharon Darrisaw's home at 509 NW11~`» and A Brush With Kindness.A Brush with Kindness was also completed for LawandaJackson (12OOcean Breeze Cinc|e). (Photos attachad). Attached are expenditures that were invoiced and paid for during the cycle. 4. Education-during this reporting period we conducted 5 homeowner workshops: 1/8/20— Homeowner Information Session and Escrow Analysis, conducted by Reg Hoskins, CFO, Habitat Visit Our Restores At: 1900 North Federal Highway, [)c{ruy Beach, Florida 33483 - 561-455-4441 272 South I3i�i� ��i��n�� o�mIlu��n, �}ocl�o��4�2 ° ��l �� 72�4 ��@� for Humanity—18 attendees; 1/16/20—Financial Planning,Jonathan Clark from PNC—14 attendees; 2/6/20—How to Write Thank You Notes,conducted by Marta Knowles from Habitat, 14 attendees; 2/13/20—Financial Planning Part 2,Jonathan Clark from PNC—14 attendees; and 2/20/20—Computer Training,Jordan Green-Katz, 14 attendees. (See attached sign-in sheets) 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 350 volunteers that completed over 1300 volunteer hours in the Heart of Boynton from January 1, 2020— March 31,2020. For the fourth quarter of this grant we are submitting hard costs of$67,256.95 ($31,397.97 for the Villas, $12,879.49 for 110 NW 6th Ave and$10,100.00 for Neighborhood Revitalization projects)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. V Pamela Bonina Director—Grants&Administration NilBoynton Eie,,_,irll t 3. January 1, 2020 — March 31, 2020 Construction in progress for 3 new homes 127 & 129 NE 12th (Villas) 110 NW 6th Ave 127/129 NE 1211— Construction Continued — February 2020 f C IE Vvj 12 MAR 31 BoyMon NO CRA ». y 110 NW 6t" Avenue—Trusses being set 5 S a, s f� a t r ;3 � z 110 NW 6th Avenue — Construction in progress— February 2020 rtr tt rrS{rr�S}Rrir£F - AA�A��r I Ia_ v� fi r _ -— �r 1tA '.r t rr si rtpGiti�s r'(i'2 r — r r. i - rr r8��4' January 1, 2020 — March 31, 2020 NEIGHBORHOOD REVITALIZATION PHOTOS CRITICAL REPAIR— Mr. Thompson — 306 NW 13th Avenue— New Roof and Fence BEFORE NEW ROOF 1 ; ' t � ; k AFTER NEW ROOF - ` _ 1 Y t4. b C } (a ,;. NO 4-6 i r ilY YI � THOMPSON HOME BEFORE NEW FENCE a rriis, it t: F , t THOMPSON HOME AFTER NEW FENCE � 1 l S � t I a i r A BRUSH WITH KINDNESS— Mr. Elmore McCray - 416 N.W. 9T" Avenue McCRAY FRONT OF HOME BEFORE — �� u McCRAY FRONT OF HOME AFTER i1 s ! s sE i C McCRAY HOME— SIDE BEFORE fi is f r a; McCRAY HOME— SIDE AFTER f ��,�k � � s »�r.�t�s�,��s��u,� `r"'•S r i�1 r ti�Rtij��{ti�« tf��"S { P, t' r< xa,1 A BRUSH WITH KINDNESS— Marcelin Augustin — 110 NW 8th Ave AUGUSTIN FRONT BEFORE ABWK r t r( i 1 i Ila tt�y AUGUSTIN_ BACK BEFORE ABWK y mmmm; 11 � t a� ' „k AUGUSTIN AFTER ABWK , it yp� w t 1 - r Roof& A BRUSH WITH KINDNESS—Sharon Darrisaw— 509 NW 111h Ave DARRISAW BEFORE ROOF &ABWK �� i est lifyl�£ {ti4 f;�A�1 �y4 \ ti{iil tii�t1 11 t1 ii z � � �_ti y 1ji1� 1 i1 ( tt t 1' 11 41e�t((i�i�i 71 iii t ! r R i _ � t ..;, h 1�✓34tjilt�})( f� 3 s t\ s y t, � t n> . i i 4�� t�II}� FI 5 n F DARRISAW AFTER ROOF &ABWK c t � t srt ? 5 77, 57T, WW � tl �s�'! ' ' A- SA �+ 1 A BRUSH WITH KINDNESS— Lawanda Jackson — 120 Ocean Breeze Cir JACKSON BEFORE ABWK I d �S t' t tStts N+t s t �t r4S;�thf£l�ttf}tfft{tk.1t11{1,Fn ffhfi( (S'Itr�t `,,,,,,iti, t i n. y tt1 �rs4 t =— k��y t�;it — lil{>!{tsr7it} s �� ts; 11 r tits tst sl ty 11,Ss't 5l sti jjt� '7 V t t,A I): fttlsl t rs ityyr£{r Si tti9�tll t si s�fi{1>.{itt�fytr( �sr t t "ft �4 ttI t+ � sy s sti,, St41(u nt)ty1{s ]! #s J},�yw'�,1 �{�}}14 t6�t,��,� �+sys��tdy 1)' su 1 F��`t trtt �111r r�t ,.?• t rtit�t,,�`s s°s r ,,,�tfi, ;v, ,' �.,� .� gt" ,z1 S,.�tU� r� :i_f.. st12.�,J, .,Z.' "$�` - i}�\f�--4 �i.=` -'l t t ts, ;;,. �{4.i{�gs�y dyr`" •tV'..1.�e,t �tsd,'��' S �t,ar � e�) rra, 11� ,t'4S'y JACKSON AFTER ABWK I r — ( e; Workshop Sign — In Sheets Habitat for Humanity* of South Palm Beach County PNC Financial Planning Workshop Date: 1/16/2020 Time: 5:30— 7:00 PM Instructor: Jonathan D Clark .............. ....... ............... Name Supervisor Initial ............ ...................... .......... ....... ............. ............. ---------------------------------L 61Q?. W4 .................. M .-Iz L ................. ............. .......... ..... ....... ____-- ................ ................................. " j � Habftat for Humanity" of South Palm Beach County PNC Financial Planning Workshop Part 2 Date: 2/13/2020 Time: 5:30 — 7:00 PM Instructor: Jonathan D Clark Name Supervisor Initial ron� . X --A . . .,. . -A) ............. —----- , _w ....m.... ....,..... . _... Habitat,fir>!�y -40 for Humanity of South Palm Beach County Computer Training Date: 2/20/2020 Time: 5:30 — 7:00 PM Instructor: Jordan Green-Katz - -_ _ ...... . �.. Name Supervisor Initial __ _____ 11 . __._... ., AA F , d � �...�...... �.�. �.' ,.. �� ............_ .._. ..... ......... _�_.....�.��_��.. , .... .. . �..�_ _._.... O v � , tet u� e , " .. V11-al))"Utt � S _, _ . ..........a.. _ ._.. _.M.M... _.M.M. �.M n� Habitat 1% for Humanity' March 31, 2021 Ms.Thuy Shutt Assistant Director Boynton Beach CRA Boynton Beach, FL 33435 Dear Thuy: Final Report for the Increasing the Quality of Life project by Habitat for Humanity of South Palm Beach County for the Nonprofit Organization Grant Program from March 14,2019—March 31,2020 Through the generosity of the Boynton Beach CRA NOGP grant Habitat for Humanity of South Palm Beach County(HFHSPBC) has been able to extend the reach of our mission in the Heart of Boynton Beach. The scope of work and key activities focused on the following areas: 1. New construction—build 3 new homes in the Heart of Boynton located at 127& 129 NE 12th Avenue(Villas) and 110 NW 6th Avenue. During the grant cycle we successfully completed the building of the Villas at 127 and 129 NE 12th Avenue and 110 NW 6th Avenue. (Certificate of Occupancy attached). Photos from the Home Dedication ceremony at 110 NW 6th are also attached. We have not yet held the dedication for the Villas—the future homeowners are finalizing their sweat equity requirements and hope to move into their new homes soon. 2. Home Repair projects that continue to lift the whole neighborhood and expand our mission to benefit neighborhoods as a whole were completed as well. During the NOGP cycle we completed 20 Neighborhood Revitalization projects to include A Brush With Kindness, Critical Repairs such as new roofs, impact windows and doors, repair of a car port, irrigation and sod installation to name a few. Many of our projects allow seniors to stay in their homes as they age (photos attached). Code enforcement violations are also removed. a. A Brush With Kindness Projects were completed at the following addresses within the CRA District-- 104 NW 8th Ave, 107 Ocean Breeze, 113 Ocean Breeze, 105 Ocean Breeze, 103 NW 6th Ave, 102 Ocean Breeze, 125 Ocean Breeze, 126 Ocean Breeze, 101 Ocean Breeze, 110 NW 8th Ave, 120 Ocean Breeze Circle,240 NE 12th Ave,and 120 NE ith Avenue. b. Critical Repairs were completed at the following addresses in the CRA District: 418 NW 8th Ave,507 NW 9th Ave, 306 NE 13th Ave,416 NW 9th Ave,509 NW 11th,Ave. .. and 308 NW 12th Avenue. Visit Our restores At: ] 00 North Federal Highway, Delray Beach, Florida 33433 - 361-435-4441 EQUAL HOUSING 272 South Dixie Highway, Baca Raton, Florida 33432 * 36.E-362-7234 LENDER 3. Education—Habitat knows that for homeowners to be successful they must grow in their understanding of finance and home repairs. They need to protect the asset that has the ability to increase their family sustainability for generations to come. a. As part of this grant we partnered with Home Depot and Lowe's on home maintenance workshops to teach residents about interior and exterior maintenance. These workshops are open to all HFHSPBC current homeowners as well as future homeowners, repair project families and local residents. b. Additionally,we partnered with local banks, insurance agencies and other resources to include the Boynton Beach Police Department to provide financial literacy education, insurance information and other vital concepts. c. During the grant cycle we conducted 17 various workshops with community partners on topics such as nutrition, life and health insurance, taxes and home- owners insurance, personal goal setting and budgeting, home fire safety and prevention, hurricane preparedness, home energy savings, bank fraud prevention, financial planning and computer training. 4. In addition to the activities listed above volunteerism is the cornerstone of Habitat's mission. During this grant cycle we were pleased to have partnered with faith-based organizations,corporations, University groups and individual volunteers who provided well over 900 volunteers totaling more than 4000 volunteer hours in the Heart of Boynton. 5. An updated client list is attached for final reporting during this grant cycle. 6. While not a part of this NOGP grant, HFHSPBC is pleased to report additional impact in the Boynton Beach CRA district to include the building of 5 homes on the Model Block. 112, 116, 120, 148 and 152 NW 11th Avenue. Three of the homes are fully completed and the final two are waiting for the installation of cabinets and appliances,final inspection and issuance of the Certificates of Occupancy. 7, Also attached please find the audited financial report for all Neighborhood Revitalization expenses and all costs associated with new construction for the Villas at 127&129 NE 12th and for the home at 110 NW 6th Avenue during the grant cycle. Habitat is so appreciative of our continued partnership. If there are any outstanding questions or items, please feel free to contact me directly. Sincerely, s { 1 Pamela Bonina Director—Grants &Administration New Homes Completed 127 & 129 NE 12th (Villas) 110 NW 6th Ave 127 & 129 NE 12th — The Villas — completed i r , � � a q, 110 NW 61h Avenue — Completed a R � ' A 1 The Keys Family at their Home Dedication - } t r - Baa .t i If'� + I 4 Y I' �VBt r r � Certificate of Occupancy 127/129 NE 12th (Villas) 110 NW 6th Ave CITY OF BOYNTON BEACH P 0 BOX 310 BOYNTON BEACH FL 33425 C E R T I F I C A T E O F O C C U P A N C Y Issue Date . . . . . . . 2/11/21 Parcel Number . . . . . . 08-43-45-21-07-002-1010 Property Address . . . . 110 NW 6TH AVE BOYNTON BEACH FL 33435 Subdivision Name . . . . BOYNTON HILLS IN Legal Description . . . . BOYNTON HILLS LT 101 BLK B Property Zoning . . . . . SINGLE FAMILY (5 . 80) Owner . . . . . . . . . . BOYNTON BEACH CRA 710 N FEDERAL HWY BOYNTON BEACH FL 33435 Contractor . . . . . . . HABITAT FOR HUMANITY OF S PBC Application Number. . . . 19-00002469 000 000 Description of Work . . . SINGLE FAMILY Construction Type . . . . NOT APPLICABLE Occupancy Type RESIDENTIAL Flood Zone . . . . . X FLOOD ZONE/ 0 .2% CHANCE EDITION OF CODE: 2017 SPECIAL CONDITIONS . For buildings and structures in flood hazard areas, documentation of the as-built lowest floor elevation has been provided and is retained in the records of the Building Division. Building Official John Kuntzman Approved . . CLi _'� B ding Official VOID UNLESS SIGNED BY BUILDING OFFICIAL The described portion of the structure has been inspected for compliance with the requirements of the code for the occupancy and division of occupancy and the use for which the proposed occupancy is classified. CITY OF BOYNTON BEACH P 0 BOX 310 BOYNTON BEACH FL 33425 C E R T I F I C A T E O F O C C U P A N C Y Issue Date . . . . . . . 9/01/20 Parcel Number . . . . . . 08-43-45-21-20-004-0190 Property Address . . . . 127 NE 12TH AVE BOYNTON BEACH FL 33435 Subdivision Name Legal Description . . . . HAPPY HOME HEIGHTS LT 19 BLK 4 Property Zoning DUPLEX (9 . 68) Owner . . . . . . . . . . HFHSPBC CLT INC Contractor . . . . . . . HABITAT FOR HUMANITY OF S PBC Application Number. . . . 18-00004694 000 000 Description of Work . . . DUPLEX Construction Type . . . . NOT APPLICABLE Occupancy Type . . . . . RESIDENTIAL Flood Zone . . . . . . . X FLOOD ZONE/ 0 .2% CHANCE EDITION OF CODE: 2017 SPECIAL CONDITIONS . . . For buildings and structures in flood hazard areas, documentation of the as-built lowest floor elevation has been provided and is retained in the records of the Building Division. Approved . . . . . . . 40" ,, 7 Building Official VOID UNLESS SIGNED BY BUILDING OFFICIAL The described portion of the structure has been inspected for compliance with the requirements of the code for the occupancy and division of occupancy and the use for which the proposed occupancy is classified. A � HOME SWEET HOME Congratulations to Gretta Ceasarl. Because of your support, Gretta achieved her dream of homeownership. At the age of 14, Greta Ceasar moved from Alabama to Delray Beach when her parents divorced. Greta and her six siblings lived with her uncle, while her mother worked tirelessly to provide for her family. Greta often took on the responsibility of helping her mother clean homes after school to contribute financially. Eventually, they saved enough money to purchase a home. F� Upon graduating from New England Tech with an Associate's Degree in Science, Greta fell in love. Despite her family's disapproval, she got married and followed her husband to Florence, Alabama. After facing years of domestic abuse, she found the courage to leave him and return home to her support system. A few months later, Greta found out she was pregnant. After a difficult labor, her son Marcus was born with several congenital disorders. The doctors believed Marcus wouldn't live long, but with the � 1 continuous help of occupational and speech therapy, he was able to work through his disabilities. In April of 2015, Greta was �«s' diagnosed with stage three Hodgkin's Lymphoma. After eight months of extensive treatment, the doctors found more cancer. `��i�',4'`• Greta was ready to give up when she was finally deemed cancer free. She chose to see this as God giving her another chance. Greta had a new outlook on life and decided to volunteer at a local voting poll. Another volunteer encouraged her to apply for a Habitat home; however Greta doubted she would ever be accepted into the program. Reluctantly, she filled out an application, and to her b surprise she was invited to the future homeowner orientation. ` Greta has worked for Palm Tran for nearly six years while saving for a home and providing for her son. Through this venture, Greta has built a loving community of Habitat homeowners that continue to encourage her along the way. She uses her own experiences to encourage others and she is proud of her journey. After three years, ; Greta is thrilled to finally move out of her mother's house and give { her son a place to call home. On July 14, she welcomed a new ��, � k } . grandson, Malik, into their family. What a perfect time to celebrate a new addition to Greta's family! } s r ff $ a* 9 HOME SWEET HOME Congratulations to Reginald Moss'. Because of your support, Reginald y achieved his dream of homeownership. Reginald Moss is a native of Delray Beach, Florida. Reginald's h parents separated when he was eight years old and he lived most of his childhood with his paternal grandmother. After graduating from Atlantic Community High School, Reginald moved in with " his maternal grandparents where his two chronically ill aunts were also living. Reginald took on the responsibility of assisting to care for them until they passed away. He learned early in life that caring for family is a labor of love. Having a strained income and the added weight of a failing relationship,Reginald could not pursue his dreams of purchasing his own home as a young adult.' ' Reginald was forced to continue to reside in his grandparents' u " 4I ? home while taking on the responsibility of fatherhood. 4 rtf� Reginald is now a proud father of 5 children: Reginald Jr., Shanikque, Breanna, Ryan and the youngest Reagan, whom currently lives with him now. Reginald's passion for helping people is not only evident in the way he serves his family,but also members of his community. For the past 18 years,Reginald has worked in Nutritional Services at Delray Medical Center. It (; f was there that Reginald befriended a Habitat homeowner who introduced him to the program and explained how Habitat for Humanity works with aspiring first time homeowners while guiding them to a more financially stable life. Ready and eager to stand on his own again,Reginald applied for the program and was denied due to credit issues. For the next year, Reginald dedicated himself to budgeting and working hard to improve his finances, while being a dedicated father to all of his children. When the next application cycle opened he reapplied and was accepted! R, Reginald is committed to paying off his mortgage and owning a home to pass on to his children. He is excited about mowing his e own lawn and taking on future home repairs. Reginald is proud to set an example to family and friends that regardless of the curve balls life throws at you,you can reach your goals. Hard . work, dedication, determination and faith will lead you to , amazing opportunities. Reginald Moss is truly-a well deserving ' Habitat homeowner. 3g 83 Sy2g :x = t YY Y t Y =_ i i E > > a m a m a a m m € m .�. mmz.i. .am. z� > D O C D O O p -p p p p p -p ._ _ 0 0._—Q a a 0 o i 0 0 -O C D •_ - G C O O m d' 9 C z $ E Z E o E E Ea•'" 0 2 ��'-aaa E daa aa•-'oaa 2 0 a <z LL a o w z r x z x x$r x z f z z z a V z z o z z z z o:x" z x 3 z z z 3 z z m a ti 9 N = N Y � M E O L s A u � r � L a w o u m N x C N R C rl >L mo Y o � g 8 =o g °u E E E s a °u E u o S i o ul m E c a o 2 u _ a 61 o � 'maaa a a 3 a a a a a a aaa¢aa aggE E �'. Ezzz z z z z z z z z zzzzzz z z 4 4Y 1 LLOQmrv, gf�1m� '�� b" �ry normo m mm umi_ n C�� naa n o n a vi m m N N N m m n ry m b m .ti QNQ �mp t+Ni rmn m N n O ui Ot m m 9 m N m Ul ut h o? m O N M d m m m m h v! T ul ut h N N N N N N n p� N N N 2 h in N N N pl z y�j N N N Z Z Vl h vl N 2 Z Ym1 ill YI il1 LL LL LL m v uy m m [y m m m !D UUy W LL LL LL LL LLL Al m m C m m t L L L LL o a m m m m m m L E E oT 181 0 o m $ c $ m m c a c m° °o° m°mo r ID N 1�� C � c c c y C c t0 tri Int {x N 00 z z z z i z z z z O D z O O O p O z z z z z z z o = \\ RICCIARDELLA CPA Habitat for Humanity of South Palm Beach County, Inc. 2018-2019 Boynton Beach CRA Nonprofit Organization Grant Program — Program Financial Statement For the period from March 14, 2019 through March 31,2020 Table of Contents IndependentAccountant's Report...................................................................................................................................... 1 2018-2019 Boynton Beach CRA Nonprofit Organization Grant Program—Project Financial Statement..........................2 \\ RICCIARDELLA CPA Independent Accountant's Report To the Board of Directors and Management Habitat for Humanity of South Palm Beach County, Inc. Delray Beach, Florida I have examined Habitat for Humanity of South Palm Beach County, Inc. (the "Organization") accompanying 2018-2019 Boynton Beach Community Redevelopment Agency Nonprofit Organization Grant Program - Project Financial Statement(the"Project Financial Statement")for the period from March 14,2019 through March 31,2020. The Organization's management is responsible for compliance with the specified requirements. My responsibility is to express an opinion on the Organization's compliance with the specified requirements based on my examination. My examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants.Those standards require that I plan and perform the examination to obtain reasonable assurance about whether the Organization complied, in all material respects, with the Agreement to Fund the Increasing the Quality of Life Program of Habitat for Humanity International (the "Agreement"). An examination involves performing procedures to obtain evidence about whether the Organization has complied with the specified requirements.The nature,timing,and extent of the procedures selected were based on my judgment, including an assessment of the risks of material noncompliance,whether due to fraud or error. I believe that the evidence I have obtained is sufficient and appropriate to provide a reasonable basis for my opinion. My examination does not constitute a legal determination on the Organization's compliance with specified requirements. In my opinion,the Organization has complied,in all material respects,with the Agreement for the Project Financial Statement for the period from March 14,2019 through March 31,2020. This report is intended solely for the information and use of the board of directors, management,and the Boynton Beach Community Redevelopment Agency,and is not intended to be and should not be used by anyone other than these specified parties. Ju 4i en,Ri,ee i ardtAJ.a,, GPA Ricciardella CPA, PLLC Palm Beach Gardens, Florida March 26,2021 Ricciardella CPA, PLLC 561.388.6959 1 jricciardella@rcpaplic.com 851 Madison Court I Palm Beach Gardens I Florida 33410 Habitat for Humanity of South Palm Beach County, Inc. 2018-2019 Boynton Beach CRA Nonprofit Organization Grant Program-Project Financial Statement For the period from March 14,2019 through March 31,2020 FY 2018-19 Submitted FY 2018-19 Projected BB Total Project Grant Project Actual BB CRA Grant Funds Costs Costs CRA Grant Funds CRA Grant Funds $ 75,000 $ 56,250 Villa Home#1&2 127-129 NE 12th Ave Bldg.Envelope $ 67,093 $ 14,512 Interior 43,466 34,000 Site&Aux.Costs 22,245 12,262 Permitting 15,177 13,133 Subtotal: 147,981 73,907 Villa Home#3 110 NW 6th Ave Bldg.Envelope 35,056 10,807 Interior 9,965 7,217 Site&Aux.Costs 13,078 9,324 Permitting 6,338 6,138 Subtotal: 64,437 33,486 Critical Repair 418 NW 8th Ave 2,300 2,300 Critical Repair 308 NW 12th Ave 895 - Critical Repair 507 NW 9th Ave 4,575 - ABWK 306 NE 13th Ave 4,510 300 Critical Repair 509 NW 11th Ave 10,900 9,800 Totals: $ 75,000 $ 235,598 $ 119,793 $ 56,250 See independent accountant's report -2- 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 13.13. SUBJECT: Marketing, Business Promotions, and Social Media Update SUMMARY: Throughout the month of March, the Business Promotions and Social Media team continued to focus on producing content and creative for a combination of print and digital marketing efforts to promote BBCRA projects and businesses located within the BBCRA area. Please see Attachment I for an overview of monthly initiatives. SOCIAL MEDIA INITIATIVES The BBCRA social media platforms were utilized to promote local business offerings and provide updates about BBCRA initiatives, including spotlights of the NOP unit conducting business visits in the BBCRA area, the agency's Annual Report for FY 2019-2020, and information about the SMOP program. Additionally, a variety of posts were shared to promote local businesses, featured businesses included: Tropical Island Restaurant, Link Custom Jewelry, Bond Street Ale and Coffee, and Sweetwater. See Attachment I I for a full listing of the Facebook posts that were published in March. PRINT MARKETING Coastal Angler Magazine — In March, a quarter-page ad was published to promote the fishing, diving, boating, dining, and Valvtect fuel that is available at the Boynton Harbor Marina. The 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 circulations per month in Palm Beach, Broward, Dade, and Monroe counties (see Attachment 111). Cost: $225 BOYNTON BEACH BUCKS The Boynton Beach Bucks reward program continued with promotions for Pio Pio and Your CBD Store. This business promotional digital marketing campaign is a reward system that encourages and incentivizes community members to visit and patronize businesses located within the BBCRA area. The intent of the program is to provide increased exposure and sales for featured businesses. Here are some key highlights about the Boynton Beach Bucks promotion for Pio Pio: • Community members and visitors were encouraged to take advantage of a buy one, get one '/z off promotion for the restaurant's $10.99 weekday lunch special. • The promotion ran February 22, 2021 — March 5, 2021. • The promotion was shared on BBCRA social media accounts, to the BBCRA email subscriber list, to all City of Boynton Beach staff, and promotional posters with the offer were provided to Pio Pio to be displayed at the restaurant. • Eleven (11) Boynton Beach Bucks Deals were redeemed, with a total of twenty-two (22) individuals taking advantage of the offer. • Pio Pio was reimbursed $60.39 for the promotion. • Individuals interested in the promotion were required to complete a short survey to receive the promo code. Analytics from the survey(Attachment IV) revealed o There were 118 respondents. 0 74%were residents of Boynton Beach and 26%were non-residents. 0 22% had previously eaten at Pio Pio prior to the promotion and 78% had not. 0 42% heard about the promotion on social media; 35% via email; 10% via poster at business; 13%from a friend or family member. 0 90% were interested in learning about future Boynton Beach Bucks promotions; 10% were not interested in future promotions. The Boynton Beach Buck promotion for Your CBD Store was launched on March 29, 2021. The special offer, which is scheduled to run until April 11, 2021, is for $10 off a purchase of $30 or more. A recap of the offer will be presented in May. Future Boynton Beach Bucks promotions will be created for the following businesses: Guaca Go, Angel's Secret, Baciami, Boulevard Paints, Hurricane Alley, Mak Lash and Beauty, Starfish Scuba, That's Amore, and Wave Max Laundry. FISCAL IMPACT: FY 2020- 2021 Budget, Project Fund, Line Item 02-58400-445, Marketing $225; Project Fund, Line Item 02-58500-480, Business Promotions & Events $60.39. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I -Marketing, Business Promotions, and Social Media Overview D Attachment II - March Facebook Posts D Attachment III - Print Marketing D Attachment IV - Pio Pio - Boynton Beach Bucks Survey Results C'3 C/) z C) wp Y � � O baLU C/) a WZ � 2 am U p OZ U) Q Q Cn 0 W W � Q J � az U - O cn LLI P a O _ uj 4 RV �0 0 R 11P UF42 ac z F 2 IIS O iZ o U � v LLI Ci uj O m 8 All o O0. Ki Yi i O 6.. 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"aw5'1 to fs almovth 1. 1710 wF,_,,eend Boni,a trip tarn 0111,2021 t,me wi47 rip 11 FY,oi,i FiCre�9 03,'?'1�2021 Get pr . eerfcry at`i 12 001'7,"521 ,0a Cr rr .Day 'W' ay iri .�'J.h the he 170 035",5:521 wt x rc s Day S3 2 WA 193 t to?N1Cl.owl Theres svi brie 03i�252,1 60rrTijN BEAC�i... ,r , � "'a' 011-5:021 N a p"k-le-Up^ru ;..i A 105 ? ,"i .res Yr" t�,a a me,, '1a"^4,2021 N.,ova B sine A!ert,r pry 1 e r 5' 1 _o h4dt.al 3ertyso,'sr=?v ,rrn2aanlr , s Spnng Break vdit w c, Fr at March 2021 Facebook Posts 244, [• r'U21 ie . ' 03 '=0*t bus ur Boynror,Barr,Policei 141 y� r, Crarart e,t tfaqnbor�ood01 Lumc, s her ,rn' .rsf'e aFa, r'Ie"3 fo". m'j,ally 0137220321 Liv*rgr Irr ua10 ,. Boy ,or:Bea,LLfir C_rtti;ea�r � 03`C2021 G "ft4' r 1,Gr,ac 7f�anrFin.,Pr :'e l`�-e Innes;Rryn Giese r; CPA 8card Meer 1 C# 0• S 2021 N pt tre ki"s nit:J 56 3Iff�t � r C-:--�io usm for .y � 1 03'r,7,71071, 1 O r kr�ti *Sc �� 06 a fn irk an rrrrn �C° 733 79 w,h r r lrrai,ua¢.rar. 38 0 C€02021 ■ C'a a -he t a"„ a1 E 5 K er,.yr. 2i C 03`D-9,2021 Lav-�Arance to rls`t,Four 3 .., Bo ion:Bea,.n Euc*,'Ys Z.I; '52 0 03'"4 2021 f a f about ":;7 "' r=�B. ton �artor e, @tllriiti �1�i� 03�0.1�2021 r sa a A" 366 C 031-1111'2021 rre Goy cr CPA � �� x Aadva p Poiart_,n m°ting CC 9atv.2021 Cly 4,our our N .and 7 Earn mrnre n,,�l!he 5rnall 27 03M:2021 FSv, _ta_= v ` Nr Mot 2021 PC,,CEN' Lr'Es7ENCE ,1222 � 0 101, 20"21 T'er is sl.11 rug a'xa'a tj ' pw n ar, �r March 2021 Print Marketing Coastal Angler Magazine - � ;R t tV r¢r rxrx rxr xr xr xr rxr xr xr xr xr xr xr xrx rxr xr xr xr rxr xr xr xr xr xr xr xrx rxr xr xr xr rxr xr xr xr xr xr xr xrx rxr xr xr xr rxr xr xr xr xr xr xr xr xr xr xr Boynton Beach Bucks - Pio Pio Q1 Are you a Boynton Beach resident? Answered: 117 Skipped: I 4 Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 74.36% 87 No 25.64% 30 TOTAL 117 1 /5 Boynton Beach Bucks - Pio Pio Q2 Have you eaten at Pio Pio before this promotion? Answered: 118 Skipped: 0 Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 22.03% 26 No 77.97% 92 TOTAL 118 2 /5 Boynton Beach Bucks - Pio Pio Q3 How did you hear about Boynton Beach Bucks and this promotion? Answered: 117 Skipped: I Social Media- ' n Email Poster/Visiting the location From Zq�l>>��V�� friend/famil..� s' 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Social Media 41.88% 49 Email 35.04% 41 Poster/Visiting the location 10.26% 12 From a friend/family member 12.82% 15 TOTAL 117 3 /5 Boynton Beach Bucks - Pio Pio Q4 Would you be interested in learning about future Boynton Beach Bucks promotions that help support local businesses? Answered: 116 Skipped: 2 s Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 89.66% 104 No 10.34% 12 TOTAL 116 4/5 Boynton Beach Bucks - Pio Pio Q5 If you answered yes, please provide your email address for future Boynton Beach Bucks deals. Answered: 90 Skipped: 28 5 /5 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 13.C. SUBJECT: CRA Economic & Business Development Grant Program Update SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding for rent and commercial property improvements. The grant programs continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. Grant guidelines and applications can be downloaded from the CRA website www.boyntonbeachcra.com. Below is a status report of the CRA's Economic Development Grant Programs and Business Development activities for FY 2020-2021: FY 2020-2021 Budget $402,113 March 9, 2021 Funding Reallocation $ 95,792 Grants Awarded since October 1, 2020 ($442,585) Remaining Fund Balance as of 4/7/21: $ 55,320 List of CRA Board approved Economic Development Program Grantees since October 1. 2020: a date,,. H. Longo I nsurance 500 Gulfstream Professional Rent Associates, Inc. dba Boulevard Office Reimbursement $115568 $1,928 Allstate Boardwalk Italian Ice & 209 N. Federal Ice Cream Property $9,269 $8,635.73 Creamery, LLC Highway Shop Improvement Saikrupa 1900, LLC dba 1900 N. Federal Motel Property $35837.41 $35837.41 Inlet Inn Motel Highway I mprovement Oak Mt. LLC dba 906 S. Federal Medical Rent ApexNetwork Physical Highway Office Reimbursement $15,000 $5,000 Therapy 512 E. Rent N&D Cafes, LLC dba Woolbright Restaurant Reimbursement $71,000 $57,000 Tropical Smoothie Cafe Road Property I mprovement Boynton Beach Office 1102 N. Federal Professional Property $50,000 $0 Condominium, LLC Highway Office Improvement 307 E. Rent Tokio, Inc. Woolbright Restaurant Reimbursement $15,000 $0 Road Premier Medical Center 326 W. BoyntonBeach Medical Rent $11,400 $950 of Boynton Beach, LLC Boulevard Office Reimbursement 109 E. Boynton Commercial Property Raj Properties, Inc. Beach Plaza I mprovement $235057.67 $0 Boulevard AMS Acquisitions, LLC 517 NE 5th Commercial Property $215205.80 $0 Avenue Building I mprovements Loufranco Management 609 N. Federal Commercial Property $85930.40 $0 Corp Highway Building I mprovement Rent Appliance King of 622 N. Federal Reimbursement Retail $155000 $0 America, I nc. Highway Property I mprovement Pending April 13, 2021 Yellowbeard, Inc. 1022 N. Federal Fish Market Property $505000 $0 Highway I mprovement Boynton Beach 1022 N. Federal Fish Market Rent $215000 $0 Seafood Company, LLC Highway Reimbursement Bud's Ventures, Inc. 509 E. Boynton Property dba Bud's Chicken & Beach Restaurant I mprovement $505000 $0 Seafood Boulevard Boardwalk Italian Ice & 209 N. Federal Ice Cream Property $15569 $0 Creamery, LLC Highway Shop Improvement Rent ManCave for Men 1513 S. Federal Barber Reimbursement $395748 $0 Boynton Beach, LLC Highway Shop Property I mprovement 409 E A, LLC 409 N. Railroad Industrial Property $255000 $0 Avenue Property I mprovement New Business Tax Receipts issued in March 2021 within the CRA boundaries: Yellowbeard, Inc. 1022 N. Federal Highway Fish Market Blue Door Design Group, Inc. 500 Gulfstream Boulevard Interior Designer Unit 205 Slayerz, LLC 2755 S. Federal Highway Retail Unit 19 SafeGlobe, LLC 1310 N. Federal Highway Services CCH Products, Inc. 1370 W. Industrial Avenue Retail Unit 112 FISCAL IMPACT: FY 2020 -2021 Budget, Project Fund, Line Item 02-58400-444, $402,113. March 9, 2021 Reallocation: $95,792 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action needed at this time unless otherwise determined by the Board. 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.A. SUBJECT: CRA's Small Business Disaster Relief Forgivable Loan Program Update SUMMARY: At the April 21, 2020 meeting, the CRA Board approved the Boynton Beach CRA's Small Business Disaster Relief Forgivable Loan Program (Program) in response to the direct effects of the COV I D-19 pandemic (see Attachment 1). Through the Program, the CRA provided COVI D-19 relief to businesses with 50 or fewer employees in the form of $10,000 interest-free loans to assist with the costs incurred during this economic crisis. If the business demonstrates that the funds were spent on payroll, utilities, or inventory within one year of the loan date, the CRA will forgive the loan and the business will not be required to repay it. The CRA also created the Commercial Rent Reimbursement Relief Grant Program for Previously Approved Rent Reimbursement Recipients. Only businesses that had already received rental assistance from the CRA were eligible to receive this grant. The CRA began accepting applications at 8:30 am on Thursday, April 22, 2020. By June 4th, the $1,000,000 in Program funding was dispersed to one hundred one (101) CRA District businesses. The Program's loan recipients included sole proprietors, restaurants, hair/nail salons, real estate offices, engineering firms, medical offices, a childcare facility, a fitness center, Boynton Harbor Marina marine-related businesses, industrial/service industry businesses, florists, bakeries, and retail. For a full list of loan recipients, please see Attachment 11. Loan recipients are now approaching the one-year deadline to submit the required Program documents to request loan forgiveness. As of April 6, 2021, eighty-six (86) of the one hundred one (101) loan recipients have submitted the required Program documentation and have secured loan forgiveness. However, certain businesses have had unique challenges in meeting their loan requirements for forgiveness — for example, some non-retail businesses do not have sufficient eligible inventory expenses, and certain other business models (including hair salons and real estate businesses) pay their workers as independent contractors rather than as employees on a payroll, as is standard practice in those industries. CRA staff has analyzed a number of these cases and believes that a number of the loan recipients have met the intent of the Program to keep people employed and businesses thriving within the CRA area during the pandemic, and in doing so, have supported the CRAs goals of remedying and preventing slum and blight. Due to the length of the pandemic, staff also recommends that rent or mortgage expenses should be considered eligible expenses if the loan recipient did not already receive other rental assistance from the CRA. Staff is therefore recommending to the Board a number of changes to the Program that would expand the time allowed for repayment and the expenses eligible for loan forgiveness. The proposed changes have been reviewed by legal and are described in the proposed motion below. FISCAL IMPACT: FY 2019 -2020 Budget, Project Fund, Line Item #02-58500-470, $1,000,000 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (Goals and Principles) CRA BOARD OPTIONS: Approve staff's recommended changes to the Small Business Disaster Relief Forgivable Loan Program by making a motion to: OPTION 1 MOTIONS: 1. Allow businesses that did not previously receive rental assistance grants from the CRA to use rent or mortgage expenses as eligible expenses for loan forgiveness. Boynton Harbor Marina tenants are excluded from using rent if they already received rent abatement or otherwise were not required to pay rent to the BBCRA during any months during the year 2020. 2. Authorize the Executive Director to evaluate, and if justified, approve a loan recipient's payments to certain independent contractors as eligible expenses for loan expenses, so long as the loan recipient demonstrates the payment is to an independent contractor that works for the loan recipient for a minimum for 30 hours a week, for at least four weeks, or otherwise demonstrates that that the independent contractor functions similar to an ordinary payroll employee. Such a request would need to be supported by 1099 documentation and would exclude any independent contractor that received a separate loan or grant from the CRA. 3. Authorize the Executive Director to evaluate, and if justified, grant deadline extensions up to six months to give loan recipients more time to either repay the loan or to submit eligible expenses for loan forgiveness. 4. Allow expenses that would be eligible expenses under the Commercial Property Improvement Grant (such as security monitoring) to be eligible expenses for loan forgiveness. OPTION 2 MOTIONS: 1. Do not approve staff's recommended changes to the Small Business Disaster Relief Forgivable Loan Program. ATTACHMENTS: Description D Attachment I -Small Business Disaster Relief Forgivable Loan Program D Attachment II - Program Recipients }At {J B ' JT1 B EACH COMMUMTY REDEVELOPMENT April 23, 2020 — September 30, 2020 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY SMALL BUSINESS DISASTER RELIEF FORGIVABLE LOAN PROGRAM Program Rules and Regulations The Boynton Beach Community Redevelopment Agency (BBCRA) recognizes that small businesses suffered substantial financial loss due to the adverse economic impacts caused by the COVID-19 pandemic. In response to the negative economic impacts on our local businesses and the City of Boynton Beach's economy, and to prevent the creation of slum and blight, the BBCRA has created the BBCRA Small Business Disaster Relief Forgivable Loan Program (the "Program"). The Program is intended to provide direct financial relief to businesses located within the BBCRA area (see attached map). Through the Program, the BBCRA will provide businesses with 50 or fewer employees up to $10,000 in an interest free loan. If the business can show compliance with the Program and that the loan was used towards payroll, utilities, or inventory expenses within 1 year of the loan date, the loan will be forgiven and the business will not be required to repay the loan. The loans will be awarded on a first-come, first-serve basis. Loan recipients will be required to sign a promissory note to ensure compliance with the Program and loan terms and conditions. The BBCRA has sole discretion to determine compliance with the Program and loan terms and conditions sufficient to allow forgiveness of the loan. BBCRA is a public agency and is governed by the Florida Public Records Law under Chapter 119, Florida Statutes. The BBCRA may produce any documents provided by applicants upon receipt of a public records request, subject to any exemptions provided Initials Page 1 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com by Florida law. If applicant believes that any information is propriety and exempt from public records such as a trade secret, the applicant should indicate that in the application. Funding Assistance The BBCRA Small Business Disaster Relief Forgivable Loan Program offers financial assistance to the business in the form of a forgivable loan for eligible expenses, up to $10,000, associated with payroll support, inventory purchases and/or utility expenses. Funding Eligibility Requirements Applicants must meet all of the following requirements in order to be considered eligible to receive loan funding: • Applicant must be a business that was or becomes operational (as evidenced by a Certificate of Occupancy or City of Boynton Beach Business Tax Receipt) prior to September 30, 2020. • Applicant must be the business entity (or d/b/a) named on the corporate documents, and the application must be executed by the principal/owner(s) named on the corporate documents. • Must be a for-profit, privately held business or sole proprietor with no more than 50 employees. • Must be located within the BBCRA area (see attached map). Businesses operating out of the Boynton Harbor Marina are eligible. • Must be able to provide proof that the business is properly licensed by all necessary levels of government and professional associations or agencies (including copies of City and County licenses). • If any individual is the Principal/Owner for more than one eligible business, the Principal/owner may only sign the application on behalf of one business. (Note: this means that if one or more eligible businesses have a Principal/Owner in common, only one of those businesses may apply for the Program, even if the business(es) has(have) more than one Principal/Owner). Ineligible Businesses The following businesses are considered ineligible for assistance under the BBCRA Small Business Disaster Relief Forgivable Loan Program: Initials Page 2 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com • Firearm Sales/Shooting Ranges • Convenience Stores • Religion-Affiliated Retail Stores • Churches/places of worships • Non-Profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Home-based business or • Adult Entertainment business registered with a • Medical Research Centers/Housing residential address • Massage/Personal Services • Vapor Cigarette, E Cigarette Stores • Any other use that the BBCRA staff or BBCRA Board determine will not support the redevelopment of the BBCRA area Loan Terms and Conditions The maximum amount of loan to any one business under this program is $10,000. Applicants may apply multiple times if loaned less than the maximum amount, but no applicant will receive more than the maximum amount in total. If the maximum amount of funding is later increased, applicants that had been loaned $10,000 may reapply for additional funding until the new maximum is reached. Loans shall be interest-free, and the loan amount shall be due to repaid to the BBCRA one year from the date of the loan. Loan recipients will be required to sign a promissory note to ensure compliance with the loan and program terms and conditions. However, if the loan recipient provides evidence acceptable to the BBCRA that an amount equivalent to the loan, or any part thereof, has been paid by the loan recipient to employees in the form of payroll, to inventory providers, or to utility providers, that amount may be forgiven, in which case the loan recipient would not be required to repay such amount to the BBCRA. Loan funds may not be used towards bonuses. Evidence to support loan and promissory note forgiveness includes but is not limited to: invoices, receipts, paystubs, utility bills or other acceptable evidence of payment or expenses associated with the loan request. Applicants may redact sensitive information such as employee names, addresses, identification numbers, etc. No cash payments will be accepted as evidence in support of a request for loan forgiveness. Loan applicants may request loan forgiveness at any time between BBCRA loan check date and the loan repayment date by submitting a request and the required evidence to the BBCRA up to three weeks before the loan repayment date. All evidence must be submitted to the Initials Page 3 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com BBCRA three weeks prior to the loan repayment date electronically to Bonnie Nicklien, Administrative Services and Grants Manager, at nicklienb@bbfl.us or by mailing a hard copy to 710 North Federal Highway, Boynton Beach, FL 33435, attention to Bonnie Nicklien. The BBCRA will review the evidence and determine whether the loan is eligible to be forgiven. The BBCRA has sole discretion to determine what evidence is acceptable and to ask for more information or different evidence to support any loan application or any request for loan forgiveness. The BBCRA will notify the loan applicant the determination as to whether the loan is deemed forgiven within 30 days of receipt of the evidence supporting the request for forgiveness. The loan may be prepaid, in whole or in part, without penalty, at any time prior to the date on which repayment is due. All loan checks from the BBCRA to the successful applicant will be made out to the applicant business entity. The types of businesses eligible to receive funding include, but are not limited to: • Restaurants • Boutiques — clothing, shoes & • Bakeries accessories • Insurance Offices • Accounting Offices • Gourmet Food Markets • Real Estate Offices • Home D6cor/Design businesses— • Tattoo Parlor/Body Piercing/Body home furnishings, art galleries, Art Shops kitchen wares • Law Offices • Bed and Breakfasts • Hair/Nail Salons • Marketing Offices • Take Out Restaurants • Fitness Facilities — yoga, dance • Florists exercise, martial arts, etc. • Medical Offices • Specialty Retail Businesses — • Other commercial businesses stationary, gifts, sporting goods Application Process Applications can be downloaded from the BBCRA website at www.boyntonbeachcra.com or obtained by mail. Applicants may call (561) 600-9090 to request a mailed application. All applicants are required to speak with BBCRA staff in order to determine eligibility before submitting an application. Applications will not be considered until all required documentation is submitted to the BBCRA office by sending the application electronically to Bonnie Nicklien at nicklienb@bbfl.us or by mailing a hard copy to 710 North Federal Initials Page 4 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com Highway, Boynton Beach, FL 33435, attention to Bonnie Nicklien. Applicants are STRONGLY encouraged to submit applications electronically. Application to this program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Executive Director, within parameters set by the BBCRA Board, and subject to available funds from the BBCRA budget. Applicant will be notified of loan approval in writing by email. Loan funding must be used for payment of utility bills, employee payroll (excluding bonuses), or inventory. Applicants must submit an application with all materials to the BBCRA for review and approval by the BBCRA Executive Director (or designee). Applications will be considered on a first-come, first-serve basis. Applications are not considered submitted until all materials have been submitted. Application packets must include- 1. nclude:1. Copy of the corporate documents for the applying business entity. 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipts). 3. Documentation to support the applicant's request for funding payroll, inventory, and/or utility expenses. Examples include, but are not limited to: invoices, receipts, paystubs, utility bills or other acceptable evidence of payment or expenses associated with the loan request. Applicants may redact sensitive information such as employee names, addresses, identification numbers, etc. 4. Completed and signed application (attached). 5. Promissory Note (attached). 6. W9 Form and BBCRA Vendor Application Form (attached). 7. Other proof as necessary to evidence compliance with the Funding Eligibility Requirements. 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 Program and this application. NOTICE TO THIRD PARTIES: The loan application and loan do not create any rights for any third parties. Nor shall issuance of a loan result in any obligation on the part of the BBCRA to any third party. The BBCRA 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. Initials Page 5 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed I D#: Business Phone Number: Cell: Website: Type of Business: Number of Employees: Hours of Operation: List of expenses seeking loan funding for: Requested loan amount: Please estimate the total cost (physical and economic) to your business due to this emergency/disaster: How many employees (Full Time and Part Time) did you have prior to the disaster: Have you or will you lay off or furlough employees as a result of this emergency/disaster? Li YES a NO If yes, how many? Page 6 of 12 Initials Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION Do you have business interruption insurance? If applicable, what is the percentage difference of your business revenues during the disaster period compared to the same time of the prior year? In terms of dollar value, how much inventory have you lost or has been spoiled as a result of the disaster? Page 7 of 12 Initials Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 8 of 12 Initials Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories on the Program application individually. By signing and submitting the application to the Program, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). 1, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a loan under the BBCRA Small Business Disaster Relief Forgivable Loan 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 BBCRA Small Business Disaster Relief Forgivable Loan Program. I understand that this application is not a guarantee of a loan, and that award of loans is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I understand that the purpose of the loan 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 approving the loan will not further the Community Redevelopment Plan. Should my application be approved, I understand that the Boynton Beach Community Redevelopment Agency has the sole discretion to determine whether the Program criteria have been met and whether the loan may be forgiven. To the maximum extent possible, I hereby waive my rights to privacy and confidentiality for all matters contained in this application, and give my consent to the Boynton Beach Community Redevelopment Agency, its agents and contractors to examine any confidential information given herein. I further grant permission, and authorize any bank, employers or other public or private agency to disclose information deemed necessary to complete this application. I give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete or inaccurate, it will be not processed. Page 9 of 11 Initials Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY RE'DEVE1„OPMENTAGENCY APPLICANT SIGNATURES APPLICANT SIGNATURES: All Principal/Owner(s) eligible to sign on behalf of the applicant must sign this application on behalf of the applicant. For purposes of this Program, the term "Principal/Owner” means a principal or owner of a business. 1. Principal/Owner's Signature Date Printed Name Title Witness Date 2. Principal/Owner's Signature Date Printed Name Title Witness Date 3. Principal/Owner's Signature Date Printed Name Title Witness Date 4. Principal/Owner's Signature Date Printed Name Title Witness Date Page 11 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY RE'DEVEI„OPMENTAGENCY PROMISSORY NOTE April , 2020 Boynton Beach, Palm Beach County, Florida FOR VALUE RECEIVED, the undersigned ("Loan Recipient") promises to pay to the order of the Boynton Beach Community Redevelopment Agency ("CRA") at 710 North Federal Highway, Boynton Beach, FL 33435 or at such other address as may be indicated in writing, in the manner hereinafter specified, the principal sum of dollars ($ )without interest. The said principal shall be payable in lawful money of the United States of America, on (date) and in the following manner: The sum of representing a payment of principal shall be due and payable one year from the date set forth above ("Repayment Date"). If, prior to the Repayment Date, the Loan Recipient provides evidence acceptable to the CRA that an amount equivalent to the principal or any part thereof has been paid by the Loan Recipient towards payroll for employees (excluding bonuses), utility providers, or inventory providers, the CRA, in its sole discretion, may forgive that amount, in which case the Loan Recipient shall not be required to pay such amount to the CRA. Evidence may be provided at any time prior to the Repayment Date, and may be provided on an ongoing basis as such evidence becomes available. Loan Recipient must abide by all terms and conditions of the Boynton Beach Community Redevelopment Agency Disaster Relief Forgivable Loan Program in order to be eligible for the loan forgiveness described in this paragraph. This note may be prepaid, in whole or in part, without penalty, at any time prior to maturity. If payment due under this note is not paid within 10 days of the Repayment Date, a late charge of 5% of the payment due shall be added to the principle. In the event of default in the payment of this note, and if the same is placed in the hands of any attorney for collection, the undersigned hereby agree to pay all costs of collection, including a reasonable attorneys' fee. This note shall be construed and enforced according to the laws of the State of Florida and nothing in this note shall be deemed to waive any rights of the CRA thereunder. Page 11 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY RE'DEVEI„OPMENTAGENCY PROMISSORY NOTE Makers waive demand, presentment for payment, protest, and notice of nonpayment and dishonor. (Loan Recipient Name, including d/b/a) (Authorized Signature) (Title) (Date) Page 11 of 12 Small Business Disaster Relief Forgivable Loan Program 710 North Federal Highway, Boynton Beach, FL 33435—Phone: (561) 737 -3256 Fax: (561) 737 -3258 www.boyntonbeachcra.com Form W-9 Request for Taxpayer Give Form to the (Rev.December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. N 2 Business name/disregarded entity name,if different from above N 0) M c- 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to � certain entities, not individuals; see H ❑Individual/sole proprietor or ❑ C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate page ): instructions on a e 3 d c single-member LLC a.2 F-1Limited liability company. Enterthe tax classification(C=C corporation,S=S corporation, P=partnership)► Exempt payee code(if any) `o Note.For a single-member LLC that is disregarded,do not check LLC;check the appropriate box in the line above for Exemption from FATCA reporting H the tax classification of the single-member owner. code(if any) a` ❑Other(see instructions)► (Applies to accounts maintained outside the U.S.) 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) d CL 6 City,state,and ZIP code ) 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other — — entities, it is your employer identification number(EIN).If you do not have a number, see How to get a L I TIN on page 3. or Note. If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. F7 Mi Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. I am not subject to backup withholding because:(a) I am exempt from backup withholding, or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S.citizen or other U.S.person (defined below);and 4.The FATCA code(s)entered on this form (if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN.See the instructions on page 3. Sign Signature of Here U.S.person► Date► General Instructions -Form 1098(home mortgage interest),1098-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. -Form 1099-C(canceled debt) Future developments.Information about developments affecting Form W-9(such -Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release it)is at www.irs.gov/fw9. Use Form W-9 only if you are a U.S.person(including a resident alien),to Purpose of Form provide your correct TIN. An individual or entity(Form W-9 requester)who is required to file an information If you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding. See What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: number(ITIN),adoption taxpayer identification number(ATIN),or employer 1.Certify that the TIN you are giving is correct (oryou are waiting for a number identification number(EIN),to report on an information return the amount paid to to be issued), you,or other amount reportable on an information return.Examples of information returns include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or -Form 1099-INT(interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If -Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the -Form 1099-MISC(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively connected income,and -Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are brokers) exempt from the FATCA reporting, is correct. See What is FATCA reporting?on -Form 1099-S(proceeds from real estate transactions) page 2 for further information. -Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-9 (Rev. 12-2014) Form W-9(Rev.12-2014) Page 2 Note.If you are a U.S.person and a requester gives you a form other than Form 3.The IRS tells the requester that you furnished an incorrect TIN, W-9 to request your TIN,you must use the requester's form if it is substantially 4.The IRS tells you that you are subject to backup withholding because you did similar to this Form W-9. not report all your interest and dividends on your tax return(for reportable interest Definition of a U.S.person.For federal tax purposes,you are considered a U.S. and dividends only),or person if you are: 5.You do not certify to the requester that you are not subject to backup -An individual who is a U.S.citizen or U.S.resident alien; withholding under 4 above(for reportable interest and dividend accounts opened -A partnership,corporation, company,or association created or organized in the after 1983 only). United States or under the laws of the United States; Certain payees and payments are exempt from backup withholding.See Exempt -An estate(other than a foreign estate);or payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. -A domestic trust(asdefined in Regulations section 301.7701-7). Also see Special rules for partnerships above. Special rules for partnerships.Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section What is FATCA reporting? 1446 on any foreign partners'share of effectively connected taxable income from such business.Further,in certain cases where a Form W-9 has not been received, The Foreign Account Tax Compliance Act(FATCA)requires a participating foreign the rules under section 1446 require a partnership to presume that a partner is a financial institution to report all United States account holders that are specified foreign person,and pay the section 1446 withholding tax.Therefore,if you are a United States persons.Certain payees are exempt from FATCA reporting.See U.S.person that is a partner in a partnership conducting a trade or business in the Exemption from FATCA reporting code on page 3 and the Instructions for the United States,provide Form W-9 to the partnership to establish your U.S.status Requester of Form W-9 for more information. and avoid section 1446 withholding on your share of partnership income. In the cases below,the following person must give Form W-9 to the partnership Updating Your Information for purposes of establishing its U.S.status and avoiding withholding on its You must provide updated information to any person to whom you claimed to be allocable share of net income from the partnership conducting a trade or business an exempt payee if you are no longer an exempt payee and anticipate receiving in the United States: reportable payments in the future from this person.For example,you may need to -In the case of a disregarded entity with a U.S.owner,the U.S.owner of the provide updated information if you are a C corporation that elects to be an S disregarded entity and not the entity; corporation,or if you no longer are tax exempt. In addition,you must furnish a new Form W-9 if the name or TIN changes for the account;for example,if the grantor -In the case of a grantor trust with a U.S.grantor or other U.S.owner,generally, of a grantor trust dies. the U.S.grantor or other U.S.owner of the grantor trust and not the trust;and -In the case of a U.S.trust(otherthan a grantor trust),the U.S.trust(otherthan a Penalties grantor trust)and not the beneficiaries of the trust. Failure to furnish TIN.If you fail to furnish your correct TIN to a requester,you are Foreign person.If you are a foreign person or the U.S.branch of a foreign bank subject to a penalty of$50 for each such failure unless your failure is due to that has elected to be treated as a U.S.person,do not use Form W-9.Instead,use reasonable cause and not to willful neglect. the appropriate Form W-8 or Form 8233(see Publication 515,Withholding of Tax Civil penalty for false information with respect to withholding.If you make a on Nonresident Aliens and Foreign Entities). false statement with no reasonable basis that results in no backup withholding, Nonresident alien who becomes a resident alien.Generally,only a nonresident you are subject to a$500 penalty. alien individual may use the terms of a tax treaty to reduce or eliminate U.S.tax on Criminal penalty for falsifying information.Willfully falsifying certifications or certain types of income.However,most tax treaties contain a provision known as affirmations may subject you to criminal penalties including fines and/or a"saving clause."Exceptions specified in the saving clause may permit an imprisonment. exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S.resident alien for tax purposes. Misuse of TINS.If the requester discloses or uses TINs in violation of federal law, If you are a U.S.resident alien who is relying on an exception contained in the the requester may be subject to civil and criminal penalties. saving clause of a tax treaty to claim an exemption from U.S.tax on certain types of income,you must attach a statement to Form W-9 that specifies the following Specific Instructions five items: 1.The treaty country.Generally,this must be the same treaty under which you Line 1 claimed exemption from tax as a nonresident alien. You must enter one of the following on this line;do not leave this line blank.The 2.The treaty article addressing the income. name should match the name on your tax return. 3.The article number(or location)in the tax treaty that contains the saving If this Form W-9 is for a joint account, list first,and then circle,the name of the clause and its exceptions. person or entity whose number you entered in Part I of Form W-9. 4.The type and amount of income that qualifies for the exemption from tax. a. Individual.Generally,enter the name shown on your tax return.If you have changed your last name without informing the Social Security Administration (SSA) 5.Sufficient facts to justify the exemption from tax under the terms of the treaty of the name change,enter your first name,the last name as shown on your social article. security card,and your new last name. Example.Article 20 of the U.S.-China income tax treaty allows an exemption Note.ITIN applicant:Enter your individual name as it was entered on your Form from tax for scholarship income received by a Chinese student temporarily present W-7 application, line 1a.This should also be the same as the name you entered on in the United States.Under U.S.law,this student will become a resident alien for the Form 1040/1040A/1040EZ you filed with your application. tax purposes if his or her stay in the United States exceeds 5 calendar years. However,paragraph 2 of the first Protocol to the U.S.-China treaty(dated April 30, b. Sole proprietor or single-member LLC.Enteryour individual name as 1984)allows the provisions of Article 20 to continue to apply even after the shown on your 1040/1040A/1040EZ on line 1.You may enter your business,trade, Chinese student becomes a resident alien of the United States.A Chinese student or"doing business as"(DBA)name on line 2. who qualifies for this exception (under paragraph 2 of the first protocol)and is c. Partnership,LLC that is not a single-member LLC,C Corporation,or S relying on this exception to claim an exemption from tax on his or her scholarship Corporation.Enterthe entity's name as shown on the entity's tax return on line 1 or fellowship income would attach to Form W-9 a statement that includes the and any business,trade,or DBA name on line 2. information described above to support that exemption. d. Other entities.Enter your name as shown on required U.S.federal tax If you are a nonresident alien or a foreign entity,give the requester the documents on line 1.This name should match the name shown on the charter or appropriate completed Form W-8 or Form 8233. other legal document creating the entity.You may enter any business,trade,or DBA name on line 2. Backup Withholding e. Disregarded entity.For U.S.federal tax purposes,an entity that is What is backup withholding?Persons making certain payments to you must disregarded as an entity separate from its owner is treated as a"disregarded under certain conditions withhold and pay to the IRS 28%of such payments.This entity." See Regulations section 301.7701-2(c)(2)(iii).Enter the owner's name on is called"backup withholding." Payments that may be subject to backup line 1.The name of the entity entered on line 1 should never be a disregarded withholding include interest,tax-exempt interest,dividends, broker and barter entity.The name on line 1 should be the name shown on the income tax return on exchange transactions,rents,royalties,nonemployee pay,payments made in which the income should be reported.For example,if a foreign LLC that is treated settlement of payment card and third party network transactions,and certain as a disregarded entity for U.S.federal tax purposes has a single owner that is a payments from fishing boat operators.Real estate transactions are not subject to U.S.person,the U.S.owner's name is required to be provided on line 1.If the backup withholding. direct owner of the entity is also a disregarded entity,enter the first owner that is You will not be subject to backup withholding on payments you receive if you not disregarded for federal tax purposes.Enter the disregarded entity's name on give the requester your correct TIN,make the proper certifications, and report all line 2,"Business name/disregarded entity name."If the owner of the disregarded your taxable interest and dividends on your tax return. entity is a foreign person,the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S.TIN. Payments you receive will be subject to backup withholding if: 1.You do not furnish your TIN to the requester, 2.You do not certify your TIN when required(see the Part II instructions on page 3 for details), Form W-9(Rev.12-2014) Page 3 Line 2 2 However,the following payments made to a corporation and reportable on Form If you have a business name,trade name,DBA name,or disregarded entity name, 1099-MISC are not exempt from backup withholding: medical and health care you may enter it on line 2. payments,attorneys'fees,gross proceeds paid to an attorney reportable under section 6045(f),and payments for services paid by a federal executive agency. Line 3 Exemption from FATCA reporting code.The following codes identify payees Check the appropriate box in line 3 for the U.S.federal tax classification of the that are exempt from reporting under FATCA.These codes apply to persons person whose name is entered on line 1.Check only one box in line 3. submitting this form for accounts maintained outside of the United States by certain foreign financial institutions.Therefore,if you are only submitting this form Limited Liability Company(LLC).If the name on line 1 is an LLC treated as a for an account you hold in the United States,you may leave this field blank. partnership for U.S.federal tax purposes,check the"Limited Liability Company" Consult with the person requesting this form if you are uncertain if the financial box and enter"P" in the space provided. If the LLC has filed Form 8832 or 2553 to institution is subject to these requirements.A requester may indicate that a code is be taxed as a corporation, check the"Limited Liability Company" box and in the not required by providing you with a Form W-9 with"Not Applicable" (or any space provided enter"C"for C corporation or"S"for S corporation. If it is a similar indication)written or printed on the line for a FATCA exemption code. single-member LLC that is a disregarded entity,do not check the"Limited Liability Company" box;instead check the first box in line 3"Individual/sole proprietor or A—An organization exempt from tax under section 501(a)or any individual single-member LLC." retirement plan as defined in section 7701(a)(37) Line 4, Exemptions B—The United States or any of its agencies or instrumentalities If you are exempt from backup withholding and/or FATCA reporting,enter in the C—A state,the District of Columbia,a U.S.commonwealth or possession,or appropriate s ace in line 4 an code(s)that n apply to you. any of their political subdivisions or instrumentalities p y () y pp y y D—A corporation the stock of which is regularly traded on one or more Exempt payee code. established securities markets,as described in Regulations section - Generally,individuals(including sole proprietors)are not exempt from backup 1.1472-1(c)(1)(i) withholding. E—A corporation that is a member of the same expanded affiliated group as a - Except as provided below,corporations are exempt from backup withholding corporation described in Regulations section 1.1472-1(c)(1)(i) for certain payments,including interest and dividends. F—A dealer in securities,commodities, or derivative financial instruments - Corporations are not exempt from backup withholding for payments made in (including notional principal contracts, futures,forwards, and options)that is settlement of payment card or third party network transactions. registered as such under the laws of the United States or any state - Corporations are not exempt from backup withholding with respect to attorneys' G—A real estate investment trust fees or gross proceeds paid to attorneys,and corporations that provide medical or H—A regulated investment company as defined in section 851 or an entity health care services are not exempt with respect to payments reportable on Form registered at all times during the tax year under the Investment Company Act of 1099-MISC. 1940 The following codes identify payees that are exempt from backup withholding. I—A common trust fund as defined in section 584(a) Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a),any IRA,or a J—A bank as defined in section 581 custodial account under section 403(b)(7)if the account satisfies the requirements K—A broker of section 401(f)(2) L—A trust exempt from tax under section 664 or described in section 4947(a)(1) 2—The United States or any of its agencies or instrumentalities M—A tax exempt trust under a section 403(b)plan or section 457(g)plan 3—A state,the District of Columbia,a U.S.commonwealth or possession,or Note.You may wish to consult with the financial institution requesting this form to any of their political subdivisions or instrumentalities determine whether the FATCA code and/or exempt payee code should be 4—A foreign government or any of its political subdivisions,agencies,or completed. instrumentalities Line 5 5—A corporation 6—A dealer in securities or commodities required to register in the United Enteryour address(number,street,and apartment or suite number).This is where States,the District of Columbia,or a U.S.commonwealth or possession the requester of this Form W-9 will mail your information returns. 7—A futures commission merchant registered with the Commodity Futures Line 6 Trading Commission Enter your city,state,and ZIP code. 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Part I. Taxpayer Identification Number(TIN) Company Act of 1940 Enter your TIN in the appropriate box.If you are a resident alien and you do not 10—A common trust fund operated by a bank under section 584(a) have and are not eligible to get an SSN,your TIN is your IRS individual taxpayer identification number(ITIN).Enter it in the social security number box.If you do not 11—A financial institution have an ITIN,see How to get a TIN below. 12—A middleman known in the investment community as a nominee or If you are a sole proprietor and you have an EIN,you may enter either your SSN custodian or EIN.However,the IRS prefers that you use your SSN. 13—A trust exempt from tax under section 664 or described in section 4947 If you are a single-member LLC that is disregarded as an entity separate from its The following chart shows types of payments that may be exempt from backup owner(see Limited Liability Company(LLC)on this page),enter the owner's SSN withholding. The chart applies to the exempt payees listed above,1 through 13. (or EIN,if the owner has one).Do not enter the disregarded entity's EIN.If the LLC is classified as a corporation or partnership,enter the entity's EIN. IF the payment is for... THEN the payment is exempt for... Note.See the chart on page 4 for further clarification of name and TIN combinations. Interest and dividend payments All exempt payees except How to get a TIN.If you do not have a TIN,apply for one immediately.To apply for for 7 an SSN,get Form SS-5,Application for a Social Security Card,from your local SSA office or get this form online at wvvw.ssa.gov.You may also get this form by calling Broker transactions Exempt payees 1 through 4 and 6 1-800-772-1213. Use Form W-7,Application for IRS Individual Taxpayer through 11 and all C corporations. S Identification Number,to apply for an ITIN,or Form SS-4,Application for Employer corporations must not enter an exempt Identification Number,to apply for an EIN.You can apply for an EIN online by payee code because they are exempt accessing the IRS website at www.irs.gou/businesses and clicking on Employer only for sales of noncovered securities Identification Number(EIN)under Starting a Business.You can get Forms W-7 and acquired prior to 2012. SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). Barter exchange transactions and Exempt payees 1 through 4 If you are asked to complete Form W-9 but do not have a TIN,apply for a TIN patronage dividends and write"Applied For"in the space for the TIN,sign and date the form,and give it Payments over$600 required to be Generally,exempt payees to the requester.For interest and dividend payments,and certain payments made reported and direct sales over o be 1 through 5z with respect to readily tradable instruments,generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments.The 60-day rule does not apply to other types of payments.You will be Payments made in settlement of Exempt payees 1 through 4 subject to backup withholding on all such payments until you provide your TIN to payment card or third party network the requester. transactions Note.Entering"Applied For"means that you have already applied for a TIN or that 1 See Form 1099-MISC,Miscellaneous Income,and its instructions. you intend to apply for one soon. Caution:A disregarded U.S.entity that has a foreign owner must use the appropriate Form W-8. Form W-9(Rev.12-2014) Page 4 Part II. Certification 3You must show your individual name and you may also enter your business or DBA name on the"Business name/disregarded entity"name line.You may use either your SSN or EIN(if you To establish to the withholding agent that you are a U.S.person,or resident alien, have one),but the IRSencourages you to use your SSN. sign Form W-9.You may be requested to sign by the withholding agent even if 4 items 1,4,or 5 below indicate otherwise. List first and circle the name of the trust,estate,or pension trust.(Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account For ajoint account,only the person whose TIN is shown in Part I should sign title.)Also see Special rules for partnerships on page 2. (when required).In the case of a disregarded entity,the person identified on line 1 *Note.Grantor also must provide a Form W-9 to trustee of trust. must sign.Exempt payees,see Exempt payee code earlier. Note.If no name is circled when more than one name is listed,the number will be Signature requirements.Complete the certification as indicated in items 1 considered to be that of the first name listed. through 5 below. Secure Your Tax Records from Identity Theft 1.Interest,dividend,and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.You must give your Identity theft occurs when someone uses your personal information such as your correct TIN,but you do not have to sign the certification. name,SSN,or other identifying information,without your permission,to commit 2.Interest,dividend,broker,and barter exchange accounts opened after fraud or other crimes.An identity thief may use your SSN to get a job or may file a 1983 and broker accounts considered inactive during 1983.You must sign the tax return using your SSN to receive a refund. certification or backup withholding will apply.If you are subject to backup To reduce your risk: withholding and you are merely providing your correct TIN to the requester,you -Protect your SSN, must cross out item 2 in the certification before signing the form. -Ensure your employer is protecting your SSN,and 3.Real estate transactions.You must sign the certification.You may cross out item 2 of the certification. -Be careful when choosing a tax preparer. 4.Other payments.You must give your correct TIN,but you do not have to sign If your tax records are affected by identity theft and you receive a notice from the certification unless you have been notified that you have previously given an the IRS,respond right away to the name and phone number printed on the IRS incorrect TIN."Other payments" include payments made in the course of the notice or letter. requester's trade or business for rents,royalties,goods(other than bills for If your tax records are not currently affected by identity theft but you think you merchandise),medical and health care services(including payments to are at risk due to a lost or stolen purse or wallet,questionable credit card activity corporations),payments to a nonemployee for services,payments made in or credit report,contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit settlement of payment card and third party network transactions,payments to Form 14039. certain fishing boat crew members and fishermen,and gross proceeds paid to attorneys(including payments to corporations). For more information,see Publication 4535,Identity Theft Prevention and Victim Assistance. 5.Mortgage interest paid by you,acquisition or abandonment of secured Victims of identity theft who are experiencing economic harm or a system property,cancellation of debt,qualified tuition program payments(under problem,or are seeking help in resolving tax problems that have not been resolved section 52ns IRA,pensioCovern ESA,Archer MSA u HSA contributions IN through normal channels,may be eligible for Taxpayer Advocate Service(TAS) distributions,and pension distributions.You must give your correct TIN,but you assistance.You can reach TAS by calling the TAS toll-free case intake line at do not have to sign the certification. 1-877-777-4778 or TTY/TDD 1-800-829-4059. What Name and Number To Give the Requester Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business For this type of account: Give name and SSN of: emails and websites.The most common act is sending an email to a user falsely 1.Individual The individual claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. 2.Two or more individuals(joint The actual owner of the account or, account) if combined funds,the first The IRS does not initiate contacts with taxpayers via emails.Also,the IRS does individual on the account' not request personal detailed information through email or ask taxpayers for the PIN numbers,passwords,or similar secret access information for their credit card, 3.Custodian account of a minor The minor` bank,or other financial accounts. (Uniform Gift to Minors Act) If you receive an unsolicited email claiming to be from the IRS,forward this 4.a.The usual revocable savings The grantor-trustee' message to phishing@irs.gov.You may also report misuse of the IRS name,logo, trust(grantor is also trustee) or other IRS property to the Treasury Inspector Generalfor Tax Administration b.So-called trust account that is The actual owner' (TIGTA)at 1-800-366-4484.You can forward suspicious emails to the Federal not a legal or valid trust under Trade Commission at:spam@uce.gov or contact them at www.ftc.gov/idtheft or state law 1-877-IDTHEFT(1-877-438-4338). 5.Sole proprietorship or disregarded The owner' Visit IRS.gov to learn more about identity theft and how to reduce your risk. entity owned by an individual 6.Grantor trust filing under Optional The grantor* Privacy Act Notice Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) Section 6109 of the Internal Revenue Code requires you to provide your correct TIN (A)) to persons(including federal agencies)who are required to file information returns with the IRS to report interest,dividends,or certain other income paid to you; For this type of account: Give name and EIN of: mortgage interest you paid;the acquisition or abandonment of secured property; 7.Disregarded entity not owned by an The owner the cancellation of debt;or contributions you made to an IRA,Archer MSA,or HSA. individual The person collecting this form uses the information on the form to file information 8.A valid trust,estate,or pension trust Legal entity° returns with the IRS,reporting the above information.Routine uses of this information include giving it to the Department of Justice for civil and criminal 9.Corporation or LLC electing The corporation litigation and to cities,states,the District of Columbia,and U.S.commonwealths corporate status on Form 8832 or and possessions for use in administering their laws.The information also may be Form 2553 disclosed to other countries under a treaty,to federal and state agencies to enforce 10.Association,club, religious, The organization civil and criminal laws,or to federal law enforcement and intelligence agencies to charitable,educational,or other tax- combat terrorism.You must provide your TIN whether or not you are required to file exempt organization a tax return.Under section 3406,payers must generally withhold a percentage of 11.Partnership or multi-member LLC The partnership taxable interest,dividend,and certain other payments to a payee who does not give a TIN to the payer.Certain penalties may also apply for providing false or 12.A broker or registered nominee The broker or nominee fraudulent information. 13.Account with the Department of The public entity Agriculture in the name of a public entity(such as a state or local government,school district, or prison)that receives agricultural program payments 14.Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2(see Regulations section 1.671-4(b)(2)(i) (B)) 1 List first and circle the name of the person whose number you furnish.If only one person on a joint account has an SSN,that person's number must be furnished. 2 Circle the minor's name and furnish the minor's SSN. Fft C`( '; UNBEACH,l {CRA Vendor ID: COMMUNffY REDEVELOPMENT A Office use only Vendor Application • Submit a current W-9 with application The CRA's Vendor List is updated periodically. An updated W-9 is required whenever there is a change in address, and must be submitted to the CRA Finance Department. Phone number is 561-600-9092 or 561-600-9095. All the *fields are required Apply Date* Federal ID#* Company Type* ❑Corporation ❑ Individual/Sole Proprietor ❑ Joint Venture ❑ LLC ❑l Partnership/Limited Partnership ❑ Non Profit* Company Name* D.B.A Email Address* Address* Suite/Unit# City* State/Province* Zip Code* Phone No_ Ext. Fax# Contact Person* Title Mobile# ❑ Check this box if the Billing Address is same as Company Address. Otherwise please complete the following: Address* Suite/Unit# City* State/Province* Zip Code* Phone No_ Ext. Fax# Contact Person* Title Mobile# Principal line of business: PLEASE NOTE:THE STATE OF FLORIDA HAS A BROAD PUBLIC RECORDS LAW.ALL RECORDS OF THE STATE OR POLITICAL SUBDIVISIONS OF THE STATE ARE OPEN FOR PUBLIC INSPECTION AND COPYING,SUBJECT TO CERTAIN STATUTORY EXEMPTIONS. IF YOU CHOOSE TO PROVIDE PERSONAL INFORMATION SUCH AS YOUR NAME, EMAIL ADDRESS,PHONE NUMBER(S),ADDRESS OR ANY OTHER PERSONAL INFORMATION IN THIS CONTACT FORM OR OTHER FORM ON THIS SITE,UNLESS EXEMPTED BY FLORIDA STATUTES,THIS INFORMATION IS A PUBLIC RECORD UNDER FLORIDA'S GOVERNMENT IN THE SUNSHINE LAWS AND IS AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST.IF YOU DO NOT WANT THIS INFORMATION RELEASED IN RESPONSE TO A PUBLIC RECORDS REQUEST,PLEASE DO NOT SUBMIT THIS INFORMATION.IF YOU HAVE QUESTIONS ABOUT OUR WEBSITE'S PRIVACY POLICIES,PLEASE CONTACT US AT 561-600-9092 or 561-600-9095. Small Business Disaster Relief Forgivable Loan Program Recipients Business Name Address Business Type 4 Reel Services 332 W. Boynton Beach Boulevard Service A Step Above Learning Center 1114 SE 2nd Street Childcare ABC Rentals 401 E. Boynton Beach Boulevard Equipment Rental AK Architects 100 NE 6th Street,Unit 102 Architect Alchemy Eco Salon 640 E.Ocean Avenue,Unit 5 Hair Salon Anchors Away Travel Cruises and Tours,Inc. 112 S. Federal Highway,Unit 3 Travel Agency Angel's Secrets 640 E.Ocean Avenue,Unit 9 Retail Apex Network Physical Therapy 906 S. Federal Highway Medical Office Appliance King 224 NE 3rd Street Retail Baciami 1415 S. Federal Highway Restaurant Bailey's Blendz 640 E.Ocean Avenue,Unit 16 Restaurant Beach Tennis 625 S. Federal Highway Retail Beacon Engineering 625 Casa Loma Boulevard, Unit 106 Professional Office Big City Towing* 510 NE 3rd Street Automotive Boardwalk 209 N. Federal Highway Restaurant Boca Babes OBGYN 625 Casa Loma Boulevard, unit 102 Medical Office Bon Zouti 1600 N. Federal Highway,Unit 6 Restaurant Bond Street Ale and Coffee 1626 S. Federal Highway Restaurant Borino Enterprises,Inc. * 518 Industrial Avenue Auto Dent Repair Boulevard Paints 618 E.Ocean Avenue Retail Boynton Auto Repair and Transmission, LLC* 409 N. Railroad Avenue Auto Repair Boynton Beach Dive Center 212 S. Federal Highway Retail Boynton Beach Florist 640 E.Ocean Avenue,Unit 3 Florist Boynton Beach Parasailing 735 Casa Loma Boulevard,Slip 16 Marina Boynton Billiards 1950 S. Federal Highway Retail Boynton Diner 500 E.Woolbright Road Restaurant Bridal by Marly 1100 Federal Highway,Unit 7 Bridal Boutique Bruno's Auto Body 217 NE 3rd Street Auto Body By Cycle 640 E.Ocean Avenue,Unit 21 Retail Cafe Frankies 640 E.Ocean Avenue,Unit 12 Restaurant Chez Andrea 480 E.Ocean Avenue Restaurant CK's Lockshop&Security Center 301 SE 4th Street Retail Clear Copy 1304 N. Federal Highway Service Common Grounds 1517 S. Federal Highway Restaurant Custom Lawn Service, Inc. 314 NE 3rd Street Lawn Service Del Sol Bakery 1600 N. Federal Highway,Unit 15 Bakery Dr.Beth Frosch,P.A. 112S. Federal Highway,Unit 2 Medical Office Dr.Timothy Keurig 1815 S. Federal Highway Medical Office Driftwood 2005 S. Federal Highway Restaurant Dunkin'Donuts 1317 S. Federal Highway Bakery East Coast Insurance 612 N. Federal Highway Professional Office East Side Creative Hair Salon 614 N. Federal Highway Hair Salon Eye&Ear 514 E.Woolbright Road Medical Office FICE Design 488 N. Federal Highway Professional Office Fish Envy 735 Casa Loma Boulevard Marina Florida Health Care Associates, P.L 709 S. Federal Highway,Suite 5 Medical Office Florida Professional Business Systems, Inc. 1240 S. Federal Highway Accounting Office Florida Tackle Company 1550 N. Federal Highway,Unit 11 Retail Florida Technical Consultants, LLC 533 E.Ocean Avenue,Unit 2 Engineering Fly&Flow Fitness 640 E.Ocean Avenue,Unit 20 Fitness Health Zoo 538 E.Woolbright Avenue Fitness Home with Help of Florida 1220 S. Federal Highway Nurse Registry Hour Cucina 411 S. Federal Highway Commissary Kitchen Hudson Realty 300 S. Federal Highway Realty Hurricane Alley Raw Bar&Restaurant 529 E.Ocean Avenue Restaurant Intracoastal Jet Ski Rentals 700 Casa Loma Boulevard Marina Jackie's Grooming Spa and Hotel 640 E.Ocean Avenue,Unit 18 Retail/Service Jamerican 324 N. Federal Highway Restaurant Law Office of Gary Susser 2755 S. Federal Highway,Unit 13 Law Office LG Auto Sales* 724 N. Federal Highway Auto Sales Main Street Car Wash* 201 E. Boynton Beach Boulevard Auto Detailing Marina Cafe 100 NE 6th St, Unit 108 Restaurant Mario Ferazzoli&Sons,Inc. 419 NE 4th Avenue Tile and Stone Retail Mattlin Fish 735 Casa Loma Boulevard Marina Monarch Pet Memorial 805 N. Federal Highway Service Newco Warranty Services,Inc. 1200 S. Federal Highway,Unit 304 Services Nothnagle Ent. 222 NE 3rd Street Plumbing Novus Escape Room 458 N. Federal Highway Specialty Nutrition Cottage 1815 S. Federal Highway Retail Ocean Architectural Sheet Metal Supply, Inc. 870 W. Industrial Ave,Unit 5 Industrial Ocean OutBoard Inc. 1220 W. Industrial Avenue, Unit 7 Boat Repair Ocean Ridge Chiropractic, Inc. 639 E.Ocean Avenue,Unit 107 Medical Office One Price Dry Cleaner 409 S. Federal Highway Dry Cleaner Organic Kitchen and Mercantile 640 E.Ocean Avenue,Unit 6 Gourmet Food Market Paige Morris,MD 906 S. Federal Highway Medical Office Penn Nails&Spa 640 E.Ocean Avenue Nail Salon Phairis Luxury 413 S. Federal Highway Hair Salon Pioneer Auto Care* 401 N. Railroad Avenue Auto Repair Posh Properties 101 S. Federal Highway Realty Office Precision Auto Body,Inc.* 400 W. Industrial Avenue Auto Body Repair Primary Care Solutions 625 SE 2nd Avenue,Unit C Medical Office Pugh Pools 313 N. Railroad Avenue Service Reel Rival Charters 728 Casa Loma Boulevard Marina RichmenLooks 474 N. Federal Highway Retail Rightchoice Pharmacy 709 S. Federal Highway,Unit 1 Pharmacy Rustic Retreat 1120 N. Federal Highway Assisted Living Sea Mist III 700 Casa Loma Boulevard Marina Seal-Tite Plumbing 406 NE 3rd Avenue Service Service First Processing 1315 N. Federal Highway Professional Office South Florida Marine 725 N. Federal Highway Retail Stain Away 625 Industrial Avenue Carpet Cleaning Starfish Scuba 735 Casa Loma Boulevard Marina Steven Siebert Architectures,Inc. 466 N. Federal Highway Professional Office Sushi Jo 640 E.Ocean Avenue,Unit 4 Restaurant That's Amore 308 N. Federal Highway Restaurant The Blossom Shop 402 E.Ocean Avenue Florist The King's Learning Center 101 NE 5th Avenue Child Care Tokio Ramen 307 E.Woolbright Road Restaurant Tropical Island Restaurant 400 E. Boynton Beach Boulevard Restaurant Troy's BBQ 1920 S. Federal Highway Restaurant Unity Medical Consultants 2755 S. Federal Highway,Unit 1 Advertising * Pending Tier III Approval for Automotive Services 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.13. SUBJECT: Discussion and Consideration of Fiscal Year 2020-2021 CRA Business Promotions & Events Schedule SUMMARY: Pursuant to the Board Chair's request, below is a the list of possible Business Promotional Events that the CRA Board may consider for the current fiscal year: Rock the Marina & Lionfish Derby - A business promotional event to tentatively take place at the Boynton Harbor Marina on June 12, 2021. The Lionfish Derby portion of the event would serve to further promote the four (4) commercial scuba diving charters that are located at the Marina; Loggerhead Enterprise, Splashdown Divers, Starfish Scuba, and Underwater Explorers. Certified divers will be invited to register in 2-person teams to participate in the Lionfish Derby and hunt the waterways for invasive lionfish. Additionally, the event would drive patronage to the three restaurants located at the Marina; Two Georges Waterfront Grille, Banana Boat, and Marina Cafe. Event features will include live music, educational sessions on how to prep and cook lionfish, as well as a sustainability and marine conservation component. Rock the Plaza - A business promotional event to tentatively take place at two plazas located within the BBCRA area - Ocean Plaza and One Boynton. The Rock the Plaza event series provides a spotlight on plazas located within the CRA District, while providing businesses with specific opportunities to promote their products and services to event guests. The event will feature live music, cocktails, and food offerings from restaurants within the specific plaza. Businesses will be encouraged to set-up displays at their storefronts and offer some type of incentive (coupon, BOLO, gift with purchase, etc.)for event patrons. The event would feature live music and entertainment. Exact dates TBD. Rock the Block; A business promotional event to tentatively take place within the 500 block of East Ocean Avenue. The concept for this event is similar to Rock the Plaza. Businesses located within the Downtown District will be encouraged to participate at the event to further promote their goods and services. The event would feature live music and entertainment. Exact date TBD. Boynton Beach Night Market -A business promotional event to tentatively take place at the Boynton Beach Amphitheater and greenspace area on July 31, 2021. The night market would provide restaurants, retailers, and professional service providers located within the BBCRA area with an opportunity to showcase their goods and services to the public. Additionally, there would be availability for Boynton Beach businesses located outside of the BBCRA area, to also exhibit their goods and services at the event. This family-friendly event would also feature live music and entertainment. Business Promotional Events are not usually held in the summer months due to the rainy season. All proposed events will be promoted as "rain or shine". Every effort will be made to host each event, however if inclement weather poses a potential danger to contractors, entertainers, attendees, or staff cancellation will be considered. Safety shall be the paramount consideration in determining whether the performance must be cancelled due to weather. Please see Attachment I for the updated Business & Promotions budget worksheet. FISCAL IMPACT: FY 2020 -2021 Budget, Project Fund, Line Item 02-58500-480, $188,000. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined based on CRA Board discussion. ATTACHMENTS: Description D Attachment I - Business Promotions & Events Budget BOYNTON BEACH CRA FY 2020 - 2021 BUSINESS PROMOTIONS & EVENTS BUDGET PROPOSAL 2020/2021 EVEN TS/CAM PAIG N S DATE BUDGET BUSINESS PROMOTIONS SOCIAL MEDIA Four social media marketing campaigns to;promote' AD CAMPAIGN/CONTEST businesses located in the BBCRA area. $10,000 Marketing $3,000 Business PromotionsSocial Media Campaign Total; $13,000 BOYNTON BEACH BUCKS Incentive program for patronage of B'BCRA area businesses $5,000 Marketing; $500 Boynton Beach Bucks Total' $5,500 ROCK THE PLAZA Ocean Plaza Friday,June 18,2021'or Saturday,June 19,2021 $10,000 One Boynton Friday,August 20,2021 or Saturday,August 21,2021 $10,000 Event Marketing $6,000 Rock the Plaza Total $26,000 ROCK THE BLOCK Friday,July 16,2021 or Saturday,July 17,2021 $10,000 500 Block of E. Ocean Ave. Event Marketing $3,000 Rock the Block Total $13,000 NIGHT MARKET Saturday,July 31,2021 $30,000 Town Square Event Marketing $5,200 Night Market Total' $35,200 ROCK THE MARINA& LIONFISH DERBY Saturday,June 12,2021' $25,000 735 Casa Loma Blvd. Event Marketing $5,200 Rock the Marina Total $30,200 EQUIPMENT&SUPPORT $65,100 Sub-Total Events $165,100 Sub-Total Events Marketing $22,900 TOTAL COST OF EVENTS► $188,000 6 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.C. SUBJECT: Discussion and Consideration of Responses to a Request for Additional Information from Respondents of the RFP/RFQ for the Cottage District I nfill Housing Redevelopment Project SUMMARY: At their December 8, 2020 meeting, the CRA Board established the top three submissions as Boynton Beach Cottage District Development, LLC (BBCD); Pulte Home Company, LLC; and Azur Equities, LLC. The CRA Board selected the Proposal submitted by Boynton Beach Cottage District Development, LLC (BBCD) and directed CRA staff to begin negotiations for a contract and further discuss the specifics of the proposed development. As directed, at the March 9, 2021 meeting the CRA Board reviewed the Project changes proposed by Boynton Beach Cottage District Development, LLC. After a lengthy discussion regarding the housing prices and the potential differences between the median area income ranges for Palm Beach County and The City of Boynton Beach, the CRA Board directed approved that negotiations be opened to the top three Proposers and that each one provide additional information on their Projects making any necessary adjustments to their original submission in order to utilize the City of Boynton Beach area median household income for the sales prices of the units. The CRA had received a submittal from Azur Equities, LLC and a withdrawal letter from Boynton Beach Cottage District Development, LLC, ceasing any further participation in the RFP/RFQ (see Attachments 1-11) prior to noon on Monday, April 5, 2021, the resubmission deadline for the additional requested information. CRA staff has provided the Board with a breakdown of the additional information provided by the Proposers as Attachment III and the review of each proposal in accordance with the original published RFP/RFQ Evaluation Criteria (Attachment IV). BACKGROUND: On August 11, 2020, the CRA Board approved the issuance of the Cottage District Infill Housing Redevelopment Project RFP/RFQ (see Attachment V) for the development of owner-occupied, single family detached, workforce-affordable homes or a mix of detached homes and townhouse style attached units under fee-simple ownership. As required, the CRA obtained a property appraisal of the project site dated August 10, 2020 with a estimated market value of$1,893,000 (see Attachment VI). As of the submission deadline on October 23, 2020, the CRA received five proposals from the following development entities: • Boynton Beach Cottage District Development, LLC (withdrawn) • Fox Ridge Capital, LLC (withdrawn) • Azur Equities, LLC (Attachment VII) • Pulte Home Company, LLC (Attachment VIII) • Ace Development Group, LLC (Attachments IX) FISCAL IMPACT: FY2020-21 Budget, Project Fund, Line Item 02-58200-406 (Cottage District Project), $385,825 CRA PLAN/PROJ ECT/PROGRAM: • 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: At their December 3rd meeting, the CRA Advisory Board is providing a recommendation to the CRA Board that of the five Proposals submitted for the Cottage District Infill Housing RFP/RFQ, the following three Proposals best met the intent and requirements of the RFP/RFQ: • Pulte Home Company, LLC • Boynton Beach Cottage District Development, LLC • Azur Equities, LLC CRA BOARD OPTIONS: 1. The CRA Board may determine it is in their best interest to consider RFP-RFQ related elements of the proposals submitted by Azur Equities, LLC and Pulte Home Corporation, LLC, for purposes of determining whether or not to select one of the remaining Proposers and direct staff to begin Project negotiations to outline the potential development agreement terms and conditions. 2. The CRA Board may determine it is in their best interest not to consider RFP-RFQ related elements of the proposals submitted by Azur Equities, LLC and Pulte Home Corporation, LLC, for purposes of determining whether or not to select one of the remaining Proposers and terminate the Cottage District Infill Housing Development RFP/RFQ. 3. Alternative action based on the sole determination of the CRA Board. ATTACHMENTS: Description D Attachment II - Boynton Beach Cottage District Development, LLC Withdrawal Letter D Attachment IV -CRA Staff Evaluation Sheet D Attachment V -August 2020 Map & RFP-RFQ D Attachment VI -August 2020 CRA Property Appraisal D Attachment VII -Azur Equities, LLC Presentation D Attachment VIII - Pulte Home Company, LLC Presentation D Attachment IX -ACE Development, LLC Presentation Boynton Beach Cottage District Development, LLC. 7965 Lantana Rd, Lake worth, FL 33467 561-968-3605 ext:204 March 15, 2021 Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 100 E.Ocean Ave Boynton Beach, Florida 33435 Dear Mr.Simon, We respectfully wish to advise the Boynton Beach CRA that we are withdrawing from consideration as a proposer to develop the Cottages at Seacrest pursuant to the Boynton Beach CRA's RFP/RFQ. 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Im U Uo c v "o co Er - vmi�o V E m° o >En"mNm� J v� oN oEN ��-0 o��o2r T,a` z¢ zwo o ¢>F a`zrc q,"�zr`o u� >`� z L Ly _ . L o _ _ F vN v - -S 7 U m" - v v q m_ _ _ a aw my °a m c m- w m `uo o9mua as °n= zQOa °Eam E OmwN En 0.z= yw0 caumL°o CO s ZW MUy K vE� maU OE'E -c _ N s �m d Z c-E c� w a A n V.L.-m o f m e w .E m a m E o rc.a om.°-_' E' v a41 f � s� {{� i - t� S 1 ` N cz LO N c� N c� U _ �t!'a r••+ �" . t U O p N bOA n, O V) 4-j -a y V) V O �"` =" w„ �" f� 61, 1 B Toi ,OYN =BEACH SiF RA BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPER QUALIFICATIONS COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT Location: Between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 1st Street Boynton Beach, Florida Issue Date: August 17, 2020 Submittal Date: October 23, 2020, no later than 3:00 p.m. (EST) �' r� 1tjf 1lF 4 f � f am r }{� � sfs 7 �r t� i ssi r et t s ----------------- 01353549-2 Page 1 of 36 The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of the BBCRA-owned properties within the Heart of Boynton District. These properties, collectively known as the Cottage District Infill Housing Redevelopment Project Site, are located between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 1St Street,Boynton Beach,Florida(the"property"or"Project property"). The BBCRA will accept sealed proposals at its office located at 100 E. Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 ON OR BEFORE October 23, 2020, no later than 3:00 p.m. Eastern Standard Time,as determined by the time stamp or clock at the BBCRA's reception area. Proposals to this RFP/RFQ(proposals) received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. All proposals will be date and time stamped by the BBCRA. Faxed or emailed Proposals will NOT BE ACCEPTED FOR CONSIDERATION. The RFP/RFQ documents, including all related attachments must be obtained from the BBCRA office or website at www.boyntonbeachcra.co (Click RFPs/RFQs/ITBs Tab on right hand side). 1. Community and Economic Setting The City of Boynton Beach (City),with a population of 72,000,is the third largest city in Palm Beach County, Florida. It is located approximately 45 miles north of Miami and 15 miles south of West Palm Beach.This puts it in the heart of southeast Florida's rapidly growing tri- county Miami-Dade/Broward/Palm Beach Metropolitan area. Boynton Beach has direct access to the Intracoastal Waterway, Interstate 95 (I-95) and the Florida Turnpike.It also has a market of more than 6 million people within a two-hour radius and ready access to three international airports, two major rail lines, as well as the Tri-Rail regional commuter rail system. The Heart of Boynton District is bounded by I-95 to the west, Federal Highway to the east, the Boynton Beach Canal (C-16) to the north and Boynton Beach Boulevard to the south. Seacrest Boulevard runs north-south through the center of the community. Over the past 14 years there has been approximately$100 million of public investment into the Heart of Boynton and Cultural Districts in furtherance of the 2016 Boynton Beach Community Redevelopment Plan ("BBCRA Plan") with respect to property acquisition, infrastructure improvements, parks, construction of new affordable housing and rehabilitation of existing homes. Some of the projects are: • The City completed the redevelopment of the Carolyn Sims Center and Denson Pool for a total of$10 million in 2006. The Center is located at NW 12th Avenue and is the center of neighborhood activities. 01353549-2 Page 2 of 36 • The City invested $1.5 million of federal stimulus dollars into the Seacrest Boulevard corridor from Boynton Beach Boulevard north to the C-16 canal to create an attractive streetscape with new lighting, landscaped medians, and public art. • The City and BBCRA are currently partnering on the Model Block Project, redeveloping a block of new single-family homes at NW 11th Avenue and N. Seacrest Boulevard. The project includes upgraded streetscapes, utilities and ten new affordable single-family home sites. Home construction began in June 2018. • The BBCRA partnered with the City to combine funding to complete a $1.3 million renovation project to improve Sara Sims Park, an eight acre park located at the SW corner of Martin Luther King Jr. Blvd. and N. Seacrest Boulevard. A master plan was developed with community input and the project was completed in October 2019. • The BBCRA, in partnership with Centennial Management Corp., is in the process of redeveloping a 4.3 acre site between N. Seacrest Boulevard and NE 1st Street and between NE 6th and 7th Avenues. The $26 million dollar project will consist of 123 multi-family affordable 1-3 bedroom rental units with residential and site amenities, including a small flex and community space. The project is currently underway and scheduled to be completed in December 2020. • The BBCRA, in partnership with Centennial Management Corp., will also be redeveloping a 3.6 acre site on E. Martin Luther King Jr. Boulevard into an affordable mixed-use project consisting of 124 residential units and 8,500 square feet of commercial space. The $30 million dollar project is fully funded and construction is scheduled to begin in the spring of 2021. • As part of the 16.5 acre mixed-use P3 Town Square Project, the BBCRA and the City partnered to fund and complete the construction of a new municipal complex consisting of a City Hall/Library building, District Energy building, Fire Station, amphitheater and public spaces, a fully inclusive playground, and the $11 million renovation of the historic High School building into a Cultural Center with a meeting and convention space for use by the public and a future hotel. The Town Square Project is located at the SE corner of E. Boynton Beach Boulevard and N. Seacrest Boulevard and will feature private development of a hotel along with residential and commercial components to complement the public facilities. The publicly owned elements were completed in July 2020. 2. Property Disposal and Project Description This RFP/RFQ is being issued for a project known as the Cottage District Infill Housing Redevelopment Project (the "Project"), and is seeking proposals for the acquisition and redevelopment of a BBCRA-owned property identified in this RFP/RFQ. The Project site is approximately 4.2 acres of vacant property located between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 1St Street, Boynton Beach, Florida. The Project site lies within the BBCRA Heart of Boynton District boundaries and is identified in the BBCRA Plan as a priority residential site. 01353549-2 Page 3 of 36 Additionally, the property is also located in the PBC Qualified Opportunity Zone. For more information, see httl2:-/-/mal2s.co.12alm-beach.fl.us-/cwgis/?al2l2=12bc interactive. All proposals must be in conformance with and in furtherance of the BBCRA Plan.The BBCRA Plan may be accessed on the BBCRA website: www.boyntonbeachcra.co The proposed redevelopment of this site shall be consistent with the recommendations made within the BBCRA Plan. The BBCRA Plan's goals are to leverage this publicly owned real estate asset to support the overall redevelopment of the Heart of Boynton community and surrounding area, to increase affordable home ownership opportunities for low and moderate income households within 80-140% Palm Beach County Area Medium Income (AMI), and to provide quality public enhancements that improve the economic, cultural and aesthetic quality of life for residents of the community. For more information on the annual published Palm Beach County AMI see http://discover.pbc ov.or HES/ a es Housing ortgaue- roara s.aspx. Development proposals should include traditional residential amenities, as well as those to enhance or improve existing community assets. Overriding goals for the future Project include quality design through the use of urban design principles, and the use of alternative energy sources where possible. Proposals shall incorporate a publicly accessible neighborhood pocket park to be located along the eastern portion of the site. Firms or entities responding to this RFP/RFQ ("Proposers") are encouraged to exercise creativity in defining a concept that satisfies the vision of the BBCRA Plan, use of applicable and appropriate zoning or entitlements, and sound real estate development practices. Pursuant to Section 163.380(2), Florida Statutes, offers for the acquisition of the properties for less than fair value shall require approval by the Boynton Beach CRA Board and the Boynton Beach City Commission. 3. Land Use Regulations. The Heart of Boynton District section of the BBCRA Plan provides information on the vision for future redevelopment within this area, which includes the Project site. The recommended future land use Land Use designation for the property is High Density Residential (HDR) with a corresponding Zoning designation of Multi-family Residential District(R-4) or Infill Planned Unit Development District(IPUD) which supports a maximum density of 15 units/acre (plus a 25% density bonus for the creation of workforce housing) and maximum built height of 45 feet. It is the responsibility of each Proposer to review the City of Boynton Beach Land Development Regulations and Workforce Housing Ordinance for applicable guidelines and limitations. As stated in the BBCRA Plan,the community supports construction of one and two story units with a maximum height of three stories, if located within the interior of the site. 01353549-2 Page 4 of 36 4. Palm Beach Coun1y Impact Fees. Development of the property will be subject to Palm Beach County Impact Fees. Please contact Impact Fee Coordinator for PBC, \A/ Uie Swoope at (561) 288'5025| for specific information regarding impact fees and/or credits applicable to the proposed development, or to download relevant information go to: 5. Survey and Appraisal. Aulaerial boundary and parcel map along with acopy o[the property survey inincluded with this OF9'OF0 an Attachments 'A" and "B." An appraisal of the subject properties was completed and is available in electronic form upon written request to the BBCRA. Proposers should not rely solely on the information in the appraisal when compiling proposal. The appraised value should beconsidered with all offers and requests for BBCOAincentives 6. Architectural and Design Considerations. The Project should include quality architectural design and site development standards that enhance the area and adjacent neighborhoods. Proposers should review the BBCRAPlan for Project development and design guidance. Proposals will beevaluated ontheir adherence and incorporation of architectural and design elements presented in the BBCRA Plan listed above and the design examples under Attachment"k." 7. Incentives for the Project. Under Chapter 163, Florida Statutes,the BBCRA is empowered to encourage and incentivize redevelopment within the BBCRA Redevelopment Area consistent with the BBCRA Plan.The BBCRA is committed to meeting the goals and objectives of the BBCRA Plan and will support the Project with policies and funding. To support the Project under this RFP/RFQ,the following incentives are available: • The BBCRA may provide financial incentives to enhance home ownership opportunities, such an but not limited to, infrastructure improvements, second mortgage subsidies, and/or assistance with County and State grant or funding applications. • The BBCRAmay provide support and assistance with obtaining Palm Beach County Impact Fee credits, City of Boynton Beach Utility Cap fees or any other applicable fee credits or waivers that do not involve additional BBCOA[unding. • The BBCRA may provide support and assistance in pursuing any permits or approvals that may be required to expedite the selected site development plan. • The BBCRA has allocated $38S,82S in the FY 2020-2021 Budget for the Project. 8. Proposer Registration. All entities interested in responding to this RFP/RFQ must register their name, address, telephone number, and an email address with the BBCRA by emailing Michael Simon, Executive Director, at SimonM@bbfl.us. Any information concerning addenda, changes, additions, clarifications, notices, and other topics related to this RFP/RFQ will be sent to registered proposers using the registration information provided. 9. Additional Information. After the proposals are received by the BBCRA, the BBCRA may make requests to Proposers for clarifications, assurances, or for other details including, but not limited to, financial and disclosure data relating to the proposal or proposer (including all affiliates, officers, directors, partners and employees). Any inquiries of a general nature applicable to all proposers will be directed to all proposers. Following submission of a bid, the proposer agrees to promptly deliver such further details, information and assurances, including, but not limited to, financial and disclosure data relating to the bid and/or the proposer (including the proposer's affiliates,officers,directors,partners and employees),as requested by the BBCRA. 10. Requirements for the Proposed Project All proposals must include the following: • Construction of single family fee simple, owner occupied dwelling units consisting of either detached, attached or combination of the two. • Height limitations for the units should be maintained at one, two or three story units with strong consideration given to the placement of any proposed three story units within the interior of the Project and a two story limitation along the perimeter of the proposed Project site. • Street lights installed along the entire perimeter of the Project that are complimentary to those existing along N. Seacrest Boulevard adjacent to the Project site. • On-street parking spaces where feasible. • Minimum five-foot sidewalk width along the entire perimeter of the Project. • Use of street and site trees that "exceed the minimum size and caliper requirement" of the City's Land Development Regulations to be installed as part of the proposed Project. • Creation of a neighborhood pocket park on the east portion of the site along NE 1St Street. The pocket park must be included in the Project's site plan and must include landscape,hardscape and accent lighting features.Once constructed by the successful Proposer, the pocket park will be open to the public and therefore will be deeded to 01353549-2 Page 6 of 36 the City of Boynton Beach. The successful proposer may be required to enter into a maintenance agreement with the City of Boynton Beach for the pocket park. • Plan for inclusion of workforce housing units, for households within 80-140% Palm Beach County Area Medium Income (AMI) • Housing should be constructed with maximum efficiency and sustainability in mind (Attachment F). 11.Deed Restriction and Homeowners and Property Owners Associations The BBCRA may require a deed restriction on the use of the properties as fee-simple residential development to preserve the home ownership opportunities in the neighborhood and/or require the establishment of a Homeowners or Property Owners Association. 12.Required Elements of Proposals. Proposals must contain all of the following documents and information in order to be deemed complete. Proposals not deemed complete may be rejected. a. Provide a general written statement describing the qualifications of the proposer and background information on the principals. If the selected developer is a public corporation, provide copies of its annual report or SEC filings as appropriate. b. Provide a certificate of good standing from the Secretary of State of Florida and the state in which the corporation is headquartered, if not Florida. c. Provide a copy of the commercial lease agreement, if applicable, or proof of property ownership at the location the proposer is currently licensed to do business. If the Proposal is submitted by more than one entity, each entity much provide the requested information separately. d. Provide a list of key personnel that will be directly involved in proposed Project's development or management team, along with their professional qualifications and a list of similar projects on which they have actively participated. Provide no less than three and no more than ten related projects for this item. e. Provide a written list of similar projects developed by the proposer that were completed, including photographs,addresses, dates the projects were completed, and general project description. Provide no less than two and no more than ten projects for this item. If the Proposal is submitted by more than one entity, each entity must provide the information requested separately. f. Provide a detailed description of the proposed Project, with text and graphics. This should include but not limited to a schematic site layout plan; proposed density, intensity, and height; parking locations; a breakdown of the proposed total number of housing units and housing unit types (attached or detached), including number of bedrooms and bathrooms, and square footage for each unit type and elevations, as well as the items listed in Paragraph 6, "Architectural and Design Considerations," and Paragraph 10, "Requirements for the Proposed Project," of this RFP/RFQ document. 01353549-2 Page 7 of 36 g. Provide a proposed project pre-development, construction development and sales pro forma. The pro forma shall include and clearly identify the funding sources and costs of the Project including those of property acquisition from the BBCRA along with any proposed funding assistance being requested of the BBCRA, if applicable. h. Within the list of funding sources, provide the dollar amount of any proposer equity and investment contributed to the proposed Project. L If the Project is proposed to use subsidies from other qualified entities, proposer must provide a list of those entities and demonstrate experience with obtaining such project-based subsidies for affordable housing by listing projects and the amount and type of subsidy utilized. j. Provide a description that will indicate how the units will be sold, strategies of outreach to the end users and community, proposed sale price ranges that are supported by the financial plan and pro forma, and the Project's proposed absorption rate. k. Provide a description of how the proposer will make attempts to utilize local qualified contractors, and sub-contractors as part of the completion of the proposed Project. Documentation of this effort will be required as part of the project monitoring. 1. Provide a strategy of how the proposer will engage the adjacent homeowners in the overall development of the Project. Engagement may consist of, but is not limited to improvements to common neighborhood elements such as contiguous public sidewalks, decorative pedestrian scale lighting, landscape design, or assistance with grant funding for architectural elements that would enhance the curb appeal and contribute to the cohesive design of the neighborhood. m. Provide proof of financial capability to complete the proposed Project. Financial capability may be demonstrated by submitting a current (audited, if available) financial statement of the proposing entity which includes a balance sheet, a three-year statement of past income, and a projected one-year income statement for the current fiscal year for the proposer (and its parent entity if proposer is a subsidiary). Tax returns may be substituted for financial statements. When possible, the proposer should also submit third party evidence of the ability to secure financing such as a preliminary financing commitment letter or letter of interest from a lending institution or other primary source of investment financing. A firm financing commitment from a lending institution or other source of investment financing may be required prior to the closing of the sale of the Project property, or as otherwise stipulated in negotiated agreements between the successful proposer and the BBCRA. Information regarding any legal or administrative actions, past or pending, that might impact the capacity of the proposer (or its principals or affiliates) to complete the Project must be disclosed. Disclosure of any bankruptcies by any of the above or related entities during the past ten years must be made with the RFP/RFQ. Financial information should be submitted in a separate, sealed envelope or package and marked 'confidential.' Financial information will be accepted only from the Proposer. n. A signed written statement of intent to purchase the Project property indicating the proposed purchase price along with a statement of willingness to execute a 01353549-2 Page 8 of 36 Purchase and Development Agreement within 90 days of selection if selected.Any Purchase and Development Agreement ("Agreement") will contain performance- based criteria and milestone timelines for items such as, securing debt funding, formal site plan application, commencement of construction, limitations on transferability or assignability of the Agreement without prior approval from the BBCRA, termination provisions for failure to meet the criteria listed and other provisions to adequately define the rights, duties and obligations of the parties. The Agreement may also contain a reverter clause. o. Provide authorization to Perform Credit Check for each proposer or Business entity. The Authorization must be executed by the appropriate officer of proposer entity (see Attachments "G" and "H" Disclosure and Authorizations to Perform Credit Check forms). p. A list of all civil and criminal legal actions in which each proposer entity (and its parent entity if it is a subsidiary) is currently a named party or was a named party in the past four years, providing the case number, case description, the state of jurisdiction,and disposition (or status) of each case. Proposer(s) may include any additional relevant information. If there are no legal actions to disclose, provide a written statement attesting to this fact. q. Provide a PowerPoint presentation of the proposal, consisting of no more than 1S slides. r. All other requirements contained in this RFP/RFQ including all attachments that request a proposal or information from the Proposer. s. An acknowledgement letter attesting that the proposer has read and understands all procedures and requirements of this RFP/RFQ (see Attachment"D"). 13.Submittal Requirements. a. Location and Deadline. Proposals must be received by the BBCRA at 100 E. Ocean Avenue,Boynton Beach, FL 3343S on or before October 23, 2020,no later than 3:00 p.m. Eastern Standard Time (the Deadline). Proposals received after to the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. Proposers may withdraw submitted proposals and resubmit at any time prior to the Deadline. b. Form and Number of Copies. Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one bound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the submitting proposer along with one unbound but clipped copies of the proposal and one digital copy of the complete proposal in PDF format on a labeled CD/DVD or thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: 01353549-2 Page 9 of 36 Request for Proposals and Developer Qualifications Cottage District Infill Housing Redevelopment Project Issue Date:August 17, 2020 Submittal Deadline: October 23, 2020, no later than 3:00 p.m. c. Completeness.All proposals must be complete upon submittal to the BBCRA. d. Signature. The proposal, and any documents submitted with the proposal that require a signature, must be signed by an individual authorized by proposer to legally bind and represent Proposer. e. Failure to Meet Submittal Requirements. The failure to meet the Deadline, submit a proposal that complies with the form and number of copies requirements, or submit a complete proposal may result in the proposal being rejected and returned at the sole discretion of the BBCRA. f. Proposal validity.Proposals shall remain valid and binding on Proposers for 180 days after the submittal date. 14.RFP f RFQ Documents. The following planning and site documents are included in this RFP/RFQ and may be obtained from www.boyntonbeachcra.co (click RFPs/RFQs/ITBs Tab on right hand side). • Geo-technical Report • Project Site Survey • Property Appraisal • 2016 BBCRA Redevelopment Plan • 2009 The Downtown Vision and Master Plan In addition, all Proposers are encouraged to walk the Project location and will be assumed to have performed all necessary inspections on the property. 15.RFP f RFQ Proposal Evaluation and Selection Process. The BBCRA staff shall review each proposal and make a determination as to whether each proposal meets the minimum submission requirements for review, including whether the proposal is complete, and whether it fully complies with the terms and conditions outlined in this RFP/RFQ.A Proposer's failure to provide a substantially complete RFP/RFQ proposal submission may result in the submission not being evaluated. The BBCRA may request clarification of submitted information from any Proposer. The confidentiality of proprietary information from competing Proposers shall be maintained to the extent permitted by law. a. In addition to meeting the minimum requirements of this RFP/RFQ each proposal will be evaluated based on the information provided and on the following criteria, which are listed below in order of importance: 01353549-2 Page 10 of 36 L Experience in completing comparable development projects within markets similar to the project area. ii. Experience in development of affordable or workforce attached and detached single family fee simple products and/or developments. iii. Project's adherence to the goals and objectives of the RFP/RFQ and referenced BBCRA planning documents, adherence to items listed in Paragraph 6, "Architectural and Design Considerations," and Paragraph 10, "Requirements for the Proposed Project,"resident amenities, and public benefits. iv. Proposed financial terms, purchase price, development and operating pro forma. v. Proposed plan or program to use local contractors, sub-contractors and laborers in the Project. b. After the BBCRA staff reviews the proposals for completeness and evaluates the proposals based on the criteria above, the BBCRA staff will present the results of the review and evaluation process to the BBCRA Board at a public meeting. The BBCRA Board will then consider all proposals that meet the minimum submission requirements for review. c. The Proposers may be asked to present their PowerPoint slide presentation before the BBCRA at their regularly scheduled meeting in the City Commission Chambers at City Hall located at 100 E. Ocean Avenue. In addition to a presentation to the BBCRA Board, the Proposers may be asked to present their Proposals before the BBCRA Advisory Board at their regular meeting. The BBCRA Advisory Board acts as a recommendation body to the BBCRA Board. d. At the conclusion of the public presentations, a proposer may be selected by the BBCRA Board. However, the BBCRA Board is under no obligation to select a proposer regardless of their ranking, and can, at its sole discretion, opt to terminate the RFP/RFQ process or continue the process to a subsequent meeting. e. The existence of a contractual relationship between a proposer and the BBCRA is contingent upon successful negotiations between the BBCRA and a selected Proposer, and execution of an agreement by both parties. Therefore, upon selection of a successful Proposer, the BBCRA and the successful proposer will then enter into negotiations for a Purchase and Development Agreement that will contain terms substantially similar to those contained in the successful proposal and this RFP/RFQ. L Any Purchase and Development Agreement mustbe in a form approved by the BBCRA Board and BBCRA legal counsel. ii. If the BBCRA and the successful proposer are not able to agree upon a Purchase and Development Agreement satisfactory to both parties within 90 days of the selection of the successful proposer, the proposer shall have the right to terminate the negotiations. The BBCRA may terminate negotiations at any time for any reason. 01353549-2 Page 11 of 36 iii. If the BBCRA sends an agreed-upon Purchase and Development Agreement, or sends a Purchase and Development Agreement with a communication that informs the proposer that the agreement constitutes the BBCRA's final offer, and the proposer fails to return an executed copy of the provided Purchase and Development Agreement within 30 days of receipt of such agreement from the BBCRA, the negotiations are deemed terminated unless the BBCRA explicitly extends the deadline in writing. iv. The BBCRA may withdraw its offer of agreement,including a final offer,at any time prior to acceptance of such agreement. v. Upon termination of negotiations or withdrawal of the offer of agreement,the BBCRA may move forward as it deems appropriate, which may include entering into negotiations with another Proposer, re-advertising the RFP/RFQ electing to terminate the RFP/RFQ process, or any other action it deems to be in the best interest of the BBCRA. f. Any transfer of the property from the BBCRA to a proposer may be subject to approval of the City of Boynton Beach. 16.Tentative Schedule. The following tentative schedule is anticipated for actions related to this RFP/RFQ.All dates, times,and locations are subject to change.All changes will be posted to the BBCRA's website at www.boyntonbeachcra.co . Issue Date: August 17, 2020 Request for Information Deadline: October 12, 2020, 5:00 p.m. Submittal Deadline: October 23,2020,by 3:00 p.m.,BBCRA Office Presentation to the BBCRA Advisory Board*: November 5, 2020, at 6:30 p.m., City Hall Presentation to BBCRA Board*: November 10, 2020, at 5:30 p.m., City Hall Purchase &Development Agreement to BBCRA Board*: January 12, 2021, at 5:30 p.m., City Hall (*Note:Dates above subject to change—registered interested parties will be notified by email of changes, if any) 17.Contact and Questions a. Contact Information. All correspondence, questions, and requests for clarifications related to this RFP/RFQ must be directed to the person designated as the procurement officer for this RFP/RFQ: 01353549-2 Page 12 of 36 Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, Florida 33435 Phone: (561) 600-9091 Email: Si on @bbfl.us b. Form of Contact; Answers in the Form of Addenda. All correspondence, questions, requests must be submitted in writing via email to the person identified above and may be submitted at any time but no later than 5:00 p.m., on October 12, 2020.All answers to questions, clarifications,and interpretations will be issued in the form of addenda, which become part of this RFP/RFQ. The proposer must acknowledge receipt of each addenda by completing the Addenda Acknowledgement Form and including it with the submitted Proposal (see Attachment "U). It is the responsibility of all proposers to obtain, review and respond to any and all addenda issued. Oral explanations, information, and instructions shall not be considered binding on the BBCRA. All proposers are encouraged to independently verify the accuracy of any information provided. Neither the BBCRA nor any of its agents or employees shall be responsible for the accuracy of any oral information provided to any proposer, or to any assumptions made by Proposer. Written proposals to all written questions submitted shall be maintained by the BBCRA in the RFP/RFQ file. c. Limitations on Communications; Cone of Silence; No Lobbying. proposer or persons acting on Proposer's behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the BBCRA posting the notice of intended award (excluding Saturdays, Sundays, and state holidays), any employee, officer, or board member of the BBCRA concerning any aspect of this RFP/RFQ except in writing to the procurement officer or as provided in the RFP/RFP documents. Violation of this provision may be grounds for rejecting a proposal. Further, during the same time period, proposer or persons acting on Proposer's behalf may not contact any BBCRA Advisory Board Member, or any other person working on behalf of the BBCRA on any matter related to this RFP/RFQ. Communication prohibited by this RFP/RFQ or by any other state,federal,or local law or regulation, may cause an individual or firm to be disqualified immediately from participating in the proposal or selection process. Any violation of this condition may result in rejection and/or disqualification of the Proposer's proposal. For purposes of this section,persons acting on Proposer's behalf shall include,but not be limited to, the Proposer's employees, partners, attorneys, officers, 01353549-2 Page 13 of 36 directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the Proposer. This "Cone of Silence/No Lobbying" is in effect from the date of publication of the RFP/RFQ and shall terminate 1) at the time the BBCRA Board selects a Proposer, rejects all proposals, or otherwise takes action which ends the solicitation process; or 2) at the end of the 72-hour period following the BBCRA posting the notice of intended award, excluding Saturdays, Sundays, and state holidays,whichever is later. 18.Disclosure and Disclaimer. Proposer understands and acknowledges that to the extent permitted by law, the BBCRA retains all rights, at its sole and absolute discretion,to: a. Withdraw this RFP/RFQ at any time; b. Modify the schedule associated with this RFP/RFQ; c. Issue addenda to this RFP/RFQ; d. Request additional information, clarifications, or assurances from one or more Proposers or prospective Proposers; e. Reject any and all proposals; f. Refrain from awarding an agreement as a result of this RFP/RFQ; g. Verify the accuracy of any information provided; h. Accept proposals that deviate from this RFP/RFQ; L Disqualify or reject proposals that are incomplete, untimely, or unclear; j. Re-advertise this RFP/RFQ and accept new proposals; k. Obtain economic feasibility studies or third party evaluations with regard to any part of any proposal; 1. Evaluate the proposals through any process that complies with the BBCRA Procurement Policy, this RFP/RFQ and applicable Florida Statutes, m. Select the one or more successful proposals or Proposers it deems will be in the best interests of the BBCRA,regardless of which proposal appears to offer the best monetary value to the BBCRA; n. Waive any required element or condition found in this RFP/RFQ for all proposals or for a specific proposal; o. Waive any formalities associated with this RFP/RFQ; p. Negotiate agreements, abandon or withdraw from negotiations, approve agreements, and take other similar actions as a result of this RFP/RFQ. Any proposer who submits a proposal in proposal to this RFP/RFQ fully acknowledges all the provisions of this disclosure and disclaimer and agrees to be bound by the terms hereof. In the event of any differences between this disclosure and disclaimer and the balance of the RFP/RFQ, the provisions of this disclosure and disclaimer shall govern. If proposer fails to fully comply with all requirements of this RFP/RFQ proposer or proposer's proposal may be disqualified. 01353549-2 Page 14 of 36 19.Protests. The BBCRA Bid Protest Policy is available upon request. Submittal of a proposal constitutes acceptance of this policy. 20.Non-Discrimination. The selected Proposer,on behalf of itself,its successors and its assigns,agrees that no person shall, on the ground of race, color, disability,national origin, religion,age,familial status,sex, or sexual orientation, be subjected to discrimination in any way that is associated with the RFP/RFQ, the BBCRA, the proposal, any agreement resulting from this RFP/RFQ, or the Project. 21.Permits, Taxes. Licenses and Laws. The successful proposer will be required to pay for and/or obtain, at its own expense, all permits, licenses, fees, and taxes required, and to comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to responding to this RFP/RFQ and carrying out the Project. 22.Sensitive and Proprietary Information. The BBCRA will maintain the confidentiality of sensitive and proprietary information to the extent permitted by law. The BBCRA will consider all other information, documentation and other materials submitted in proposal to this RFP/RFQ to be of non-confidential and or non- proprietary nature and therefore subject to public disclosure under Chapter 119 of the Florida State Statutes. 23.Public Records. The BBCRA is public agency subjectto Chapter 119,Florida Statutes.The successful proposer shall comply with Florida's Public Records Law. Specifically,the successful proposer shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the BBCRA in order to perform the service; b. Provide the public with access to such public records on the same terms and conditions that the BBCRA would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; c. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining public records and transfer to the BBCRA, at no cost, all public records in possession of the proposer upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt.All records stored electronically must be provided to the BBCRA in a format that is compatible with the information technology systems of the BBCRA. 01353549-2 Page 15 of 36 IF PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS RFP/RFQ, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 600- 9091; 100 E.Ocean Avenue,4th Floor,Boynton Beach,Florida 33435,SimonM@bbfl.us. 24.Public Entity Crimes Statement. 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, proposal, or reply on a contract to provide any goods or services to a public entity;may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies 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 s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. In order to qualify for consideration under this RFP/RFQ, proposer must complete and attach Attachment"J,"Public Entity Crimes Statement. 25.Drug Free Workplace Certification Preference shall be given to Proposer(s) with drug free work programs,under the standards described in Section 287.087, Florida Statutes.Whenever two (2) or more proposals that are equal with respect to price, quality and service are received by the BBCRA or by any political subdivision for the procurement of commodities or contractual services,a proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. In order to receive such preference, the proposer shall complete and submit with its proposal the attached certification,Attachment"K," Drug Free Workplace Certification. END OF MAIN DOCUMENT PROCEED TO ATTACHMENTS 01353549-2 Page 16 of 36 List of Attachments: A. Project Location Map B. Project Location Survey C. Proposer Information D. Acknowledgement Letter E. Design Examples F. Energy Efficiency Guidelines Checklist G. Disclosure and Authorization to Perform Credit Check H. Authorization to Perform Credit Check I. Authorization for Release of Information J. Public Entity Crimes Statement K. Certification of Drug Free Workplace Program L. Addenda Acknowledgement M. Certification of Non-Scrutinized Entity 01353549-2 Page 17 of 36 ATTACHMENT "A" PROJECT SITE LOCATION MAP a 41 rs M }� , } IIS 1 i i „ 01353549-2 Page 18 of 36 -(b' dd 9t 30vd'SZ'e �d)NO 33015 ANNI76 tN0018'S45101 ...9Zl tStl .... (h (-aJ8d 6S 39tld ZEd)N'II S08 DI IOIAO IOIIOHVd3H6 Y < _ f £NOOIB'B 8 4'E Z't 510130 ShOI1t30d N W W 9NIddVkV?5NlA3AHns a�Og Btl'8�� — 8LpZ1LtiEp � 'ON7`S31V700SSd8WOt1(hV Am ns DINdvN'JOdO1F AWGNn(>e d A38iS 14 3 N — _ i.LO'Zt£ .t. 3.SZ.m,s �' a rr. ` aS i " 0 o r v 3 .b6'6tr/ M..£Z.tS,40N r W ti 11 z m 89'Btrl 3.sZ lEot05 o — _ z i t x s -- ———i Z = x k e � r s H 0066 M.sZ VE LON �. U C �€ Lt 66 3.q Zul£>40S � s Hui ,Os'604 MSZ.tE,�ON s IN -14 0 3 R r y` I � r a i 1 a i r y 5 P� a . M..Ls.tE>69N, ... -- -- OaVA3l(1O91S3a�V3S 4. i e= k SF 1 S m ¢ � 5 � � 6 a fr FS p 5 o. E S E E� _ sl iF - €m m.E & k E S $ 21 iR ai Z iYLY 4 – l8 c Y o r� a, m E P 4 n i L a ATTACHMENT "C" PROPOSER(S) INFORMATION Name: Street Address: Mailing Address (if different): City, State, Zip: Telephone No. : Fax No: Email Address of Contact Person: Ownership Status - Is the company currently for sale or involved in any transaction to expand or to be acquired by another business entity? If yes, please explain the impact to the organization and management efforts. Age of Organization - In continuous business since: Leadership - List Corporate Officers, Principals, Partners or owners of your Organization with titles and addresses. If a publicly held company, list Chairman of the Board, CEO, and President: Federal Identification No.: State of Incorporation & Registration No.: If not a corporation, explain your status: 01353549-2 Page 20 of 36 ATTACHMENT "D" ACKNOWLEDGMENT LETTER PROPOSER(S) SHALL INCORPORATE THIS ACKNOWLEDGEMENT LETTER IN THEIR SUBMITTAL PACKAGE ********************************************************************************** Re: Boynton Beach Community Redevelopment Agency Request for Proposal/Request for Qualifications (RFP/RFQ) dated August 17, 2020 Cottage District Infill Housing Redevelopment Project To Whom It May Concern: The undersigned has read the Boynton Beach CRA(BBCRA) Request for Proposal/Request for Qualifications (RFP/RFQ) for the Cottage District Infill Housing Redevelopment Project, dated August 17, 2020. On behalf of proposer identified below and our proposal team, we agree to and accept the terms, specific limitations, and conditions expressed therein. We have read, rely upon, acknowledge and accept the BBCRA's disclosure and disclaimer, which is fully incorporated by reference into this letter, and certify that all of the requirements as described in the RFP/RFQ are met and all required documents are enclosed. We further certify that all information presented in this proposal,and all of the information furnished in support of the proposal,is true and complete to the best of our knowledge and belief, and we are aware of the fact that making false statements or presenting false information that results in an Agreement may be penalized to the maximum extent allowed by law. Sincerely, Name of Proposer Print Name and Title Authorized Signature Date 01353549-2 Page 21 of 36 ATTACHMENT "E" DESIGN EXAMPLES LOCAL HISTORIC ARCHITECTURAL EXAMPLES G, t: �{Y d �Y 1„ i a Y ti 01353549-2 Page 22 of 36 ATTACHMENT "E" (continued) SAMPLE ELEVATIONS - 7-1 at ILI 9 r, Rt „ j .. a , , 9 , z t, �'j v'" , — �F ,•a�A i —j- 01353549-2 Page 23 of 36 ATTACHMENT "E" (continued) Alternative Carport Options and Urban Neighborhood Site Plan Concepts P' Riga K �k graphics below by Looney Ricks Kiss Architects, Inc. 1"KJNh LAT)¢6.� a ,f g� �arARe A M1 lie:er w�yta'pnn tx Cywa d'RWtuw Atln.s,rmakxi a # k i� Mr ka 41"'—" rt a a h., to6, +oae ( L�som .4 a a t a x:rx !1k ,emm— Ric Ale 1,m&'f caw r �m 4'4'�� aka h. l ' $ wA W t a JA MSg^— qr -..es r. Lip tY4➢ds 6'k W- 1.' 1 1• f ! tl 9� gym' Ur fi7>t+w,9a 3 N44"'. n F x�'Us am�r xv+.9� +� avea�.u.«kFt.^w arca as�u�Saa ca r.w. 01353549-2 Page 24 of 36 graphics below by Looney Ricks Kiss Architects, Inc. 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Energy-efficient Construction Techniques and Products ❑ Proper installation of insulation to ensure even temperatures throughout the house per FBC-Residential requirements ❑ Installation of high performance impact windows per Florida Building Code (FBC)- Residential requirements ❑ Installation of energy-efficient HVAC systems - Energy Star compliant ❑ Installation of new Energy Star compliant products including light fixtures, LED bulbs, ventilation and exhaust fans and appliances (refrigerators, dishwashers, and washer/dryer machines) Improved Indoor Environments ❑ Building envelope, duct systems and vents must be properly sealed to prevent cracks and holes ❑ Carpet, pads, and other surface materials and installation must comply with the Carpet and Rug Institute's Green Label Certification ❑ Utilization of only low Volatile Organic Carbon paints, finishes, and sealants ❑ Utilization of proper water vapor barrier and other applicable sealing methods to eliminate any possibility of mold ❑ Installation of programmable thermostats in all units Increased Water Efficiency ❑ Installation of low volume, non-spray irrigation system ❑ Incorporation of landscape practices recommended by the University of Florida's Florida Friendly Landscape Program (http://fyn.ifas.ufl.edu/) and compliance with the Landscape Regulations of the City of Boynton Beach. ❑ Installation of low flow toilets and sink faucets 01353549-2 Page 29 of 36 ATTACHMENT "G" DISCLOSURE AND AUTHORIZATION TO PERFORM CREDIT CHECK An authorization to Perform Credit Check will need to be completed by each Principal/Owner. For Principal f Owner: (Please use a separate form for each principal/owner) As Principal/Owner of Proposer, I (name) hereby affirm I have read the above disclosure, and consent to and authorize the Boynton Beach Community Redevelopment Agency's (`BBCRA") investigation into my credit worthiness. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of my credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S., and I may request a copy of any information provided to the BBCRA as part of the BBCRA's investigation into my creditworthiness. I grant such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. I hereby waive any and all claims,past present or future,which I may have against the BBCRA by reason of any credit investigation made pursuant to my consent and authorization herein given to the BBCRA. Proposer Name: Principal/Owner Name: Date of Birth: Current Home Address: Previous Home Address: Email: Phone #: Signature: Date: Print Name: 01353549-2 Page 30 of 36 ATTACHMENT "H" AUTHORIZATION TO PERFORM CREDIT CHECK For Proposer (Business EntftyL. The proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the creditworthiness of the Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the Proposer's credit worthiness on behalf of the BBCRA, including independent contractors and credit agencies retained by the BBCRA for such purpose. Any information provided to the BBCRA is a public record subject to the provisions of Ch. 119 F.S. Proposer grants such consent and authorization to the BBCRA for the period commencing as of the date of this authorization and terminating at the time a Proposal is selected by the BBCRA Board. This proposer hereby waives any and all claims, past present or future, which the proposer may have against the BBCRA by reason of any credit investigation made pursuant to Proposer's consent and authorization herein given to the BBCRA. An authorization to Perform Credit Check will need to be completed by each Principal/Owner and by the Business. Proposer (Business) Name (D/B/A if applicable): Current Business Address: Federal Tax ID# State of Incorporation: Phone #: Fax#: Authorized Signature: Date: Print Name: Title: 01353549-2 Page 31 of 36 ATTACHMENT "I" AUTHORIZATION FOR RELEASE OF INFORMATION To whom it may concern: The undersigned hereby authorizes you to release to the Boynton Beach Community Redevelopment Agency (BBCRA) or the City of Boynton Beach any information in your possession regarding the undersigned either of a professional credit or personal nature including the statement of your opinions with regard to the undersigned's professional credit and personal character, or of the proposer identified below. The undersigned also authorizes you to release to the Boynton Beach Community Redevelopment Agency (BBCRA) or the City of Boynton Beach any information in your possession regarding the business identified as "proposer"below. By: STATE OF FLORIDA COUNTY OF PALM BEACH THE FOREGOING INSTRUMENT was acknowledged before me this day of . 2020,by who is personally known to me or who has respectively produced as identification and did not take an oath. Notary Public: Print Name: Commission No: (Seal) My Commission Expires: Name: Home Address: Home Telephone Number: Business Telephone Number: Fax Number: Date of Birth: Professional License Number: Proposer (Business) Name: 01353549-2 Page 32 of 36 ATTACHMENT "J" PUBLIC ENTITY CRIMES STATEMENT A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not: submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;submit a bid proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; submit bids, proposals, or replies on leases of real property to a public entity; be awarded or perform work as a contractor, supplier,subcontractor or consultant under a contract with any public entity;or transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes,for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. As the person authorized to sign the Statement, I certify that proposer has not been placed on the convicted vendor list within the past 36 months and complies fully with the above requirements. Proposer Name Authorized Signature Print Name Title Date 01353549-2 Page 33 of 36 ATTACHMENT "K" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify that . the proposer responding to this RFP/RFQ, maintains a drug-free workplace program, and that the following conditions are met: (1) Proposer publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying the actions that will be taken against employees for violations of such programs. (2) Proposer informs employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Proposer gives each employee engaged in providing the commodities or contractual services included in this RFP a copy of the statement specified in Subsection (1). (4) In the statement specified in Subsection (1), proposer notifies the employee that, as a condition of working in the commodities or contractual services covered under this RFP/RFQ he/she will abide by the terms of the statement; and will notify the employer (Proposer) of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state,for a violation occurring in the workplace no later than five days after such conviction. (5) Proposer imposes a sanction on,or requires the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by,any employee who is convicted. (6) Proposer makes a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 287.087, Florida Statutes. As the person authorized to sign the statement, I certify that proposer complies fully with the above requirements. Authorized Signature: Date Name &Title (typed) 01353549-2 Page 34 of 36 ATTACHMENT "L" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the The Boynton Beach Community Redevelopment Agency Request for Proposals and Developer Qualifications Cottage District Infill Housing Redevelopment Project By entering checking YES or NO in the space provided and indicating date received. No. 1 ❑ Yes ❑ No Date No. 2 ❑ Yes ❑ No Date No. 3 ❑ Yes ❑ No Date No. 4 ❑ Yes ❑ No Date No. S ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other, please specify: Authorized Signature Print Name Title Date 01353549-2 Page 35 of 36 ATTACHMENT "M" CERTIFICATION OF NON-SCRUTINIZED COMPANY . as Proposer, hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the BBCRA determines that this certification is falsified or contains false statements, or that proposer is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the submittal of the Proposal or the execution of any agreement arising out of this RFP/RFQ, the BBCRA may disqualify the Proposal and/or terminate the agreement. Proposer Name By: Authorized Representative of Proposer Date: STATE OF COUNTY OF SWORN TO and subscribed before me this day of 20 , by . Such person (Notary Public must check applicable box): [ ] is personally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) 01353549-2 Page 36 of 36 Z1, B J T IN IV =BRAY E,/",��yy,'�`4q(�. i4 g CO&WL TY ENCY ADDENDUM NO. 1 TO REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT October 14, 2020 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of the BBCRA-owned properties within the Heart of Boynton District. These properties, collectively known as the Cottage District Infill Housing Redevelopment Project Site, are located between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 1 st Street, Boynton Beach, Florida (the "property" or"Project property"). The intent of this RFP/RFQ Addendum is to address to address any errors or misprint, provide supplement information, or provide clarification when requested. Proposers submitting proposals for the above- referenced project shall take note of the following changes, additions, deletions clarifications, etc., to the RFP/RFQ which shall become a part of and have precedence over anything shown or described otherwise. Question #1: On pages 7-9 in Section 12. Required Elements of Proposals, there are multiple instances of"If the Proposal is submitted by more than one entity, each entity much provide the requested information separately." Does separately mean that the CRA would like each team member to include this requirement in the proposal package or does the CRA intend each team member to submit this requirement separately to the CRA under separate cover? Answer: It is the intent of Section 12 to request information from the Proposer(s)where specified. The Proposer is the entity that will be entering into a Developer's Agreement with the BBCRA, not each of the professions that contribute to the Project. An example of a two Proposer submission where this would be applicable would be if a townhouse builder and a detached single-family housing builder"teamed" up to submit one proposal under one legal entity such as, but not limited to, a joint venture, LLC, or partnership. All necessary information from each builder will need to be combined into one proposal packet. Question #2: Would the CRA please specify which forms, if any, are required to be submitted by team members other than the Proposer? Answer: See response given to Question 1 above. Question #3: 3.a. Section 12, letter q. requires the inclusion of a PowerPoint presentation in the proposal. Would the CRA please explain the purpose of this/intended audience? Answer: The PowerPoint presentation will be used during the CRAAB and BBCRA Board meetings. 3.b. If the PowerPoint presentation is intended to be used in a shortlist presentation, are we able to make changes to the presentation after the submittal date and before the presentation or supplement the presentation? Answer: No. 1 Addendum No.01 Question #4: In the included Geo-technical Report, is the stated 2000 psi the maximum soil bearing capacity, or did the CRA specify this as the limit? Answer: The BBCRA did not provide any specifications prior to the performance of the Geo- technical Report. Question #5: Will the CRA consider alternatives to on-street parking? Answer: Any and all alternatives submitted by a Proposer may be presented to the BBCRA Board for their consideration as part of the Proposal. Question #6: Due to the circumstances surrounding COVID-19, would you consider permitting the submission of electronic copies instead of hard copies? Answer: No. Question #7: Please provide a list of all registrants. Answer: The following entities/individuals have registered as of the publication date of this Addendum: • Ace Development • Centennial Management Corp • Franck Gotsman • Boynton Beach Cottage District Development, LLC • Fox Ridge Capital • Aina Development, LLC • Lavoid Johnson • KHovmanian Homes • Pulte Group • WGI, Inc. Question #8: Can the CRA share any community comments with respect to previous development proposals and/or CRA development of the site? Answer: All of the meeting minutes and meeting videos for BBCRA Board meetings can be found on the BBCRA's website: www.boyntonbeachcra.com Questions #9-13: Drainage 9. Can we continue to sheet flow or pipe connect runoff to road right-of-way? 10. Can we use a pre-post reduction approach? 11. The road abutting lots, can we isolate them and do a pre-post for each? 12. Can we eliminate the 25 yr berm for these perimeter lots? 13. Is Legal Positive Outfall required? Answer: As part of a Proposer's due diligence, all of the above questions regarding drainage may be directed to the City of Boynton Beach Utilities Department. Questions #14-18: Water Distribution 2 Addendum No.01 14. Can we feed the buildings from the rear? Where does the meter need to be? 15. Is there WM along NE 5th Avenue? 16. Can we have As-builts /Atlas Sheets 17. Do we need to sprinkle the buildings? 18. Meter bank or individual meters and service runs for Townhome Lots? Answer: As part of a Proposer's due diligence, all of the above questions regarding water distribution may be directed to the City of Boynton Beach Utilities Department. Questions #19-20: Sanitary Sewer 19. Is there capacity in the gravity system(s) surrounding the property (or is a lift station needed)? 20. Can SF units be served from the rear to avoid multiple roadway open cuts and new service taps in existing mains. Answer: As part of a Proposer's due diligence, all of the above questions regarding sanitary sewer may be directed to the City of Boynton Beach Utilities Department. Questions #21-25: Roadway 21. Is a 32-ft Road Right-of-Way acceptable for the interior proposed loop road? 22. Sidewalk along NE 4th Avenue is not continuous? 23. Does it span the private lots that are remaining? 24. If the above is the case, the SWK would be on private property; how do we go about this? 25. Utility taps: what are the City's restoration requirements (limits of reconstruction and milling & resurfacing)? Answer: As part of a Proposer's due diligence, all of the above questions regarding roadways may be directed to the City of Boynton Beach Utilities & Public Works/Engineering Departments. Question #26: Site Plan 26. What are the setback requirements for the various products? Answer: As part of a Proposer's due diligence, all site specific questions regarding development regulations for the proposed product may be directed to the City of Boynton Beach Planning & Development Department. END OF ADDENDUM No. 1 3 Addendum No.01 APPRAISAL REPORT BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY PROPERTY OWNERSHIP of 4.346 Acres of Land between NE 4th AVENUE & NE 5th AVENUE, east of SEACREST BLVD& NE 1St STREET BOYNTON BEACH,FLORIDA 33435 by Vance Real Estate Service 7481 Northwest Fourth Street Plantation,Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue Boynton Beach, FL 33435 August 10, 2020 sf, Vance Real Estate Service t= r E August 10>2020 Boynton Beach Community Redevelopment Agency ,`�sf, 100 East Ocean Avenue Boynton Beach, FL 33435 i RE: 4.346 acres of land,between NE 4"'Avenue&NE 5h Avenue,between Seacrest Blvd & NE lst Street, Boynton Beach, FL 33435 (Legal description is in the report) Ladies and Gentlemen: ! In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of August 10, 2020. The report sets forth our value conclusion, along with data and reasoning supporting our value opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2020-2021). This report is for exclusive use of the client for possible disposition of the appraised property. i Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. ONE MILLION EIGHT HUNDRED NINETY-THREE THOUSAND DOLLARS 1 893 000 I (THIS LETTER MUST REMAINATTACHED TO THE REPORT WTH EIGHT-NINE(89)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID.) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 MBA in REAL ESTATE DEVELOPMENT&MANAGEMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 -- TABLE OF CONTENTS Pate Number Title Page i Letter of Transmittal ii Table of Contents iii INTRODUCTION 4 Photos of the Appraised Property 5 Aerial views 7 1-3-5 Mile Location Map 10 1-3-5 Mile Demographic Statistics 11 Sketch of Survey 13 Parcel Identification No. Map 14 Zoning Map & Land Use Map 15 Summary of Important Facts and Conclusions 16 DESCRIPTIONS ANALYSES & CONCLUSIONS 17 I entity of Client and Intended User 18 Intended Use 18 Identification of Real Estate Appraised 18 Ownership 18 Legal Description 18 Real Estate Tax Data 19 Market Area Description 20 Land Use & Zoning 25 Site Description 26 Real Property Interest Appraised 27 Appraisal Purpose and Definition of Market Value 27 Effective Dates of the Appraisal and Report 28 Scope of the Work 28 Summary of Information Considered 29 Property History 30 Highest and Best Use 30 SALES COMPARISON APPROACH-LAND VALUATION 33 Land Sales es Location map 34 Land Sales documentation 35 Land Sales Comparison and Adjustment Chart 62 Valuation by the Sales Comparison Approach 63 FINAL VALUE OPINION 66 Certification and Limiting Conditions 67 ADDENDA 69 Zoning information 70 USPAP Standards Rule 2-2a 78 Qualifications of the Appraisers 81 INTRODUCTION t o-x F, Yom; r T1s STREET SCENE OF NE 1ST STREET, LOOKING NORTH li I I I III � r, r „ r r£ Iri lt,ft 1 ,4s t _ r f f, r ... 4- a ` 3 "t STREET SCENE OF NE 4TH AVENUE, LOOKING WEST 5 ink — my r BOWL � 1 ._ �n ;. STREET SCENE OF NORTH SEACREST BLVD, LOOKING NORTH p � t I r � •-, �-. _ fly r t � r t STREET SCENE OF NE 5TH AVENUE, LOOKING EAST 6 1 a t e r , 5 1 , o- AERIAL VIEW OF THE APPRAISED PROPERTY, LOOKING NORTH , �a „ t ;t, , i v i; m snt, - i i t .44t't AERIAL VIEW OF THE APPRAISED PROPERTY, LOOKING WEST -- ry t u 1 G l t — AERIAL VIEW OF THE APPRAISED PROPERTY, LOOKING EAST ai— k y i S , } q; AERIAL VIEW OF THE APPRAISED PROPERTY, LOOKING SOUTH s A, 4 it n r f I M� f I (r I til I= C I � pp tr i f p 9 � t Iv s 0f �q Warth" R t ti,h Florida ii Lantana s f ( kpt t t " �- ,�' ttrri ep i�aftAy Eli,�iLeh a Kirvapa Paiir%1 �Home 0 4�,�� I. � ighinnd SaAeSh 1-3-5 MILE RADII FROM THE VALUED PROPERTIES 145 NE 4 Avenue Boynton Beach, Florida 10 • Gesn" Prepared by VANCE REAL ESTATE SERVICE 145 NE 4th St, Boynton Beach, Florida, 33435 Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Population 2000 Population 11,649 65,069 155,235 2010 Population 11,943 72,927 171,739 2020 Population 14,168 82,021 189,961 2025 Population 15,795 88,008 201,763 2000-2010 Annual Rate 0.25% 1.15% 1.02% 2010-2020 Annual Rate 1.68% 1.15% 0.99% 2020-2025 Annual Rate 2.20% 1.42% 1.21% 2020 Male Population 49.3% 47.9% 47.6% 2020 Female Population 50.7% 52.1% 52.4% 2020 Median Age 43.1 44.6 47.4 In the identified area, the current year population is 189,961. In 2010, the Census count in the area was 171,739. The rate of change since 2010 was 0.99% annually.The five-year projection for the population in the area is 201,763 representing a change of 1.21% annually from 2020 to 2025. Currently, the population is 47.6% male and 52.4%female. Median Age The median age in this area is 43.1, compared to U.S. median age of 38.5. Race and!Ethnicity 2020 White Alone 48.9% 59.0% 63.8% 2020 Black Alone 43.7% 32.3% 27.1% 2020 American Indian/Alaska Native Alone 0.3% 0.3% 0.3% 2020 Asian Alone 1.1% 1.9% 2.2% 2020 Pacific Islander Alone 0.0% 0.0% 0.0% 2020 Other Race 3.3% 3.7% 3.9% 2020 Two or More Races 2.6% 2.8% 2.6% 2020 Hispanic Origin (Any Race) 15.0% 17.9% 18.3% Persons of Hispanic origin represent 18.3% of the population in the identified area compared to 18.8% of the U.S. population. Persons of Hispanic Origin may be of any race.The Diversity Index, which measures the probability that two people from the same area will be from different race/ethnic groups, is 66.3 in the identified area, compared to 65.1 for the U.S. as a whole. Households 2020 Wealth Index 85 90 106 2000 Households 4,625 28,342 67,943 2010 Households 4,789 31,354 74,199 2020 Total Households 5,772 35,282 81,636 2025 Total Households 6,455 37,852 86,562 2000-2010 Annual Rate 0.35% 1.02% 0.88% 2010-2020 Annual Rate 1.84% 1.16% 0.94% 2020-2025 Annual Rate 2.26% 1.42% 1.18% 2020 Average Household Size 2.45 2.29 2.30 The household count in this area has changed from 74,199 in 2010 to 81,636 in the current year, a change of 0.94% annually. The five-year projection of households is 86,562, a change of 1.18% annually from the current year total. Average household size is currently 2.30, compared to 2.29 in the year 2010.The number of families in the current year is 46,555 in the specified area. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2020 and 2025. Esri converted Census 2000 data into 2010 geography. August 13, 2020 11 • Gesn" Prepared by VANCE REAL ESTATE SERVICE 145 NE 4th St, Boynton Beach, Florida, 33435 Rings: 1, 3, 5 mile radii 1 mile 3 miles 5 miles Mortgage';Income 2020 Percent of Income for Mortgage 20.9% 17.7% 18.8% Median Household Income 2020 Median Household Income $49,510 $54,400 $56,865 2025 Median Household Income $54,399 $58,412 $61,782 2020-2025 Annual Rate 1.90% 1.43% 1.67% Average Household Income 2020 Average Household Income $76,262 $78,217 $83,010 2025 Average Household Income $84,929 $86,248 $92,023 2020-2025 Annual Rate 2.18% 1.97% 2.08% Per Capita Income 2020 Per Capita Income $31,744 $33,848 $35,802 2025 Per Capita Income $35,399 $37,298 $39,606 2020-2025 Annual Rate 2.20% 1.96% 2.04% Households by Income Current median household income is$56,865 in the area, compared to $62,203 for all U.S. households. Median household income is projected to be $61,782 in five years, compared to $67,325 for all U.S. households Current average household income is$83,010 in this area, compared to $90,054 for all U.S. households. Average household income is projected to be $92,023 in five years, compared to $99,510 for all U.S. households Current per capita income is $35,802 in the area, compared to the U.S. per capita income of$34,136. The per capita income is projected to be $39,606 in five years, compared to $37,691 for all U.S. households Housing 2020 Housing Affordability Index 111 128 120 2000 Total Housing Units 5,725 34,157 81,060 2000 Owner Occupied Housing Units 3,062 20,409 51,405 2000 Renter Occupied Housing Units 1,564 7,933 16,538 2000 Vacant Housing Units 1,099 5,815 13,117 2010 Total Housing Units 6,578 40,170 92,393 2010 Owner Occupied Housing Units 2,883 20,052 51,999 2010 Renter Occupied Housing Units 1,906 11,302 22,200 2010 Vacant Housing Units 1,789 8,816 18,194 2020 Total Housing Units 7,732 43,814 99,236 2020 Owner Occupied Housing Units 3,338 21,507 55,152 2020 Renter Occupied Housing Units 2,434 13,775 26,484 2020 Vacant Housing Units 1,960 8,532 17,600 2025 Total Housing Units 8,545 46,674 104,565 2025 Owner Occupied Housing Units 3,567 22,462 57,279 2025 Renter Occupied Housing Units 2,888 15,390 29,283 2025 Vacant Housing Units 2,090 8,822 18,003 Currently, 55.6% of the 99,236 housing units in the area are owner occupied; 26.7%, renter occupied; and 17.7% are vacant. Currently, in the U.S., 56.4% of the housing units in the area are owner occupied; 32.3% are renter occupied; and 11.3% are vacant. In 2010, there were 92,393 housing units in the area - 56.3% owner occupied, 24.0% renter occupied, and 19.7% vacant. The annual rate of change in housing units since 2010 is 3.23%. Median home value in the area is$255,403, compared to a median home value of$235,127 for the U.S. In five years, median value is projected to change by 2.36% annually to$287,048. Data Note:Income is expressed in current dollars. Housing Affordability Index and Percent of Income for Mortgage calculations are only available for areas with 50 or more owner-occupied housing units. Source:U.S. Census Bureau,Census 2010 Summary File 1. Esri forecasts for 2020 and 2025. Esri converted Census 2000 data into 2010 geography. August 13, 2020 12 Wn n(tl £N0018e8dSLOl �8gtlEeO08 0ry0I HS SZ'l IQA 1'9 t 'IISIOl3OS1OId s tBGI .... NWW `JNtddVIN B`JN(A3A`J(7S LOvLt/YO JJS ._ 8 aN`S31V7 OM 8WOHIAV "1 xe - Amdn8 DIHdvNc)odQ1F AWGNn(>e g - �. tf 13 — _ +<� 3N1S ts4 3N _ � 4 0 m x o r v 3 26'6tr/ M.,£Z.tS,40N r W ti 11 z m 89'Btrl 3..4Z lEot05 o — _ o i t x s e —— = K w i -- J1 •-� 66 Mx9Z LE LON R. e d I^ PF 7 LLX N. xl s;Ir �s. iioA � fr � I Lt 66 9.97H1£>40Svii S1 r W ( — 604 M.9Z.tE,�ON S v I h � m _ KALS&MON w f s 9r5 m r 6Y s 4 i w I" v r � I ` ., I " Gl -.. — -- OWA3inoaiS3N6v3s 3 - m ¢ � 5 " � � 6 > E E _ - l8 c Y m E v P 4 n i La mat ix iso r^ s A5 ; I}, O i tt , r „ 9 I� -- 4' 44 t1 ro � h - I � I 4 a uj ititv{Iss r i , � � i` ` ' t B �Aw q -03c tf,aA 5F�yta,r u�;fiSf � E - , U �S �� d �� ti^t f:uda, �y,i� �t� � pS�=t�" s��R v i�� ti S�t\� $''�rl�1 '��, - �{' ;•t,' it, t rq r t ac J � t � �� t �_ o- �� s.� �•- 4 ikj l SO ZONING MAP ppraised Property fi « ti c r i t Sc a .\itis tu' qyy! G F u« a 0 � 1 " �'.� �� ,.��}�f{{u t �� ' � � �„ � �� t�``_s�>`��, .' �� of '� - � 1, t•': 4 {tt ry FUTURE LAND USE MAP Appraised Property 15 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY APPRAISED: 4.346 acres of vacant land between NE 4t' Avenue & NE 5t' Avenue, east of Seacrest Boulevard to NE lst Street, Boynton Beach, FL 33435 OWNERSHIP: Boynton Beach CRA 100 East Ocean Avenue, Boynton Beach, FL 33435 LAND AREA: 189,290 square feet or 4.346 acres (size from sketch of survey). The property is identified by the Palm Beach County Property Appraiser as 18 parcels and a vacated alley. The Boynton Beach CRA has assembled the parcels to function as one property and constitute the larger parcel of this appraisal. All of the land is listed as having one owner. The parcels are adjacent to each other, with no physical barriers separating them. The highest and best use for the larger parcel is for one unified use of residential. The subject of this appraisal will be referred to as one property. Therefore, the opinion of value is developed for the larger parcel. BUILDING IMPROVEMENTS: None contributing to the highest and best use of the property CURRENT ZONING: "R-2", One & Two Family Residential District FUTURE LAND USE: "MDR", Medium Density Residential APPRAISAL PURPOSE: To develop an opinion of market value INTEREST APPRAISED: Fee simple CURRENT USE: Vacant, except 145 NE 4 Avenue which has an old duplex on the lot that does not contribute to the highest and best use of the property. HIGHEST AND BEST USE: Low density residential use of either detached single family dwellings or townhouses or a mix, with a density of approximately 10 dwelling units per acre VALUE: ONE MILLION EIGHT HUNDRED NINETY-THREE THOUSAND DOLLARS 1 893 000 VALUATION DATE: August 10, 2020 Exposure Time: 12 months prior to selling at the appraised value Marketing Time: 12 months immediately following the effective date of appraisal during which time the subject property could sell at the appraised value 16 DESCRIPTIONS, ANALYSES, CONCLUSIONS APPRAISAL REPORT This is an APPRAISAL REPORT that complies with Standard Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP 2020 - 2021) 2-2(a)(i) State the identity of the client; The client and intended user of this report is the Boynton Beach Community Redevelopment Agency. 2-2(a)(ii) State the identity of any other intended users by name or type; None 2-2(a)(iii) State the intended use of the appraisal; The intended use of the appraisal is for possible sale of the appraised property. 2-2(a)(iv) Contain information, documentation, and/or exhibits sufficient to identify the real estate involved in the appraisal, including the physical, legal and economic property characteristics relevant to the assignment; Ownership: Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue Boynton Beach, FL 33435 Property Appraised: 4.346 acres of vacant land between NE 4th Avenue & NE 5th Avenue, east of Seacrest Boulevard to NE 1st Street, Boynton Beach, FL 33435 Legal Description: Complete legal description on the sketch of survey, listed as the 18 parcels comprising the larger parcel which is the appraised property. Census Tract No. 61 18 APPRAISAL REPORT (continued) Real Estate Tax: Boynton Beach Community Redevelopment Agency (BB CRA) owns the appraised property, exempting it from taxation. Thus, no real estate tax is paid by the property owner. When a property is exempt from taxation, the market value assigned to it by the county appraiser may not be current or accurate. Following are real estate tax data about the 18 parcels in the appraised property. Parcel Control Number Appraised Value Assessed Value 08 43 45 2128 0010010 $21,000 $12,035 08 43 45 2128 0010020 21,000 9,664 08 43 45 2128 0010031 21,000 9,664 08 43 45 2128 0010041 21,000 9,664 08 43 45 2128 0010061 21,000 9,664 08 43 45 2128 0010071 21,000 9,664 08 43 45 2129 003 0011 21,000 16,789 08 43 45 2129 003 0013 21,000 16,789 08 43 54 2129 003 0012 21,000 11,693 08 43 45 2129 003 0020 105,000 48,718 08 43 45 2129 003 0032 21,000 9,354 08 43 45 2129 003 0033 105,000 32,210 08 43 45 2129 003 0034 35,700 27,929 08 43 45 2129 003 0041 35,700 27,929 08 43 45 2129 003 0051 21,000 9,664 08 43 45 2129 003 0081 21,000 9,664 08 43 45 2129 003 0071 23,100 11,693 08 43 45 2129 003 0014 111,760 106,404 Total $668,260 $379,837 Flood Zone: Zone "X", according to Map Numbers 12099C0787F, 789F, 791F, 793F. Zone "X" is not in a Special Flood Hazard Area. 19 APPRAISAL REPORT (continued) Market Area Description: Boundaries and Market Composition & Transportation Infrastructure The general market area is the City of Boynton Beach in eastern-central Palm Beach County. Population of the city is about 72,000 residents; land area of the municipality is about 16 square miles situated between Delray Beach on the south and Lake Worth on the north. The town was named for an early developer, Nathan Boynton, a former major in the Union Army in the Civil War. The city was founded in 1898 and incorporated in 1920. Most of the original buildings were destroyed in the hurricane of 1926, though a few remain. Those few which were constructed in the early 1920s that are still in use have had repairs and replacements over the decades changing their historical significance. Time and economic trends take a toll on properties; thus, in 1984 a redevelopment plan was adopted for the Community Redevelopment Area (CRA) in the city. It covers 1,650 acres in the central part of the municipality west of the Intracoastal Waterway. Agriculture and farming had been important activities in past centuries in Boynton Beach. Commerce came to the area when Henry Flagler extended the Florida East Coast Railway from West Palm Beach to Miami in 1896. The railroad was the main mode of transportation to bring visitors and manufactured products to the town as well as transporting produce grown in the vicinity out of the area to other cities in the southeastern United States. Freight trains still run through the subject market area on the FEC tracts. Higher speed, passenger Brightline train runs along the FEC tract, but does not stop in Boynton Beach. There are three depots with one in downtown Miami, one in downtown Fort Lauderdale and the third in downtown West Palm Beach. Boca Raton, Palm Beach County, and Aventura and the Port of Miami, Miami-Dade County will be the next depots. In the future, there may be commuter rail service along the FEC tracks with a station in downtown Boynton Beach; however, no plans have been announced. 20 APPRAISAL REPORT (continued) The immediate subject market area is one of the Boynton Beach CRA redevelopment districts known as the Heart of Boynton (HOB), containing 380 acres. This area is the historic, older part of the district with the following boundaries: Boynton Beach Canal (C-16) on the north, Florida East Coast (FEC) Railroad on the east, Interstate 95 on the west, and jagged line a few blocks north of Boynton Beach Boulevard as the south boundary, at about NE 3 Avenue. Within the HOB, is the "Cottage District", named for the architectural style of a few remaining older homes, and is the location of the appraised property. Boynton Beach Boulevard is the principal east-west artery in the subject market area, having an interchange with Interstate 95 on the west side of the neighborhood. The boulevard continues west through Palm Beach County to its terminus at State Road 7/ U S Highway 441. Two miles east of State Road 7, it has an interchange with Florida's Turnpike. Boynton Beach Boulevard commences on the east at U S Highway 1, just to the east of the FEC Railroad. To the east of the FEC Railroad is U S Highway 1, also known as Federal Highway, the main north-south artery through eastern Palm Beach County and extends along the eastern seaboard of the United States. Heavily trafficked Federal Highway is a catalyst to redevelopment of the general market area, with over 2,300 residential dwelling units in five projects either built or planned. Highway beautification projects enhanced the aesthetics of the market area. Individual properties on the east and west side of the highway have shallow depths, inhibiting redevelopment of the sites with larger commercial projects. Assemblages of adjacent properties and rezoning to mixed use will continue to facilitate revitalization of the subject market area. Seacrest Boulevard is a main north-south artery through the City of Boynton Beach and south into Delray Beach. Martin Luther King, Jr. Boulevard is an east-west thoroughfare through the Heart of Boynton. The immediate subject market area is easily accessible by main roads and Interstate 95. Property types in the Heart of Boynton are smaller commercial establishments along the main roads, light industrial close to the FEC Railroad, municipal facilities, single family residential, small multi-family dwellings, a few apartment buildings and places of worship. 21 APPRAISAL REPORT (continued) As mentioned, some structures date back to the 1920's, but most which are still usable were built in the mid-twentieth century. Municipal facilities in the immediate subject market area include parks, two elementary schools and a community center. Projects completed in the Heart of Boynton are: • Seacrest Boulevard Streetscape • Carolyn Sims Center • Ocean Breeze West - 21 homes joint venture with Habitat for Humanity • Construction of single family residences on Martin Luther King, Jr. Boulevard Projects in progress are: • High density residential buildings and commercial buildings on Martin Luther King, Jr. Boulevard • Redevelopment of the Public Works site • Establishment of mixed use districts of residential and commercial • Expansion of light industrial near the FEC Railroad • Construction of new single family residences on NW 11 Avenue, west of Seacrest Boulevard. • Enhancements to Sara Sims Park including landscaping, pavilions, picnic facilities, lighting and security. Population Trends The demographic survey in the beginning of the report of 1, 3, and 5 mile radial circles from the appraised property shows the median household income for 2020 in the one-mile radius is $49,510, for three miles it is $54,400, and $56,865 for the five mile circle. Median household income for Palm Beach County is $54,400. In the one-mile circle, population is 14,168. In three miles, population increases to 82,021; at five miles, it is 189,961. However, about one-third of the three and five mile circles are over the Atlantic Ocean and waterways. Annual growth rate is anticipated to be 1.21% to 1.42% in the 3 and 5 mile circles, during the next five years as the economy and job market recovers in South Florida. Growth rate is projected to be 2.20% in the one mile circle due to the construction of several new residential projects. 22 APPRAISAL REPORT (continued) In the market area, 56% of the housing units are owner occupied, with 27% rented. This percentage of renters is high for Palm Beach County because there are numerous multi-family dwellings in this vicinity. Vacancy is reported to be 17%; however, this amount is elevated due to the undercount of the other two categories as some residents are seasonal and not counted. Median home value in the five-mile area is $255,403 including the highly priced homes fronting the Atlantic Ocean and Intracoastal Waterway, compared to median home value of$235,127 in the United States. Economic Trends In South Florida, as in the rest of the United States, real estate prices climbed from 2003-2006. In 2007-2008, concerns were expressed about an unsustainable upward price trend in the market. Then, the economic collapse came in fall of 2008 along with the crash in real estate prices. In 2009, there were very few sales of any type of real estate. By 2010, it appeared that the worst was over. Cash buyers started making purchases. From 2013 to present, sales activity and prices recuperated. The upswing in prices is due in part to scarcity of developable land, especially in the eastern part of the county. Properties are back to pre-crash prices; even properties with secondary characteristics attract buyers. The life cycle stage of the general market area is revitalization, a period of renewal, modernization and increasing demand. Revitalization in the CRA is taking place along US Highway 1, in the part of the corridor near Ocean Avenue and Boynton Beach Boulevard with projects such as 500 Ocean, consisting of 341 residential units, 20,000 square feet of retail space and 6,000 square feet of office. Ocean One at 114 N Federal Highway is planned for 358 apartments, 12,075 square feet of retail, 120 hotel room and 439 parking spaces. The Villages at East Ocean Avenue were approved for 371 dwelling units, 15,757 square feet of commercial space, plaza, 644- space parking garage, et cetera. At 623 S Federal Highway, The Club of Boynton Beach is a six-story, 87 unit assisted living facility and memory care facility. Earlier in the 2000s, the property was to be developed with a condominium; however, the recession halted those plans. At 2923 S Federal Highway, Daniel Heart Center is replacing an old strip store center by renovating the buildings. 23 APPRAISAL REPORT (continued) Town Square, a major redevelopment project to the west of Federal Highway is under construction in three sections extending from the south side of Boynton Beach Boulevard south to SE 2 Avenue, encompassing 16.5 acres of land. The north section covers the area of the old city hall and police station which were demolished and removed. The project consists of the following: • North parcel —225 residential units, 120 hotel rooms, 65,000 square feet of office/ retail space and 927 space parking garage • Middle parcel—200 residential units, 18,887 square feet of retail space • South parcel — 280 residential units, 820 space parking garage, 4,000 public space Included in the project are spaces for a new city hall, police station, fire station and park. Renovation of the historic high school is part of the project. In the Heart of Boynton CRA district, Ocean Breeze East is under construction at 700 North Seacrest Boulevard. The development is an affordable apartment project containing 123 units, retail space, clubhouse and swimming pool. The project came about by the Boynton Beach Community Redevelopment Agency selling the land and the Florida Housing Finance Corporation and TD Bank providing the financing. Also in the Heart of Boynton CRA district will be apartments and retail buildings on Martin Luther King, Jr. Boulevard east of Seacrest Boulevard. There will be 125 residential units, 8,530 square feet of commercial space and 218 surface parking spaces. Part of the land was transferred from the Boynton Beach CRA to Wells Landing Apartments, LLC. Wells Landing purchased four parcels from a private property owner to complete the site for the new project. Funding for the project was awarded to the property owner from the Florida Housing Finance Corporation. Conclusion The town's redevelopment goal is to transform Boynton Beach from a retirement community to a vibrant city where residents can enjoy living and working in an attractive setting. Boynton Beach Community Redevelopment Agency is instrumental in the renaissance of the city. 24 APPRAISAL REPORT (continued) The immediate subject market area of the Heart of Boynton (HOB) has the components of an appealing neighborhood with schools, parks and recreation. HOB is easily accessible by main roads and Interstate 95. Goods and services are nearby on Boynton Beach Boulevard and U S Highway 1. With the involvement of the City of Boynton Beach and the Community Redevelopment Agency, Heart of Boynton Community Redevelopment Plan can continue to succeed in revitalizing the area. The transformation of the area is in progress. Development of real estate takes time and the right market conditions which have been positive. Upward price trend for property in the subject market area will resume when the economy stabilizes and there are visible signs that projects are moving forward. Land Use: "MDR", Medium Density Residential, maximum density 9.58 dwelling units per acre Zoning: "R-2", One & Two Family Residential District in the city of Boynton Beach, with the purpose to implement the medium density residential future land use map classification of the comprehensive plan. Excerpts from zoning ordinances are in the Addenda. The intent of the district is to stabilize and protect existing residential neighborhoods with density no greater than 10 dwelling units per acre, and allow limited types of non-residential uses. Minimum lot area is 4,500 square feet per unit for a duplex; minimum lot frontage is 75 feet. However, there is a provision for a site with two lots platted prior to the enacting of the current zoning regulation to be improved with a duplex. Single family dwellings shall be constructed on lots that are no less than 6,000 square feet with a width of at least 60 feet and follow the building and site regulations of the "R-1", Single Family District. 25 APPRAISAL REPORT (continued) Site Description: Size and dimensions of the appraised land are from the sketch of survey included earlier in the report prepared by Avirom & Associates, Inc., dated May 4, 2020. The shape of the site is irregular. North boundary of the site is NE 5 Avenue. East boundary of the site is NE 1 Street. South boundary of the site is NE 4 Avenue. West boundary of the site is Seacrest Boulevard. Land size is 189,290 square feet or 4.346 acres. Utilities: All utilities are available to the site. Access: The site is accessible via NE 1 Street, NE 4 Avenue and NE 5 Avenue, each being two-laned local roads. Seacrest Boulevard is on the west side of the site, with four traffic lanes, sidewalks, curbs, and landscaped median. Easements: Easements are noted on the sketch of survey. Improvements: There are no structural improvements on the site which have a contributory value to the property. An old duplex is still on 145 NE 4 Avenue, but has no value to the property. Environmental Assessment: The appraisers were not provided with a Phase I Environmental Site Assessment to review. 26 APPRAISAL REPORT (continued) 2-2(a)(v) State the real property interest appraised; A person who owns all the property rights is said to have fee simple title. A fee simple title implies absolute ownership unencumbered by any other interest or estate. Partial interests in real estate are created by selling, leasing, et cetera. Partial estates include leased fee and leasehold estates. The interest appraised is fee simple. 2-2(a)(vi) State the type and definition of value and cite the source of the definition; The purpose of the appraisal is to develop an opinion of market value of the subject property as of August 10, 2020. MARKET VALUE: a type of value, stated as an opinion, that presumes the transfer of a property (i.e., a right of ownership or a bundle of such rights), as of a certain date, under specific conditions set forth in the definition of the term identified by the appraiser as applicable in an appraisal. The conditions included in market value definitions establish market perspectives for development of the opinion. These conditions may vary from definition to definition but generally fall into three categories: 1. the relationship,knowledge, and motivation of the parties(i.e.,seller and buyer); 2. the terms of sale(e.g.,cash,cash equivalent,or other terms);and 3. the conditions of sale(e.g., exposure in a competitive market for a reasonable time prior to sale). Market value appraisals are distinct from appraisals completed for other purposes because market value appraisals are based on a market perspective and on a normal or typical premise. These criteria are illustrated in the following definition of Market Value*, provided here only as an example. Market value means the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions as follows. 1. buyer and seller are tvpically motivated 2. both parties are well informed or well advised and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and S. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 27 APPRAISAL REPORT (continued) * This example definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform,Recovery, and Enforcement Act(FIRREA)of 1989 between July 5, 1990, and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration(NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referenced in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994,and in the Interagency Appraisal and Evaluation Guidelines,dated December,2010. Florida Court Definition: "Market Value is the price that a seller willing, but not compelled to sell, and a buyer willing, but not compelled to buy, would agree to in fair negotiations with knowledge of all the facts." [Source: Fla. Power & Light Co., v. Jennin,%,Ys, 518 So.2d 895 (Fla. 1987)] 2-2(a)(vii) State the effective date of the appraisal and the date of the report; A) Effective Date of the Appraisal: August 10, 2020 B) Date of the Report: August 10, 2020 2-2(a)(viii) Summarize the scope of work used to develop the appraisal; The appraisal problem is to develop an opinion of value of the property based on its highest and best use. The appraisers inspected the property and photographed it. A thorough investigation was made into the physical characteristics of the property that could affect its value. The market area was surveyed to determine its stage of the life cycle. Research was conducted to ascertain economic factors that might influence value. Data research consisted of collecting, confirming, and reporting sales of land sales. The process included searches and analyses, inspections and confirmations, and final reporting. The appraiser examined several sources of sales data, including Costar Group, Corelogic, Realquest, Loopnet, Palm Beach County Property Appraiser records, the public records, and data from the appraisers' plant. 2-2(a)(ix) Summarize the extent of any significant real property appraisal assistance; The two signatory appraisers are the only people involved in the appraisal process. 28 APPRAISAL REPORT (continued) 2-2(a)(x)(I) Summarize the appraisal methods and techniques employed; (2) State the reasons for excluding any of the valuation approaches; (3) Summarize the results of analyzing the subject sales, options and listings; (4) State the value opinion and conclusion (5) Summarize the information analyzed and the reasoning that supports the analyses, opinions, and conclusions For Sales Comparison Approach, land sales are compared to each other and to the property under appraisement to arrive at an opinion of value. The information analyzed and the appraisal method used is detailed in the valuation section of the report. Further, the reasoning that supports the analyses, opinions, and conclusions is explained in the valuation section. Cost Approach is not used because no structures were considered in the valuation. The Income Approach is not employed in this appraisal because most sites like the subject are purchased and not leased. Exclusion of these approaches to value still produces a creditable report. The value opinion and conclusion is stated at the end of the Sales Comparison Approach—Land Valuation. SR I-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; and There are no known agreements of sale or options of the subject property as of the effective date of the appraisal. Boynton Beach Community Redevelopment Agency (BB CRA) is offering the entire property for sale by issuing an RFP (Request for Proposal). BB CRA has issued RFPs for this property in the past, obviously without an acceptable response which culminated in a sale. 29 APPRAISAL REPORT (continued) b) analyze all sales of the subject property that occurred within the three (3) years prior to the effective date of the appraisal. Boynton Beach Community Redevelopment Agency acquired the 17 of the 18 parcels constituting the appraised property from April, 2007 to May, 2015 for a total of $3,101,500. When purchased some of these properties were improved with residences that were later demolished. The most recent acquisition for the assemblage was 145 NE 4 Avenue for $205,000. The property was improved with a duplex which was converted to a private community help center. In addition to the price being representative for the real estate, it also included funds for other expenses the seller would incur in moving from the property. 2-2(a)(xi) State the use of the real estate existing as of the effective date and use of the real estate reflected in the appraisal; The use of the real estate on the date of valuation is vacant land, and it is this use which is reflected in the appraisal. No personal property is included in the valuation. 2-2(a)(xii) When an opinion of highest and best use was developed by the appraiser, state that opinion and summarize the support and rationale for that opinion; HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Physically Possible as Vacant The land appraised consists of most of a block with roads bordering the four sides. Three properties are excluded from the block, giving an irregular shape to the parcel. Land size is 189,290 square feet or 4.346 acres. The parcel is level and filled to street grade. All utilities are available to the site. Physical constraint to develop the site is its size which governs the number of potential improvements which can be placed on it. 30 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Legally Permissible as Vacant Legal restrictions to the development of the site consist of land use designation, building and zoning codes, platting restrictions and restrictive covenants. Current Land Use designation is medium density residential, maximum density of 9.58 dwelling units per acre. Zoning is "R-2", One- family and Two-family Residential District in the City of Boynton Beach. Maximum number of dwelling units per lot in "R-2" district is two if the lot size meets current code. There is another zoning provision permitting two dwellings to be constructed if there are two lots platted prior to the current code. The entire site may have the potential of being improved with 30-34 detached units or 38-45 attached unit. A third possibility is a mix of detached and attached units for a total of about 40 units. Boynton Beach officials make the decisions as to permitted density. The Boynton Beach CRA future land use plan for the appraised land and surrounding blocks is for High Density Residential of 11 dwelling units per acre. A change in the comprehensive plan is required for the implementation of a new land use. Financially Feasible as Vacant The third test of Highest and Best Use is economic feasibility. Demand for a certain property type must be evident for it to be feasible. For it to be financially feasible, the use must be marketable and provide the investor with a competitive return when compared with alternate uses. The immediate subject market area has been improved with single-family residences and small multi- family dwellings for almost 100 years. Residences come to the end of their economic lives, improvements are razed and the sites are redeveloped with modern structures. There are examples of this cycle throughout the subject market area. New redevelopment projects in the subject vicinity are Ocean Breeze West with 21 homes, Eastview Park with market rate houses ranging from $255,000 to $300,000 constructed by D R Horton, and four new houses on West Martin Luther King, Jr. Boulevard sold from $166,000 to $195,000. Habitat For Humanity will be constructing single family residences on NW 11 Avenue. Further, there are the new multi-family residential projects on Martin Luther King, Jr. Boulevard and Ocean Breeze East on Seacrest Boulevard. 31 HIGHEST AND BEST USE OF THE PROPERTY AS VACANT Although, the land appraised might be able to be improved with two dwelling unit structures, there are no new duplexes being constructed in the subject market area. The existing duplexes date back to the 1950s and 1960s, with small, functionally obsolete units. Single family homeownership is encouraged to build the community with permanent residents rather than populate it with transient occupants. As mentioned, community organizations are constructing single family homes and selling them to people who will reside there. Financial assistance to the buyers is facilitating this plan. Financially feasible use of the land under appraisement is to improve it with a unified project of approximately 40 dwelling units. The most probable buyer would be a regional investor in affordable housing who is capable of qualifying for financing for the project from the Florida Housing Finance Corporation. Time for development is now while the market area is in the life cycle stage of revitalization and the Boynton Beach CRA is in support of new proj ects. Maximally Productive as Vacant In summary, the Highest and Best Use of the property appraised is for a residential project of approximately 40 dwelling units. Such uses would be physically possible, probably legally permissible, financially feasible and maximally productive. 2-2(a)(xiii) Clearly and Conspicuously: State all extraordinary assumptions and hypothetical conditions; and state that their use might have affected the assignment result. There are no extraordinary assumptions or hypothetical conditions in this report. 2-2(a)(xiv) Include a signed certification in accordance with Standards Rule 2-I See signed certification in report. 32 SALES COMPARISON APPROACH LAND VALUATION ~1 LAND SALE LOCATION MAP 7q Y a 1a.ce�#'# k1s . .Nlatth Paltu Bea€h l E LyL,ti � �I 710 SALE 2 i B1 w i QjPalm Beach SALE 1 iO4 ^' j Alli �j�2.f(f3 f}2!a�h �axahatchee 3 7 a a �L 451 SALE t 3 91 � 9 iZ l o SUBJEC 411 441 SO4 �m` _�'">� __..__�-�—.SO4 ntoH SCh SALE 3 3 1 i'( 91- I �➢ ( 9 ii r s , 0 _ Data use subject to license. mi 0 DeLorme DeLorme Street Atlas USAO2049. 0 1 2 3 4 5 uww..delorme.com MN(0.9-W) Data Zoom 1a-0 34 VACANT LAND SALE SALE NO. 1 LEGAL DESCRIPTION Lengthy legal description. See deed. RECORDED O. R. Book 31079,page 1168,Palm Beach County,FL GRANTOR FOP Jim Fogelman Lodge 450 Foundation Inc. GRANTEE Meritage Homes of Florida,Inc. DATE OF SALE December 6,2019 LOCATION 6288 Belvedere Road Unincorporated Palm Beach County,FL ZONING "RS",Residential Single Family Residence Rezoned to permit townhouses,paid for by the grantee DENSITY 10.35 dwelling units per acre SALE PRICE $1,900,000 PROPERTY DESCRIPTION Land size: 286,189 square feet, 6.57 acres UNITS OF COMPARISON $6.64 per square foot PARCEL CONTROL NO. 00 42 43 27 05 005 0032, 0033, 0036 CONDITIONS OF SALE Cash sale. Arm's length transaction. CONFIRMATION Simon Lipton,real estate broker for grantee COMMENTS Grantor used the property for a meeting hall and grounds. The existing building did not have any contributory value to the sale price. It will be demolished and removed to make way for the new project of 68 townhouses called Catalina Townhomes. 35 CFN 20190449603 OR BK 31079 PG 1168 RECORDED 12/10/2019 09:20:08 Palm Beach County, Florida AMT 1,900,000.00 DEED DOC 13,300.00 THIS INSTRUMENT SHOULD Sharon R. Bock CLERK&COMPTROLLER BE RETURNED TO: Pgs 1168-1172; (5Pgs) ge Homes of Florida . Raintree Drive, Suite 300 S It, Arizona 85260 Atcm: Florida Regional Counsel 0 TAX P LID.NO.: 00-42-43 5-005-0032 00-42-43-2 005-0033 00-42-43-2 05-0036 WARRANTY DEED 0 THIS WA TY DEED, made and executed on December , 2019, by FOP JIM FOGLEMAN LOD #50 FOUNDATION INCORPORATED, a Florida not-for-profit corporation (hereinaft erred to as the `"Grantor"), whose address is 3175 S. Congress Avenue, #304, Palm S FL 33461, to MERITAGE HOMES OF FLORIDA, INC., a Florida corporation (here' P referred to as the "Grantee"), whose address is 5337 Millenia Lakes Blvd,Suite 235,Orl 32839. Wherever used hereinerm "grantor" and "grantee" include all the parties to this instrument and the heirs, legal tatives and assigns of individuals, and the successors and assigns of corporations, partners :-ncluding joint ventures, public bodies and quasi-public bodies) (., a WITNESSETH: THAT G114H11r and in consideration of the sum of TEN AND NO1100 DOLLARS ($10.00) and ofr d and valuable consideration, the receipt and sufficiency of which are hereby acknow ge , does hereby grant, bargain, sell,alienate, remise, release,convey, and transfer unto Grantee, all of that certain land lying and being in the County of Palm Beach County, State of Florida, to-wit: See Exhibit"A"attached hereto and made a part hereof by reference (hereinafter referred to as the"Property"). TOGETHER with all buildings, structures, and improvements thereon and all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection therewith, including, without limitation, all (i) development and concurrency rights and credits, impact fee credits, prepaid fees, air rights, water, water rights, water stock, water capacity, sewer, wastewater and re-use water rights, sewage treatment capacity, other utility capacity and rights, concurrency certificates, approvals, and permits relating thereto, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected thereto, and (iii) minerals, oil, gas, and other hydrocarbon substances in,under, or that may be produced therefrom. 02656378.v l 36 CFN 20190449603 BOOK 31079 PAGE 1169 2OF5 TO HAVE AND TO HOLD the same in fee simple forever. FURTHER, Grantor hereby covenants with and warrants to Grantee that Grantor is ja y seized of the Property in fee simple; that Grantor has good, right and lawful authority to 1 convey the Property, and hereby fully warrants the title to the Property and will defend th gainst the claims of all persons whomsoever, and that the Property is free and clear of all a brances except: (i) taxes for the year of this instrument and thereafter; (ii) zoning and other regrictions, conditions, or requirements now or hereafter imposed by governmental autho ' d(iii)without re-imposing same,those matters appearing on Exhibit`B"attached an hereto this reference made a part hereof. INSS WHEREOF, Grantor has caused this Warranty Deed to be duly executed as of the day first above written. Signed, sealed ancgpvered FOP JIM FOGLEMAN LODGE#50 in our presence: FOUNDATION INCORPORATED,a Florida rA: V!-c--, rporation ge: ✓ N ��& sl re Itness Title: d,res rte" D rint signature of Second witness STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of Dazau4&r 2019, by Istfs &Oep , as Kasld ea+ of FOP JIM FOGLEMAN LODGE #50 FOUNDATION INCORPORATED, a Florida not-for-profit corporation,on behalf thereof. He/She [ ] is_ rsonally known to me,or [ ] produced as identification. :7jJOM GARWK Print ame: •V64sAic W 00WASSM r Coco = Notary Public-State of Florida at Large EXPM8 Apt 11.2421 Commission No.: My Commission Expires: [Affix Notary Seal] 2 02656378.v I 37 CFN 20190449603 BOOK 31079 PAGE 1170 3OF5 EXHIBIT"A"TO DEED LEGAL DESCRIPTION OF PROPERTY XAoonTract 3 in Block 5, according to the Map of Palm Beach Farms Company Plat No. the Office of the Clerk of the Circuit Court in recorded in Plat Book 2, Page 45 nclusive, Palm Beach County,Florida, more particularly described as follows: The feet of the East 397.67 feet of the North 326.84 of Tract 3, (LESS the East 132.3 And 0 Parcel 0 For a beginning %tartthe Southeast comer of Tract 3, Block 5, according to the Map of Palm Beach Farmslat No. 3,on file in the Office of the Cleric of the Circuit Court in recorded in Plat Bo45 through 54, inclusive, Palm Beach County, Florida, and run North along the Easof said Tract 3, a distance of 484.68 feet; thence West 135.2 feet to a point of beginn ° Thence run West 132.2 feet take;thence 352.54 feet North to approximately the center line of a canal; thence along said r line South 88° East, a distance of 132.4 feet; thence South 326.94 feet to point of beginnin And 0' Parcel 3 A parcel of land in Tract 3, Block 5, according to the Map of Palm Beach Farms Company Plat No. 3,on file in the Office of the Clerk of the Circuit Court in recorded in Plat Book 2, Page 45 through 54, inclusive,Palm Beach County, Florida,more particularly described as follows: From the Southwest corner of said Tract 3, thence East along the South line of said Tract a distance of 262.00 feet, more or less, to a point on the East line of the West 5 acres of said Tract 3, said point being the Point of Beginning of the parcel herein described; thence North parallel to the West line of said Tract 3, along the East line of the West 5 acres of said Tract 3, a distance of 484.68 feet; thence East parallel to the South line of said Tract 3, a distance of 262.33 feet to a point 135.2 feet West of the East line of Tract 3; thence North parallel to the west line of said Tract, a distance of 326.45 feet to the North line of said Tract 3, thence East along the North line of said Tract 3, a distance of 135.34 feet, to the Northeast corner of said Tract; thence South along the East line of said Tract 3, a distance of 805.00 feet, to the Southeast corner of said Tract 3; thence West along the South line of said Tract, a distance of 397.53 feet, to the Point of Beginning, Less and Except road right of way recorded May 17, 1990 in Official Record Book 6456, Page 197; recorded October 20, 1992 in Official Record Book 7441,Page 123 and recorded October 20, 1992 in Official Record 7441,Page 205. 3 02656378.v I 38 Eta, r it �, � ♦�i (} � ��* Z E > 00 , 0 �li`ii, M I it r � � 5 �M'` 16 R� r t a �nY „� � i +lrt ��?ti7 ar s� �, t, r 4 Fp}} t VACANT LAND SALE SALE NO. 2 LEGAL DESCRIPTION Lengthy legal description. See deed. RECORDED O. R. Book 30980,page 1103,Palm Beach County,FL GRANTOR Samuel Dosdourian et al GRANTEE The Children's Place at Home Safe,Inc. DATE OF SALE October 23,2019 LOCATION 5108-5162 North 47 Place West Palm Beach, FL ZONING "MF-14",Multi-family, 14 dwelling units per acre DENSITY 14 dwelling units per acre SALE PRICE $1,200,000 PROPERTY DESCRIPTION Land size: 161,860 square feet, 3.72 acres UNITS OF COMPARISON $7.41 per square foot PARCEL CONTROL NO. 74 42 43 11 01 015 0040, 003, 002 CONDITIONS OF SALE Cash sale. Arm's length transaction. CONFIRMATION John Beall, listing real estate broker COMMENTS This property was purchased to construct a group home complex for children. Changes required for that use will be paid for by the grantee. Existing structures do not have a significant contributory value to the sale price. 40 CFN 20190392622 OR BK 30980 PG 1103 RECORDED 10/25/2019 09:08:33 Palm Beach County, Florida AMT 1,200,000.00 DEED DOC 8,400.00 This instrument prepared by. Sharon R. Bock Daniel J.Shepherd,Esquire CLERK&COMPTROLLER Daniel J.Shepbierd,PA Pgs 1103-1106; (4Pgs) 38"ums Road,Suite 101 Gardens,Florida 33410 74hum 19-842-06 Paber 74-42-43-11-01-015-0040 744-42-43-11-01-015-0030 074-0243-11-01-016-0020 Consid,era $1,200,000.00 0 —]Space Above This Line For Recording Purposes] ---- ---- 0 WARRANTY DEED T1HLS WARRANTYIZ made effective the 23rd day of October, 2019, by and between Samuel S. Dosdourian and .L. Dosdourian, husband and wife, Grantor, whose post office address is 404 Kelsey Park Beach Gardens, Florida 33410, and The Children's Place At Home Safe, Inc., a Floridafit corporation, Grantee, whose post office address is 2840 6th -Aven4e South,Lake Worth,F 4636 RiTNESSETH: That the Gran r and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable coni whereof is hereby acknowledged, hereby grants, bargains,sells,aliens,remises,releases, n confirms unto the Grantee,all that certain land situate in PaAm]Beach County,Florida,to wit: See Exhibit "A" attached hereto; said lands situate, lying and being in Palm Beach. County,Florida_ SUPJECT TO restrictions,reservations,covenants,easements of record,without reimposing same, and taxes for the year 2019 and subsequent years. TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD,the same in fee simple forever. page 1 41 CFN 20190392622 BOOK 30980 PAGE 1104 2OF4 tANDI the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said mple;that the Grantor has good right and lawful authority to sell and convey said land;that the by fully warrants the title to said land and-will defend the same against the lawful claims of all msoever; and that said land is free o€all encumbrances, except taxes accruing subsequent to 72018. . o 7&NESS WHEREOF,the Grantor has signed and sealed these presents the day and year first above wrxit Signed in the (Print or type names es) 2.......................................... signetyne-t^arnr Samuel S. osdour7ian Danie13 (Prioaed Name-I'Mitres) O r -(si(cU%_-2°"VH-b—) V, bnri4rle- e2 (PmnedNew-Y°Wkwa) n STATE OF FLORIDA COUNTY OF PALM BEACH I hereby certify that on this day before me,an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements, personally appeared Samuel S. Dosdourian,to me well known and that he severally acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily and that he did not take an oath and is personally known to me;or has produced as identification to me. WITNESS my hand and official seal in the County and State last aforesaid this 2 day of Sepftmbaiae2,2019. r No blic My Commission Expires: DANiEU,SHEPHERD MY COMMISStQPi t GG 078224 `z EXPIPM March 13,MI MOW Thm W V Pue6c t3ndW~ 42 CFN 20190392622 BOOK 30980 PAGE 1105 3OF4 Si in the presence of _ P type names below fines) P 'cia L.Dosdourian ( toe Nam-►°w' ? (signature-Y°Wttness (Printed Name-2d Witness) Q STATE OF NEW YORKO COUNTY OF VV R,—, I hereby certify that on tlufore me,an officer duly authorized in the State aforesaid and in the County aforesaid to take ackno �ts,personally appeared Patricia L.Dosdonrian,to me well known and that she severally a Inn 1 executing the same in the presence of two subscribing witnesses freely and voluntarily and that d not take an oath and is personally known to m� has produced—V�i 9 a hS 1 i c e1>45.2 as identification to me. WITNESS my hand and official seal in the County and State last aforesaid this�day of "timber,2wafty�019� .. r�.StBIR �,_ �b Cation Exp WN in n �+ Notary Public . aw My Commission Expires Page 3 43 CFN 20190392622 BOOK 30980 PAGE 1106 4OF4 E)CMI T"A" LEGAL DESCRIPTION pp O Parcel 1v:�, The West fj.443 of the East 265.0 feet of the North half(N 112)'of Tract 15, Subdivision of Section 11, South, Range 42 East, Palm Beach County, Florida,as.recorded in Plat Book 20, Pag lic Records of Palm Beach County, Florida; said lands situate, lying and being in Palm Bounty,Florida- Parcel 2 lorida.Parcell D The East 132.5 feet ofhalf(N 112) of Tract 15, Subdivision of Section 11,Township 43 South, Range 42 East, P ° h County, Florida, as recorded in Plat Book 20,Page 53,Public Records of Palm Beach Co rida; said lands situate,lying and being in Palm Beach County, Florida: Parcel 3 Ob The West 244 feet of the North hal&21 f Tract 16, as shown on the plat of Subdivision of Section 11, Township 43 South, RanPalm Beach County,Florida, according to the plat thereof on file in the office of the Ciircuit Court in and for Palm Beach County,in Plat Book 20, Page 53, said lands situate, lying and being in Palm Beach County, Florida_ ?age 4 44 a� lir'�„�ti� k1'r •rill` �� '� �, ��+ �� i �1� gs�Srp"PH IIILIJ r k} r}l1 .. _ 1c �s �.. m wa s yy� Ua w y s N r, i r fir; s , s i i 77 VACANT LAND SALE SALE NO. 3 LEGAL DESCRIPTION Lengthy legal description. See deed. RECORDED O. R. Book 31431,page 1454,Palm Beach County,FL GRANTOR Andrew Podray GRANTEE Barwick 40 Delray LLC DATE OF SALE May 12, 2020 LOCATION 13038-13132 Barwick Road Delray Beach,FL ZONING "RH", Residential High Density Rezoned to"PRD-6",Planned Residential Development DENSITY 6 dwelling units per acre SALE PRICE $3,250,000 PROPERTY DESCRIPTION Land size: 290,545 square feet, 6.67 acres UNITS OF COMPARISON $11.19 per square foot PARCEL CONTROL NO. 00 42 46 12 00 000 1020, 1050, 1060 CONDITIONS OF SALE Financing provided by New Wave Loans Residential LLC in the amount of$2,400,000 at the market rate of interest. Arm's length transaction. CONFIRMATION John Csapo, listing real estate broker COMMENTS This property was purchased to construct 40 single family houses. The developer is Stellar Communities. Grantee paid for the property to be annexed into the city of Delray Beach and to change the zoning. In return, the property was purchased with a contingency contract until the changes assured. Name of the new project is Banyan Court. 46 CFN 20200169898 OR BK 31431 PG 1454 RECORDED 05/16/2020 12:48:59 Palm Beach County, Florida AMT 3,250,000.00 DEED DOC 22,750.00 Sharon R. Bock This instrument,prepared by CLERK&COMPTROLLER (and after recording return to): Pgs 1454-1457; (4Pgs) *F' ority Piazza,Fres. Title Company ongress Ave. Suite 104 BoyntonRj &ch, F133426 �W- Property A ser's Parcel Identification Number(s): 00-42-46-12- -1020; 00-42-46-12-00-000-1050 and 00-42-46-12-0 -01060 0 SPECIAL WARRANTY DEED 0 ANDRE ODRAY ("Grantor"), whose mailing address 800 North Road Boynton Beach, Fl. 33 consideration of ten dollars ($10.00) and other valuable considerations received fr WICK 40 DELRAY, LLC, a Florida limited liability company, ("Grantee"), whos address is 2800 W. State Road 84, #118 Fort Lauderdale, Fl. 33312, hereby grants and eys to Grantee the real property in Palm Beach County, Florida, described on the attache 'bit A, along with any rights, privileges, hereditaments, appurtenances,and easements rela such real property. This conveyance isto the matters described on Exhibit B, but this reference will not re-impose same. t **Grantor warrants that at the time of this conveyance, the subject property is not the Grantor's homestead within the meaning set forth in the constitution of the State of Florida, nor is it contiguous to or a part of the homestead property. Grantor's residence and homestead is 800 North Road,Boynton Beach,Fl 33435** Grantor hereby covenants and warrants that the property is free of all encumbrances except as otherwise expressly provided herein,that lawful seisin of and good right to convey the property are vested in Grantor, and that Grantor hereby fully warrants the title to the property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor. DATED this_L2 rday of1-04r 0. [SIGNATURES ON FOLLOWING PAGE(S)] 47 CFN 20200169898 BOOK 31431 PAGE 1455 2OF4 Sign nce of 0 (print �� ANDREW V ODRAY 0 (print n e): STATE OF FLOREDA.V COUNTY OF PALM B The foregoing ' bras acknow ged before me by means of[ ] physical or [ ] online notarization, this day in the year of 2020, by Andrew V. Podray who [ ] personally known to me or [ ] h duc d a driver's license as identification. MY COANggglpN 0 GG M207 Bo FeatY2,2024 nm,Notary Pylic u „ Now/y"s Special Warranty Deed-Page 2 48 DoublerrmeO CFN 20200169898 BOOK 31431 PAGE 1456 3OF4 0 EXHIBIT A TO SPECIAL WARRANTY DEED Property Description 0 A parcel o lying in the West One-Quarter of the Northwest One-Quarter of the Northeast One-Quarter of Section 12,To p 46 South,Range 42 East,Palm Beach County,Florida,and being more particularly described as follows. Commencing at tquarter corner of Section 12, Township 46 South, Range 42 East, Palm Beach County, Florida; thence Sou 01*14'31" East along the West line of the Northwest one quarter of the Northeast one-quarter of said Section 12,a d4&of 90.08 feet;thence South 88°53'46"East,(Departing from said West line),a distance of 40.03 feet to a point o East right-of-way line of Barwick Road, said point also being the Point of Beginning; thence South 88.53146" E parting from said East right-of-way line),a distance of 297.47 feet to a point on the East line of the West on r of the Northwest one-quarter of the Northeast one-quarter of said Section 12; thence South 01009'33"E said East line,a distance of 979.89 Feet;thence North 89'22152" West,(Departing from said East line),a distan o 5.% feet to a point on the East right-of-way line of Barwick Road; thence North 01.14'31"West along said East way line,a distance of 982.45 feet to the Point of Beginning. �v Parcel Identification Numbers: 00-42-46-12-00-000-1020 00-42-46-12-00-000-1050 00-42-46-12-00-000-1060 49 BANYAN COURTS `n B,Mo�Paltll O<na oRRaAST acawneR 4 SflCMI 12 TOAUv M IDYR4 RMa u FAST, I 1 ® an v mar SFAaL wwr sfAa Burr.qaw s®�y �16OIIFIsf fNf wpAW N _ pAYa P.UALY."lf � I �tl taw fAV c T.ow aAon Raw.■Aa,ao - i ,�lIF7. mom Raga sTw-(!61}KF-ron � __� rw.m�' ii` sv""iwo� wii .^�awr �m��" amw'vas•w TABULAR DATA i m x wws v rat s.w ear rsa-a"-w.ssc"Barn¢s w.a YIXR.AEFS aWER Ao CaSSflIT. - `% .wac snsv mw[mT a,m sas m 9^"' - � ACCEPTA1LE 6 RESERVATWRS: MEW I Al s 2 1®1R1L nOQ SIIQT sms[mun.. •®�- -_. �._ c�fi----7 n.em��.s90��o n <w nd sue •m^ ss�m .. +wn P.4_Bt s.£___ -1e-.- oo�i sM�As"'•�n w`�i v�'��wo�^�, •`Mmi'a ows.o x on s uun sass rsm �"^aa we,a amsne u mt '^' RAS�' _�� ",�..3..�'N.'L�n.e,As �- �C ._.- 2 meq. a.oESs ry®L��t� mei�ie� UIaMOf�l�lwEODyG.E1�b1�T:� •. 'sw[�wswra¢tl�w rwms� vl we m aortae � mn�v__AL IIsL___.. .fin w noo• 4 YYlal•wsmUOUr➢I qI4 tl mu.s.o..r�nms p - oN i w�® REYWVM SUR,EIVRI STAG T-. �E "w p(nwaE. m o aro amc.wt.n uta aro Boron.Swr Aaa4oum)mWff: tlw.aqui b 2!L r.a s�"tea n nasi i s`®`iam�s.. .v.r i. A[wwv v x an s mruv �'m rs¢vn nw mrt¢ww®s n vs�iOMi�0�1. r Rs rrawzs. ��ryuA�{�aw�iwEwo��iwn�_s�o�^^rai W,iu'ro nv w� �pw a�i q .a w�u �/ �'•» 1 ®n ve y�� n x srot:.w smnf v w¢wco¢wt e.o�c m�a - �"• �'R�� tl�imw.s�•it;�s�c�pfp .w.•s.a f�Si m�[S o i �snsExs u«e •sOm n�� rE r�—mica a ?A- r, v "A Bots amt a vss r� •R `"�" 2s an A+rRwu� "n.n ww.,w. 43Ti a�.a 2-r ACKNOWLEDGEMENT, �Rj.�"." �ewo.GC�idasm � �►, 1 �L R 1 50 Ms RanuRw.ars wnnen n �p� OtM P.IJIOIfr,%S OOY.OM.�+iM10 MY 06f.NG6_ .�.. BANYAN COURT ow�s_nL.�as_yK,4,� mw.Parnat a•n[.apnrnsr ac-awrn a gcna ri m w S-K w u rm,. rsm angio Rma axR: arr a miur Enos PNY E�oa,Rrr,namr 91 �� earw Rnm..rwo. ixw-(swFMa-»a *lPill, _- .- -- - NORTH - 99 i' 44 _ CM' .aawiai y �]9 - g� UtzIx LAD Lam ----------------- y �. ---J----------------=—�==1=— saw .�...... as �� . 51 rAf■csf n aad M9FFFLR 9iC. BANYAN COURT <mana arrw Aw awAAEs WEER-nrW-wA,EYaaE E1R A HTlall Q IIE IQ.EtSI OE-0WlRR Of 9E:aa,fi laall9i b 9aflal aMa.Z 11[ASf, w_^ f'�" as goo auoa Awa snc foa En or naw aoG MR nolo{dSlds-pwla-nn I.=shm B 59 11 x qmw 9 or 3 lit , mwx�f M 4i // NORTH i 1 ;�� "� auwa�aauwo 9a - � awrfK scram L-7 9( F;� a..� ` fcafo�AE.xeAAnws F ;s3 ms,�..., &eI Ems' a 52 is Cl) LO Dons n" VACANT LAND SALE SALE NO. 4 LEGAL DESCRIPTION Lengthy legal description. See deed. RECORDED O. R. Book 29777,pages 534 and 538,Palm Beach Co,FL GRANTORS The Townhomes of Pineapple Ridge at Lake Worth LLC Barbara Boutros GRANTEE BDG Banyan Court LP DATE OF SALE April 3,2018 LOCATION 1716 North 3 Ave& 1737 North 4 Avenue Lake Worth,FL ZONING "MF-20",Multi-Family 20 dwelling units per acre DENSITY 17.35 units/acre for project on the site SALE PRICE $2,449,000 PROPERTY DESCRIPTION Land size: 213,244 square feet,4.90 acres UNITS OF COMPARISON $11.48 per square foot PARCEL CONTROL NO. 38 43 44 2102 033 0010, 0020, 0040 38 43 44 2102 033 0051 CONDITIONS OF SALE Cash sale. After the purchase, grantee secured tax-exempt construction funding through the Florida Housing Finance Corporation, Valley Bank and Palm Beach County. Arm's length transaction. CONFIRMATION John Csapo, listing real estate broker COMMENTS This property will be improved with 85 multi-family units, in a project called Banyan Court, an income controlled community. The property was in ready-to-build stage of development when purchased. 54 CFN 20180139020 OR BK 29777 PG 534 RECORDED 04/12/2018 11:03:59 Palm Beach County, Florida AMT 2,100,000.00 DEED DOC 14,700.00 Sharon R. Bock CLERK&COMPTROLLER This instrument prepared by: Pgs 0534-0537; (4Pgs) Lei s,Esq. Broa el LLP 390 N e Avenue Suite 1 Orlando, 101 0 PARCEL ID*1,8-43-44-21-02-033-0010 43-44-21-02-033-0020 43-44-21-02-033-0040 of� SPECIAL WARRANTY DEED 0 THIS SPECIA Y DEED, made and executed this-Yly of April, 2018, by THE TOWNHOMES OF P PLE RIDGE AT LAKE WORTH, LLC, a Florida limited liability company, whose address North Military Trail, Suite 355,Boca Raton,Florida 33431 ("Grantor") to BDG BANYAN CO a Florida limited partnership, whose mailing address is 501 N. Magnolia Avenue, Orlando, 2801("Grantee"). WITNESSETH: THAT Grantor, for and ineration of the sum of Ten Dollars ($10.00) and other valuable �; consideration,the receipt and adequac which is hereby acknowledged, hereby grants,bargains, sells, aliens, remises, releases, conveys an s unto Grantee, certain real property located in Palm Beach County, Florida ("Property") is more particularly described on Exhibit "A" attached hereto and by this reference made a part TOGETHER with all the easements, tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining; and TO HAVE AND TO HOLD,the same in fee simple forever. FURTHER, Grantor hereby covenants with said Grantee that Grantor is lawfully seized of the Property in fee simple;that Grantor has good,right and lawful authority to sell and convey the Property, and hereby warrants the title to the Property and will defend the same against the claims of all persons claiming by, through or under Grantor, but against none other; subject however to all matters, restrictions, easements, encumbrances, limitations, reservations and covenants of record set forth in Exhibit B attached hereto,but this reference shall not operate to re-impose the same,together.with taxes and assessments for 2018 and subsequent years (if any) and all applicable governmental, zoning and land use regulations. 4814-4063-36953 365CM051 d&*wmgDD 55 CFN 20180139020 BOOK 29777 PAGE 535 2OF4 IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed the da d year first above written. WI GRANTOR: THEAWNHOWS OF PINEAPPLE RIDGE AT LAKE 0 W TH,LLC, a Florilimited liability company Y: QA Witness a .AWe'ilraug,%lanager Print Name: ��i h Witnevs Print Name: 0 STATE OF FLORIDA COUNTY OF The foregoing instrument was ac edged before me thi3 day of April, 2018, by Paul H. Weintraub the Manager of THE TO OF PINEAPPLE RIDGE AT LAKE WORTH, LLC, a Florida limited liability company, on be .d company, He isQ(is personally known to me or(� produced as identification. HOLLY CALPIN W OOMM SS10N i R'125141 EXPIRES:Jule 2,2018 j &WW Thu Notary Pudic Unde=Um ww .. Print Name My Commission expires: Serial No.: (SEAL) 48144063.3695.3 3658200051 d&b=gDD 56 CFN 20180139020 BOOK 29777 PAGE 536 3OF4 EXHIBIT"A" LEGAL DESCRIPTION OF LAND �o Parcel 2: Lot 1,Block 3 WYER'S SUBDIVISION OF THE WEST HALF OF SECTION 21, TOWNSHIP 44 SOUTH, 43 EAST, according to the plat thereof,as recorded in Plat Book 5,Page 12, Public Records RA* Beach County,Florida,LESS that portion of subject property conveyed to the City of Lake Worth eds recorded in Deed Book 395, Page 408; Deed Book 400, Page 69; Official Records Book 2201, 1027 and Official Records Book 2223, Page 1884, Public Records of Palm Beach County, Florida. kPalmh Parcel 3: Lots 2 and 3, Block 33, SUBDIVISION OF THE WEST HALF OF SECTION 21, TOWNSHIP 44 SOUTH, EAST, according to the plat thereof, as recorded in Plat Book 5, Page 12, Public Records oCounty, Florida. Parcel 4: 01) Lot 4,Block 33, SAWYER'S SUBDIVOF THE WEST HALF OF SECTION 21,TOWNSHIP 44 SOUTH, RANGE 43 EAST, accordi a plat thereof, as recorded in Plat Book 5, Page 12, Public Records of Palm Beach County, 4814-4063.3695.3 36592MS 1 ddubmn DD 57 CFM 20180139021 OR BK 29777 PG 538 RECORDED 04/12/2018 11:03:59 Palm Beach County, Florida AMT 349,000.00 DEED DOC 2,443.00 Sharon R. Bock CLERK&COMPTROLLER Pgs 0538-0541; (4Pgs) This i jenl prepared by: Lei s,Esq. Broa set LLP 390 Nge Avenue Suite l� Orlando, 8010 PARCEL ID*38-43-44-21-02-033-0051 SPECIAL WARRANTY DEED THIS SP WARRANTY DEED, made and executed this 0 day of April, 2018, by BARBARA R. BIU-UOS, a single woman, whose address is P.O. Box 2012, Jupiter, Florida 33468- 2012 ("Grantor") toG BANYAN COURT LP, a Florida limited partnership, whose mailing address is 501 N. Magn* venue, Orlando, Florida 32801("Grantee"). � D WITNESSETH: 0 THAT Grantor, for nsideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and e y of which is hereby acknowledged, hereby grants, bargains, sells, aliens, rcmises, release&, eve d cenfums unto Gmatee, certain real property located in Palm Beach County, Florida ("Prope 'ch is more particularly described on Exhibit "A" attached hereto and by this reference made a hereof TOGETHER with all the ats, tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining;+an ,,r�- TO HAVE AND TO HOLD,the fee simple forever. FURTHER, Grantor hereby covenants with said Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good, right and lawful authority to sell and convey the Property, and hereby warrants the title to the Property and will defend the same against the claims of all persons claiming by, through or under Grantor, but against none other; subject however to all matters, restrictions, easements, encumbrances, limitations, reservations and covenants of record set forth in Exhibit B attached hereto, but this reference shall not operate to re-impose the same, together with taxes and assessments for 2018 and subsequent years (if any) and all applicable governmental, zoning and land ase regulatiow, THIS PROPERTY DESCRIBED HEREIN IS NOT THE HOMESTEAD OF THE GRANTOR NOR CONTIGUOUS THERETO AND HAS NEVER BEEN THE HOMESTEAD OF THE GRANTOR 4826-9735.6676.6 MUMS) 58 CFN 30180139031 BOOK 29777 PAGE 539 2OF4 ITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed th a d�year first above written. O WITN S: GRANTOR: Vi �o Witness Print Name: j[, xvi BARBARA R.BOUTROS Witness Print Name: iP4^ o c5t r k k- 0 STATE OF FLORIDA COUNTY OF 2 2, .�eee The foregoing instrument was owledged April, 2018, by before me this �✓ day of A P BARBARA R. BOUTROS. She is personally known to me or (, produced as identificad NOTA)tY PUBLIC,S6te of Florida Print Dame My Commission expires: 20 ZO Serial No.: Gfa ayelo/ (SEAL) eerc0man=M10*=tm EVRM November 1,2020 BMW Tbm N*ry PuDMc tMdenKAm //269735-66316 363VJWSI UNASSIGNED DD 59 CFN 20160139021' BOOK 29777 PAGE 540 3OF4 0 EXHIBIT"A" LEGAL DESCRIPTION OF LAND �o Lot 5, less the 125 feet thereof, Block 33, SAWYER'S SUBDIVISION OF THE WEST' 14ALF OF SECTION ,�pWNSHIP 44 SOUTH, RANGE 43 EAST, according to the plat thereof, as recorded in Pia �ok 5, Page 12, Public Records of Palm Beach County, Florida. 0 �Q 0 4ffi69T1S-66386 36582005)UNA381GN®DD 60 V• VSE, 9 1 � t 2 r} � S '��"t` $ �`k '�`i' `t'�k)'�ti 1�1�1V1}` iS�N t i t t�QF•,a '4} '�� _. 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Ol l600 N n N V > W W O O NO co O J F- N ON Q O O \ 7 O N Ln f0 a > 00 z v W J 0 Z W N V W a' 01 C co r O W _ y J 7 J y V a cc 0: W O. c� 2V W W W > > W C O N i V z o C c Q 0 Ljj CO Q � G u N N C m m m en V 3 m W yl a0+ V Vf —y O m f0 N i Z W N Z 0 O LU co E m y O a 000 = 00 N O W i-1 (U rJ L a CO 00 O Y N lc o L c14 W w v N Z Iz'll SALES COMPARISON APPROACH LAND VALUATION Of the several methods to develop an opinion of land value, the one considered the most reliable is the Sales Comparison Approach. In this method, sales of similar vacant parcels are compared to the site concerned; then adjusted for differences to arrive at land value. The steps of Sales Comparison in Land Valuation are: 1) Locate and collect information of recent sales of sites most similar to the land being appraised. 2) Verify the sales information with the most reliable sources, including details of financing and any special considerations or non-typical market features. 3) Select relevant units of comparison and develop a comparative analysis. 4) Compare and adjust the sales to the subject using significant, market-derived units of comparison. 5) Reconcile all value indications from the comparisons into a value opinion by this approach. Highest and best use for the appraised land is to improve it with a medium density residential project of about 10 units per acre. Land size of the subject 189,290 square feet or 4.34 acres; zoning is "R-2", One-family or Two-family Residential District. The subject market area is in the revitalization stage of its life cycle. A search was made to find recent sales of tracts of land purchased for medium density residential use. With a scarcity of such parcels and few of them selling,the search covered central Palm Beach County. Of the sales reviewed, the four that are more similar to the subject are included in this appraisal. Details of the transactions are on the sale sheets and chart. The unit of comparison used by buyers and sellers of residentially zoned land is the Sale Price per Square Foot of Land or Sale Price per Dwelling Unit. With the sales having various densities and the density for the land concerned not yet known, the better unit of comparison to use is Sale Price per Square Foot. The range of unit prices of the land sales is from $6.64 to $11.48 per square foot, before adjustment. ELEMENTS OF COMPARISON Elements of comparison are the characteristics of transactions and properties that cause variation in prices paid for real estate. The Appraisal of Real Estate states that there are several basic elements of comparison that may be considered in sales comparison analysis for land valuation. The first group is termed transactional elements being: real property rights conveyed,financing terms, conditions of sale and market conditions. Adjustments for transactional elements are made, then, attention is focused on the second group,property elements. This second group of property elements consists of location,physical characteristics and use. (Continued) 63 SALES COMPARISON APPROACH (Continued) Real Property Rights Conveyed A transaction price is always predicated on the real property interest conveyed. Property interests conveyed can either be fee simple (without tenants) or leased fee (subject to leases). An adjustment for property rights conveyed is based on whether a leased fee interest was sold with leases at,below, or above market rent. The interest valued for the subject property is fee simple. The land sales were all conveyances of fee simple interests without leases. No adjustment is necessary for this element of comparison. Financing Terms Financing terms may have a bearing on the price paid for a property. Such terms that may affect price include assuming a mortgage at lower than current interest rates, the seller paying a buydown for the buyer to have a lower interest rate, or the seller providing financing for a transaction at lower than typical institutional rates. In all of these cases, the buyer could have paid higher prices in such transactions to obtain favorable financing. The reverse is also a possibility in which lower sale prices result from above market financing. Sales 1, 2 and 4 were cash transactions, the most common method of purchasing vacant land. With third-party lenders readily making loans even on vacant land, the grantee of Nos. 3 took advantage of this situation and gave a mortgage to a loan company. Land to price ratio was 74%, requiring the borrower to have equity in the land. The financing terms reportedly did not have a significant effect on the price. Therefore,no adjustment is made for this element of comparison. Conditions of Sale Condition of sale addresses the motivation of buyers and sellers. Such motivations include a seller accepting a lower than market price for needed cash, a lender selling a previously foreclosed property to comply with regulations imposed on the institution, or a buyer purchasing an adjacent property. Even arm's length transactions may be the result of atypical motivation, such as lack of exposure time to the market,the result of an eminent domain proceeding, or tax consideration. None of the land sales are transactions by lenders after foreclosures of prior mortgages on the properties. Grantees of Sales 1, 3 and 4 purchased the properties to construct new housing on them; grantee of No. 2 will build The Children's Place at Home Safe on the site. Each of the parcels was purchased for a specific project,not speculation. Conditions of sale for the transactions cited in this report appear to be typical for the market they are in,with no adjustment necessary (Continued) 64 SALES COMPARISON APPROACH (Continued) Market Conditions Comparable sales that occurred under different market conditions than those applicable to the subject on the effective date of the value estimate require adjustment for any differences that affect their value. The most common adjustment for market condition is time; however, the passage of time itself is not the cause of the adjustment. Market conditions which change over time are the reason to make the adjustment, such as appreciation or depreciation due to building inventory, changes in tax laws, investor's criteria, building moratoriums, fluctuation in supply and demand, et cetera. It is also possible that there is no change in market condition over time. There is an upward trend in land unit prices in the subject market area due to scarcity of vacant parcels and the revitalization of the vicinity supported by the Boynton Beach Community Redevelopment Agency. The upward trend exceeds the annual inflation rate of 2%per year. Each of the land sales is adjusted upward 3% annually for market conditions to the effective date of appraisal. The amounts of the adjustments are shown on the chart. Adjustments for transactional elements of comparison were considered; now, property elements of comparison are addressed. Location The location of a property is a key factor in prompting a buyer to purchase it. Location encompasses many aspects such as road frontage, access, proximity to other competing properties, proximity to a market that will use the goods and services housed in a property, governmental influences, average daily traffic flow, etc. Typically, properties in a neighborhood share some of the same locational characteristics such as age, condition, and style. The appraised property and the land sales are in central Palm Beach County, with the subject being the eastern most. Although there are some differences in the specific locations, they are not significant enough to warrant adjustment to the sales for this element of comparison. Physical Characteristics Physical characteristics to be considered for adjustments are those that cause a difference in price to be paid by the market. A wide range of such items includes land size, shape, frontage, depth, topography,view, access, functional utility, degree of readiness for development, et cetera. The land sales have a size range of 3.72 to 6.67 acres,with the subject at 4.34 acres. There does not appear to be a direct relationship between parcel size and price per square foot. The more significant aspect of physical characteristics affecting price is stage of development of the site. The appraised land has zoning and land use in place which might permit a project of about 40 dwellings; however,no plans have been submitted for review. (Continued) 65 SALES COMPARISON APPROACH (Continued) Land Sales 1 and 2 were at the beginning of the development process. The grantee of No. 3 made the changes to the land for the proposed project to be approved; though,the grantor essentially held the land for the buyer until the approvals were secure. Land Sale 4 was sold in about ready-to-build condition. There is a continuum of stage of development from Land Sales 1 and 2 to Land Sales 3 and 4. The range in unit prices is about 40%. The latter two are more similar to the stage of the subject than the former two. Sales 1 and 2 are inferior to the subject and the other two sales, and are adjusted upward 30% each for stage of development. Sales 3 and 4 are superior to the other two sales and the subject, and are adjusted downward 10% each for this facet of physical characteristics. The amounts of the adjustments are shown on the chart. Use For sites to be comparable, they should have similar uses. The highest and best use for the property appraised and the sales is for medium density residential projects. No further adjustments are made for this element of comparison. FINAL VALUATION The adjusted unit prices for the sales are as follows: Sale No. Adjusted Price/ SF 1 $ 8.80 2 $ 9.88 3 $10.17 4 $11.06 The range of the adjusted sale prices is from $8.80 to $11.06 per square foot. Adjustments were made to the sales for market conditions and the physical characteristic of stage of development. Since adjustments have already been made, equal weight is placed on each of the adjusted unit prices. The unit value of the appraised property is $9.98 per square foot of land. The quantity of the comparable is sufficient to observe market activity in central Palm Beach County for parcels that will be improved with new medium density residential projects. The quality of the data is good in that it provides a sound basis to develop an opinion of value for the property under appraisement. Based on the analysis and conclusions presented within the report, it is our opinion that the Market Value of the Fee Simple Estate of the Subject Property as of August 10,2020 is: 189,290 square feet x$9.98/square foot= (rounded to) ONE MILLION EIGHT HUNDRED NINETY-THREE THOUSAND DOLLARS $1,893,000 66 CERTIFICATION I certify that, to the best of my knowledge and belief,the statements contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal,unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and I have no bias or personal interest with the parties involved. The appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. I have performed no services, as an appraiser or in any other capacity, regarding the entire property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. I have appraised one of the parcels, 145 NE 4 Avenue, Boynton Beach, FL on April 1,2017,July 12,2018 and June 18,2019. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. The analyses, opinions and conclusions were also developed and the report prepared in conformity with the Uniform Standards of Professional Appraisal Practice, which is included in the Appraisal Institute's Standards, and Chapter 475,Part II F.S. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. The use of this report is (also) subject to the requirements of the State of Florida relating to review by the Florida Real Estate Appraisal Board. I have visited the property that is the subject of this report on August 8, 2020. Jesse B. Vance, Jr. and Claudia Vance are responsible for the analyses, conclusions and opinions concerning real estate set forth in this report. No one else has provided significant professional service to the persons signing this report. The Appraisal Institute and the American Society of Appraisers each conduct programs of continuing education for their designated members. As of the date of this report, Jesse B. Vance, Jr. and Claudia Vance have completed the requirements of the continuing education program of the Appraisal Institute. Continuing educational requirements are also completed for the American Society of Appraisers and the State of Florida. August 10. 2020 Jesse B. Vance, Jr., MAI, SRA, ASA Florida State-CertifiedGeneralReal Estate Appraiser No. RZ-85 August 10,2020 Claudia Vance,MAI Florida State-Certified General Real Estate Appraiser No.RZ-173 67 CERTIFICATION AND LIMITING CONDITIONS The statements and conclusions contained in this report,subject to the limiting conditions hereafter cited,are correct to the best of the writers'knowledge. I. The undersigned have personally inspected the subject of this report. No pertinent information has been knowingly withheld. 2. Unless specifically included,the subject is analyzed as though free and clear of liens and encumbrances. 3. No responsibility is assumed for legal matters,nor is an opinion of title rendered. Title is assumed to be good and held in Fee Simple,unless excepted. 4. Legal descriptions and property dimensions have been f m-iished by others; no responsibility for their correctness is assumed. Sketches which may be in the report are for illustrative purposes only. 5. Possession of any copy of this report does not cant'with it the right of publication,duplication,or advertising using the writers'names or professional designations or membership organizations. 6. The writers are not required to testify without prior agreement. 7. Neither the employment to make this appraisal nor compensation therefore is contingent on the value reported. 8. Where divisions are made between land,improvements, etc.,the values estimated for each apply only under the cited use or uses. 9. The value applies ONLY as of the date of valuation stated within the report. 10. The writers certify that they have no present,past or contemplated interest in the subject of this report-unless specifically stated. 11. This report is the property of the indicated client. It may not be used by any other party for any purpose not consistent with the written function of this report without the express written consent of the writers AND client. 12. The reported analyses,opinions and conclusions were developed,and this report has been prepared,in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice and Conduct of the Appraisal Institute. The work also conforms to the Uniform Standards of Professional Appraisal Practice. 13. Soil or sub-soil contamination may exist from current or prior users, or users outside the property concerned. The appraisers are not qualified to detect such substances. We urge the client to retain an expert in this field if desired. 14. The appraisers have not been provided a Habitat Survey, Endangered Species Survey, or analysis by a qualified environmental specialist indicating the presence of or proximity to environmentally sensitive and/or protected land or species which could affect the use, and possibly, value of the appraised property. The appraisers are not qualified to identify these factors. We recommend that an expert be hired where there may be reasonable cause to expect the presence of any of the cited elements. 15. Jesse B.Vance,Jr. and Claudia Vance are responsible for the analyses,conclusions,and opinions of real estate set forth in this report. No one else provided significant professional assistance to the signers of this report. 16. Prospective value is based on current conditions and trends. The appraisers cannot be held responsible for unforeseeable events which might alter market conditions upon which market value opinion has been developed. 17. The appraisers certify that they have the knowledge and experience required to perform this appraisal assignment. 18. The appraisers reserve the right to amend or change this report at any time additional market information is obtained which would significantly affect the value. Jesse B.Vance,Jr.,MAI,SRA,ASA State-Certified General Real Estate Appraiser No.RZ 85 August 10,2020 � GGl'oallolwm— Claudia Vance,MAI State-Certified General Real Estate Appraiser No.RZ 173 August 10,2020 68 ADDENDA E. R-2 Single and Two-family Residential District. 1. General. The purpose of the R-2 zoning district is to implement the medium density residential (MeDR) future land use map (FLUM)classification of the Comprehensive Plan. The intent of this conventional district is to stabilize and protect existing residential neighborhoods with densities no greater than ten(10)dwelling units per acre, and allowing limited types of non- residential uses. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3,Article IV, Section 3.D. 3. Building and Site Regulations (Table 3-9). Existing and/or planned single-family homes shall conform to the R-1 district requirements; however, for duplex homes, the following lot and building requirements shall be observed: BUILDING/SITE REGULATIONS R-2 District Minimum lot area(per unit): 4,500 s.f.1 Minimum lot frontage: 75 feet Minimum yard setbacks: Front: 25 feet2 Rear: 25 feet3 Interior side: 10 feet2 Corner side: 25 feet 2,3 Minimum living area: 750 s.f. Maximum lot coverage: 40% Maximum Floor Ratio Area (FAR) 0.104 Maximum structure height: 25 feet 1 Single-family dwellings shall be constructed on lots that are no less than six thousand(6,000)square feet. 2 Pursuant to Section 8.B.below,parcels that have frontage on Martin Luther King Jr.Boulevard and are located within the Martin Luther King Boulevard Overlay Zone shall have front,side interior,and side corner setbacks in accordance with the mixed use-low intensity 1 zoning district(see Section 6.11.below). 3 On corner lots,the side setback adjacent to the street shall be not less than one-half(1/2)the front yard setback. However,where orientation of adjacent lots on both street frontages provide typical front yard setbacks,the comer lot shall provide for front yard setbacks along both streets. when two(2)front yard setbacks are provided for on a corner lot,no rear yard setback shall be required,only side yard setbacks shall be imposed. 4 A floor area ratio(FAR)up to 0.10 maybe considered for non-residential uses allowed within the R-2 district (see "Use Matrix"—Chapter 3,Article IV, Section 3),pursuant to the medium density residential land use category of the Comprehensive Plan. 5 Not to exceed two(2)stories. 70 D. R-1 Single-family Residential District. 1. General. The purpose of the R-1 zoning district is to implement the moderate density residential (MoDR) future land use map (FLUM) classification of the Comprehensive Plan. The intent of this conventional district is to encourage single-family dwellings and structures at densities no greater than seven and one-half(7.5) dwelling units per acre, and allowing limited types of non-residential uses. 2. Use(s) Allowed. See "Use Matrix Table 3-28" in Chapter 3, Article IV, Section 3.1). 3. Building and Site Regulations (Table 3-8). The following lot and setback requirements shall be observed: BUILDING/SITE REGULATIONS R-1 District Minimum lot area: a 6,000 s.f. Minimum lot frontage: 60 feet Front: 25 feet Rear: 20 feet Special rear yard setback reduction for single-story building additions:I Abutting: I-95 or railroad tracks: 50% Abutting: Intracoastal: 50% Abutting: Lakes: 50% Abutting: Golf Course: 50% Abutting: Canals wider than 150 ft 50% Abutting: Canals narrower than 150 ft 33% Abutting: Perimeter walls of community that abut other than residential: Abutting: Commercial or Industrial 50% Abutting: Public or private park: 50% Interior side: 7.5 feet Comer side: 25 feet2 Minimum living area: 1,200 s.f. Maximum lot coverage: 50% Maximum structure height: 30 feet 71 ' 3 J O a x ++ d d d d z z z z to w w z z E U •• a Q YC to YC YC o O to O N [— to O y O c� O c v �1. O o O Q. M y 00 O m � U VI o kn I LL O O O �cc 0 mo `n U •� O OO o ffQ .. Imo . . ori, "' o O N o d �m a � � r-: z to z W ch U oO o 0 O d to O t d Q rx Q z �o 1:T z z U Qo o ttn z oo r- 1:T z O O o O O DD t Q �� i z 01 01 -- z I O O a0 r. Cd Q Qz "O c. Q. $.. c� O fy (� U U Cd p �' Q s .. bD O O Q C/1 tom~" O s. _ _._ U 3 .3u � GTr140. z z z z z z z z 00 w w w w z z z z z • � � d d d d d d d d w w w w z z z z z 00 z z z z z z z z M N N N N O z z z z z z z z U O / O O O O O M O O M N r- N N Fri N kn to kn kn M kn kn 44 O O N kn O by o 0 0 0 0 0 0 0 N N O O O O O <M O O N N v A4 0 0 0 0 0 0 0 0 M N -•� N N �n �n �n �n �n M �n �n Cd �. .-. OCd O V N 4 Cdto to L" o O .. C7 U U U w r� r� U rx U ---� EJ Sec. 11. Nonconforming Regulations. A. Lots and Parcels. 1. R-1 District, R-IA District, R-2 District, and R-3 District. A detached single-family dwelling may be constructed on any parcel located in an R-1, R-1 A, R-2, or R-3 district, provided that it meets all of the following requirements: a. The parcel contains at least one (1)whole platted lot,platted prior to August 7, 2001; b. The parcel, or assemblage of platted parcels which individually meet the requirements of paragraph a. above, has a frontage of not less than fifty (50) feet, and a lot area of not less than five thousand(5,000) square feet(irregular, other than rectangle-shaped lots with less than five thousand(5,000) square feet of area may be developed if in conformance with all other lot regulations); c. All such parcels, when developed, shall comply with all provisions of the Land Development Regulations and applicable building code regulations, including without limitation sections of the building code regulations regarding the impact of construction and drainage on or to adjacent properties. -- N 2. R-2 District. Within R-2 districts, in subdivisions platted prior to the effective date of these Regulations, where the platted lots have a frontage of at least forty (40) feet but less than fifty (50)feet,the following rules shall apply: a. A detached single-family dwelling may be constructed on any such parcel,provided that the parcel contains at least one (1)whole platted lot. b. A duplex dwelling may be constructed on any parcel,provided that it meets the following requirements: (1) The parcel contains at least two (2)whole platted lots; (2) Property cannot be acquired from adjacent parcels so as to make the subject parcel conforming, without causing the adjacent parcels to become nonconforming or more nonconforming. c. For any parcel, lot, or combination of lots, where the total frontage is equal or greater than one hundred twenty (120)feet, and the total area is greater than twelve thousand(12,000) square feet, said property shall not be developed except in accordance with the minimum frontage and lot area required in the R-2 zoning district. d. Ownership of parcels shall be determined by the property tax rolls on file in the Palm Beach County Property Appraiser's Office as of the effective date of these Regulations. 3. R-I AA District. A detached single-family dwelling may be constructed on any parcel located in an R-1 AA district,without requiring a variance,provided that it meets the following requirements: a. The parcel contains at least one (1)whole platted lot. b. The parcel has a frontage of not less than sixty (60) feet,and a lot area of not less than six thousand, seven hundred fifty (6,750) square feet in area. c. It would not be possible to acquire property from adjacent parcels so as to make the subject parcel conforming,without causing the adjacent parcels or structures thereon to become nonconforming or more nonconforming. For any parcel or lot, or combination of lots under the same ownership, where the total frontage and the total area is equal to or greater than that which is required by the R-IAA district building and site regulations, said property shall not be developed except in accordance with the minimum frontage and lot area required in the particular zoning district. Not more than one (1)parcel or lot, or combination of lots under the same ownership,that is nonconforming but which meets the requirements under b. above may be developed for a single- family house. 74 ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 1 of 3 Sec. 2. Standards. A. General. 1. Rules and Methodology. a. Parking space requirements shall be computed on the basis of the principal use of a structure or lot, and using gross floor area unless stated otherwise in this article. Gross floor area, for the purposes of this subsection, shall include the floor area occupied by the principal use,plus the floor area occupied by all other enclosed spaces, including but not limited to storage rooms,maintenance and mechanical rooms, offices, lounges, restrooms, lobbies, basements, mezzanines, and hallways. b. Where several principal uses exist in one (1) structure or on one (1) lot,parking space requirements shall be computed separately for each principal use,unless stated otherwise in this article. Where parking spaces are required in this article for each of several principal uses that commonly occur together,this is done for the purpose of clarification only, and shall not limit the application of the requirement contained in this paragraph. c. A use shall be considered a principal use, for the purposes of this subsection, if it could exist separately from all other uses in the same structure or on the same lot, and would by itself generate significant parking demand. d. Where several principal uses exist in one (1)building or part of a building, and the floor area of each principal use cannot be clearly delineated,the parking space requirement for the use requiring the greatest number of parking spaces shall apply. e. Where a use is not listed below, parking space requirements shall be determined by the City Commission after review and recommendation by the Director of Planning and Zoning or designee. f. Where the number of required parking spaces as computed includes a fraction,the number of required parking spaces shall be the computed number rounded to the next highest whole number. g. Except as provided in Section 3.E. below,there shall be provided, at the time of the erection of any structure or establishment of any use, a number of off-street parking spaces in accordance with the following minimum requirements,and subject to the parking requirements of this subsection. Where a structure or use is enlarged or increased in capacity by any means, including a change in building occupancy which requires the provision of additional parking spaces, or a change in use to or which requires additional parking spaces,the minimum number of parking spaces shall be computed by applying these requirements to the entire structure or use. 2. Minimum Number of Required Off-Street Spaces for Non-Residential Uses. No fewer than four(4)parking spaces shall be provided for any non-residential use. 3. Location of Off-Street Parking Areas. a. Residential. Required parking spaces for all dwellings shall be located on the same lot as the dwelling to be served. b. Non-residential. Required parking spaces for all non-residential uses shall be owned by the owner of the building or lot to be served,and shall be located on the same lot, or not more than three hundred(300) feet distance,unless the property is located within those areas defined within the adaptive re-use section of the Code (Chapter 4, Article 5, Section 4). In those areas, required parking spaces may be leased within three hundred(300) feet of the use in which they serve, subject to Board and City Commission approval,and the property shall be posted with signage indicating to patrons the location of the leased parking. B. Table 4-17. Residential and Lodging Uses. Residential and Lodging Uses Standard Number of Required Parking Spaces 75 h4://www.amlegal.com/nxt/gateway.dll/Florida/boynton/partiiilanddevelopmentregulation... ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 2 of 3 Building area size is based upon gross floor area(in square feet)unless specifically expressed otherwise. Single-family,duplex dwelling,or mobile home: 21 Efficiency or one (1)-bedroom apartment: 1.5 1,2 Within mixed use high district: 1.332 Two (2) or more bedroom apartment: 21,2 Within mixed use high district: 1.661'2 Dormitories: 1 per unit Hotel&motel units containing one (1)-bedroom: 1.25 per unit Within mixed use high district: 1 per unit Hotel& motel suite containing two (2) or more 2 per unit bedrooms: Within mixed use high district: 1 per unit Group home(types 1 through 4): 1 per 3 beds Bed&breakfast: 13 Live/work unit: 1 per 2 units4 1 Residential driveways shall satisfy the parking space requirements for single-family detached dwelling units, duplexes, and multi-family dwelling units containing garages,provided such driveways are of sufficient size to meet the parking space requirements of this subsection. A residential driveway of sufficient size shall be provided prior to the issuance of a certificate of occupancy. For all required parking spaces not located within an enclosed garage, the first parking space shall be the minimum size required for a handicap space, exclusive of public or private rights-of-way, and all other required spaces must be dimensioned in accordance with current city standards. All driveways shall be setback at least two (2) feet from interior side and corner side property lines, and maintained and drained so as to prevent nuisance conditions or a danger to the public and/or adjacent property owners. Any expansion to an existing driveway shall require a zoning permit from the Planning and Zoning Division in accordance with the procedures specified in Chapter 2,Article II, Section S.B.; however, any driveway expansion(or similar impervious surface)that is equal to or greater than eight hundred(800) square feet shall require the approval of a land development permit in accordance with Chapter 2, Article III, Section 3. Any work, such as a driveway,proposed within the swale (right-of-way) shall require a permit from the Engineering Division in accordance with the procedures specified in Chapter 2, Article III, Section 4. 2 Guest parking shall be provided at a rate of 0.15 spaces per unit for residential developments consisting of three (3)or more dwelling units. 3 Required parking shall be calculated on the basis of one (1) space per each employee, manager, or owner and one (1)parking space for each guest unit. Newly created parking may be located only in the rear and side yard. 76 http://www.amlegal.com/nxt/gateway.dll/Florida/boynton/partiiilanddevelopmentregulation... ARTICLE V. MINIMUM OFF-STREET PARKING REQUIREMENTS Page 3 of 3 4 In addition to the required parking for the residential unit,the city requires that one (1) parking space per two (2) live/work units be provided to meet business activity needs. Parking provided to meet this requirement shall be located on the lot,built into or under the structure, or within three hundred (300) feet of the unit in which the use is located. The distance shall be a straight line measurement from a point on the boundary line of the property of the subject unit to the closest boundary line of the property on which the parking is located. Parking provided to accommodate said space, including driveways of adequate depth in front of the unit's garage, shall not serve as meeting required parking for the unit's residential use. 77 http://www.amlegal.com/nxt/gateway.dll/Florida/boynton/partiiilanddevelopmentregulation... 1/8/2015 SUMMARY OF 2020-2021 USPAP(Uniform Standards of Professional Annraisal Practicel Standard Rule 2: Real Property Annraisal. Re on rting In reporting the results ofa real property appraisal, an appraiser must communicate each analysis, opinion, and conclusion in a manner that is not misleading. STANDARD 2 addresses the content and level of information required in a report that communicates the results of the real property appraisal. STANDARD 2 does not dictate the form,format, or style of real property appraisal reports. The substantive content ofa report determines its compliance. STANDARDS RULE 2-1 Each written or oral real property appraisal report must: (a) clearly and accurately set forth the appraisal in a manner that will not be misleading; (b) contain sufficient information to enable the intended users of the appraisal to understand the report properly; and (c) clearly and accurately disclose all assumptions, extraordinary assumptions, hypothetical conditions, and limiting conditions used in the assignment. STANDARDS RULE 2-2 Each written real property appraisal report must be prepared under one of the following options and prominently state which option is used.Appraisal Report or Restricted Appraisal Report. An appraiser may use any other label in addition to, but not in place of, the labels set forth in this Standards Rule for the type of report produced. The use of additional labels such as analysis, consultation, evaluation, study, or valuation does not exempt an appraiser from adherence to USPAP. The report content and level of information requirements in this Standards Rule are minimal for each type of report.An appraiser must supplement a report form, when necessary, to insure that any intended user of the appraisal is not misled and that the report complies with the applicable content requirements. (a) The content of an appraisal report must be appropriate for the intended use or the appraisal and, at a minimum: (i) state the identity of the client, or if the client requested anonymity, state that the identity is withheld at the client's request but is retained in the appraiser's workfile; (ii) state the identity ofany other intended users by name or type; (iii) state the intended use of the appraisal; (iv) contain information, documents, and/or exhibits sufficient to idents the real estate involved in the appraisal, including the physical, legal, and economic property characteristics relevant to the assignment; (v) state the real property interest appraised; (vi) state the type and definition of value and cite the source of the definition; (vii) state the effective date of the appraisal and the date of the report; (viii)summarize the scope of work used to develop the appraisal; ()x) summarize the extent of any significant real property appraisal assistance; 78 SUMMARY OF 2020-2021 USPAP(Uniform Standards of Professional Annraisal Practicel Standard Rule 2: Real Property Annraisal. Re on rting (x) provide sufficient information to indicate that the appraiser complied with the requirements of STANDARD I by: (1) summarizing the appraisal methods and techniques employed; (2) stating the reasons for excluding the sales comparison, cost, or income approach(es) if any have not been developed; (3) summarizing the results of analyzing the subject sales, options, and listings in accordance with Standards Rule 1-5; (4) stating the value opinion(s) and conclusions(s); and (S) summarizing the information analyzed and the reasoning that supports the analyses opinions, and conclusions, including reconciliation of the data and approaches; (xi) state the use of th real estate existing as of the effective date and the use of the real estate reflected in the appraisal; (xii) when an opinion of highest and best use was developed by the appraiser, state that opinion and summarize the support and rationale for that opinion; (xiii) clearly and conspicuously: • state all extraordinary assumptions and hypothetical conditions, and • state that their use might have affected the assignment results, and (xiv)include a signed certification in accordance with Standards Rule 2-1. STANDARDS R ULE 1-5 When the value opinion to be developed is market value, if such information is available in the normal course of business: a) analyze all agreements of sale, options, or listings of the subject property current as of the effective date of the appraisal; b) analyze all sales of the subject property that occurred within the three(3) years prior to the effective date of the appraisal. 79 475.611 Florida Statutes: Definitions.- (1) As used in this part, the term: (a) "Appraisal"or"Appraisal Services" means the services provided by certified and licensed appraisers or registered trainee appraisers, and includes: 1. "Appraisal assignment" denotes an engagement for which a person is employed or retained to act, or could be perceived by third parties or the public as acting, as an agent or a disinterested third party in rendering an unbiased analysis, opinion, review, or conclusion relating to the nature, quality, value, or utility of specified interests in, or aspects of, identified real property. 2. "Analysis assignment"denotes appraisal services that relate to the employer's or client's individual needs or investment objectives and includes specialized marketing, financing, and feasibility studies as well as analyses, opinions, and conclusions given in connection with activities such as real estate brokerage, mortgage banking, real estate counseling, or real estate consulting. 3. "Appraisal review assignment"denotes an engagement for which an appraiser is employed or retained to develop and communicate an opinion about the quality of another appraiser's appraisal, appraisal report, or work. An appraisal review may or may not contain the reviewing appraiser's opinion of value. (b) "Appraisal Foundation" or "foundation" means the Appraisal Foundation established on November 20, 1987, as a not-for-profit corporation under the laws of Illinois. (c) "Appraisal report" means any communication, written or oral, of an appraisal, appraisal review, appraisal consulting service, analysis, opinion, or conclusion relating to the nature, quality, value, or utility of a specified interest in, or aspect of, identified real property, and includes any report communicating an appraisal analysis, opinion, or conclusion of value, regardless of title. However, in order to be recognized in a federally related transaction, an appraisal report must be written. (d) "Appraisal review" means the act or process of developing and communicating an opinion about the quality of another appraiser's appraisal, appraisal report, or work. (e) "Appraisal subcommittee" means the designees of the heads of the federal financial institutions regulatory agencies established by the Federal Financial Institutions Examination Council Act of 1978 (12 U.S.C. ss. 3301 et seq.), as amended. (f) "Appraiser" means any person who is a registered trainee real estate appraiser, licensed real estate appraiser, or a certified real estate appraiser. An appraiser renders a professional service and is a professional within the meaning of 95,11(4)(a). (g) "Board" means the Florida Real Estate Appraisal Board established under this section. (h) "Certified General Appraiser" means a person who is certified by the department as qualified to issue appraisal reports for any type of real property (i) "Certified Residential Appraiser" means a person who is certified by the department as qualified to issue appraisal reports for residential real property of one to four residential units, without regard to transaction value or complexity, or real property as may be authorized by federal regulation. Q) "Department" means the Department of Business and Professional Regulation. 80 Page 1 of 5 Vance Real Estate Service ANWONNNOMMIL 9 Jesse B. Vance, Jr., MAI, SRA, ASA, MBA Appraiser - Real Estate Analyst - Reviewer - Expert Witness Vance Real Estate Service - 7481 NW 4 Street - Plantation - Florida - 33317 Office: 954.583.2116; Cell: 954.610.2423; Email: vanceval(a,comcast.net Web Page: www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Currently registered in"SAM" (U.S. Government System for Award Management—DUNS 826494957).Designated appraisers perform the appraisal work,no trainees. Jesse B. Vance, Jr., MAI, SRA, ASA, MBA and Claudia Vance, MAI are qualified as expert witnesses for eminent domain, bankruptcies, deficiency judgments, marriage dissolution, and estate valuations. Our firm values most types of real property interests for sale, mortgage loans, litigation and investment reasonably, timely and professionally. As licensed real estate brokers,we perform most other real property functions.We also do"Valuations for Financial Reporting." PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/DEGREES/LICENSES&CERTIFICATIONS MAI DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 SRA DESIGNATION - APPRAISAL INSTITUTE/Life Member No. 8781 ASA DESIGNATION - AMERICAN SOCIETY OF APPRAISERS(RE-Urban)4003439 MBA DEGREE - REAL ESTATE MANAGEMENT AND DEVELOPMENT STATE-CERTIFIED GENERAL REAL ESTATE APPRAISER 4RZ-85(Florida) FLORIDA STATE LICENSED REAL ESTATE BROKER NO.BK.91050 REGISTERED VETERAN-OWNED SMALL BUSINESS(CCR/Duns 826494957) FLORIDA CERTIFIED SDVBE BUSINESS ENTERPRISE(Minority Business Enterprise-MBE) FLORIDA"D.E.P."APPROVED APPRAISER Currently registered in"SAM"(U.S.Government System for Award Management). B)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION 1.U.S.Court of Appeals,Eleventh Circuit 2.U.S.District Court,Southern District of South Florida 3.U.S.District Court,New Jersey 4.U.S.Bankruptcy Court,Southern District of Florida 5.U.S.Bankruptcy Court,District of New Jersey 6.U.S.Bankruptcy Court,Western(Pittsburgh)Division of Pennsylvania 7.Florida Circuit Courts:Broward,Dade,Palm Beach,Lee,Collier,Martin,and Okeechobee Counties 8.Appraiser on landmark eminent domain cases:TESSLER,NESS TRAILER PARK,PATEL,SIMPSON v. FILLICHIO,RUBANO,PALM BEACH COUNTY(FL)vs.COVE CLUB INVESTORS,LTD. C)EXPERIENCE Over thirty-five(35)years appraising and analyzing real property interests in South Florida Partial list: RESIDENCES, RESTAURANTS/BARS, APARTMENT BUILDINGS, OFFICE BUILDINGS HOTELS/MOTELS, CHURCHES, CONDOMINIUMS/COOPS, HOSPITALS &NURSING HOMES, VACANT LAND, GOLF COURSES, GOLF CLUBS, GASOLINE SERVICE STATIONS, MARINAS, TRAILER PARKS, SHOPPING CENTERS, BANKS/THRIFT INSTITUTIONS, BOWLING ALLEYS, P.U.D.'S, INDUSTRIAL BUILDINGS, TIME-SHARE DEVELOPMENTS, ROCK PITS, SCHOOLS, AGRICULTURAL PROPERTIES, WATER MANAGEMENT DISTRICT, MARKETABILITY, FEASIBILITY ANALYSES, INVESTMENT ANALYSES, AUTO SALES FACILITIES, LEASE VALUATIONS, TAX & ASSESSMENT APPEALS, CONDEMNATION, EXPERT WITNESS (Member National Forensic Center), BUSINESS ENTERPRISE VALUATIONS (BEV), (VFR) VALUATION FOR FINANCIAL REPORTING, AVIGATION & CLEARANCE EASEMENTS, ESTATES, DIVORCES, PLANNING/LAND USE STUDIES, HIGHEST & BEST USE ANALYSES, DEPRECIATION ANALYSES, COMPONENT APPRAISALS, ENVIRONMENTALLY SENSITIVE LAND, CONTAMINATED PROPERTIES, SUGARCANE & TURFGRASS LAND, DAY CARE CENTERS, SELF-STORAGE FACILITIES, FUNERAL HOMES, ANIMAL HOSPITALS, SUBMERGED LAND, CITY CENTERS,etc. 81 Page 2 of 5 D)PARTIAL LIST OF CLIENTS PRIVATE INDIVIDUALS AND CORPORATIONS, ATTORNEYS, ACCOUNTANTS, TRUST DEPARTMENTS, COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust; American National Bank; Landmark Bank; City National Bank; BankUnited; Gateway American Bank; State Farm Bank; Englewood Bank & Trust; SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES, TITLE INSURANCE COMPANIES; FLORIDA CITIES: FORT LAUDERDALE, PLANTATION, COOPER CITY, TAMARAC, LAUDERHILL, BOCA RATON, DEERFIELD BEACH, OAKLAND PARK, WILTON MANORS, HOLLYWOOD, WEST PALM BEACH, DELRAY BEACH, HALLANDALE, PEMBROKE PINES, COOPER CITY, TOWN OF DAVIE, TOWN OF SOUTHWEST RANCHES, MIRAMAR. FLORIDA COUNTIES: BROWARD, PALM BEACH,COLLIER, OKEECHOBEE;BROWARD COUNTY BOARD OF COUNTY COMMISSIONERS;OKEECHOBEE BOARD OF COUNTY COMMISSIONERS. SCHOOL BOARD OF BROWARD COUNTY, FLORIDA, BROWARD COUNTY HOUSING AUTHORITY,STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION(DOT); STATE OF FLORIDA DIVISION OF GENERAL SERVICES(GSA); N. BROWARD GENERAL HOSPITAL DISTRICT; STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (Approved Vendor);U_S. TREASURY DEPARTMENT(General Counsel, I.R.S.);U.S.MARSHAL'S SERVICE—U.S.ATTORNEY'S OFFICE CENTRAL DIVISION—U.S.Dept.of Justice; VETERANS ADMINISTRATION E)EDUCATIONAL BACKGROUND-(Partial List) BACHELOR OF ARTS- Earlham College,Richmond,Indiana(1954) MBA(Nova University) - Real Estate Management&Development(National Dean's List 1991) Course 1 (AIREA) - Basic Principles of Appraising Course 2 (AIREA) - Urban Property Valuation(Income) Course 4 (AIREA) -Condemnation Appraising Course 6 (AIREA) - Income Capitalization&Analysis Course 101(SREA) - Introduction to Appraising Course 201(SREA) - Income Property Valuation,Theory Course 202(SREA) - Applied Income Property Valuation Course 301(SREA) - Applications/Appraisal Analysis Symposium (SREA) - Market Analysis,1978,Virginia Symposium (SREA) - Market Analysis,1979,Arizona Symposium (SREA) - Market Analysis,1980,South Carolina Symposium (SREA) - Market Analysis,1981,Tennessee Symposium (SREA) - Market Analysis,1982,New Mexico Symposium (SREA) - Market Analysis,1983,Pennsylvania Symposium (SREA) - Market Analysis,1984,Georgia Symposium (SREA) - Market Analysis,1985,Vancouver,B.C. Symposium (SREA) - Market Analysis,1986,New Jersey Clinic (SREA) -#201 Instructor,1987,U.of Illinois Clinic (SREA) -#201 Instructor,1988,Illinois Seminar (SREA) - Professional Practice,1988,Florida Symposium(SREA) - Market Analysis, 1988,California Symposium(SREA) - Market Analysis, 1989,Minnesota MBA Graduate School Courses: 1990—1991 Successfully completed the following graduate school courses: - "Regulation of Real Estate Development" - "Real Properties Management" - "Legal Issues In Real Estate" - "Market Analysis and Site Selection" - "Organizational Behavior and Management' - "Human Resource Management" - "Real Estate Economics" -"R.E.Finance:Instruments,Institutions&Investment Analysis" - "Urban Infrastructure&Environmental Analysis" - "Real Estate Accounting" - "Marketing Management for Real Estate" - "Commercial Real Estate Lending" - "Construction Technology and the Building Development Process" SEMINAR (AI) - Cost Approach(1992/Boston) SEMINAR (AI) - Rates&Ratios(1992/Boston) SEMINAR (AI) - International Appraising(1992/Boston) SEMINAR (AI) - Litigation Valuation/Mock Trial(1993) SEMINAR (AI) - ADA ACT(1993/Reno) SEMINAR (AI) - Hotel Valuation(1993) SEMINAR (AI) - Income Capitalization,Methods(1993) SEMINAR (AI) - Powerlines/Electromagnetic Radiation(1994) SEMINAR (AI) - Verifying Market Data(1994) SEMINAR (AI) - Market Studies for Appraisals(1994) SEMINAR (AI) - Florida Appraiser Core Law(USPAP/1994) 82 Page 3 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) SEMINAR (AI) - Limited Appraisals&Reports(USPAP/1994) SEMINAR (AI) - Public Safety&Property Values(1995) SEMINAR (AI) - Outparcel Valuation(1995) SEMINAR (AI) - Computer Technology Video Conference(1995) SEMINAR (AI) - The Internet&the Appraiser(1996) SEMINAR (AI) - Florida Commercial Construction(1996) SEMINAR (AI) - Real Property Rights in Florida(1996) COURSE (AI) - USPAP&Florida Real Estate Core Law(1996) SEMINAR (AI) - Valuation of Trees(199 7) 3-DAY COURSE - Environmental Permitting/Mitigation/Mitigation Banking/Contamination Risk Management- Liability/Wetlands/Hazardous Wastes/LenderLiability(1997/Marco Beach.FL) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) - Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) - Non-Conforming Uses(1998) SEMINAR(AI) - The Impact of Contamination on Real Estate Value(1998) COURSE (AI) - USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) - Econometrics/Statistical Valuation Methods(1999) COURSE (AI) - 14 Hour(2-day)Advanced Spreadsheet Modeling for Valuation Applications SEMINAR(AI) - Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) - The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) - Technology Forum Part II/Intermediate(1999) SEMINAR(AI) - Client Satisfaction/Retention/Development(1999) SEMINAR(AI) - Attacking and Defending an Appraisal(1999) SEMINAR(AI) - Federal Appraisal Requirements("Yellow Book')(2000) SEMINAR(AI) - Regression Analysis in Appraisal Practice:Concepts&Applications(2000) SEMINAR(AI) -Analyzing Income Producing Properties(2000) SEMINAR(ATIF) - 1031 Tax Deferred Exchanges(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) - Mediation&Alternate Dispute Resolution Seminar(2001) SEMINAR(AI) - State of the Appraisal Profession(2001) 2-Day SEMINAR - Eminent Domain,by CLE International,Tampa,Florida(200 1) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -7 Hour National USPAP Update Course#1400(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Appraiser Independence in the Loan Process(2004) SUMMIT (AI) -Moderator at 2-day Appraisal Summit in Washington,D.C.(12/2004) SEMINAR(AI) -Loss Prevention Program for Real Estate Appraisers(2005) SEMINAR(AI) -Valuation of Wetlands(7/2005) SEMINAR(AI) -Tri-County Residential Symposium(8/2005) SEMINAR(AI) -"Cool Tools"Internet Resources and Use for Valuation(2/2006) SEMINAR(AI) -FREAB 7-Hour National USPAP Update(5/2006) SEMINAR(AI) -FREAB 3-Hour Florida State Law for Real Estate Appraisers(5/2006) SEMINAR(AI) -USPAP Scope of Work&New Requirements(8/2006) SEMINAR(AI) -USPAP Reappraising,Readdressing&Reassigning Appraisal Reports(2/2007) SEMINAR(AI) -Al Summary Appraisal Report/Residential(4/07) COURSE(Fla..) -14-Hour Continuing Education(including 3-Hour Florida Core Law)(7/2007) SEMINAR(AI) -Real Estate Fraud:Appraisers Beware!(8/2007) SEMINAR(AI) - Florida Law for Real Estate Appraisers(11/2007) COURSE(AI) -Business Practices and Ethics—8 hours(12/2007) SEMINAR(AI) -Supervisor Trainee Roles and Rules(2/2008) SEMINAR(AI) -7 Hour National USPAP(4/2008) SEMINAR(AI) -USPAP Hypothetical Conditions&Extraordinary Assumptions(5/2008) SEMINAR(AI) -Litigation Skills for the Appraiser—7-Hour Seminar(9/2008) SEMINAR(AI) -Public Sector Appraising(2/2009) 83 Page 4 of 5 E)EDUCATIONAL BACKGROUND-(Partial List,continued) WEBINAR(AI) -Develop an Effective Marketing Plan(3/2009) SEMINAR(AI) -Inspecting the Residential"Green House"(4/2009) SEMINAR(AI) -Property Tax Assessment(5/2010) SEMINAR(AI) -Supervisor Trainee Roles and Rules(7/2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(7/2010) SEMINAR(AI) -7-Hour Introduction to Valuation for Financial Reporting—Chicago(5/2009) SEMINAR(AI) -Government Regulations&Their Effect on R.E.Appraising(8/2009) SEMINAR(AI) -R.E.Market:How We Got Here,Where We Are,Where We're Going(10/2009) SEMINAR(AI) -7 Hour National USPAP Update Course(10/1/2010) COURSE (AI) -7 Hour Introduction to Conservation Easement Valuation(12/10/2010) SEMINAR(AI) -The Real Estate Market(2/18/2011) COURSE (AI) - 16 Hours Uniform Appraisal Standards for Federal Land Acquisitions("Yellow Boob')(2/25-26/2011) WEBINAR(AI) -Real Estate Industry Perspectives on Lease Accounting(4/7/2011) COURSE (AI) - 15 Hour Appraisal Curriculum Overview(5/19-20/2011) WEBINAR(AI) -2-hour Investment Property Accounting Standards(6/8/2011) SEMINAR(AI) -3 Hour Spotlight on USPAP—Agreement for Services(7/15/2011) COURSE (AI) - 14 Hours(2-day)Advanced Excel Spreadsheet Modeling for Valuation Applications(9/22&9/23/2011) SEMINAR(AI) - Trial Components(11/4/11) SEMINAR(AI) - Lessons from the Old Economy Working in the New(1/20/2012) 7-Hour USPAP -National USPAP Update(3/9/2012) 3-Hour Fla..Law -State Law Update(3/9/2012) SEMINAR(AI) - Appraisal Review for General Appraisers(4/12/2012) SEMINAR(AI) - Land Valuation(4/20/2012) SEMINAR(AI) - The Valuation of Warehouses(6/22/2012) SEMINAR(AI) - Town Hall Meeting:2012 Appraisal Institute Forum(7/12/2012) SEMINAR(AI) - IRS Valuation(7/19/2012) SEMINAR(AI) - 7 Hour Business Practices and Ethics Course(12/7/2012) SEMINAR(AI) - Real Estate Forecast 2013(1/25/2013) COURSE(AI) - 7 Hour Advanced Marketability Studies(5/6/2013) SEMINAR(AI) - Developing a Supportable Workfile(11/15/2013) SEMINAR(AI) - Florida Appraisal Law Course(2/7/2014) SEMINAR(AI) - Liability Issues for Appraisers performing Litigation&Non-Lending Work(2/24/2014) COURSE(AI) - 7 Hour National USPAP Update Course(4/25/2014) SEMINAR(AI) - Economic Conditions(5/16/2014) SEMINAR(AI) - Fundamentals of Going Concerns(7/16/2014) SEMINAR(AI) - Litigation Assignments for Residential Appraisers(7/24/2014) SEMINAR(AI) - Economic Engines of Miami-Dade County,Florida(1/23/2015) SEMINAR(AI) - Economic Engines Driving Broward County,Florida(5/15/2015) 3-Hour Fla.Law - Florida Real Estate Broker 14-hour Continuing Education Course (incl.3 hour core law)with exam(9/2015) SEMINAR(AI) -Drone Technology&its Effect on Real Estate Valuations(11/2015) SEMINAR(AI) -Loss Prevention for Real Estate Appraisers(1/22/2016) COURSE(AI) -7-Hour National USPAP Update Course(4/22/2016) SEMINAR(AI) -3-Hour Florida Appraisal Law(4/22/2016) SEMINAR(AI) -4-Hour Appraisals in the Banking Environment(5/6/2016) SEMINAR(AI) -Appraising the Tough One:Mixed Use Properties(8/19/2016) SEMINAR(AI) -4-Hour Business Practices&Ethics(12/02/2016)5-Year Requirement WEBINAR(AI) -2-Hour Yellow Book Changes—Overview for Appraisers(1/11/2017) SEMINAR(AI) -3-Hours Economic Engines Driving Broward County in 2017(1/27/2017) COURSE(AI) -7-Hours:Introduction to Green Buildings Principles&Concepts(2/24/2017) COURSE(AI) -4 Hours:Another View of the Tough One:Sales Comparison Approach for Mixed-Use Properties(5/19/2017) SEMINAR(AI) -4 Hours:Appraising for Federal Office of Valuation Services&Yellow Book Review(8/18/2017) COURSE(BR) -14 Hours Real Estate Continuing Education,including 3-Hour Florida Real Estate Core Law(9/13/2017) COURSE(AI) - 4-Hours:2-4 Unit Small Residential Income Property Appraisals(11/3/2017) COURSE(AI) - 15 Hours"Yellow Book"Unifonn Appraisal Standards for Federal Land Acquisitions—Passed Exam(11/10/2017) SEMINAR(AI) - 3 Hours"Hot Topics and Myths in Appraiser Liability"(1/26/2018) COURSE(AI) - 7-Hour National USPAP Update Course(2/9/2018) SEMINAR(AI) - 3 Hours Florida Appraisal Law(2/9/2018) SEMINAR(AI) - 3 Hours"Parking Impact on Florida Properties"(5/4/2018) SEMINAR(AI) - 4 Hours"Technology Tips for Real Estate Appraisers"(9/21/2018) SEMINAR(AI) - 3 Hours "Airport Appraisals) (01/25/2019) SEMINAR(AI) - 4 Hours"Understanding an Investigation by a State Appraiser Regulatory Board or Agency(5/17/2019) SEMINAR(AI) - The 50%FEMA Appraisal Rule(8/23/2019) COURSE (BR) - 14 Hours Required Education(8 hrs.Specialty Education;3 hrs.Core Law,3 hrs.Business Ethics(9.3.2019) SEMINAR(AI) - Artificial Intelligence,AVMs,and Blockchain:Implications for Valuation. (1/24/2020) 84 Page 5 of 5 F)APPRAISAL TEACHING EXPERIENCE Licensed by the Florida Department of Education to Teach(Certificate No.275236). Authored and taught Residential and Commercial Real Estate Appraisal Courses for Broward County Adult Education Program. Taught Course 101 - Society of Real Estate Appraisers. Taught Course 201 - Society of Real Estate Appraisers. Taught Appraisal Seminars-Board of Realtors,ASA, SREA,and Al (Appraisal Institute). Adjunct Professor, University of Florida Division of Continuing Education: (taught Course 2, "Real Estate Principles and Practices" to prospective Florida Real Estate Brokers). G)PROFESSIONAL OFFICES HELD/AWARDS NATIONAL B.O.D.MEMBER - BOARD OF DIRECTORS of APPRAISAL INSTITUTE (2006-2008) AWARD - Appraisal Institute`NATIONAL PRESIDENTS AWARD"2008 AWARD - Appraisal Institute"LIFETIME ACHIEVEMENT AWARD"2011 For"high ethical standards,contributions to the Appraisal Institute,Community and Appraisal Profession for at least 20 years." CHAIR - REGION X -All of Florida -Appraisal Institute(2008) VICE-CHAIR - REGION X -All of Florida -Appraisal Institute(2007) THIRD DIRECTOR - REGION X -All of Florida -Appraisal Institute(2006) FINANCE OFFICER - REGION X—All of Florida—Appraisal Institute(2006) PRESIDENT - BROWARD COUNTY,SOCIETY OF REAL ESTATE APPRAISERS PRESIDENT - BROWARD COUNTY,AMERICAN SOCIETY OF APPRAISERS CHAIR - FLA.STATE GOVERNMENT RELATIONS SUBCOMMITTEE OF Al CHAIR - FLA.STATE LEGISLATION&REGULATION SUBCOMMITTEE OF Al G)PROFESSIONAL OFFICES HELD/AWARDS CHAIR - FLORIDA REALTORS COMMITTEE ON COMMITTEE REFORMS CHAIR - EDUCATION COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - CANDIDATES GUIDANCE COMMITTEE,FT.LAUDERDALE CHAPTER Al CHAIR - NATIONAL Valuation for Financial Reporting PROJECT TEAM OF Al VICE CHAIR&MEMBER - NATIONAL GOVERNMENT RELATIONS COMMITTEE OF Al(15 Years) MEMBER - NATIONAL LONG RANGE PLANNING COMMITTEE OF Al MEMBER - NATIONAL PUBLIC AFFAIRS COMMITTEE OF Al DIRECTOR - REGION X(Florida)Appraisal Institute MEMBER - REGION X(FLORIDA)ETHICS AND COUNSELING PANEL DIRECTOR - BROWARD COUNTY,FLORIDA SOCIETY OF REAL ESTATE APPRAISERS DIRECTOR - SOUTH FLORIDA CHAPTER AMERICAN SOCIETY OF APPRAISERS MEMBER - NATIONAL EXPERIENCE REVIEW PANEL MEMBER OF Al SPECIAL MASTER - BROWARD COUNTY BOARD OF TAX ADJUSTMENT COMMISSIONER - 17TH JUDICIAL CIRCUIT COURT,Broward County,FL MEMBER - 2013 APPRAISAL INSTITUTE NATIONAL BUSVAL PROJECT TEAM H)PROFESSIONAL PUBLICATIONS&PRESENTATIONS Wrote and taught a basic Residential Appraisal Course for the Broward County Adult Education Div.of the Dept.of Education; Wrote and taught an Income Appraisal Course for the Broward County Adult Education Division of the Department of Education; Co-authored and taught an appraisal course on Mortgage-Equity Capitalization for the American Society of Appraisers. Authored and taught a Florida State and Appraisal Institute 3-hour accredited course in"The Legislation,Regulation and Appraisal of Real Property Rights in Florida September 7,1996. Presentation on"Gramm-Leach-Bliley"Federal Privacy Act of 1999 for South Florida Chapter of American Society of Appraisers on October 24,2001. Presented 3-hour Florida CEU-credit seminar on"Appraisers and the Gramm-Leach-Bliley Act"before the South Florida Chapter of the Appraisal Institute on July 27,2002. Presenter at 6.5 Hour CLE-credit Attorney Seminar on Florida Eminent Domain,"Valuation and Damage Issues" February 2,2006, Fort Lauderdale,Florida P CIVIC INVOLVEMENT MEMBER OF ROTARY INTERNATIONAL/PAUL HARRIS FELLOW MEMBER OF THE GREATER FORT LAUDERDALE OPERA GUILD MEMBER FLORIDA PHILHARMONIC BROWARD TRUSTEES MEMBER OF THE BROWARD COUNTY LIBRARY SUPPORT GROUP("BYBLOS") MEMBER CIRCLE OF FRIENDS—NOVA SOUTHEASTERN LIBRARY FOUNDATION MEMBER NOVA SOUTHEASTERN UNIVERSITY ALUMNI ASSOCIATION MEMBER OF THE FORT LAUDERDALE HISTORICAL SOCIETY MEMBER OF THE BROWARD COUNTY MUSEUM OF THE ARTS MEMBER OF THE FORT LAUDERDALE/BROWARD COUNTY CHAMBER OF COMMERCE MEMBER OF THE BETTER BUSINESS BUREAU OF SOUTH FLORIDA LIFETIME HONORARY MEMBER FLORIDA SHERIFF'S ASSOCIATION MEMBER NATIONAL&FT.LAUDERDALE COUNCILS U.S.NAVY LEAGUE U.S.ARMY VETERAN WWII(RA 1721268 1)-HONORABLE DISCHARGE 1949 85 I of Vance Beal Estate Service ir 01% Claudia Vance, MAI Appraiser - Real Estate Analyst Reviewer Vance Real Estate Service - 7481 NW 4 Street Plantation - FL - 33317 Office: 954.583.2116 Cell: 954.647.7148 Email:vanceval(a,att.net Web Site:www.vancerealestateservice.com Vance Real Estate Service is a Veteran-Owned Small Business (VOSB) and Florida Certified SDVBE Minority Business Enterprise specializing in personalized real estate valuation services in Florida for over 35 years. Designated appraisers perform the appraisal work,no trainees. Our appraisals are used for financial/mortgage loan purposes from large mixed use complexes to small owner-occupied properties. We have the qualifications for appraisals submitted to SBA. Jesse B.Vance,Jr.,MAI, SRA,ASA and Claudia Vance,MAI are qualified as expert witnesses for eminent domain,deficiency judgments,marriage dissolution,and estates. Our firm values most types of real property interests,timely,professionally,and at competitive costs. PROFESSIONAL QUALIFICATIONS A)PROFESSIONAL DESIGNATIONS/LICENSES MAI Designation-APPRAISAL INSTITUTE No.9451 State-Certified General Real Estate Appraiser No.RZ-173 Florida State Licensed Real Estate Broker No.BK 0161305 VOSB Veteran-Owned Small Business(CCR/Duns 826494957) B)WORK HISTORY 1983-Current Vice President-Vance Real Estate Service 1981-1983 President-The Appraisal Company,Fort Lauderdale,Florida C)QUALIFIED AS AN EXPERT WITNESS IN REAL ESTATE VALUATION U.S.Bankruptcy Court,Southern District of Florida Florida Circuit Court:Broward County D)PROFESSIONAL DEVELOPMENT PROGRAM REGISTRIES Valuation of Sustainable Buildings: Cormnercial Valuation of Sustainable Buildings: Residential E)EXPERIENCE:35+years appraising and analyzing real property interests in South Florida. F)APPRAISER SPECIAL MAGISTRATE FOR THE BROWARD CO VALUE ADJUSTMENT BOARD 2002-2010 Partial list of real property types valued: High value residences,Condominiums/Co-operatives,Office,Industrial,Multi-family,Restaurants/bars,Auto dealerships,City Centers, Hotels/motels, Houses of worship, Schools, Child care centers, Self-storage, Funeral home, Animal Hospital, Mixed use,Nursing homes,Gas sales stations,Marinas, Mobile home parks, Shopping centers, Country clubs/golf courses,Financial institutions,Bowling centers,Vacant land, Agricultural properties,Environmentally sensitive land Tvpes of Reports: Market Value, Eminent Domain, Marketability, Feasibility, Highest and Best Use, Investment Analyses, Partial Interests, Easement Valuations,Estate planning,Marriage dissolution,Land use studies,Damage/Contamination studies 86 2 of G)PARTIAL LIST OF CLIENTS— PRIVATE: Individuals,Corporations,Attorneys,Accountants,Habitat for Humanity,Seminole Tribe of Florida COMMERCIAL BANKS: Wells Fargo; BankAtlantic; SunTrust Citigroup; Space Coast Credit Union; State Farm Bank; Florida Shores Bank;American National Bank;Landmark Bank;City National Bank;Englewood Bank&Trust SAVINGS & LOANS, INSURANCE COMPANIES, REAL ESTATE INVESTMENT TRUSTS, & REAL ESTATE TRANSFER COMPANIES,TITLE INSURANCE COMPANIES FLORIDA CITIES: Fort Lauderdale, Plantation, Cooper City, Deerfield Beach, Tamarac, Oakland Park, Wilton Manors, Davie,Hollywood,Pembroke Pines,Hallandale Beach,Lauderhill, Southwest Ranches,Miramar,Boca Raton,Boynton Beach, West Palm Beach,Delray Beach FLORIDA COUNTIES and AGENCIES: Broward,Palm Beach,Broward County Board of County Commissioners,School Board of Broward County,Broward County Housing Authority STATE OF FLORIDA Department of Transportation(FDOT),Department of Environmental Protection U.S.Department of Veterans Affairs,U.S.Department of Treasury(IRS),U.S Marshall's Service,U.S.Attorney Hl EDUCATIONAL BACKGROUND Academic: Bachelor of Arts Degree—University of New Orleans,New Orleans,LA—Major: English Professional: Symposium (SREA)- Market Analysis,1983,Philadelphia Symposium (SREA)- Market Analysis,1984,Atlanta Symposium (SREA)- Market Analysis,1985,Vancouver Symposium (SREA)- Market Analysis,1986,Atlantic City Symposium (SREA)- Market Analysis,1988,Los Angeles SEMINAR(AI) -Cost Approach(1992/Boston) SEMINAR(AI) -Rates&Ratios(1992/Boston) SEMINAR(AI) -International Appraising(1992/Boston) SEMINAR(AI) -Litigation Valuation/Mock Trial(1993) SEMINAR(AI) -ADA ACT(1993/Reno) SEMINAR(AI) -Hotel Valuation(1993) SEMINAR(AI) -Income Capitalization,Methods(1993) SEMINAR(AI) -Powerhnes/Electromagnetic Radiation(1994) SEMINAR(AI) -Verifying Market Data(1994) SEMINAR(AI) -Market Studies for Appraisals(1994) SEMINAR(AI) -Florida Appraiser Core Law(USPAP/1994) SEMINAR(AI) -Limited Appraisals&Reports(USPAP/1994) SEMINAR(AI) -Public Safety&Property Values(1995) SEMINAR(AI) -Outparcel Valuation(1995) SEMINAR(AI) -Computer Technology Video Conference(1995) SEMINAR(AI) -The Internet&the Appraiser(1996) SEMINAR(AI) -Florida Commercial Construction(1996) SEMINAR(AI) -1996 Data Exchange(1996) SEMINAR(AI) -Real Property Rights in Florida(1996) COURSE (AI) -USPAP&Florida Real Estate Core Law(1996) SEMINAR(AI) -Valuation of Trees(1997) SEMINAR(AI) -Valuation of Transferable Development Rights[TDR's](1997) COURSE (AI) -Standards of Professional Practice,Part C,15 hour Course#430(1997) SEMINAR(AI) -Non-Conforming Uses(1998) SEMINAR(AI) -The Impact of Contamination on Real Estate Value(1998) COURSE (AI) -USPAP&Florida Real Estate Core Law(1998) SEMINAR(AI) -Econometrics/Statistical Valuation Methods(1999) SEMINAR(AI) -Globalization of Real Estate/What U.S.Appraisers Need to Know(1999) SEMINAR(AI) -The Role of the Appraiser in Alternative Dispute Resolution(Mediation/Arbitration)(1999) SEMINAR(AI) -Technology Forum Part II/Intermediate(1999) SEMINAR(AI) -Client Satisfaction/Retention/Development(1999) SEMINAR(AI) -Attacking and Defending an Appraisal(1999) SEMINAR(AI) -Federal Appraisal Requirements(2000) SEMINAR(AI) -Regression Analysis in Appraisal Practice:Concepts&Applications(2000) 3 of4 H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(AI) -Analyzing Income Producing Properties(2000) COURSE (AI) -USPAP&Florida Real Estate Core Law(2000) SEMINAR(AI) -Mediation&Alternate Dispute Resolution Seminar(200 1) SEMINAR(AI) -State of the Appraisal Profession(2001) SEMINAR(AI) -Ad Valorem Assessment Process in Florida(2002) SEMINAR(AI) -Role of Real Estate Appraisers in Bankruptcy Proceedings(2002) SEMINAR(AI) -Appraisers&the Gramm-Leach-Bliley Federal Privacy Act(2002) SEMINAR(AI) -How to Appraise the Ugly House(2002) COURSE(AI) -2-Day Course#430,Standards of Professional Practice,Part C(2002) SEMINAR(AI) -Market Trends for 2003(2003) SEMINAR(AI) -Update on Code of Professional Ethics(2003) PANEL(AI) -Moderator"Industry,Consumer&Congressional Views on Predatory Lending"D.C.(2003) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2003) SEMINAR(AI) -Appraisal Agreements(2003) SEMINAR(AI) -Analyzing Distressed Real Estate(2004) SEMINAR(AI) -Valuation for Financial Reporting Purposes(2004) SEMINAR(AI) -National USPAP Course(2004) SEMINAR(AI) -Inverse Condemnation(2004) SEMINAR(AI) -Loss Prevention(2005) SEMINAR(AI) -Single Family Fraud Awareness(2005) SEMINAR(AI) -Guide to the new URAR form(2005) SEMINAR(AI) -Technologies for Real Estate Appraisers(2006) SEMINAR(AI) -The Appraiser's Role in New Urbanism(2006) SEMINAR(AI) -National USPAP Update(2006) SEMINAR(AI) -Florida State Law for Real Estate Appraisers(2006) SEMINAR(AI) -Scope of Work and the New USPAP Requirements(2006) SEMINAR(AI) -Energy Star and the Appraisal Process(2006) SEMINAR(AI) -Reappraising,Readdressing,and Reassigning Appraisals(2007) SEMINAR(AI) -Real Estate Fraud(2007) SEMINAR(AI) -Forecasting Revenue(2007) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2007) COURSE(AI) -Business Practice and Ethics#420(2007) SEMINAR(AI) -Supervisor—Trainee Roles and Rules(2008) COURSE(AI) -7 Hour National USPAP Update#400(2008) SEMINAR(AI) -Hypothetical Conditions and Assumptions(2008) SEMINAR(AI) -Real Estate Economy(2008) SEMINAR(AI) -Public Sector Appraising(2009) SEMINAR(AI) -Inspecting the residential"green"house(2009) WEBINAR(AI) -Value for Financial Reporting(2009) SEMINAR(AI) -The Real Estate Market in 2009 SEMINAR(AI) -New Government Regulations(2009) SEMINAR(AI) -Property Tax Assessment(2010) SEMINAR(AI) -7 Hour National USPAP(2010) SEMINAR(AI) -Florida Law for Real Estate Appraisers(2010) SEMINAR(AI) -Supervisor/Trainee Roles and Rules(2010) SEMINAR(AI) -The Real Estate Market(2011) SEMINAR(AI) -Uniform Appraisal Standards for Federal Land Acquisitions-"Yellow Boob'(2011) COURSE(AI) -15 Hour Appraisal Curriculum Overview(2011) SEMINAR(AI) -Spotlight on USPAP—Agreement for Services(2011) SEMINAR(AI) -Trial Components(2011) SEMINAR(AI) -Lessons from the Old Economy Working in the New(2012) SEMINAR(AI) -Appraisal Review for General Appraisals(2012) COURSE(AI) -National USPAP Update(2012) SEMINAR(AI) -Florida Law(2012) SEMINAR(AI) -Land Valuation(2012) SEMINAR(AI) -Valuation of Warehouses(2012) SEMINAR(AI) -IRS Valuation(2012) SEMINAR(AI) -Business Practices and Ethics(2012) SEMINAR(AI) -Real Estate Forecast(2013) SEMINAR(AI) -Advanced Marketability Studies(2013) SEMINAR(AI) -Developing a Supportable Workfile(2013) 88 4 of H)EDUCATIONAL BACKGROUND(Continued) SEMINAR(Al) -Florida Appraisal Law(2014) SEMINAR(Al) -Liability Issues for Appraisers performing Litigation&Non-Lending Work(2014) COURSE(Al) -7 Hour National USPAP Update Course(2014) SEMINAR(Al) -Florida Law(2014) SEMINAR(Al) -New Real Estate Economy(2014) SEMINAR(Al) -Economic Engines of Miami-Date County(2015) SEMINAR(Al) -Economic Engines of Broward County(2015) SEMINAR(Al) -Tightening the Appraisal(2015) SEMINAR(Al) -Evaluating Commercial Construction(2015) SEMINAR(Al) -Drone Technology(2015) SEMINAR(Al) -Loss Prevention for Appraisers(2016) COURSE(Al) -7 Hour National USPAP Update(2016) SEMINAR(Al) -Florida Law(2016) SEMINAR(Al) -Redefining the Appraisal&Its Role in an Evolving Banking Environment(2016) SEMINAR(Al) -The Tough One,Mixed use properties(2016) SEMINAR(Al) -Business Practices&Ethics(2016) SEMINAR(Al) -Economic Engines Driving Broward County(2017) SEMINAR(Al) -Introduction to Green Buildings&passed exam(2017) SEMINAR(Al) -Another View of the Tough Ones(2017) SEMINAR(Al) -Appraising for the Office of Valuation Services,Department of the Interior(2017) SEMINAR(Al) -Case Studies in Appraising Green Residential Buildings&passed exam(2017) SEMINAR(Al) -Uniform Appraisal Standards for Federal Land Acquisitions&passed exam(2017) SEMINAR(Al) -Hot Topics&Myths in Appraiser Liability(2018) COURSE(Al) -7 Hour National USPAP Update(2018) SEMINAR(Al) -Florida Law(2018) SEMINAR(Al) -Parking&Its Impact on Florida Properties(2018) SEMINAR(Al) -What's New in Residential Construction(2018) SEMINAR(Al) -Valuation Resources for Solar Photovoltaic Systems(2018) SEMINAR(Al) -Technology Tips for Real Estate Appraisers(2018) SEMINAR(Al) -Residential&Comnnercial Valuation of Solar&passed exam(2018) SEMINAR(Al) -Airport Appraisals(2019) SEMINAR(Al) -Practical Applications in Appraising Green Commercial Properties&passed exam(2019) D PROFESSIONAL INVOLVEMENT Region X Representative of the Appraisal Institute 2006—2009 President of the South Florida Chapter of the Appraisal Institute-2003 First Vice-President of the South Florida Chapter of the Appraisal Institute-2002 Second Vice-President of the South Florida Chapter of the Appraisal Institute-2001 Secretary of the South Florida Chapter of the Appraisal Institute-2000 Treasurer of the South Florida Chapter of the Appraisal Institute-1999 Chair of the Education Committee of the S.Florida Chapter of the Appraisal Institute-1995,1996,1997,1998,2007-2018 Director of the South Florida Chapter of the Appraisal Institute 1996-1998 Member of Region X(Florida)Ethics and Counseling Panel—Al Graduate of the Florida REALTORS Institute(GRI) J) CIVIC INVOLVEMENT Member of the Navy League of the United States—Fort Lauderdale Council Lifetime Honorary Member-Florida Sheriff s Association Member of Zeta Tau Alpha Alumnae Fraternity 89 S r c t r r ,. �t. r, t t , t __ I ., \ t i I l 5 \ � s I1 ? __I ! s ,, \ 3 i. 3 i „ I � t \, t t \ t 5 � , l I \t 1 ) 1 l _? —1. � I j � ,, # , 4. 7 r , 7 ` z ) I �_ � 7 ,7. , 1l t 3 7 � # � � � >, � , ,_ i \ � ,� 2 . it � __ , ,_ 1 f l , t � � f „ i � , , s s , tl l 1 � � }� t ,�,t J ., 3 I � � f, c,, \ ..1. , ��_ ,\ l t \ l.�a ,. 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SUBJECT: Discussion of Status of Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project 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. The closing and transfer of property ownership to the Developer occurred on February 24, 2018 (see Attachment 1). Under the terms of the Purchase and Development Agreement, Section 18.2 requires the Developer to commence construction of the public plaza on the CRA's parcel within 12 months of the expiration of the Commencement of Construction period which equates to January 16, 2021. The Ocean One Project received site plan approval from the City of Boynton Beach City Commission on April 17, 2017. If completed, the Project would consist of 231 multi-family residential rental units, parking structure and 8,600 (+/-) square feet of commercial space (see Attachment 11). In addition to the Purchase and Development Agreement, the BBCRA entered into a Tax Increment Revenue Funding Agreement (TIRFA) with the Developer to provide funding incentives to the Developer by sharing a percentage of future tax increment revenue generated by the completion of the Project over a period of eight (8) years (see Attachment III-IV). On January 5, 2021, the CRA received a letter from the Developer's attorney, Bonnie Miskel, notifying the Board of his desire to let the TIRFA expire on the termination date of January 16, 2021 (see Attachment V)which was acknowledged by the CRA Board at their February 9, 2021 meeting. In addition, the Developer was seeking a six (6) month extension from the Board on the commencement of construction of the public plaza as described in the Purchase and Development Agreement. At their February 9, 2021 meeting, the Board approved a six (6) month extension of this requirement for the monetary consideration of$20,000 to be paid by the Developer. At their March 9, 2021 meeting, the Developer's attorney presented a counter offer of $10,000 for a one year extension, however, the CRA Board did not accept the counter offer and restated their offer of a six (6) month extension of this requirement for the monetary consideration of $20,000 to paid for by the Developer. As of the issuance of this agenda, CRA staff has not received a response from the Developer or the Developer's attorney regarding this issue. 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 PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Discussion and consideration concerning the terms and conditions of Section 18.2 of the Purchase and Development Agreement and the extension request made by Ocean One Boynton, LLC. 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 -TIRFA F irst Amendment, Feb. 2020 D Attachment V -January 5, 2020 B. M iskel Letter 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 FIRST AMENDMENT TO TAX INCREMENT REVENUE FUNDING AGREEMENT This First Amendment to Tax Increment Revenue Funding Agreement ("First Amendment") is made and entered into to be effective January 15, 2020, by and between Ocean One Boynton, LLC, a Florida limited liability company, with a business address of c/o Washington Real Estate Partners, LLC, 9804 South Military Trail, Suite E-11, Boynton Beach, FL 33436 (hereinafter the "Developer") and the Boynton Beach Community Redevelopment Agency, a public agency created pursuant to Chapter 163,Part III of the Florida Statutes with a business address of 710 N. Federal Highway, Boynton Beach, Florida 33435 (hereinafter the "CRA") (collectively the "Parties"). WHEREAS, the CRA and Developer entered into that certain Tax Increment Revenue Funding Agreement dated January 16, 2018 (hereinafter "Agreement"), relating to development of the Project,as more fully defined and described in the Agreement; and WHEREAS, the Parties desire to amend the Agreement as hereinafter provided; NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein,the sufficiency of which both Parties acknowledge,the Parties agree as follows: 1) The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) Unless otherwise expressly defined herein, all terms used herein shall have the same meanings given to such terms in the Agreement. 3) Section 2.8 of the Agreement is hereby amended as set forth below with text that has been struck through indicating language to be deleted and with text that has been underlined indicating language to be added, 2.8 "Effective Date" shall mean Januai-v 16. 2018. the date the !art paf�y to this Agfeem �* 4) Section 3.1 of the Agreement is hereby amended as set for below with text that has been struck through indicating language to be deleted and with text that has been underlined indicating language to be added. Section 3.1 Construction of the Project. Developer agrees to Commence Construction of the Project within twe-(2)three.4 3 years of the Effective Date of this Agreement. Deyelo)er shall dilh-=tK, and continuously l.)ursue comt)letion, of_construction of the Pro'ect after issuance of the first building permit, subject to force maieure. 5) Subsection 3.1.1 shall remain as set forth in the Agreement. 6) Section 9 of the Agreement is hereby amended as set for below with text that has been struck through indicating language to be deleted and with text that has been underlined indicating language to be added. 01233511-3 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) three 3 years of the Effective Date of this Agreement if the Developer has failed to commence construction of the Phase I Improvement subject to force majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more of the following occurrences: a. The default of either Party, if such default is not cured within the time prescribed by this Agreement: b. The Parties enter into a mutually agreed upon, written Addendum, the effect of which is to terminate this Agreement. 7) Except as expressly set forth in this First Amendment, the Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the Developer and the CRA. This First Amendment may be executed in any number of counterparts, and one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. To the extent of any conflict between the Agreement and this First Amendment,this First Amendment shall control. 8) Nothing herein shall alter the terms and conditions of that separate Purchase and Development Agreement dated January 16,2018,by and between Ocean One Boynton,LLC and the Boynton Beach Community Redevelopment Agency, which Purchase and Sale Agreement references and sets deadlines based upon time frames contained in the Agreement. IN WITNESS WHEREOF,the parties hereto set their hands and seals the day and year first above written. 01233511-3 WITNESSES OCEAN ONE BOYNTON,LLC a Florida limite- liability company w _ By: _ Print Name: t s t Print Name: M MF .... � - Title patu ciol.-6 6 b— Pr it Name: 0.t q-i c t aNoble- STATE OF i 0'— COUNTY OF The foregoing instrument was acknowledged before me by means of physicaal presence or ❑ online notarization, this-Iffk day of 20020 , by �IV c l _J r as representative for the OCEAN ONE BOYNTON, LLC, who is personally known to me or who has produced as identification.; r � r oaN "C LISA E.DURAN7 ?° Notary Public-State of Florida otar Public, State of Florid Commission#GG 930056 y My comm.Expires Nov 1,2023 d yl Bonded through National NotaryAssn. Name Commission o. Commission Expiration �3 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01233511-3 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOP N J By: Print Namj* ) - r Prin me r j g Title: PrintName: an STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization,this day of ,20 as representative for the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCYs personally known to me or who has produced - a iden ' kation. r I .fi N t r PU 11 OfTwrtda 9 N1 Name Commission No. Commission Expiration *wl Bonnie Nicldien NOTARY PUBLIC STATE OF FLORIDA Comm#GG108394 Expires 5/25/2021 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 01233511.3 DUNAY Gary Dungy Hope Cathoun Christina BItenki MISKEL €onnde MiskeL Dwayne Dickerson Lauren G.Odonn ScD t Backman Eta Zachariades Nicote Jaeger BACKMANL.LP Eric Coffman Matthew H.Scott Rachael.Bond Patmer January 5,2021 By email Chair,Steven B.Grant Vice Chair,Ty Penserga Board Member,Justin Katz Board Member,Woodrow Hay Board Member, Christina Romelus Community Redevelopment Agency City of Boynton Beach Re: Update on Purchase and Development Agreement and Tax Increment Revenue Funding Agreement regarding Ocean One Boynton, LLC Dear Chair Grant,Vice Chair Penserga,and Board Members: As you will recall,at your last meeting,the Board discussed the Tax Increment Revenue Funding Agreement("TIRFA") expiration currently scheduled to expire on January 16, 2021, and the status of the Purchase and Development Agreement("Agreement")between the Boynton Beach Community Redevelopment Agency("CRA") and Ocean One Boynton, LLC ("Developer"), including commencement of construction of the public plaza on the CRA's parcel. In response to your inquiry,on behalf of my client, I agreed to respond back to the Board with my client's plan related to the Agreement and TIRFA and its plan for redevelopment. As it relates to redevelopment of the subject property, my client is in negotiation with a venture partner to move forward with redevelopment. To that end, my client and the venture partner have evaluated the economics of the transaction, and even with the tax increment incentives allocated in accordance with the TIRFA, the project as currently approved is not economically feasible given the rent rates applicable to the area. As such, my client has concluded that it makes no sense to proceed under the current TIRFA and in an effort to be fully transparent is prepared to let the TIRFA expire. Rather than working with the framework of the TIRFA, my client and its venture partner are in the process of considering other alternatives in response to the current economic environment and would prefer to work out all the details and return to the Board at a later date with a plan that is economically viable and will result in the redevelopment of the subject property. As to the Agreement, my client is requesting a six month extension to the condition to the Agreement requiring the commencement of construction of the public plaza to give my client sufficient time to submit its alternative proposal. We are happy to attend your next meeting to discuss this request further. Sincerely, Bonnie Miskel, Esq. BM/rmm cc: Mike Simon, Executive Director Tara Duhy, Esq. Mr. Davis Camalier 14 S.la.4th Street,Suite 36,Boca Raton, FL 33432 Tel: 15611405-3300 Fax: i561i 409-2341 +rwwArribblavr.com 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.E. SUBJECT: Discussion and Consideration of Letters of Intent for the CRA-owned Property located at 401- 411 E. Boynton Beach Boulevard SUMMARY: On March 3 and 5, 2021, a Letter of Intent (LOI) to lease the CRA-owned property located at 401-411 E. Boynton Beach Boulevard (see Attachment I)was submitted by Tim Collins, owner of the Fish Depot and Seafood Market, a previous tenant of the 1022 N. Federal Highway property(see Attachment II): At their March 9, 2021 meeting, the CRA Board reviewed the LOI submitted by Mr. Collins and voted to issue a thirty (30) day Public Notice of Disposal for Lease. The end of the thirty (30) day Public Notice period is April 12, 2021. During the Public Notice of Disposal for Lease period and prior to the closing of the CRA Board's April 13, 2021 meeting agenda, the CRA received four (4) additional LOls from various interested parties (see Attachments I I I-VI). CRA staff has provided the Board with a breakdown of the LOI s received as of April 9, 2021, the publication of the agenda item (see Attachment VII). Due to the short timeframe between the end of the thirty (30) day Public Notice period and the Board meeting, staff and legal counsel are unable to vet the details of all of the LOI s in order to provide a draft Agreement for the Board's consideration on April 13, 2021. Under the LOI Policy, the CRA Board may choose to review and discuss the various LOls received and may consider one of the following options: • Option 1: The CRA Board may choose to select one and direct the CRA staff and legal counsel to negotiate the terms and conditions of lease agreement to be presented at a future meeting. If during the Public Notice period, the CRA received one or more additional Letters of Intent to lease 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 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. • Option 2: The CRA Board may decide to postpone reviewing LOls until their May 11, 2021 Board meeting to allow for staff review. • Option 3: The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers and direct 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; or • Option 4: The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of all Letters of Intent and elect not to proceed with any further action. Property Background: The CRA went under contract to purchase the 401-411 E. Boynton Beach Boulevard property in July 2020 for the price of $917,000 with a closing date of October 30, 2020. Due to circumstances caused by holdover tenants, the closing was postponed and the CRA took ownership of the property on February 26, 2021. The CRA was awarded a FY 2020-2021 grant in the amount of $28,641 from the Solid Waste Authority for the demolition of the 409-411 E. Boynton Beach Boulevard buildings only. FISCAL IMPACT: To be determined by the CRA Board. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: Under the LOI Policy, the CRA Board may choose to review and discuss the various LOls received and may consider one of the following options: 1. The CRA Board may choose to select one and direct the CRA staff and legal counsel to negotiate the terms and conditions of lease agreement to be presented at a future meeting. If during the Public Notice period, the CRA received one or more additional Letters of Intent to lease 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 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. 2. The CRA Board may decide to postpone reviewing LOls until their May 11, 2021 Board meeting. 3. The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers and direct 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; or 4. The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of all Letters of I ntent and elect not to proceed with any further action. ATTACHMENTS: Description D Attachment I - Property Location Map D Attachment II - Letter of Intent submitted by Tim Collins D Attachment III - Letter of Intent submitted by Thomas Muscatello D Attachment IV - Letter of Intent submitted by Pablo Straccia D Attachment V - Letter of Intent submitted by Allyson Timms D Attachment VI - Letter of Intent submitted by Fernando Vargas D Attachment VII - Letter of Intent Breakdown t. k � i s ill `1 reSi i hli' r IT 014 i it lk S�n'�ie � I � "�\}{�ytis r� nt� )S '�� yk V `,•.� � '; 4 T� r # L s IrOT V, TON BE 561-375-8363 March 5th, 2021 Mr. Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4th Floor Boynton Beach, FL 33435 Amended Letter of Intent:To Lease the Property located at 402 E Boynton Beach Blvd, Boynton Beach, Florida33435 Dear Mr. Simon, The Fish Depot Seafood Market, previously located at 1022 N. Federal Highway wishes to amend this Letter of Intent to enter into Lease Negotiations with the CRA and/or City of Boynton Beach for the Property located at 401 East Boynton Beach Blvd. in Boynton Beach, FL 33435 that was submitted on March 2nd, 2021. We propose to open a new Fish Market as soon as possible in this location as we have moved out of the old location.The intention is to create a new look concept from what we were previously offering in the old building. That building has serious issues that prevented us from fully realizing the potential of the business. We will have more offerings and bring a vibrant new business to This location from what it has been for many years. We are offering$2500 per month in rent set up in an Annual Month to Month Lease structure. We are requesting 10 renewal options if the property is not being Developed as so many of these "Future Projects" have sat vacant in Boynton Beach for years and decades even.The renewal options will be worded in both parties best interests in that we can stay as long as we want if the property is not being developed and the City is not hindered by a burdensome long term lease situation that would interfere with the future development. The Terms we are requesting will include a 120 day notice to vacate in the event a developer receives approval to break ground on a new development. We in no way want to stand in the way of Boynton Beaches expansion. We do request a relocation stipend if the vacate option is exercised in the first 4 years. We can negotiate this when finalizing the terms of the Lease Agreement. IrOT V, TON BE 561-375-8363 We will also want to be eligible and approved for all applicable grants in opening this new location. Additionally,we request a 120-day rent abatement in order to get the business open and in full operation. This includes, but not limited to all required licensing and approvals. We will submit a deposit upon approval of these terms and the balance of the First& Last month's rent upon execution. In the event we cannot meet the City's approval requirements, we request a full reimbursement of the funds paid in executing the lease within 10 days. There is a Time is of the Essence here and we intend to move quickly to be open as soon as possible. We have a great following and do no wish to lose our client base to competitors by being closed too long. I would like this LOI to be entered in the Agenda for the March 91h Meeting in the event that the 30-day period for disposal of city owned property begins now or at that meeting. I have included all of the CRA board members in this email so that everyone is notified of our intentions to lease that property in the interim period until a developer secures approval and work commencement orders to develop the property. If you have any questions, please feel free to reach out to me directly. Sincerely, Tim Collins The Fish Depot (954)415-4825 R,r OT tea. 0' TON BE M m 561-375-8363 F1 KDEP TEAT&CO March 2nd, 2021 Mr. Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4" Floor Boynton Beach, FL 33435 Letter of Intent:To Lease the Property located at 402 E Boynton Beach Blvd, Boynton Beach, Florida33435 Dear Mr. Simon, The Fish Depot Seafood Market, previously located at 1022 N. Federal Highway wishes to enter into Lease Negotiations with the CRA and/or City of Boynton Beach for the Property located at 401 East Boynton Beach Blvd. in Boynton Beach, FL 33435. In previous CRA Board meetings it was clear that the CRA/City was waiting for "hold over tenants' to vacate certain properties included in the City's purchase agreement. I have witnessed the tenants clearing out the adjoining commercial spaces which was stated as the hold up in the CRA/City in being able to close on the purchase of the property. I would like this LOI to be entered in the Agenda for the March 91h Meeting in the event that the 30-day period for disposal of city owned property begins now or at that meeting. I have included all of the CRA board members in this email so that everyone is notified of our intentions to lease that property in the interim period until a developer secures approval and work commencement orders to develop the property. If you have any questions please feel free to reach out to me directly. Sincerely, Tim Collins The Fish Depot (954)415-4825 4 212 South Federal Hwy Boynton Beach, FL 33435 March 19, 2021 Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 Dear Mr. Simon, We are sending you this letter expressing our interest in leasing the property at 401-411 E. Boynton Beach Blvd. in Boynton Beach. As requested in your email the following information is our plan for the property if we were to be granted the lease. We would like to propose a negotiable lease price of$4,000 +/-per month with a long-term duration of 10 years allowing for renewal or first right of refusal at the end of the lease. Boynton Beach Dive Center is a retail scuba store currently located on 212 South Federal Highway. Our store sells scuba equipment, scuba services and scuba education. We have a large customer base including local individuals, tourists, and commercial accounts. We have been in business in Boynton Beach for 15 years. We would be looking to consolidated 2 locations (Boynton Beach Dive Center and Smart Fills of 3000 High Ridge Road) so improvements would include reorganization of the back area outside to accommodate compressors and membrane systems. Most of the retail wall fixtures needed are already in our possession and will be brought from our current location. This location will allow us to have a separate classroom area to better serve our educational needs. We would be painting inside and out to enhance the current structure, add window signage and outside security lighting. We will upgrade interior lighting and our scuba service area as needed. We will install/upgrade the air conditioning if needed. It is our understanding that the parcel is zoned Community Commercial. This fits our needs as a retail/service business in Boynton Beach. Though we have fiends in reserve for improvements, at this time we are unable to submit a budget as we have not viewed the location and are unsure of its needs. We are an established business wishing to consolidate 2 locations and secure a location with longevity of lease, staying in the vicinity of current address to maintain and increase customer base. We feel this location will allow for the consolidation therefore increasing our continuity and communication to better service the scuba community. Thank you in advance for your consideration. Sincerely, Thomas Muscatello, Owner 212 South Federal Highway Boynton Beach, Florida 33435 Boyntonbeachdivecenter.com Boyntonbeachdivecenter(cr�,ymail.com 561-732-8590 561-732-8510(fax) 561-445-0322 (cell) ON GV AMERICA TRADING LLC. E 8175 NW 12TH ST STE 120 MIAMI,FL 38126 EIN 32-06322+ 3 Phone:+1 (305)280 8811 S t o re March 26th, 2021 To: Mr. Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4th Floor Boyton Bach, FL 334355 Subjet: Letter of Intent Regarding the disposal/lease for the property 401, 407 & 411 East Boynton Boulevard Boynton Beach, FL, 33435 Dear Mr. Simon, This letter has been submitted by GV America Trading LLC. with the intent to enter into Negociation with CRA and/or City of Boynton Beach in terms of the leasing/disposal for the 401, 407 and 411 EM BB Blvd. property; in accordance with the City of Boynton Beach codes and Regulations. We anticipate that the conditions of proposed deal would be as mention below. We propose to open our first branch of ONE RENTAL STORE (https://1 rentalstore.com), under GV America Trading LLC. legal name, already operating in Buenos Aires, Argentina and Montevideo, Uruguay for 10 years with more tan 30 years of experience in the industry. This includes construction machinary rental service, as Aerial Work Plataforms, Earthmoving Equipment and Attachments (Stock valuated in 450.000 USD), combining equipment, data, safety and experience to help our customers getting the best performance. In regards to these last point we will be working with all American Manufactoring Companies, that will supply us with the machinary available for rental: GEHL, INDECO NORTH AMERICA, GENIE and SKYJACK. 30% of these equipments will be electric, which means an improvment of the Green Footprint. We pretend to employ two mechanics, two salespersons and two administratives staffs from the community of Boynton Beach, to join our business team. And finally among other improvments, the firm will invest US$ 50.000 in infrastructure so to boost the facade by building a wide reception with a coffee space and personalize advisory. Also we aim to bring economic improvements to the community by giving a 25% of discount to Boynton Beach companies. In accordance with this, we propose the following principal terms- - 3.000 US$ per month: paylable 50% cash, and 50% in consideration of our rental services. - For the Boyton Beach Community, 5 years leas duration. - 5 more years of renewal. In this same email we attached, for your best analysis, support documentation of the financial capacity of the company certificated by the OCEAN BANK and the verification of assets of Founding CEO, Pablo Straccia, issued by the bank WELLS FARGO. Attached, also, images of our branches in Buenos Aires and Montevideo. In case of any queries or clarifications, feel free to call us on (+1) (305) 280 5811. Thanking you. Sincerely, Pablo Straccia CEO GV America Trading LLC, Florida Chris Noel's Vetsville Cease Fire House, inc. PO Box 2724 West Palm Beach, FL 33402 CEAS 174 HOUSE 561-284-5258 general(_vetsville.us 501c(3)for over 25 years "Offering Shelter for Homeless Veterans" Since 1993 Executive Committee April 8, 2021 President/Founder Mr. Michael Simon,Executive Director Chris Noel, Entertainer, Boynton Beach Community Redevelopment Agency Veterans Advocate 100 East Ocean Ave., 4'Floor Vice President Boynton Beach, FL 33435 Kevin M. Ryan 2"d Vice President RE: Letter of Intent for 401 &407 E Boynton Beach Blvd. Allyson Timms Dear Mr. Simon, Secretary/Treasure Katherine Litrenta, Entertainer This letter is to express Chris Noel's Vetsville Cease Fire House, Inc.'s interest in leasing the above properties. Vetsville has operated a homeless Veterans' shelter in Boynton Beach for the last 25 years. We would like to expand our presence in,as well as our commitment to,the Boynton Beach community through our use of these premises. Advisory Board Vetsville has successfully operated thrift stores in the past,but now proposes a social Lynne Baldwin, Esquire enterprise/art gallery/retail store, selling donated goods as well as consigned arts/crafts from Bryant Culpepper, US Navy(Ret.) local Veterans to the public, requiring no change in use through the City for these sites.We Mike Haggerty, US Army,Vietnam will hire local Veterans to work at the store. J.D. Hilton, L.t. Col. USMC(Ret.) Robert Jaegers, District Attorney Kirk Kimball, Graphic Designer Vetsville would like to enter a month-to-month lease from the CRA for as long or as short David E. Riker, CLU, ChFC,MSFS Tony Schebell, US Army,Vietnam as possible,with a 60-day notice to vacate for$2,000 a month with a month's rent and an Nick Papayani, US Army equal amount for security paid at the signing of the lease. We would request an abatement of the first month's rent in order to fix the required issues and set up for operation. Honorary Advisory Board In regard to the physical structure,Vetsville is requesting a grant for 50%of the ADA Connie Chung,TV News Anchor bathroom issue as well as any fire retardation system that will be required in order to get the David Charles Dolby, CMH Jayne Meadows,Actress ccu Panc Certificate of OA gross estimate cost of an ADA bathroom is $9,000. The Y• Reverend John Steer, US Army,Vietnam requirements and cost of the fire system, further to a discussion with Captain Keane, can Gary G.Wetzel, CMH only be determined once the use and number of occupants is determined,however, $5,000 is a high estimate for our proposed use. We expect to paint the building and correct any To obtain a copy of our official registration and electrical/ac issues. Vetsville is in a unique position where many of the costs of labor will financial information from the Division of Consumer Services,call 1-800-435-7352 toll- be volunteered and materials donated. These donations of time and materials would apply free(registration does not imply endorsement). to theg> p aintin AC electrical and any other physical needs of the property to operate as a Our Florida registration number is CH-4461. IRS 501©(3)#65-0397914. store. Vetsville currently has $25,000 in the bank and is very capable of covering all costs associated with this proposal. We are also open to friendly discus sion/negotiation on any other points that may arise. We deeply appreciate your consideration of our proposal and look forward to seeing you at the April 13'meeting. Sincerely, Allyson Moore Timms Vice President/Program Development Director Nicklien, Bonnie From: Fernando Vargas <contact@floridadigitalcenter.com> Sent: Thursday,April 08, 2021 4:58 PM To: Simon, Michael Cc: Nicklien, Bonnie Subject: Re:401-411 E. BB Blvd. property Importance: High Team Boynton Beach - Thank you very much for taking the time to speak with me today. As stated in our phone conversation, I was given your details by Officer Rivera. I would like to be entered in the process to become a tenant for one of the locations listed below • 401 E. BB Blvd. is a vacant building approximately 2,062 sq. ft o Space is bigger than expected but can fill it with my Business Plan version 2.0 • 411 E. BB Blvd. is a vacant building scheduled for demolition o This location would be ideal for what I offer to my current and future book of business My name is Fernando Vargas, and I am sole owner of Vargas Venture Capital DBA Florida Digital Center. All my paperwork has been submitted and accepted by the City and the State. Recently, I have join the BBB of Sout East Florida division. With this location, I look forward to bringing my advanced training to support the local business with our Backend Digital Admin Support products. • Digital Admin • Photo/Video Studio • Livestream Hosting Platform • Online Shared Work Space I am a team of 1 but with this space, I look forward to hire within the Boynton Beach community as well those in Palm Beach County looking for employment. With no support, I am confident to pay$1000-$1500 a month in rent. I am in the process as well to submit an application to win a city grant to give Florida Digital Center more room to expand and offer better business support options to the local businesses here in Boynton Beach. I know that I am late to the party with this email, but I feel with my strong community ties, I can become a great reflection on behalf of the city and this program. Have a great day/weekend and I look forward to knowing how the process pans out. 1 Fernando Vargas Florida Digital Center, Business Development Agency Business: (561) 899-8600 How did we o? Click to rate your experience with Florida Digital Center From: Simon, Michael <SimonM@bbfl.us> Sent:Thursday, April 8, 20212:27 PM To: Fernando Vargas<contact@floridadigitalcenter.com> Cc: Nicklien, Bonnie<NicklienB@bbfl.us> Subject: 401-411 E. BB Blvd. property Good afternoon Mr. Vargas: Thank you for your interest in the CRA owned properties located at 401, 407 &411 E. Boynton Beach Boulevard. In order to have your LOI presented to the Board at their March 9, 2021 meeting, we will need to receive it no later than 5pm today. If received after 5pm today, it would be provided to the Board at their May 2021 meeting. Below is a status of the site: 401 E. BB Blvd. is a vacant building approximately 2,062 sq. ft 407 E. BB Blvd. is a vacant lot 411 E. BB Blvd. is a vacant building scheduled for demolition At the March 9, 2021 meeting,the CRA Board reviewed a Letter of Intent (LOI) to lease the 401 E. BB Blvd building directed staff to issue a thirty (30) day public"notice to dispose/lease"for the 401-411 E. BB Blvd. property during which time any interested party may certainly submit a Letter of Intent (LOI). The thirty (30) day public notice period ends on April 13, 2021. Provided below is a link to the March 9, 2021 CRA Board meeting: htt s://bgyntonbeach.novusaaen a.com/agendapublic/CoverSheet.asgx?ItemID=9899&MeetinaID=369 Any LOI submitted to the CRA should contain items typically included in an offer to lease property such as but not limited to; proposed lease price, lease duration/term, renewals, description of the entity and type of business, description of the entity's experience, description of proposed improvements and costs, knowledge that the proposed use is allowed under the City of Boynton Beach codes and regulations, evidence of financial capacity to complete the proposed improvements and any other information you feel would be important for the Board to know as they review your proposal. If you decide to submit a LOI for discussion at the April 13, 2021 CRA Board meeting, please submit it no later than end of business day Thursday,April 8, 2021. Submission of a LOI for lease is not a guarantee of selection. 2 At their April 13,, Board meeting and at their sole discretion, the Board may choose to review and discuss the various LOIs received and may consider one of the following options: • Option 1: The CRA Board may choose to select one and direct the CRA staff and legal counsel to negotiate the terms and conditions of lease agreement to be presented at a future meeting. If during the Public Notice period, the CRA received one or more additional Letters of Intent to lease 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 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. • Option 2: The CRA Board may decide to postpone reviewing LOIs until their May 11, 2021 Board meeting. • Option 3: The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers and direct 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; or • Option 4: The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of all Letters of Intent and elect not to proceed with any further action. The CRA offers several Commercial Business and Property Improvement Grants that may also be of interest to you. Please contact Bonnie Nicklien at 561-600-9090, if you would like more information. Please let us know if you have additional questions. Thank you again. Michael Sin-,iC.n, FRA-RA, R PCP, LIES Executive Director Boynton Beach Con-in-iunity Redevelopn-,ient Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 561-600-9091 a 1-737-258 Sin-,ionM@bbfl.us http://www.boyntonbeachcra.com .� r All, RL I BOYNTO ,CRA COMMUNITY REDEVELOPMENTG. ,, America's Gateway to the Gulfstream 3 Please be advised that Florida has a br,oad public r'ecor'ds law and all cor'r,espondence to mie via en-,Iail n-,Iay be subject to dicloy ur'e.Under, Flor'ida r'ecor'ds law, en-mil addresses ar,e public r'ecor'ds.Ther'efor'e, your,e-miail con-imiunication and your,e-miail address ria y be subject to public disclosur'e. s C C C p « O O O O V c E E E E .O Z Y rn c EE 0 EO J J V v C C w U w w O O- 0 °- C C N ¢ o o � z z u � o � o Y Y ° � ° o - E o � v E c v E v v N ro ro > Y n O ro �o u E > > � EE o ° s u E c c fl s s v v O E v E c v v Y a E E E s v E Q O oo i� er a Oo a u, 0 a a < c Q o a � U °0 p 00 m m w vi °i -0 0 ° a C � Y O u � m O 00 ul V a o E 0.. N v Z > o ro W u a ° O s > V U s � F C W � o c E rn O N o ro F > ate+ O. V in c v 0 E O ° ° J 0. f- E 0 �' c O d Q v s W F 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.F. SUBJECT: Discussions on Tax Increment Revenue Financing Agreements SUMMARY: At their February 9, 2021 meeting, the CRA Board requested that staff provide them with a breakdown of the past and present private development incentivized Tax Increment Revenue Funding Agreements (TI RFAs), formally known as Direct Incentive Funding Agreements (DI FAs) for discussion purposes at a future meeting. In order to assist with the discussion, the Board wanted to know the TIRFA funding year, associated development and developer/owner, reason for the TI RFA, term of the TI RFA, pre and post tax assessed values and the amounts of tax increment revenue generated for both the developer/owner and the CRA. CRA staff has provided the Board with the requested breakdown as Attachment I. CRA legal has provided a memo on TI RFAAgreement considerations as Attachment I I. In summary, the Boynton Beach CRA has entered into a total of six (6) TI RFAs from Fiscal Year 2004-2005 through Fiscal Year 2017-2018. Each of the six(6) TI RFA incentivized developments addressed the goals and objectives of the CRA Redevelopment Plan and area of under performing commercial property or underutilized vacant parcels. With the exception of only one TI RFA, all of the intended approved projects have been completed and are receiving a share of the Tax Increment Revenue generated from the increased tax assessed value of the post development property taxes (see Attachments I I I-V). With the exception of only one TI RFA, all have had a revenue sharing term of ten (10) years. As shown in the Attachment, the total combined Pre-Development Property Tax Assessed Values of the five (5) completed projects was $8,382,532.00 and the Post-Development Property Tax Assessed Values of the five (5) completed projects was $248,217,454.00. The overall total tax increment revenue generated from the five projects during the period of the TI RFA below imposing the share formula is $20,156,656.00. As a result of their experience over the past 14 years of TI RFA creation, management, monitoring and closeout, CRA staff has found certain aspects of the agreements should be strongly considered when formulating the terms of these long term and financially impacting contracts such as but not limited to the following items: • Having the Developer clearly state and demonstrate the gap in the financial structure of the proposed project whether that be brought on by environmental, construction, or market factors. • Limiting the term or duration of the TIRFA to coincide with the total dollar amount of the financial gap as identified by the Developer. • Tightening the restrictions limiting the original Developer's ability to transfer or sell ownership of the Project during the term of the TI RFA without compensation being paid to the CRA as repayment of the tax increment revenue share received prior to the transfer or sale. • Tightening the restrictions limiting the original Developer's ability to transfer or sell ownership in the Project during the term of the TI RFA without compensation being paid to the CRA as repayment of the tax increment revenue share received prior to the transfer or sale AND a share in the equity proceeds of the Project at sale or transfer. • Having identified elements or obstacles raised by the Developer to the CRA that may qualify for tax increment sharing. FISCAL IMPACT: To be determined by the CRA Board. CRA PLAN/PROJ ECT/PROGRAM: Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: The CRA Board does not have a predetermined need for a motion or approval of any sort as a result of this item being presented or discussed. Any action taken or direction given is at the sole discretion of the CRA Board. ATTACHMENTS: Description D Attachment I -Tax Increment Revenue Funding Agreement Spreadsheet D Attachment II - Legal Memo on TIRFA Considerations D Attachment III -Casa Costa Before and After Photo D Attachment IV -Seabourn Cove Before and After Photo Attachment V -500 Ocean Before and After Photo v " 0 a o «: E v 1O C0 a i m s N v a m N N N Oi N j ~ 01 F O F, u F Q m O O Q a �u N o o co a u wi y « N o v1Oi y m a. O O ON N 7 r LD ^ x `w „ `w o 0o a � a ° 3 e y O a a E a O e '.c m o f o m p 4 „a7 �'. O O O O O N a N N oc H m a m LT'.? C N N ^ J C M � a v a a ,o. co w �„of y N O O N a y W N M O O O O C a C v c c a a s a C N^� B o a eu o Q o m a o Q a k L j w CO O O CO 4 N •Q ..y w i6 00 00 o m ,a y a .n a a� N .� oc 0 C y an, u�, coN W O N W O,Q •� m I ON N m d O Q .� M a` a` m o .-, m m a` a` m oo N W o 0 0 V1 oV1 N h O N h 0 N m q j N LLv �., O O O O > ,y V1 W W i m Q G C C C C C C O N -O O N -O O N -O O N -O O N -O O N -O C 'LL 15 O O N Q O O N Q O O N Q O O N Q O O N Q O O N Q E s a E s a E s a E s a E s a E s a Q c Q c Q c Q c Q c � F a � F a � F a � F a � F 7 :O a' m m m m m m m m m m v C (7 o ._ Y C7 o ._ Y C7 o ._ Y C7 o ._ Y C7 o ._ Y C7 a ._ � 0 0 0 0 0 0 v > v > v > v > v > v > cOO OO v oO v oO v oO v oO v o C a v v mm W � c o v v o Y v m o Y v mo c m o O v -o c w o v v a o v -a v c v m '� °i -o v m '� -o m X .G ++ m O " m +' v v m a > -O v v m a > -O v m O m N O V C m � -o c 'V '" m m > E . E v- `m E c E v `m �., c N a v v ,v, ° O a 2 `o o v o :E -° o O v ° _E m v a -o a v C o'. ° ai E m .. 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V1 l0 N N V1 W cr N N N N N N co co o 0 0 0 0 0 a a O O N C a LL E V ti �o N i ran V O L c ,o N y m m O m z u ma ma O ~ h ran TIRFA AGREEMENT CONSIDERATIONS Project Requirements • List of required improvements, such as: parking, dwelling units, parks, sidewalks, landscaping, etc. • Other requirements, such as: o Prevailing wage,job fair,job placement, local preference; o Community outreach; o Green Building/LEED certification; o Dedicated workforce housing units; o Usage limitations; and/or o Other public benefits. CRA Incentives • Amount and term of tax increment revenue funding • Property: o Terms of sale—Price and Closing Date o Reverter/Right of First Refusal Benchmarks • Project Commencement/Completion dates • Dates for permit applications to be submitted • Dates or phasing requirements for specific improvements, occupancy rates, etc. • Monitoring: o Submission of information to CRA-certificates of occupancy, photographs, evidence of leasing rates, other developer certifications o Inspection o Reports to CRA Board at CRA meetings • Audit and Annual Performance Reporting Requirements—dates; information required to be included • Termination date Ensuring Compliance • Termination and default: o Termination Date o Under what circumstances should the CRA be able to terminate the Agreement/what constitutes default? o Steps to be taken in the event of default Other Provisions • Assignability: o Can the developer assign the benefits of the agreement to another party if developer sells, and under what circumstances? ■ With or without the approval of the CRA Board? ■ All of the obligations and benefits of the Agreement or only portions? • Assignment to a related company, a company that purchase the developer, or related parties? • Acceptable delays (force majeure)—pandemic, acts of God, fire, etc. 01460691-3 Casa Costa Before ty 4 I f 1 t Casa Costa After m ` IALy[ ur 11W WA � y mt7mImw jigs 11 Q7�Al�� t fit s JisAw - 3 IN IN u t Casa Costa Before ty 4 I f 1 t Casa Costa After m ` IALy[ ur 11W WA � y mt7mImw jigs 11 Q7�Al�� t fit s JisAw - 3 IN IN u t 500 Ocean Before � t mom Inti, i r. , i i I f r va 4� 7 500 Ocean After t, t i �i r , ytz tt „ 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 OLD BUSINESS AGENDAITEM: 15.G. SUBJECT: Discussion and Consideration of Terms for an RFP/RFQ for the CRA Project Located at 115 N. Federal Highway SUMMARY: In order to gather input from the community as to the future redevelopment project on the CRA owned properties located at 115 N. Federal Highway (see Attachment 1), the CRA Board finalized a list of 10 questions to be incorporated into the community survey at their February 9, 2021. The survey was officially launched to the public on Wednesday, February 10, 2021 through the Survey Monkey Platform and ran for three weeks to Wednesday, March 3, 2021. As of Wednesday, March 3, 2021, the CRA received 507 responses through the Survey Monkey Platform and a detailed report is provided as Attachment 11. For purposes of discussion, the Request for Proposals/Qualifications document may consist of the key information gathered from the community input survey, the goals and objectives found in the CRA Redevelopment Plan, and discussions by the CRA Board. In addition to the standard requirements (e.g. financial capability and experience of the proposers, local hiring, etc.), elements to consider when formulating the project components and evaluation criteria listed in a Request for Proposal for redevelopment of the 115 N. Federal Highway properties may include but are not limited to the following: • A mixed-use project providing retail, office, grocery, and residential units; • Incorporation of public open spaces, plazas, and enhanced green spaces into the design including the preservation or expansion of Dewey Park; • Providing the opportunity for the creation of public parking spaces over and above the amount required for the development itself; • Incorporation of multimodal accommodations and amenities into the design; • Consideration of exterior design enhancements of proposed parking structures to ensure compatibility with the surrounding area; • Consideration of incorporating adjacent properties into the overall project; • Consideration of the overall design and positioning of key elements of the proposed project in recognition of the potential for a future commuter rail station on the west side of NE 4th Street; • Average appraised value of$64/sq. ft. for CRA owned parcels is $4.4 million; • Incorporation of a reverter clauses associated with CRA owned parcels; • Incorporation of first-right-of refusal clauses associated with CRA owned parcels; and, • Incorporation of terms for adherence to development timelines and property exchanges. BACKGROUND: At their December 8, 2020 meeting, the CRA Board discussed the pros and cons of entertaining one of the Letters of Intent submitted for the acquisition and redevelopment of the CRA owned property located at 115 N. Federal Highway. The CRA Board concluded that the Request for Proposals/Request for Qualification (RFP/RFQ) process would be the best way to solicit proposals while addressing the goals and objectives of the CRA Redevelopment Plan (see Attachment 111). The full list of Letters of Interest received to date are listed below in order of date they were received: • August 6, 2020 - Ocean Avenue Residences & Shoppes, LLC (Attachment IV) • November 9, 2020 - E21- Real Estate Solutions, LLC (Attachment V) • November 16, 2020 - B & H Fine Foods 11, LLC (Attachment VI) • November 18, 2020 - Blackonyx Capital, LLC (Attachment VI 1) • November 30, 2020 -209 N. Federal, LLC (Attachment VI 11) Attachment IX provides a public comment log of comments received by staff regarding the redevelopment of the property. FISCAL IMPACT: To be determined by the CRA Board. CRA PLAN/PROJ ECT/PROGRAM: 2016 Community Redevelopment Plan CRA BOARD OPTIONS: 1. The CRA Board may determine that it is in its best interest to approve specific terms and conditions to be incorporated into a Request for Proposal/Request for Qualifications document and direct CRA staff to present a formal document for the Board's review on the next available agenda. 2. The CRA Board may determine that it is not in its best interest to approve specific terms and conditions to be incorporated into a Request for Proposal/Request for Qualifications document and direct CRA staff to present a formal document for the Board's review on the next available agenda. 3. Alternate determination based on CRA Board discussion and consideration. ATTACHMENTS: Description D Attachment I -Aerial Map of 115 N. Federal Highway Parcels D Attachment II -03.04.21 Community Input Survey Results Attachment III -CRA Redevelopment Plan - Downtown District D Attachment IV -08.06.20 Letter of Intent from Ocean Ave Residences & Shoppes, LLC D Attachment V - 11.09.20 Letter of Intent from E2L Real Estate Solutions, LLC D Attachment VI - 11.16.20 Letter of Intent from B & H Fine Foods II, LLC D Attachment VII - 11.18.20 Letter of Intent from Blackonyx Capital, LLC D Attachment VIII - 11.30.20 Letter of Intent from 209 N. Federal, LLC D Attachment IX - Public Comment Log Regarding 115 N. Federal Hwy a) �{ pj Y = v m E t 4, 0 = m U o v b_ r -+ U S{, M i ¢ 2 3a mp 3 t 0) t t ¢ r m C: m 7 co C m = = J = ; m N 7 OL LOO and ED mm a iii LL m N 06i m LL G7 W m W Z Z Z LL Ln V > I '41 Z ; co O OJ N - O t- �--� LL N O Oi M O .R N �--� O fV0 Ln Ln O Ln .--I N 4S N O .--I N Ln O N a Ln Ln Cn N Ln .. N .. N W .. N W .. N .. R ol v v 3 v v 3 v v 3 v v a t v QOQ QOQ QOQ QOQ QOQ QOUQ N N M Ln %D WRI MMM lj ttl � s. cl 'S C fir . h i k O 0 ca l,A � I- � tr ?ja rlfi� 4tf„� r r- - a Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q1 Would you like to see a future redevelopment project incorporate a mix of uses, such as (check all that apply): Answered: 505 Skipped: 2 None of the -_ above RestauranIMMEMEMEM Office r Retail RentaM�1'1 Apartment Condominiums 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES None of the above 12.08% 61 Restaurant 78.02% 394 Office 38.61% 195 Retail 69.70% 352 Rental Apartments 15.05% 76 Condominiums 25.74% 130 Total Respondents: 505 1/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q2 Would you like to see a full-service grocery store or corporate headquarters incorporated into a future redevelopment project? Answered: 504 Skipped: 3 Yes - No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 53.37% 269 No 46.63% 235 TOTAL 504 2111 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q3 Would you like to see a hotel incorporated into a future redevelopment project? Answered: 505 Skipped: 2 b �t `} Yes ` } No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 48.51% 245 No 51.49% 260 TOTAL 505 3/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q4 Would you like to see residential units built for a variety of income levels incorporated into a future redevelopment project? Answered: 507 Skipped: 0 Yes Rw No No= 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 27.61% 140 No 72.39% 367 TOTAL 507 4/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q5 Would you like to see larger than required public open space(s) incorporated into the design of a future redevelopment project? Answered: 506 Skipped: I s Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 79.64% 403 No 20.36% 103 TOTAL 506 5/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q6 Would you like to see more public parking spaces incorporated into a future redevelopment project? Answered: 505 Skipped: 2 s Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 80.79% 408 No 19.21% 97 TOTAL 505 6/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q7 Would you support paying for parking during special events and high traffic times? Answered: 505 Skipped: 2 Yes - No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 53.27% 269 No 46.73% 236 TOTAL 505 7/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q8 Would you like to see accommodations for mass transit, rail, or ride sharing amenities (such as bus stops, train, Uber, and bicycle) incorporated into a future redevelopment project? Answered: 505 Skipped: 2 4 Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 71.68% 362 No 28.32% 143 TOTAL 505 8/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q9 Are you a resident or business owner in Boynton Beach? Answered: 500 Skipped: 7 Resident Business Owner Both 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Resident 79.40% 397 Business Owner 4.80% 24 Both 15.80% 79 TOTAL 500 9/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q10 What is your zip code? Answered: 506 Skipped: I Boynton Beach Zip Codes 33435 =275 33426 = 76 33436 = 75 33437 = 39 Outside of Boynton Beach = 38 No Responses = 3 10/ 11 Public Input Survey for "Future" Redevelopment of BBCRA-Owned Property Q11 Please enter your email address if you would like to be added to the BBCRA email subscriber list to receive information about future redevelopment projects, programs, and events. Answered: 292 Skipped: 215 ANSWER CHOICES RESPONSES Address 0.00% 0 Address 2 0.00% 0 City/Town 0.00% 0 Company 0.00% 0 Country 0.00% 0 Email Address 100.00% 292 Name 0.00% 0 Phone Number 0.00% 0 State/Province 0.00% 0 ZIP/Postal Code 0.00% 0 11 / 11 tk`yn m1\)Jt' {� 2)� t1 v4 v} (s) {tA�` gl(',J�)s 'tlf�r��t� ,i�,v S( R.1t1y�i r s} �J b 1* � } fr, t' t r �F I 4 OAR BoYNTON BEACM c- 0%mmunity RedevvelOwmen-Ig- PI u---in gO s{}t£ltlf£ 7 k (S` li it r F II, try V� t WMAB 4 y ( llll 11,� M1 b''kk 1 k t } i $ l ) �F tl,, \j h; � si=„ {'s' � �'�l'`'fit, , )tii,l l t�`�i•{' '' (�� — ��` 00 tA'f(;, .. I Wy W ., �l��e{�llffz'flist�sttt (!s'1 qp +UAL k N St i it<< r ,u ,s , r isW`' sft,ly Ir 5 P � t s-.Y NO { i f— �, � s r z a a l S h M 80 nil; 0, j �4�t or>�,>0 Downtown District Introduction Planning Challenges Planning Considerations The Vision t�4 Recommendatio ns �11{ } !ill; Gas. `1�1` Introduction „ The Downtown District has been included in several planning efforts including the Federal Highway Corridor Plan, the Downtown Vision , . and Master Plan, and the original CRA plan ` adopted in 1984. It has long been the desire of the City to reinvigorate the historic center of Boynton Beach. Some progress has been made toward this goal with the development of the Casa Costa, Marina Village condominiums, ' and the soon to be completed 500 Ocean n '� mixed-use development. The CRA has invested in the redevelopment of the Boynton Harbor Marina to create a tourism w �� destination, preserve a working waterfront and o , support the boating community. The Agency planned and constructed the Boynton Beach Promenade that extends from Federal Highway . to the Intracoastal Waterway; the Promenade also connects to the City's Mangrove Walk Park ' and the Marina. Aye The Downtown District is bound to the north ?� by N.E. 7th Avenue, to the south by S.E. 12th � , It r. Avenue, to the east by Federal Highway and the Intracoastal Waterway, and to the west by the � - FEC Railway. The District connects via Federal Highway and S.E. 4th Street to the secondary development node at Woolbright and Federal Highway. Figure 40: Downtown District Location Map Downtown Boynton Beach is easily accessed via 1-95 and Boynton Beach Boulevard: the distance from 1-95 to Federal Highway is less than one mile. The City's beach at Oceanfront Park is only 1.7 miles from 1-95 or, for residents of one of the new downtown developments, a quick walk over the Ocean Avenue Bridge. The Tri-Rail Coastal Link commuter rail station is planned for the downtown at N.E. 4th Street between Ocean Avenue and Boynton Beach Boulevard. This led the City to adopt the Downtown Transit Oriented Development District, allowing for a 25% density bonus within '/2 mile of the future station. 82 P _t� e A second consideration is that the Downtown District is entirely enclosed within the Transportation Unlike Delray Beach or West Palm Beach, Boynton Concurrency Exception Area (TCEA) which, in Beach historically has only had a very small downtown addition to the residential exception area applicable area. It extended from just east of Federal Highway east of 1-95, exempts all development from the Palm to west of Federal Highway at Ocean Avenue. There Beach County traffic concurrency thus allowing have been very few commercial buildings that could denser development. be repurposed into restaurants and stores as Delray Beach has done. Consequently, the first CRA Plan The existence of both of these transportation- adopted in 1984 concentrated on the downtown oriented designations is a factor in considering where area (smaller than proposed in this plan) as a increased height and density will occur within the redevelopment priority. CRA district. The Downtown District's location in the Some of the planning challenges are: center of both the DTODD and the TCEA supports the highest density and height within this district. • Lack of developable parcels — assemblage is required f3sz4 • Property owners have unrealistic expectations '4 of the value of their property �,. • Not pedestrian friendly ` '^ �';; n • No shade trees + tE , t} • No public parking areas and little on-street parking ,} v.. • Lack of wayfinding signage ' t � • No design theme to create an identity w • Limited space on Ocean Avenue to locate retail % and restaurant usesnA, llnndn Considerations Several factors were considered in determining the land use designations for the Downtown District. First, the downtown will be the future site of the station for the planned Tri-Rail Coastal Link commuter service on ,s req" the FEC Rail line, which will serve the South Florida metropolitan region. To improve land development patterns in advance of station development, the City adopted a Downtown Transit Oriented Development District (DTOD), covering a '/2 mile radius around the station's location. The DTOD district regulations support increased intensity of development through a 25% density bonus. Figure 41: Example of District Planning Challenges 83 \ \ \ \ \ \ \ \ \ \ \ % \ t \ \ \ \ 84 Vision Downtown Boynton Beach will be where people live, work and play in an environment that provides bikeable and walkable access to the beach, restaurants, transit, parks and cultural experiences. There will be areas to gather and socialize. Entrepreneurs will open new restaurants and businesses creating financial benefits to the local economy. Attractive new buildings will provide housing for people of all ages and incomes, and accommodate new shops and restaurants. Recommendations.tions. St eetsc a n e Streetscape enhancements are recommended for the Federal Highway corridor. The space for these enhancements may be obtained through either right-of-way dedications or public easements. The enhancements should include: • Create a Complete Street design for Federal Highway including the addition of: • On-street parking • Bike lanes z4 Enhance median with mature tree canopy (at time of planting) and landscape lighting • Marking of major intersections with materials such as pavers, paint, etc. Ott. • Create a Pedestrian Zone adjacent to the right-of-ways that is inviting, safe and includes: • Addition of canopy street trees • Minimum 8'wide clear sidewalk ,''R • Minimum 8'wide active use area abutting the buildings>> • Decorative light poles at both the vehicular and pedestrian scales • Enhanced street furniture, bus shelters, bike racks and receptacles ;`` • Active uses along the first floor of development • Canopy trees that provide immediate shading at time of construction • Bus shelters with unique design for the downtown district • Underground overhead utilities • Public art in key locations • Additional pedestrian crossings where needed • A greenway along SE 4th Street and Ocean Avenue connecting Pence Park and the Marina, per the Connectivity Plan • An eco-trail connecting the pedestrian zone to Mangrove Park, per the Connectivity Plan. 85 Recommendations: L nd Use To attract new residents and businesses, the area must present a unified vision for the future. Therefore, it is recommended that the changes to the Future Land Use map be made using the new future land use/ zoning structure as shown: Table 5: Recommended Future Land Use (FLU)Classifications within the Downtown District LAND USE DENSITY CORRESPONDING ZCHIHC DENSITY MAX CAP* HEIGHT HighDensity p { }dd'rr 9p ®may ®D .{5 45' 15 ®�-T7 I'.PUI�-,.PUD {U' TLJ Residential Mixed-Use 50 MU-2 46 66` Medium MU-3 66 76` Mix Use High 80 MU-4"" 60 160" U Core 66 159 General {f�4 f34s} Commercial ria C-4 rVa 45' '= Industrial a M-1 r n/a 46 Recreation rVa Recreation n/a 46 *Properties located within the TOD may recieve a 25%density bonus G#' 1 III IN i � U- High 0 d da (Zoning W-Core) Max height 150' TOD Density Bonus Commercial uses required to front ° Federal Hwy � 50'Raise Maximum MLI- Med +40-50dudae Max eight,- 65'-75' TCDD 5onus a (height f density) I Commercial uses required to front: Federal Hwy Building frontage required on SE 411 Street: Maas 4 steries on SE 411, street 4- r Figure 42: Cultural District Example Projects 86 4 rcy I ��}! •I , � t 4 f ya'f C `•`��m ! e ani�� w •t n � ��.� att� ih i y I , r , z TV yy �, b } 4 '�e7L�41 Y ylra a�ryad Is•��I � �}})( �_ �� '�� } 1 #''.rte Far t.t�l Lt MIKA,I AlIlkac 5 1 I Figure 43: Recommended Land Use for the Downtown District 87 Recommendations:tions: Urban DnqigR In order to promote an active and walkable built environment in the Downtown District, the following recommendations apply: • Active commercial uses shall be required on the street frontage of Ocean Ave.Automobile oriented uses, such as gas stations, car washes, and drive-thrus, are prohibited. • The build-to line shall accommodate a ten foot sidewalk, mature shade trees (at install), street lights and street furniture • Buildings fronting Federal Highway, Boynton Beach Boulevard and S.E. 4th Street shall have a 60-90% window to wall ratio on the first floor. • Approximately 75% of the lot frontage must be occupied by structure and adjacent to the pedestrian zone • Buildings fronting Boynton Beach Boulevard or Federal Highway shall have a minimum height of 30' • Buildings fronting Boynton Beach Boulevard and/or Federal Highway shall be a maximum of 45' in height, any additional height permitted by the zoning districts must be stepped back proportionately s to the overall height, a minimum of 10' deep. fParking shall be located to the rear or side of the property. Only when access is not possible from the rear or side shall curb cuts be permitted on Boynton r beach Blvd or Federal Highway. � All buildings along Federal Highway must have pedestrian access from the right-of-way/sidewalks. rt The main pedestrian entry, or front door, must be fronting Federal Highway. Y. ` Where mixed use development is proposed adjacent residential areas, the residential areas shall p p p j ��- be protected through the residential compatibility standards and the use of landscape buffers and/ or walls as appropriate. - Staff will review architectural styles and make recommendations regarding Architectural Guidelines that may enhance the character of the District. This process will include public input. MW r Nk IN k Figure 44: SE 4th St. Example Mixed Use Medium Project 88 esidenbaVOrr e x �E�51d�ntidaf y ri z N 1 1 'y .. y y, r. &cycle Path parallel paferg ysy re zy IA n!r is tsJ yJ Street '* �11 OWYC112 Path Space Garage oess )1; 4�aralt6arkin On-site Parking \,( Pedestrian Zone k "deatrian Zone ParallelPatking Dicycle,Path pParallel PaMmg `II Bicycle Path Figure 45: SE 4th St. Design Diagram 89 �.Z I �g�yfig y® f Y �Il I [1 W11, � �<q��,'�l � ZRR i3 fr S , If Ni 71 i ua , Figure 46: Example of Mixed Use High Project in the Downtown District 90 w I , „ I t I� 1 f �P vfp �n �•Y :. f i t4 �� L!� wtp� I a a � a i ly k. k fi I u I ' I Y ra t -�.�..-" r� ��` A.,• OR f �ltts 47, 10 i l I;,tr x F � 1� , 7 M 4 I g`r � r � k Figure 47: Downtown District Master Plan 4 II ,t•,�, ,„ `1�� it��1�� y �l�r l(tsly�f 11i�� J�l[�r �i i�tiS} s4r j �rit��t�)�yyy t�l ley it � iy 1 s u 4 r' r r I I n�i�pp�,,IfI �1 E i I I j tr r��,, tr ss�'�`t�Yrtstr s t tt 1 a r, s \ ll n �4 lil liIk ��»21 fii�i rz X14 — _ 42 I,-- z LU CL 3: 0 uj u uj a < > LW LU uj U. 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J J J J J J J J do aj N LA q 0 U 'Uaj J Q C7" ) N + v Q y > e G d Q ILLLLLL I I v u � � v c E •.' (, Q u m N m h a N 4 o k m v S2 W m W o a B �4 o z LU :E IL 0 W. ui us > W Uji U- LU 0Q Z uj x LO go Im "'A PROPOSED DEVELOPMENT FCR BOYNTON REACH 115 FEDERAL EW PROPERTY November 9t", 2020 oro Banyan sib s qrrr, � � CITY OF CS T � � � s = L in Partnership withBOYNTON + "M SEALESTAT CO3 WNfff R DIFEVFLa~��`:ENTAG'ENC, LUTIONSL LLC .;, .,,. CONFIDENTIAL INFORMATION - The information contained in this [proposal] contains our trade secrets as defined in Section 812.081(1)(c), Florida Statutes.This information is proprietary and confidential and must not be disclosed or used for any reason without our prior written authorization. Such confidential trade secret information is exempt from the public records disclosure law pursuant to Section 815.045,Florida Statutes. 'F(f°j�� sib i �'10"`v�,r2o Ir$ TAS o cowy�sal i? ti t �� Letter of Interest I'llJII z tr` Development Team Schedule U Uof'l�13141, �s Neighboring Properties IS �� s tk �t i,�t �` � f 5 #(r y Master Plan , Concept Photos and Renderings Jilili, Financial Approach � � ,i Project r r iPro-forma ��`> Wh E2L , s 1 I 1SEtp � 3 Ire IYR 'T xz iia. TTJ Eil D) I INTE �E,YS;S Or rZ !W E2L +rt REAL ESTATE :. � SOLUTIONS, LLC November 9, 2020 Michael Simon Executive Director 100 E. Ocean Ave., 4th Floor Boynton Beach FL 33435 Ref: CRA and City Owned Property at 115 Federal Hwy Dear Michael and CRA Board, E2L Real Estate Solutions, LLC in conjunction with our design partners are submitting for your consideration this "Letter of Interest" and supporting information in the interest to partner in the development of your real property at 115 Federal Highway. Our experience of working with Boynton Beach over the past 4 years on the BBTS project has provided us with a deep understanding of the long-term interests of the CRA and City. We would love to continue creating the vision for Boynton Beach, working hand in hand with the Commission, CRA, City Staff, and community at large. We understand the CRA has received an unsolicited LOI for the old library site based on August 11, 2020 CRA meeting, that we attended via virtual mode. We understand that the 90-day consideration period will expire today, and we are submitting this letter in the interest to provide options to your decision- making process. Our approach in developing your property will address several factors that could positively impact the development: 1) We have met the surrounding property owners and tenants (Harvey Oyer, Davi Camalier, Valarie Hatch Pleasanton, Shafiqul Islam, Kim Kelly) in person or virtually to discuss their interests, concerns and ideas along with short- and long-term objectives. The exception was Bradley Miller who is currently working with the initial group that submitted the unsolicited LOI. Having an appreciation for their situations provides us with the opportunity to work towards common goals with the CRA and Commission to support the highest and best use of the property for generations to come. 2) Having learned from our BBTS efforts, we are prepared to provide alternate solutions to the parking needs of the existing businesses and future development projects such as the FEC train station site. We are proposing to apply the parking land-assessment approach discussed with the city, using the land zoning densities and payment approach for property development rights as derived for the long-term parking ownership that the city desires. 3) Again from experience, we are proposing to option the property needed for the Private Development while leaving the public property in place for the parking garage with final acquisition of land occurring after the project zoning approval and financing commitment confirmed along with permitting ready for issuance to start construction. The land purchase option price would be based on a negotiated value with consideration of "open book" costs to be incurred in delivering the public parking requirements which are proposed at 150 spaces (based on our design more parking can be made available should the city decide this would be needed now or in the future). 3 4 Click Here to go Back to TABLE OF CONTENTS 4) Our proposed development is uniquely designed in consideration of Post COVID-19 considerations and represents a state-of-the-art layout for accessibility, sustainability, wellness & health, urban renewal, and mobility. We have planned a true mixed use design that encompasses 220 residential units, 34,000 sq ft of retail, 130 room hotel and associated greenspaces to complement the planned and completed development throughout the Boynton Beach Town Square area along with a 686 space parking garage. 5) We have met with planning and zoning to review our design concepts which allowed us to confirm building setbacks, scale relevant to adjoining properties, green spaces, waste management, walkability, and proposed relationships to neighboring developments. We believe the Ocean 1 development scale and proposed development options to complement Banyan Oasis would greatly benefit the CRA and City of Boynton Beach's goals for the downtown area development including the possibility of integrating Davi Camalier's Ice Cream property into the project. 6) Civil considerations including utilities and storm drainage have been discussed with partner Kimley Horn who was our Civil Engineer of record for BBTS. Our understanding of traffic and mobility options for the site have also been coordinated with Baker Barrios including the widening of Hurricane Alley for a safe pedestrian friendly environment to coincide with the overall development to build from the existing restaurant and retail in the area creating a destination space on the west side of Federal Highway. 7) Lastly, we are proposing that the city work hand in hand with us in the interviewing and selection of residential partners who fit the expectations and needs for housing in the project coupled with the proposed hotel development which may also be designed to support for sale residential units. We are excited about the opportunity to continue our development efforts with the CRA and City of Boynton Beach and look forward to discussing how we could move forward with our proposed concept designs and approach to execute the development. Mark Hefferin President E2L Real Estate Solutions, LLC Copy: Kelley Hefferin-E2L Holdings, LLC 4 Clack Here to go Back to TABLE OF CONTENTS DE EL0PM1 E Nf T E A , BOYN TON' , e BEA6 �, CRA hl �P}r 4i zts�s� BOYNTON 77 B E A, C H w �C ��---yy TT I I W u � SOLUTIONS, LLC i ' Baker Barrios Ill,............. i, m e y or'n r r' f off, t t5 3l\ t f - � Expect More. Experience Bette w EM 4 Click Here to go Back to TABLE OF CONTENTS Sju , Mark Hefferin President E2L Real Estate Solutions, LLC 7 Education M tII Bachelor of Science, Civil Engineering&Architecture, Fairmont University, Fairmont,WV � � Professional Affiliations Design Build Institute of America (DBIA) International Society of pharmaceutical Engineers (ISPE) Associated Builders&Contractors, Inc. (ABC) Bio Florida including Speaker engagement on Research Facility Design and Construction Florida Certified General Contractor CGC1512871 (Active) Profile Mark has been in the Design and Construction industry for over 37 years. Having spent 28 years with a national construction firm he founded and operated operational offices in Raleigh, NC, Richmond,VA, Baltimore, MD,Washington DC, and Orlando, FL serving major client's in the Public and Private sectors.With responsibilities peaking 250 employees he oversaw the design, development and construction of over 12 Million Square Feet of complex facilities serving a variety of industries.This included Healthcare, Pharmaceuticals, Institutional Education and Research, Hospitality, Food and Beverage, Micro Electronics,Aerospace, Retail and Commercial Office buildings. Over the past 8 years he has worked in the development market sector using his extensive knowledge of design and construction and applying that to the design/build process by integrating site selections,entitlements,zoning and permitting activities.This comprehensive background provided the platform for delivery of a multitude of specialty clients including the Federal Government. NASCAR I International G Speedway Corporation (ISC) g, GRAND-AM World Headquarters Location Daytona Beach, Florida Construction Value $38.5 million Building Size � 200,000 sf Completion 2009 Assignment General Contracting The 200,000 sf eight-story, corporate office building consists of a concrete frame structure Client with a curtain wall and composite metal panel exterior.The interiors included open and International Speedway private offices with executive class offices on the upper floor which incorporated a number Corporation of select finishes including marble flooring, natural finish and lacquer finish wood wall panels, custom back-painted glass walls, and custom glass and demountable partition Architect office walls. This project achieved LEED Gold Certification. Below referenced projects Gensler/Design Collective reflect related work completed in around Seminole County during previous work Architects experience with Suitt Construction + BEK. LEED Certification EM LEED Certified — Gold 4 Click Here to ger Back to TABLE OF CONTENTS l s t lit s� a-illl r , i+ i \s\l is{( rl � iilis r;r`.l 1� tr ,•`i ,r s„.rS { it+i,l}till + t{r\l\ t t lit 1Ss , t 1 t� i r f to 1 I&1 e €�l S7 S `l1 Town Square,Boynton Beach,FL— E2L Real Estate - Solutions, LLC entered into a public-private partnership ; + „ (P3)for the proposed development of Town Square which1�'1' will include more than 700 residential units,a 120-room hotel,80,000 square feet of commercial space,theh`. renovation of a historic high school,an 110,000-squarefoot � V City Hall/library building,parking garages, park and playground areas,and associated infrastructure.The ll��i s project also includes a new 57,000 square foot Police ,',t Station,a 12,000 square foot Fire Station,a 2700 ton ``° t lei District Energy Plant to serve 13 new buildings.The scope of the services also included raising of eight city buildings over the 24 acres of property.The proposed infrastructure �''+� �.�;'•�''�' if fi{� l"'� '„1 `` includes 4,850 linear feet of new water main;2,500 linear ' feet of new gravity sewer main; a municipal lift station and a force main; reclaimed water main extensions; district energy chilled water line routing; and paving,grading, and drainage design. r The Westin Lake Mary I Orlando North Location Architect Lake Mary,Florida Milton Pate Architects Construction Value Awards $34.5 million ABC Award of Merit(Excellence in Construction) P li 1} i 1 i i S Bulding Sze 1 Commercial—$20 to$50 Million 1 91,0 00 sf Category The facility houses 20,000sf of meeting and ballroom space.A sushi bar and Completion Awarded by Associated Builders Shula's 347 Grill restaurant are also included,along with a heated outdoor 2009 and Contractors,Inc.,Central pool and hot tub.The W estin W ORKOUT®fitness facility features state-ofthe- art equipment,with weight machines,free weights and cardiovascular Assignment Florida Chapter equipment.A car rental desk and a full-service business center are also Construction Management at Risk (2010) available at the hotel. Client YRG Hotel Group,II,LLC ° t1>fr 4 Click Here to go Back to TABLE OF CONTENTS Kelley Hefferin Managing Partner/ E2L Holdings. LLC Education Associate of Science Degree, Fairmont University, Fairmont, WV t , Profile Kelley began her development career in 2016, with the co-founding of E2L Holdings, LLC, which is the parent company of E2L Real Estate Solutions LLC. She has been very active in the public-private partnership (P3) for the development of Boynton Beach Town Square (BBTS) in Boynton Beach, FL She has been instrumental in the (BBTS) capital "Naming Rights" campaign to raise funds ($7.5MM target)to ensure that businesses and individuals can leave their mark in a chosen area within Town Square.The goal is to maximize the potential of all the facilities and offer the most positive impact to the community. Every aspect of Town Square is designed to offer enjoyable, meaningful gathering areas that are also safe and secure. Visitors will find lovely walkways to stroll through, while advanced camera systems monitor public areas with sight and sound detection. For those who are deaf, hard of hearing, or have visual impairment, electronic crosswalks and digital/voice signage are incorporated throughout the Cultural Center. The Cultural Center is the newly renovated, original Boynton Beach High School built in 1927. A treasured part of Boynton Beach's rich history. A comprehensive list of donor opportunities are available for naming opportunities, including meeting rooms, classrooms, gallery spaces, courtyards and greenspaces. Previous Experience CSX/Chessie System Railroad Clerk/Operator working closely with Dispatcher, writing up orders for train Conductor and Engineer for orders on schedule and assignments. Dillard Paper Company-Accounting Young Phillips Company-Accounting t� E i j akk �' v' �r 6 �5,W'� 4 Click Here to go Back to TABLE OF CONTENTS Public Relations for BBTS, including focus on Arts, Playgrounds, Cultural Amenities — by attending public input meetings and being part of selection committee for approximately $1.8M\\M of Art with City Staff. 11"'N } rEE�Et�Y 2S 0�1t i u 1�EY Ys s.t, Y E' 9 1 t 1; f rl?IV Y } � if- ( a r X 1 E n, t v ' E U } r ' 9 4 Click Here to go Back to TABLE OF CONTENTS "'" Antonio Balestrieri Development Director E21L Real Estate Solutions, LLC { z Education 2012-2014:Masters of Business Administration(M.B.A.)-DEANS List,with Distinction Schulich School of Business-York University,Toronto,On,Canada g,, {t 2002-2006:BachelorofEngineering;Civil,Structural(B.Eng.)—DEANSList,withHonors McMaster University, Hamilton,On,Canada Professional Affiliations -Professional Engi neer(P.Eng.)License-Professional Engineers of Ontario(Canada) -Rea IEstate SaIesAssociate License- National Association of Realtors(USA) -Urban Land Institute(ULI):Leadership Initiative—Public Leadership and Public Private Partnerships Profile With a technical background serving as foundation for Land & Real Estate Development, Antonio has focused on overseeing development projects, origination, programing, feasibility, and project financing. In supportive roles taking projects through entire development lifespan, Antonio has been able to assist on leading bid team consortiums for solicited and unsolicited proposals to Federal Department of Transportation & Municipalities. Previously, Antonio worked on large transportation infrastructure business development, coordinating JV partners and assisting with capital stack ($250M equity;$700M non-recourse debt) syndication with international and domestic banks and other institutions, using best practices for improving bond ratings of Special Purpose Vehicles. With Public Private Partnership (P3) experience, and traditional private sector, both low and high-rise projects, Antonio has been concentrating efforts to combine both types of project delivery with project financing. Projects include turnkey master planning strategies to catalyze and secure private investment across various sectors. Currently, in final phase of completion, Antonio has been involved from financial close on managing $120M USD (mix of Bond and City's Capital Improvement Plan funds) design/build, City buildings and facilities, with varying financial commitments. He is also working on feasibility of other large mixed-use developments and assisting E2L Co-founders with company expansion and growth. Y �t+z��»1sr{ .tnk �, � Y�"`111 Town Square, Boynton Beach, FL —E2L 11� 1); t � Real Estate Solutions,LLC entered into a „ { public-private partnership(1123)forthe ,��` ;' proposed development of Town Square which will include more than 700 residential units a120-room hotel 7 7 80,000squarefeetofcommercial space, the renovation of a historic high school, an 110,000-square-foot City Hall/ library building, parking garages, park and playground areas, and associated infrastructure. The project also includes a new 57,000 square foot Police Station, a �� 12,000 square foot Fire Station,a 2700 on District Energy Plant to serve 13 new r� buildings.The scope of the services also included raising of eight citybuildings overt1 1 - the 24acres ofproperty.The proposed T infrastructure includes 4,850 linear feet of newwatermain;2,5001inearfeetofnew gravity sewer main;a municipal lift station ` s and a force main;reclaimed water main extensions;district energy chilled water line routing;and paving,grading,and drainage design. 0 4 Click Here to go Back to TABLE OF CONTENTS ,i3 TSFI��, �� TS�,1�,°�s�a ts ...• - 327 Royal Palm Location: Boca Raton, FL Construction Value: +20 Million i �� tm Building Size: 120,000 SF Completion: 2018 h Assignment: General Contracting " Client: Group P6 sr Architect: Vander Ploeg &Associates, Inc. Architects and planners O"F, Luxury, 25-unit condominium at 327 East Royal Palm Road in downtown Boca. Prices range from $1.6 million to just under$3 million. frr Special Features: 2 floors below grade Parking (Use of = Densified Soil Material (DSM)to accomplish deep foundations and constructability), rooftop amenity deck and pool with ocean views. 1-66 Expressway A ,� � ��` Location: Virginia (Outside Beltway- Route 29 to Interstate 495) Cost: Approx. $2.5 Billion USD S Length: 22.5 Miles of new Express Lanes ° Completion: 2022 " Assignment: Design, Build, Finance, Operate, Maintain . .I Client: VDOT s D.B.F.O.M. 1-66 Expressway—22.5 Mile extension to provide increased level of service and commute times. Curated Development with partners on risk mitigation and • project feasibility. Coordination of Competitive non-recourse financing and availability payment model. u Special Design Features: lifecycle analysis with robust hs, roadway pavement design to ensure highest level of service. ' 1-285/SR 400 Interchange Location: Georgia Cost: Approx. Est. $750 Million USD Length: 4.3 miles on 1-285 and 6.2 miles on SR 400 Completion: 2020 Assignment: Design, Build, Finance. Client: GDOT D.B.F. of I-285/SR400 Interchange -Bid Package �Y N Development: New Interchange with improvement of 4.3 .„ miles of I-285 and 6.2 miles of SR 400 for GDOT. Project ss goals to reduce traffic and increase safety in surrounding the 1-285/SR 400 interchange in downtown Atlanta. Special features: addition of new flyover ramps, collector- distributor lanes and other facilities to aid in arterial travel. 4 Click Here to go Back to TABLE OF CONTENTS 11 FIRM PROFILE iaar Barrio F, Baker Barrlios Architects,Inc. bft With offices in Orlando, Tampa, and Nashville, Baker Barrios Architects was IRS yaj?i _ established in 1993 with the vision of establishing a legacy based on creative excellence,innovative solutions and long-term relationships. ORryas , 1� s Our experience includes a proven track record telling the client's story through 1i placemaking,visual and creative design,production and project management and A the provision of quality control while maintaining the project's construction on budget.As well as a high level of involvement and follow-through to the project's j4'yj¢iu I completion to ensure that the Owner's objectives are met and the integrity of i design is maintained even after Owner occupancy. The strength of every firm is in its people.We realize that our firm's utilization i of technical resources and our ability to staff projects are always of priority to clients. Our staff of over 120 highly trained professionals is experienced in a variety of assignments for developers, corporations, health care providers, B religious organizations,state and local agencies,and colleges and universities.Our professional staff provides full-service planning, architecture, interior design, and landscape architecture services. OUR MISSION To shape and inspire transformation one person, one project,and one community at a ClickI time.We shape the future by transforming present spaces into tomorrow's places. To"shape" is to influence how a place is perceived and experienced physically, More P intentionally, and psychologically.These elements are represented by the Ps of placemaking:presence,purpose andpersona. � z uYvcr� L r c X11 � + �- vs - l x 4 Click Here to go Back to TABLE OF CONTENTS 11 FIRM PROFILE D1 Raker k_a rloS ARCHITECTURAL DESIGN + MANAGEMENT s Baker Barrios has developed a proven administrative and design methodology of participatory planning which involves the architectural and construction management team with all participants of the owner-user groups. Our Clients have applauded this process,affirming that this collaborative approach has resulted in the smoothest, most successful projects ever designed for their organizations. _ 1 l 4-- - What distinguishes our design and management process is that it is not a single kick-off session, but rather a series of multiple day long workshops. We involve s the Owner/Users/Stakeholders in an energetic, imaginative and visionary environment that fosters creative solutions.The atmosphere is informal, r encouraging communication, setting aside inhibitions and preconceptions,while creating enthusiasm and a shared mission. �i6rrN77 SII VISUALIZATION r We use story because rtes one of the oldest and most powerful ways that humans 0 have to communicate with and understand the world. It governs how we do or don't see meaning,value, utility,and affordances in both ideas and things. Story structure and its underlying principles will help us build better projects. It's how we get your target audience to relate to your project. We visualize information to see patterns and connections that matter to our client's story.Visualization is the art that allows us to focus on the information . . . ... that is important to the story. 'fl I Our team uses Virtual, Augmented and Linear visual tools during the process. �, Mil CCt Combined with a series of design workshops, this has been a highly effective approach to maximizing participation, communication, and decision-making throughout the design process for the owner, users and design team. Our story r telling visualization design approach is used in all our projects. «�s 9irz 61 s ' ri� ttt, i �0t Clients, construction managers and consultants have found that our three- h Y dimensional technologies and animations allow them to understand the project scope, design and building system details as it presents them with a "living and evolving'depiction of the project. i Z � 92L 13 4 Click Here to go Back to TABLE OF CONTENTS NONE TME JULIANAPARTMENTS AT CREATIVEVILLAE Orlando,Florida PROJECT COMPONENTS 409 units Rooftop Pool &Terrace Clubhouse& Fitness Center Collaboration Space Dining }" PROJECT SIZE 250,000 SF 6,000 SF retail E 14-stories 1.6 Acres r r„ SERVICES 11 Architecture t 1 ) ,w Wf i I'M J)�r{i��fNI�j_ 1 t bks 1 J t II ON 1 4 Click Here to go Back to TABLE OF CONTENTS NONE WESTSHORE BY CORTLAND Tampa,Florida PROJECT COMPONENTS 586 Units Leasing Office Clubhouse a Market Place Fitness Center t� Business Center Sky Lounge fr � Two Pool Patios PROJECT SIZE 740,815 SF 994 Parking Space ? SERVICES Architecture h u Yr"'•""� � tt"`' � tt 7rf�f �.....f tt it r rl n.. DIDi i U1 - I f ' t- ,.92L 1 4 Click Here to go Back to TABLE OF CONTENTS RADIUS Orlando,Florida - i PROJECT COMPONENTS 320 Units 6-story Parking Garage Pool Deck Ground Floor Retail i tai hts��' tit � �s ' PROJECT SIZE s 300,000 SF 13 Stories i r SERVICES � Architecture Interior Design I t S � ��€l`� ,V`~�t�� `�� {i ks r ��ilti,��1F t r �+tSl t � sr• � r t �a s k 1� I �S n � � N� ti: sy :- 4 Click Here to go Back to TABLE OF CONTENTS NORAAPARTMENTS Orlando,Florida PROJECT COMPONENTS 246 Residential Units Pool + Courtyard Features Retail + Restaurant LEED® components PROJECT SIZE 279,950 SF } 400 Car Parking Garage 2.5 Acre Site SERVICES Architecture a Interior Design Landscape Architecture -its t� F ` s w, i 1 >i � 1 1 4 Click Here to ger Back to TABLE OF CONTENTS � NONE TYT IVANHOE Orlando,Florida PROJECT COMPONENTS =-- 630 Residential Units Brownstone Festival Street Restaurants + Retail Amphitheater PROJECT SIZE 53,000 SF Retail 428,662 SF Brownstone 1,146 Apace Parking Garage SERVICES Master Planning Architecture Interior Design sll ��jI �t '11 S � �r it dill 4 '� W II ks '3 ate tt�F.t�F`zst, 4 Click Here to go Back to TABLE OF CONTENTS K1fflm1ey))) Horn An Introduction to Kimley-Horn Overview History Founded in 1967, Kimley-Horn is a full-service,employee-owned, multidisciplinary consulting firm offering abroad range of engineering, planning, landscape architecture,and environmental services to clients in both the private and public sectors. Over the years,we have grown from a small group of engineers and planners to one of the most respected consulting engineering firms in the nation—and a recognized leader inland development.Today, Kim ley-Horn has over 4,100 employees in more than 95 offices across the United States and in Puerto Rico, offering a full range of consulting services to local, regional, national,and international clients. Engineering News-Record(ENR)annually compiles and publishes the rankings of the 500 largest U.S.design firms (architectural and engineering firms), measured by gross revenues. Kimley-Horn's sound growth and stability is reflected in its steady rise on ENR's top 500 list.The firm first appeared on the list in 1981, when it ranked 421st. In 2019, Kimley-Horn ranked 21st overall and 8th among the top 100 "pure design firms."This growth has been accompanied by a steadfast commitment to providing responsive client service and pursuing continuous quality improvement. In addition, ENR named Kimley-Horn the 2015 Southeast Design Firm of the Year.The following awards provide even more insight into Kimley-Horn's culture: ®®® The firm has appeared on Fortune magazine's list of the 100 Best Companies To Work For 13 times:for six years from 2005 through 2010,and from 2014 through 2020. In 2020,we rank 16th. ®®® Ranked the#1 Civil Engineering Firm To Work For by CE News in 2004, 2006,and 2007. Kimley-Horn is the only firm to have been selected for this honor three times. ®®® Each year since 2008, Kimley-Horn has also been recognized by ENR as one of the nation's"Top Green Design Firms."More than 100 of our professionals across the firm have earned LEED accreditations. As consultants,we take pride in building real partnerships with clients.That means you get an expert Kimley-Horn team that delivers high-quality results on time and on budget,advocates for your best interests,and worksclosely with you and your entire development team throughout the site development process—from the earliest stages of due diligence and entitlements to construction bidding, inspection,and final punch lists.And because Kimley-Horn makes deliberate business- planning decisions on hiring,growth, and client selection,we remain financiallystrong, independent,and stable. Range of Services Kimley-Horn offers a broad range of engineering, planning, landscape architectural,and environmental services including: ■ Roadway and bridge design ■ Site civil engineering ■ Advanced traffic management systems o Stormwater management ■ Areawide traffic signal systems o Water/wastewater treatment 0 Parking planning and design and collection systems 0 Public involvement programs o Paving and drainage ■ Geographic Information Systems(GIS) o Utilities ■ Environmental permitting,assessment,and ■ Land development services remediation ■ Landscape architecture ' Wetland delineation,assessment,and ■ Urban design and planning mitigation ■ Predevelopment services • Construction administration/observation ■ Comprehensive planning ' Building structures ■ Permitting and approvals ' Surveying/platting ■ Transportation planning/engineering ' Aviation planning and design 92L,. 19 and f 4 Click Here to go Back to TABLE OF CONTENTS ,vnEDULE__1_/, CRA Board Meeting - LOI ...................................................................... November 10, 2020 CRA Decision to Negotiate ........................................................ December—January 2021 Agreement for Parking and Land ...................................................February— March 2021 Selection of Partners and Confirmation of Development approvals ....................................................................... April — May 2021 City/CRA staff Pre-application meetings .............................................. May—June 2021 Master Plan and Site Application Submission .................................... July —August 2021 Permit Review and Comments ...................................................... August — October 2021 Response to Comments — DART Meeting .............................. October — November 2021 P&D Meetings ........................................................................ November— December 2021 Public and City Commission Hearings ..................................... December—January 2022 Multiple Building Permit Plan preparation ...................................... January—April 2022 Multiple Building Permit application review and issuance ................... April —July 2022 Garage Phase 1 Construction .................................................... July 2022 — February 2023 Hotel/Residential Phase 2 Construction ....................... October 2022 — November 2023 Residential Phase 3 Construction ........................................... February 2023 —April 2024 Residential Phase 4 Construction ......................................... July 2023 — September 2024 Retail/Commercial Phase 5 ..............................................................................................TBD } 20 4 Click Here to go Back to TABLE OF CONTENTS APPROACH TO PHASSING OF P R 0 J E C T FO R T HI E 1-'�, B E N E 1-'�,F1 T 0 F M, fill � t � f t 10 jff fiu, ��8 a Il s MI1 : � �'u t x �e"3p��, N 0S 04 f"SIa'-ik�CSvS aRAqvi � - A All a� r N � f t_ tir�� fti t�S�p{i a r><x T r , 110�" 21 4 Click Here to go Back to"FABLE OF CONTENTS NEIGHBORING PROPERTIES," PotentialBanyan Oasis Project Site 1 Current E21- Project— Boynton Beach Town Square ` i ' Z,4 1 J 4 ff44. t f` Ocean One 1 I '.3 is c : , _ Boynton Beach Marina District The Villages at East Ocean gpl0ceyn t .. Legacy at Boynton Beach t� 4w t REAL ESTATE Ocean 500 _. 4 Click Here to go Back to TABLE OF CONTENTS oVEJZALL-,, Pf W J E.CTID E---,,VE---,,L---,,OP?MIENITI SITIE. WITIR TIRE. OPPORTIUNITlYTIO WYO fZ K WYIT 141 T14 NE I -141B o fZ$(— gag", . o r s r, - r - t� — t t E S a8 � � i�v.;yr,t N i n t v t '"tt { r�t ® • ° � ,far MOM� a.'?�rr� tr.�:S F t REAL EEITATE 4 Click Here to go Back to TABLE OF CONTENTS PRO JEC-7 SITE---,-', L.OJOKING SOUTH WEST CORNIE-l-'sR Of IIWY AND BOYNTON jEACH B jLD � d r F 4 s yr 1, s{ ui11 rs �a�f��u� Islam Pr©pert/ MOM ' {F t 24 REAL EEITATE 4 Click Here to go Back to TABLE OF CONTENTS PRO JEC-7 SITE---,-', L.OJOKING NORTH EAST CORNIE-l-'sR Of EAST OCEAN AVS IUE AND NE 4Tfl SSTRE---,-',E---,-',T x h k U x r u, I N 4 Raz} �. a op t` e s rti t �__ as �" � 4�1� �• _._ �.� n FtQrid`ast tewerk ,t MO REALM 225 4 Click Here to go Back to TABLE OF CONTENTS PRO JEC-7 SITE---,-', L.OJOKING SOUTH EAST CORNIE-l-'sR Of BOYNTON BEACH BLVD AND NORTH EAST 4Tfl SSTRE---,-',E---,-',T IN 1 { vl t r 't�' � �. � - � •�r tri �- t ^��r� F r A St k� �z. t tr J r - _ �r��le„� MOM ' {F t 26 REAL EEITATE 4 Click Here to go Back to TABLE OF CONTENTS PRO J C7 SITE L0 0 KING NORTH B ETWEE 1 FZEDERL IIWY AND NE 4Tfl SSTREET a '4S �t „ ,., .� a t 1� ac A� i v w F — t R. II , s Ir Shafiul 151am dyer"Family �ra��erty, t w REAL 4 Click Here to go Back to TABLE OF CONTENTS - 1 ' ' ry m {9 t @rp 4 t 5 L � tEa p d t s s Sx r A t P 1' r,. f�rdNl ar1'ia��er.'t{f� PRO JJE---,-',C,/T SITE---,-', L.OJOKING WEST ACROSS HIGHWAY `Pr©pertr�e+s 28 REAL EEITATE 4 Click Here to go Back to TABLE OF CONTENTS MAS, TER P L A 1 t I'll ff"ll IF t 1 - � 7 i — 4 a W a t11��11h 'rt {``' $ 111 '4,1 17 17 t orb .... rr ttT rie;H ,r 9+1 flr48r Y-" J °p =- `ai` t � � � t = t ! � } h '; Rg — I T 3 IWO 1 t r i z r Y Y a 3 �t t 7 t s ty: — . r E2L 29 REALoSTATE 4 Click Here to go Back to TABLE OF CONTENTS C'ONC'EP)T IDEASS AND RE-1-LE-1-VANIT SPACES , r FW om i 7 h � µ I 1 , I 7 i t I 111 t � IF; Ps � REAL ESTATE 30 4 Click Here to go Back to TABLE OF CONTENTS CONCE-1-TT IDEASS AND RE-1-LEVANIT SPACES {rtk a�} , it x: N - � k �yist,2 i t u' f it W-77777 ph t'� x' H:` REAL ESTATE Ys 4 Click Here to go Back to TABLE OF CONTENTS IS S 10 N t CREATE A PEDESTRIAN FRIENDLYNEIGHBORHOOD FOR THE COMMUNITY OF BOYNTON BEACH ty, come together within ��4 .F ill, � nl, atli N f public and gin spat that provide warier of experiences c�, andinteractions within the community. i' s The current situation of 2 00 has taught us that outdoor 1 ares ard recreational spaces are necessary for the t ji 41 mental and physicalea of the community.This urban , r1 development brings contemporary ideas for the design of the , future. —711-111-1-71-1 4� F= r . f - r� 171111, � rr 4{ t+trr,11 4444 _ 4 r}7Ury4 1 r�' it I",4^ It r ti})i }4(lt iti i 1 )ft�t '� §„ it iri�,hs,it tiir{4 7s,�4 Ej El f 4 S r + �5 It 4 �11 1111+i1 , I TRATE STATION t�i�t tri: t'4 t a4�(�� 1> it 1f 744 rst - t i 1. 4t lli�t 7+4Ci�„�j,vt' 117 SIt#14 4 yifl((i 1 47 ��.Y t , 1447��541 f },� 414 ip) 1 �. - 44114( 17 1� ,1, ,7i 1 lg 4 44 (13 '*-)Yz 4r ''ti�t tt t tis 44 1 rt} 4 4 1195 rt+ed rar tw 200205.00 10 29 2320 ��,�, REAL ESTATE S2, 4 Click Here to go Back to TABLE OF CONTENTS SITE INPOR#MATION r_ ra ira,rq rca i fy prc, €ay Gb z .. PARR&Rg 1 R LEVELS Parkrng Pwxvvwda�l Gr'§ti TOWER 9.[B STORY RESIDENTIAL i t T rte, j i i`). Retail+Food B BoYet& X1 1} d Lave]01 8,749 SF S�}tu Realr�ar�tlaa i Le md� .l. 4 I NMI 56 2 1ii�'lh X, 22 Total Unita 195 1 _ TOWER 2[6.5Zd2RY R@SIl3'IWR$tJRL I Retail l Veen A Beverage 01 10,913 SP err L+�edd.ucrr' i0, Total Units 4S TOWER 2.[5 STORY R£k6RT9'ALTT'd" ° }t}itl F 4 Retail l 010 �se�era,0 �>��iy, " �Eerofiol 0l BntYtfA,SF t HOTBk. Guo'L Ns r}rr ei Le aYa3 05 Total Goext Reares 430 ENG G 3 R i The community of Boynton Beach is known for being socially active and friendly.These areas provide means for people to connect with each other,interact, and create an opportunity for a variety of activities. This lively scenery offers a vibrant engaging and warm welcome to those walking through the neighborhood,making this a '"must go to"destination. r t F I i Vi I yy �t a t N�5',ti�'ra 6. 116rifederal hway 2002015M 1o. 020 ,E21 Baker Barri(. 33 4 Cliche Here to go Bache to TABLE of CONTENTS 'EXPERIENCEHURRICANE: ALLEY ECLECTIC PASTR f- s a z }i �1 f Ixu� i0S ker 13, I � r II ` ny r L1 W. f(4 r 116 rifederal hvvy 200205 00 10292020 B� ., in 8 4�t�+.,��'de gEA�ESTu1TE AN • `;'1 :,, k��x�'��#��P ��N�'h, } }f sf�is3tr Gtt�Br ,C r.r"��%z<< r _ � r„ .w: '�.�4 c c fp v =r 1 f Al v pp S 1 t11s l� ?S,iZ,(��,1£}i,}S$t't}Ir�t(.£�,'��2�� mom :• 4 t } - f, l r s ss -t f c }t�rfi;;�ar>,1V� str._ t7t i...ts a '?s tom.: u4��aV�i11��G�t��v��tt `��,,�� 3 4 Click Here to go Back to TABLE OF CONTENTS I-R I ^.."M L � �`��jt� �I�Lm 9 I��w N C f— y M1 Pr y «cu 7 4�} f i �l '� {l A{ P 1 4 S F } 7 IS S, - I I ��7 ,a a i• R uR�Y � 7�1 ( v� 7 1�u�tl�(I�J7u�lYi jYP7�l I��i'7,, �, o I s I 6 (ll, TRANj -�'`�3yy,,. ;S1Y 4n '� �o � �qN I'rr-«..IP 'y'� r � � � � ar- ft �,«w�!b � "' aa :o..,�j„« A' BIW t��7N.« •.. ka .,� .. � . N,�}g .+}�'-wN� ., P .F RASTANDMUECME7>E . 7f� Ir 01 a si I ry 1y 7`,77,9j�S} VA i�a al �i� � �; i I 1t �•., - a t }I f, �r 7 1�jf i 116rfedewel Fir 200295.00 10.29,2020 �. Baker Barrios k Rrnr�srar� 4 Click Here to go Back to TABLE OF CONTENTS 35 C �D PARKING h� ACE"__ SU LF , i r j 4 I y Parking structure as a visual e k and Physical connection to the E Green Plaza , all z yg�gg P Fh�i... +3 '?M LPA d''t Y"' y ENT G K' E DS.i MCI 'ALKA' 1LI TY THROUGHOUT THE t NEIGHBORHOOD OWS FORAN URBAN MOMENT THAT W1 LL BECME THE"MU S T GO" LOCATION TIT OF BOYNTON BEACH. It44 S$�h — t $�Alxxhood will lead111�� 1; t to s dver* art ad nim - } y I 1 � F .- 11+5rfederal hvuyt 200205 0a 102920X1 � ,� 1: �� er Barrio YY$ ftEA(ESTATE •, ,'a ..... 4 Click Here to ger Back to TABLE OF CONTENTS 36 G H ter t RRrT Y, 1\ :F�a4.a- } r•� �f n�lailtl��;�t'x � � _ xu,yil�V��,l��\�1q1 � I y, 4� r J v s. n 4 f i k j ty u .. a �`a a , Y 4 37 ,im 4 Click Here to go Baric to TABLE OF CONTENTS � 4� +REALESTATE FINANCIAL APPROACH Understanding the Purpose of the Boynton Beach CRA and aligning our services to support the goals of the CRA Board "Under Florida law (Chapter 163, Part III), local governments are able to designate selected portions of a City as Community Redevelopment Areas 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. Our approach to the Development of (insert name selected) of the CRA property at 115 Federal Highway includes several key factors to assure the overall project success. These include taking our experience and applying that to today's economy and interest of the CRA and City of Boynton Beach. 1) Parking for the overall development including existing business is critical. The financing for the garage is proposed to through Public Financing using the low interest rates available to the CRA/City of Boynton Beach under an Enterprise Parking System as proposed for BBTS. Private property users would be accessed a parking license fee to cover the proposed long term 30-year bonds coupled with TIF financing to offset any shortfall in parking revenues. We can also offer the CFP approach used for BBTS should this be preferred for the CRA. 2) Purchasing of the private sector parcel(s) would be through land options for each component shown. Closing would be based on confirmation of all financing necessary in place (equity and debt) to construct the properties. E2L would work jointly with the CRA/City to select partners for each asset class and/or through our direct equity debt partners for the developments. 3) Since the property is in an opportunity zone we will focus on working with the existing land owners specifically with Davi Camalier to integrate key parcel(s) into the CRA site and create a true master development. Appraised and/or negotiated property values would be used to underwrite the project. CRA/City owned land would not be incumbered until transfer of property was confirmed with financing in place. 4) We have established the below estimated values based on the programming section of the private sector proposal.The anticipated Tax Incremental Financing generated would be as follows: ➢ 125 residential units-leased based $41.3 Million ➢ 95 residential units-leased based $30.9 Million ➢ 130 room hotel or 42 for sale townhomes $21.1 Million ➢ 30,000 SF of Retail/Commercial (included above) ➢ Estimated total propertyvalue at completion $93.3 Million ➢ Annual tax assessment $730,000 ➢ TIF available over 30 years $21.9 Million 8 4 Click Hereto ger Back to TABLE OF CONTENTS � k� + REALoSTATE PRO JECT PROGRAMMING AND PROFORMA CURRENT CONCEPTUAL MASTER PLAN PROGRAM (Preliminary figures, subject to change through detail design) NEW BUILDING COSTS Gross Dwellings Est. Breakdown Sqft #Units/Suites Studio 1B 2B Residential 1 115,000 125 47 56 22 Residential 2 83,000 95 45 40 10 Residential 198,000 220 92 96 32:1 Hotel 67,000 130 Retail (new) 30,000 total(sqft) 295,000 1 TOTAL COSTI $90-95Mil. (excludes parking) STRUCTURED PARKING (GARAGE) COSTS Type Count Private 536 Public 150 (Includes existing commerical) total(spaces) 686 TOTAL COST I (Parking only) (TOTAL PROJECT COST I $114-119Mil.1 OPERATIONS & ASSESMENTS OPERATIONS Annual ($) Gross Rev. $ 1,003,200 (From Garage Assesments) Operation Costs $ 415,000 (Includes Reserves) ,Gross Profits $ 588,200 (Available for Debt Service) Full Financing $ 739,307 (Annual Debt Service)" Funds Available $ (151,107) Additional funds required to service Debt from projected Annual TIF available Projected Annual TIF W (Conservative figures shown) 30 Year Projection (Excludes Increases in Ad Valorem) "fw Notes: (Based on prelimnary cost est. 93.3M) *Assesments on private and public spaces vary and subject to change and may involve subsidies "Payments made monthly,includes Interest&Principal REAL ESTATE 39 4 Click Here to go Back to TABLE OF CONTENTS WYHIY E-2L ➢ Continuing the Partnering Commitment to Boynton Beach! ➢ Continuing performance execution as established on BBTSI ➢ Continuing to support the CRA and City vision for the future! } , � , t t , � � � �� \ l ,� � fit , A 6 I"'A "o ,Ili 'u P� REAL ESTATE40 OLUTIONS. LLC 4 Click Here to go Back to TABLE OF CONTENTS B &H Fine Foods II Inc. 6063 SW 18'h St. Boca Raton, Fl 33433 Letter Of Intent 2020.November16. To; CRA of Boynton Beach Re: CRA Notice of Intent to dispose of real property at 115 Federal Hwy Boynton Beach Fl.Publication dated August 19, 2020 B&H Fine Foods II Inc. (developer) offers to acquire the CRA parcel at 115 Federal Hwy to develop a Supermarket consisting of 20.000 square feet with 120 parking spaces. The Supermarket will be built to gain the status of LEED Certified. (Green Building). The Developer will work to partner with the CRA to create a development that compliments existing neighboring businesses along with the long-term goal of a Commuter Rail Station. Term and conditions of this agreement would include a Reverter Clause to protect the CRA's interest. From the confirmation of an agreement with the CRA the developer would look to have the project completed within 18 months. Projection date would be mid 2022. The Supermarket would serve the Boynton Beach downtown and surrounding neighborhoods. Features of the Supermarket will consist of an Urban Greenhouse, (a first in Florida), offering a Farm to Table offering of produce grown on site and including produce from farmers throughout Florida. The Supermarket will offer a full array of departments that compliment the neighborhood. Another feature unique to the Supermarket will be the Commercial Kitchen. The Commercial Kitchen will be certified by the FDA. This commercial Kitchen will offer the opportunity for local entrepreneurs a place they will be able to produce and sell their local products. Currently the developer owns and operates a Supermarket in south Florida that has been serving the community for over 35years.Also, the developer manufactures and markets consumer package goods to national supermarkets. We look forward to further discussing this unique opportunity to be part of the Boynton Beach community. Yours sincerely, Barry Adkin Director B&H Fine Foods Inc. 2 R� 7,� EIE., x+ • M I"d Use Development Proposal 'i GREEN 115 ti - GREEN 115 Letter of Intent Site Plans & • Elevations The Team t _ Capital Stack & Proforma • Project • Highlights a Timeline • Letter of Intent � VA a t�' �✓;� ' �,z dd'_'„. � ,y�� w §"+ %�, ''a REEN + 43 114 It xot #, n s w � 'd. Letter of Intent 1 - 1 i . l - 1 a I — Letter of Intent - Continued 4 l 1 \ § - 1 � = K - _ 1 _ l A - ',"��.. � = - � � �.('.�' �..= ;•y '_ ..= _ � tri,.. �'. : �.kmw - � ,� '.. _ - 1 t \ { 4 - - _ 1 t 4 - Letter of Intent - Continued + a \ t = 1' = F t \ tN \ l \ = 1_ 1 - Blackojjyx CAPITAL C YATES bakertitty ASSOCIATES ARCHITECTURE E� MOS BAINBRIDGE Building the Exceptional Miki Kievan CEO Blackonyx Capital LLC While attending business school at York university, Miki founded his first company in r the hospitality & events industry, which grew to become Canada's largest event decor company. In 2008, during the economic downturn when most people were selling off their real estate assets due to the uncertainty of the marketplace, Miki saw an opportunity and started investing heavily in commercial real estate. His acquisition strategy proved to be highly successful. Over the past decade he has acquired and developed hundreds of thousands of square feet of commercial, 4, {{_ industrial and office space in the Greater Toronto Area. His business savvy and passion for real estate continues to be the driving force behind his winning investment formula. In 2016, Miki founded Blackonyx Capital due to growing investor demand to invest alongside him in medium-to-large commercial real estate assets across North America. Miki has been actively involved in a number of philanthropic and non-profit organizations, and has received many accolades over the years for his contributions. Multi-tenant office & retail complex developed and managed by Blackonyx Capital LLC �4 n t r t ; �4 F t ' ilu i �4 t} 4 V w r 83,000 sgft on 4 a 3 acre a rce I of t f land. d. r 1 1 1 1 1 1 1 0 1111111 1111111 1111111 Multi-tenant office 11S-133 & industrial complex developed LIMESTONE and managed by Blackonyx Capital CRES9 LLC TORONTO I NN: wi � C21 I , j r I 1 Y• 111' r!( t Ilfl 1f 5N+ �N rl I Z r i I r I f � 3 � � � � � � � 21,000 sgft on a 1.05 acre parcel of 1 land. SATES Architectural Partner ilASSOCIATES ARCHITECTURE KELLY YATES - PRINCIPAL/PRESIDENT Kelly Graduated as the top ranked student from Texas Tech University, Magna Cum Laude and was the Recipient ,, t of the 1987-1988 American Institute of Architects School t; =7 Gold Medal, awarded annually to the most outstanding graduate. After moving to Florida in 1988, Kelly passed the Architectural Registration Examination in one sitting s mil and received his license in 1990. Kelly has worked for a number of prestigious firms in the South Florida community, and has been practicing on his own since 1993. A talented designer, Mr. Yates has received many awards, including Gold Coast Builders Associations Prism Awards and the Treasure Coast Builders Association Medallion Award. In addition, Mr. Yates has taught Architectural, AutoCAD and 3d Modeling classes at the Palm Beach campus of New England Technical Institute and Lincoln College. DAVID MAHONEY - SENIOR ASSOCIATE Self-motivated designer with over ten years of experience �r. in architectural design, project management, construction document production, three dimensional modeling & CADD Design with a focus on high-end custom , residential projects all over South Florida. Further � experience includes renovations, remodeling and new £4 construction for residential, medium sized commercial and medical facilities. SATES Architectural Partner ilASSOCIATES ARCHITECTURE Award Winning Architecture • Over 30 Awards for Excellence • Gold Coast Builders Association: • Gold and Silver Prism Awards for architectural design in new construction, per-construction, renovation, and commercial • Treasure Coast Builders Assoc. • Gold and Silver Medallion Awards • in new construction, and pre-construction. Since 1993, award winning Architect, Kelly D. Yates has been providing a full range of exceptional custom, residential and commercial architecture, design and consulting for private clients and prestigious area builders and developers throughout South Florida and beyond. Specializing in new construction, renovation, master planning and historic preservation/restoration. The firm has extensive experience in commercial, residential, healthcare, and hospitality. Yates Associates Architecture artfully combines one of civilizations oldest disciplines with today's ever growing state of the art technology. The professional staff at Yates Associates offers a wide range of backgrounds and training. We combined seasoned experienced with an attitude that is current and aggressive providing a diversified studio for new ideas and innovative results. 14 YATES Architectural Partner ASSOCIATES ARCHITECTURE Local Pr jects 01 The Breakers Beach Club i fan, 111,01 .. . . . ..... . I I Fill I I I 11 A:k I I x� ir'din St Lucie Dabs Putt St Lucie, Florida k St Lucie Oaks Commercial Center t 45,000 5,f,1100 Boom Hotel 15,000 s,f. Commercial Building U 1£ 4� Al, 46 Concept Concept rendering f , { R �Iry Site Pian Typical Floor Plan )AN,, r €(r � �5�)R3tjSl4 rS,sj" r�n5 ommer lal Buillrng FronT LlevaTion ��f�S4�yltn,�r,t{P21t�Yiitijt� s��1�ti�z,i�t�rti r,�,t'?\?�\a�titt` tv re, ))� sj�j � �11 � 1011 V, , LD -- LU - ' ; � 1 Hotel Front Elevation Ocean Club Condominium Ju ffer, Florida f ft sf f, % V i, ry( b Elf I Vi f Uri h 7 y, f ? U f i in - ~� ,l sl M1��Yu l Conceptual Rendering _ - 'J ' fS tt _ Svnan 4F d" � 4 I� "ark>,i aMr i Floor Plan 1®7 MC)SS Construction Partner Building tthe Exceptional Moss is a national construction management company providing innovative solutions resulting in award-winning projects across the United States. And while we have an exceptional portfolio of successful projects, it is the foundation on which each is built that truly sets us apart. We are a family business, forged on longstanding relationships and unwavering trust. We put our world-class experience and entrepreneurial spirit to work across all areas of construction management, general contracting, design-build and public-private partnerships. MC )SS Construction Partner Building the Exceptional Local Projects VIA MIZNER APARTMENTS iyitl 0 14-Story - 366 Units - 255,746 SF i �M '` * 18,707 5F Retail t ® Parking Garage:4-Story, 254,000-SF 1,777 ® Cyan e Cate JE i, 4 r { r : r r It m ti ��liw' r p -1, .7-2- THE MANOR AT FLAGLER VILLAGE Located in downtown Fort Lauderdale, this 784,000-square-foot residential project consists of two, seven-story towers with 382 residential units, a parking garage with 735 parking spaces, and almost 2 ,000 square feet of retail and restaurant space. The type of residential units vary between studios, one bedroom, two bedrooms, and three bedrooms, 1 BRIDGE Property Management Partner Whether we're working with internationally recognized financial institutions or local investors, our dedicated professionals bring detail-oriented and personal service to every client and investor relationship. We are proud to be trusted to expertly manage properties that range from 100 apartments to as many as 5,000. As we deliver a premium lifestyle experience to a growing number of people, we strive to share an improved outlook with our investors. The neighborhoods and cities that our communities call home are special places. Bainbridge is inspired to make them even better. From making a difference in local green spaces to helping those who need assistance, we encourage any community service that brightens the future and inspires others. The Bainbridge difference begins with the unique neighborhoods that our communities are fortunate to call home. Property I LocalPartner • _ t y ty �qy; f S if}}S}illiA'„Sl lc t t , ,,rt 1S S'S'S11t 1 ,f4}l>(lk01 t y>ty y z - � i Si ty s r �I 6 S `w a , 5'S �_„� . 4➢ � �;- �}�) � til}tt}S� �1�� a II 1u. }� 3 K g �. . �F' f r k VW c s%ft 11 II - t 1 Ito s <<fis Romm malmmm Om IP Omm" Newmark _I Debt - -_ _ 140MM 63 mom lamm Knight Frank Newmark Knight Frank, operated by Newmark Group, Inc. ("Newmark Group") (NASDAQ: NMRK), is one of the world's premier commercial real estate advisory firms with a fully integrated global investment sales and lending platform. From marketing the sale of single assets and portfolios, to structuring complex debt solutions, to life of loan servicing and asset management, we provide 360-degree solutions. Taking a consultative approach, we assist clients in effectively managing their real estate operations and portfolios, and creating and executing on strategies that optimize the capital structure, increase efficiency and ultimately maximize value. Newmark Knight Frank's Multifamily Capital Markets Investment Sales team are nationwide experts, providing asset-specific customization that yields highly effective transaction strategies. By leveraging our proprietary database, each advisor has ready access to unique market intelligence to drive demand and match each client's assets to a robust group of investors from private and institutional owners to global investors. Investment sales advisors work closely with the Multifamily Capital Markets Debt & Structured Finance team on loan origination, underwriting, closing, life of loan serving and asset management. This seasoned team provides clients with innovative and comprehensive solutions by accessing a full complement of debt products including Fannie Mae, Freddie Mac, FHA, Bridge, Life Company, Bank and CMBS products. Newmark Knight Frank's Multifamily Capital Markets team is responsible for more than $37.1 Billion in multifamily transaction volume annually. 63 momm IP omm" i Newmark W"I"IMM Debt Ra'sise Partner 140MM mom lamm Knight Frank Local Projects CONSTRUCTION FINANCING T' : ` ENCLAVE AT 3230 H1 ( t" tit. South Daytona, FL Loan Amount: $28,996,000 * Term - 4 Years + 1 Year Extension • 10 -4 Years • LTC - 65% (Debt) • Status-Closed October 25, 2019 The MCF Capital Markets team was engaged to arrange the construction and preferred equity financing for the development of a 256-unit multi-housing community in South Daytona, a submarket that had not had a new development in 15+ years. The Sponsor was unsure of the structure or leverage they needed as we began the assignment but needed a loan placed that could be modified while in process. NKF received indications and/or term sheets from nearly a dozen lenders on the debt side and four quotes on the preferred equity side, giving the Sponsor optionality once the deal was placed under term sheet. Ultimately, the Sponsor chose a lower leverage option at 65% ($29 million) allowing the 23 tightest pricing and limited recourse. �ss I A3 111W 1, Local Projects 1A J, 4MV, (9 bakertitty Baker Tilly Virchow Krause, LLP (Baker Tilly) is a nationally recognized, full-service accounting and advisory firm whose specialized professionals connect with clients and their businesses through refreshing candor and clear industry insight. With approximately 2,700 employees across the United States, Baker Tilly is ranked as one of the 15 largest accounting and advisory firms in the country. Headquartered in Chicago, Baker Tilly is an independent member of Baker Tilly International, a worldwide network of independent accounting and business advisory firms in 141 countries, with 28,000 professionals. The combined worldwide revenue of independent member firms is $3.8 billion. Wright Johnson is recognized as one of the most successful providers of comprehensive consulting services for EB-5, also known as the Immigrant Investor Program. Aaron Goforth, Wright Johnson president and recognized industry expert, will join Baker Tilly as partner. Goforth is a leader in the EB-5 area having served over 600 unique EB-5 clients, conducted over 600 EB-5 economic analyses and executed over 700 EB-5 related business plans. Baker Tilly Capital is a wholly owned FINRA broker-dealer that is approved to offer EB-5 investments. The strategic addition allows Baker Tilly Capital to leverage Wright Johnson's high-quality EB-5 consulting services and makes Baker Tilly Capital a preeminent partner for EB-5 projects. bakertitty Local EBS Projects �lit�+;}ii?s,t, „r<,t,r s,�tlttir�tn llFFr �tt t�{ tSY {{j 1 4", IVORY',N4 A N—StBfLt-3 d of-sc dn.-Lixuty l y 2W-0.,A 'th. 1 h1yd 0 L I[lEA hi t L 16942 q.fl 1 1, 3BI9 I q.4 If01— !DG eo, i.,Po-eo,s -d tnW h,to9f_- rnvamz.t.r,, a W` -5 L,xt,.tiCf't oil .2ds,.Yate4Y..LOEir r'aich2/Jid-antltlebae ylesel'orihcNo.r. I'20I8 V� I I" g TAPESTRY �. -tsDIE frCOLLECTION D vsl p S.I"D L o _P ar =l.e,s<w ad,d IILl r,rt t Ism ( c t t© w v i Kis yula, SDH STUDIO i I � - H isle n HI H i I la,. r".ctiory Hotel Mrt Enit ao dHusp-dit, „ [`/�'` yy ''pps{� ''ll Iotsncr Design:SDH.,i.sds Gx -al EH5 PAR I+1 't dF eaa t t HL r- -Ilrirl4;l°. l F.c I Inarl ConsuftaI&,lw 1rC olmlia L s.fC.-a.I:9.J L - - , - E85 P§9a�sIG¢Msr.rlci tl�£B51r I.ziL�.f1�9ior�lEznter S�IAk.[%t rlLLv UNIQUE AND AUTHENTIC THE PROJECT 12112 Aventura is a vibrant mixed-use project,made up of The 10-story construction begins in 2019 and culminates in 2021,bringing together the team of professionals with the three independent components:Commercial Area,Senior longest trajectory in South Florida. 12 12 tie ng and Medical/P therofessional Offices.It is located in On the first floor of 12 r of 1212 Aventura,there will be restaurants and market-style commercial area,becoming the epicenter of Aventura,Florida USA,on a m jor high tmffic of the District,it will be surrounded by office buildings,residences and a Hotel Tapestry by Hilton,currently under orridor-Biscayne Boulevard(USI). construction,belonging to the same developer group.Development is designed by locals for locals. AVENTURA visit www.1212aventura.com to learn more. TUsra;+ µle fy1 q S � r i,r,, r;t n„ sl{ I ,,,ire,' l��lt,knu tiijl ii i Fne�T� -- tl �� A A.itI.M� [F IAP•Mpk? >� � ,. _!! i n i hw1, ,'sl •i A■ k qM '� P CM ter ttil .f osM m� �t m H„ t - i rs rn, } ' r t � a iili t ii KI" Arn ley ))) Horn Planning Partner • • Kimley-Horn's design engineers and land planners have developed master plans and designed the infrastructure for some of the largest and most successful mixed-use developments in the country. We know how to overcome the challenges of a multi-phased project. We understand how jurisdictional and municipal processes affect schedules and approval times. And we have a track record of seeing what is directly ahead, envisioning future possibilities, and responding adeptly to whatever comes along. Our professionals bring a lot to the table by: • Ensuring more accurate schedules and approval times through our understanding of local regulatory processes • Seamlessly integrating the demands of multiple project types with our expertise • Saving money and streamlining the process with our one-stop shop for land development services A Proven Mixed-Use Partner As a full-service consulting firm, our team can streamline your process and reduce your costs by providing a one-stop shop for land development, traffic planning and engineering, parking planning, landscape architecture, and environmental services. We have extensive experience incorporating components such as zoning, jurisdictional guidelines, multi-modal transportation plans, and context-sensitive design standards for mixed-use areas within a mature urban environment. KI" Arn ley ))) Horn Planning Partner Local • Clematis Street—theiconic main street in West Palm Beach, wI ri —unveiled t third final phase of its innovative streetscape transformation in earlyr • 2020. In collaborationit Dover-Kohl, Kimley-Horn led the City's r - streetscape transformation project, i included i curbless streetsi permeable r CLEMATIS STREETSCAPE parking City's it IMPROVEMENTS - suspended pavement system to provide i i i PHASES AND 3r r ' ' surrounding live ri . Connecting rlmiles of continuousr r amenity, the Kennedy Boulevard I i the longest over-water segment crownand the Riverwalk. i I - rprovided urban design and landscape r, architecture servi for this exciting project. Project Highlights � �ar�` '� �#�a t�' �✓;� ' �,z dd'_'„. 5r uC # ? .g YAN A, �,G. REEN + 43 "AU-4 0.gqyy;Wi�i• e� Green Initiative Green115 will feature various green initiatives incorporated to the architecture and interior design of this state of the art mixed use urban development. Some examples of the environmentally friendly initiatives include: • solar components on the southern face of the parking structure to � '�� supplement energy consumption. i 'Q • Green Roofs or community garden on roofa,� • green wall technologies to conceal the parking garage with plantings W xil k ig and vertical gardens where possible • Pool and amenities deck open to southern exposure for sunlight and air. , , • Energy Efficient HVAC systems • Energy Efficient LED Lighting f systems • Electric car chargers • Low-E hurricane proof glass - ,� i throughout • Grey water retention and water �� collection systems for onsite / irrigation use. • In addition to glass/paper/plastic recycling we can also explore compost recycling. i 30 t s Green Initiative Ze 414 I - y�, i•`iti r; y a.. � a t l n t. 11 0 I }'� I s r { .n These green initiatives will significantly reduce the carbon footprint of both the common area amenities as well as the individual residential and commercial tenant units within this mixed use development. Co-work space on demand One of the things we learned over the past 6 months in dealing with the Covid-19 pandemic is that any of our future mixed-use developments will need to include a co-work space environment in order to accommodate professionals who can't get work done from home and also can't commute to the off ice. For that reason we allocated 2300 square feet of co-work office space. Long term, Mid term, Short term rentals: We will offer long term (1 year), mid term (1 month+) and short term rentals (1 night - hotel style) in order to accommodate work force and business professionals, seasonal snow birds and tourists alike. ��\\1 ��,5 St J,t I a ft �• ,,c,lt,r,,,} ,,r., ,:.,,'�',,;;, .c,_,,. ";�--- ,N 2},),�h.,,,a r.}'S 1 ),` �,..v<,��tj�t:. ,11 $41};5'��,„,. a,,., It rc r `,y{, iY 4:-` r q, St !7) .,�t l'7 'i`rc (�_\))�1jj l�'j�,.11 d1� i fit, J,4 1, , ,t.:•S 4 ,;� �.�� .E;tti jti��it,.•_,,.. , 1St 5S�.._`°� t'$';rf .� "�' 1�4�(�� a"�k n�,),??�J��cii�t;JS�#`r;$t'_;;l z i?triis74cl}�,_��t,�isi d��i„s{}s,i,r�`,< ,. _ _ tt ',,,`m•'�', ,s, ,;}-. $;`)�I fr cs Zs,>,.� �}ti eft(} }st{{7\r i} ��}}lt 4'{{,��tt',�i��}%f{1yt(i sf> ,}t(4 ,tl"�.,,� r ��,- V WR�7�`� ( I�gt s t`�•,7•_ _ u"ail '"� 4 1{�{{ 4��} �y�}}}�"'t��} s �is�� t r 1'i'I;,,•- -- s,r�{„r )yt4`;"y'��}}5 '� »>„'}� r-'' - Ys h u CYt `tlu"s_ � t twft2te it (�` t _ IC l��lt� t � i�t , + t ll r 1{�,• St7�7��; r INE 7) - '� `}'{�Y} S)st�2 Jtt�£t ,t�it=;r ,� _ t t,� �,, �- si� }t� • � �,, 32 Commercial/retail Over 21 ,000 sf of business space available on ground floor • The business/restaurant component on the south west corner is open to the park to engage with existing neighborhood. • Businesses face each other on the ground floor levels to engage street. • Flow of business occupancies from Federal Highway west to 4th Street. • Business space facing tracks for integration with future rail expansion. • Co-work space for tenants to work from "home" within the residential it in . . . .......I nab Ft. n ,s it { 9 t i F ,t, Amenities Green115 will feature 2 pools: (1 pool per building with amenity deck), gym, smart lockers, valet dry cleaning, lounge with refreshments, play room, future train schedule monitors, bike lockers etc... t,S, i+ ntrt�Ar ds — i �Y 1 'I � tiS . c t r t e 4 f t Site Plans & 14 Elevations 'p, �T,-Ww � �ar�` '� �#�a t�' �✓;� ' �,z dd'_'„. � ,y�� w §"+ %�, ''a :J1 d *'IQ 4V Davi Camalier Chevron Property CRA and City slam ul I Gas Station Owned Property slam - Proposed site Property for Green-115 P''tO Stif t{ f �4¢umtt PHASE 2 iS vu t,, "l tl f ...� es{Karr �l f iffy. GREEN 115 t l �jtlr tt fr�,t t tt! li s r ,�� r t I��f Y f t f, }r{ Isf�'�u tl ?S gd lr� it11 sf�t s I! �k f PPP +'f f, 7 �"� t I tti.s t„i{m,.s,,;slltu{f s„i l 1 s �\�lf2Rl4�4ftf{�; Jltistituj til ttt }/ D Il\ t �} f l �I �(}}t)r�ic>4t�la2t+ li{�Ilf4 it r ,1�tt1�� t l Ix�k{dpi t Sl' Yi p- AM f s � �- i 1 ( 1 } -��I! P Ace Hardware - Valeri Hatch [Dew ey Pleasanton Park Oyer Property Family LZirlway Bradley Miller a East Coast Property Property Property GREEN 15 1 YATES A OCIATES ARCHITECTURE INC- llinnij n MOMm m MAMA I l 1 > ` MM 0 14 om J M I 7 - . .. i c� z S LL z I MlI w 6_l 4 E 2 cLL ----------- El I l 1EMU L- , I ® l.� I � InIJ I r FRREVIEWRY SET 11/10/20 fes,- I 1 OVERALL SITE PLAN E SP-1 South Building 1 15 Commercial/ Retail ARCH-CTU A� E RE INC. R(SIDC)�•1L� _ 4 �� _ ��/ L'661 � "C '>`•`XCv �� t 0-W LARK 70005K 6USM255� /SPA Lti/�� II till � a m - PRELIMINARY REVIEW UII, SEi PARKI'JC.AND LL:4DING LONL 11/10/20 I E I ENLARGED SITE PLAN RESIDENTIAL BUILDING ^_^ sL 38 South Building GREEN R e sid e n tia 1 1 5 U nit s AASSOCiA`-ES ARCHITECTURE INC. JL_______JL---------IL========JL----- —IL--=-----JL=--=--=----JL=====_�� Q L u 11F-u s LLr I z r� n� IIr====== I II =====SII II IL------ ----------------- ----------- ILL - II ----- � — ---— POOL II MI IIR� I A411 IIIG� dS^= PRELIMINARY r— _ J� REVIEW 0/20 »UNI I s PI R 11O0R 9 FLOORS OVER RETAIL=I9A UNITS 10 n.00Rs FOFAL TYPICAL FLOOR PLAN- RESIDENTIAL BUILDING H 5L I 39 North Building GREEN Commercial/ 1 15 Retaell ARCHITECTURE INC. El I I PARKNr I.AIRA(J a mANCT z U w I � II II I z m 4 �ry Irt I 41LVict c�`IULIDut �} 4 lcR1..L,�J i 5,000 L l - I11'J LSS/GYMi " �I 3ISNLSS �I I III �,000 cr PRELIMINARY REVIEW 1 11/10/20 i it ------------------ __ _.__ -_- NE 151-AVFN4AF------ ENLARGED SITE PLAN-PARKING BUILDING SP-3 s 40 • GREEN 15 l2j,A� YATF5 ASSOCIATES ARCHITECTURE INC. IS LINII S PIR FI00I- -I""0 ,zivn.I°I:h.IIxx:., hn;r ce�+siiv2i IG Wu oul ter. 1R:PR.L,P UP9S llAI311,IS IJ L0O4'. 3 1 LOOKS OVER.PARK INC,; LIM I S 101'l.00KS`101 AL FLOORS 8.10) it II II II II o � < P o w w �^y r I g Ly— LL m r z I I � II II II II II I PRELIMINARY II II II II REVIEW SET �____-------_ --- -- ——— 11110/2� F T II Ii II II II °E�, II II II e-AW*' I I II II TYPICAL FLOOR PLAN 1- GARAGE STRUCTURE (FLOORS 8-10� "EFS n ° A-203 5 GREEN 15 YATES ASSOCIATES ARCHITECTURE INC. 0 ' lul p p p g p ) l u g 0 u u I I m Q u ■ ■ IN ■ ■ ■ ! x C3 LLQ T4 0 a c) I I a — PRELIMINARY REVEIEW F. a 6 1-1,OORS OVFR R[ ['AIL=408 PrARKIM.SIV IS(1 L.00RS 2-7} as 65 SUR[ACL NI AR TRA(KS . 54 SLIRI A(A l.LVI L&PAI�K ALLFL 527 TOTAL TYPICAL FLOOR PLAN — GARAGE STRUCTURE (FLOORS 2-7) A-202 5 42 GREEN 1 15 SO'UT'H BUILDING BUILDING FOOTPRINT:34,6201 S.F. GROUND FLOOR 84.1SINESS AREAS 16,070 S,F. REST ENTIA,L Of FICE SPACES 2,300 S,F. RESIDENRAC LOBBY 1 830&F, PAPKIN (VERTGCAI C:IRCl LAtIC NUIJlX IES13,1 5$1, GROUND FLOOR EXTERIOR COVERED AREAS 1 235 S.F, TOTAL: 34.620 S.F. SECOND FLOOR RESIDENTIAL APARTMENTS 22,3101 S.F, RESIDENTIAL AWNMES 2,000 S.F, VERTICAL C1r2P„U AiION(UTILITIES 1,265 s.F. POOL DECK 9,055 S.F, TOTAL.: 34,620,F. TYPICAL FLOORS(THROE-1EI} RESIDENTIAL APARTMENTS(PERFLOOR) 22,310 S-F. VERTICAL CIRCULATI NMILITIES(PER FLOOR) 1.255 S,F, TOTAL PER FLOORI : 23,665 S.F. TOTAL OVERALL: 188,520 S,F. CSRA 4D TOTAL IS UTH BUILE1ING) 257,7601 SY NORTH BUILDING BUILDING FOOTPRINT;22.165 S,F. ROUND FLOOR BUSINESS AREAS 5,000 S,F, GYWFITNESS AREA 2,160`7 S,F, PARKINi:NERTICCA,L CIRC ULATIC NI UPLITIES 14,695 S.F. GROUND FLOOR EXg RI R C aoFRED AREAS 310 S,F, TOTAL: 22.165 S.F. rYPK'AL PARMNG FLOORS{TWO-$EVENT PARKING AREAS 22,560 S.F. yERTICAL CIRcL7LATIC:INIUTIL9TlE5 915 S.I` TOTAL PER FLO 23,475 S,F'. TOTAL OVERALL: 140,850 S,F, EDITH FLOOR RESIDENTAL APARTMENTS 16,840 S.F. VERTICAL C IRC ULATIOI!�UUT1LITIES 915 S.F', POOL DECK 5A05 S.F. TOTAL: 21160 S.F, RESH)DJT0 FLOORS(NINE +TEN) 1 1 1 1 1 1 1 VECT6 15 S.F.I UI UTILITIES 9y 1 1 1 1 1 1 1 TOTAL OVEN 3 615 . , 1 1 1 1 1 1 1 GRANO TOTAL(NOPJH BUILDING) 221,685 ,F. 43 1 1 1 1 1 1 1 1 1TOTAL SQUARE FOOTAGE QBOTLI BUILDINGS) 479,445 SF, GREEN 15 SOUTH BUILDING(FLOORS 2-10) APT QUANTITY S®F. TOTAL NET APT S.F. STUDIO-A 2 700 1,400 STUDIO-B 1 800 800 1B-A 2 780 1,560 1 B-B 5 800 4,000 2B-A 1 850 850 213-13 2 860 1,720 2B-C 1 900 900 2B-D 2 930 1,860 213-E 1 950 950 2B-F 4 1,000 4,000 3B 1 1,200 1,200 TOTAL PER FLOOR(APT NET S.F.) 22 8,610 TOTAL SOUTH BUILDING(APT NET S.F.) 198 77,490 TOTAL RESIDENTIAL S.F. PER FLOOR(EXCLUDING AMENITIES) 23,565 TOTAL RESIDENTIAL S.F. SOUTH BUILDING(EXCLUDING AMENITIES) 212,085 APT QUANTITY S.F. TOTAL NET APT S.F. NORTH BUILDING(FLOORS 8-101 Studio 2 780 1,560 1B-A 2 830 1,660 1B-B 1 850 850 1B-C 2 900 1,800 2B 8 1,000 8,000 TOTAL PER FLOOR(APT NET S.F.) 15 13,870 TOTAL NORTH BUILDING(APT NET S.F.) 45 41,610 TOTAL RESIDENTIAL S.F. PER FLOOR(EXCLUDING AMENITIES) 17,755 TOTAL RESIDENTIAL S.F. NORTH BUILDING(EXCLUDING AMENITIES) 53,265 TOTAL BOTH BUILDINGS(EXCLUDING AMENITIES) 243 265,350 Area 0 Calculations GREEN Parking 1 15 LOCATION PARKING NORTH BUILDING FLOOR 1 0 FLOOR 2 68 FLOOR 3 68 FLOOR 4 68 FLOOR 5 68 FLOOR 6 68 FLOOR 7 68 FLOOR 8 0 FLOOR 9 0 FLOOR 10 0 TOTAL NORTH BUILDING PARKING 408 SURFACE LEVEL & PARALLEL PARKING 54 PARKING LOT NEAR TRAIN TRACK 65 TOTAL 527 1111111 45 1111111 1111111 1111111 Capital Stack & Proforma V111.111 � �ar�` '� �#�a t�' �✓;� ' �,z dd'_'„. � ,y�� w §"+ % , ''a ” A ", Ipig 4"n �<; GREEN 1 15 y` 25% Private Equity (GP/LP Structure) : 4, .s' Detailed Proforma to be submitted by Dec 1 , 2020 Iloilo $ Iloilo $ 1111111 7 1111111 Timeline 1-u � saa ` � mY w � 4ar�` '� �#�a t�' �✓;� ' �,z dd'_'„. � ,y�� w §"+ %�, ''a oi R*EEN + 43 #. .u' '`T2."'. fYiY+wa mry�t ` ,� 0.gqyy;Wi�i• e� *A 1, ll, fid' X14,@ yt ip bJ3,; 1�k Sa.” P " 40 rS tW ., 3k Timeline GREEN 115 LOI Submission Date Nov 18, 2020 Elevations & Detailed Proforma Dec 1 , 2020 submission CRA meeting to present proposal Dec 8, 2020 CRA confirmation and contract Jan 2021 Confirmation of Phase 2 & Phase 3 March 2021 with adjacent neighbors Team confirmation Apr 2021 City/CRA pre-application meeting May 2021 Application Submission June 2021 City application review June/July 2021 Response to comments DART Aug 2021 meeting P&D meetings Sep 2021 City commission hearing Oct/Nov 2021 Permit plan preparation Dec 2021 - Feb 2022 Permit application issuance March - May 2022 Construction June 2022 - June 2024 Pre-leasing Feb 2024 � « R� 7,� ElE., aThnk You \d 209 N Federal, LLC 9804S Military Trail Suite E2-10 Boynton Beach, FL 33436 November 30, 2020 Boynton Beach Community Redevelopment Association Attention: Mr. Michael Simon Executive Director 100 E. Ocean Ave Boynton Beach, FL 33435 Re: 115 N Federal Highway Dear Mr. Simon, I have been following the recent interest in the CRA owned 115 N Federal property. As an owner of properties in the downtown area for over 25 years, I am concerned that some of the recent proposals to develop your site are short sighted and do not allow for the downtown to be developed to its full potential. As the owner of 209 N Federal, the neighboring Ice Cream store site, I would like to offer up my proposal to you, as an adjoining property owner to work together with you, the CRA and the City to explore a public/private partnership, allowing for us to combine our sites and working on a development that would maximize the improvement of the site and its impact to the City and its residents. Alternatively, I would also be willing to purchase your property outright. I look forward to hearing from you. Sincerely, 209 N Federal, LLC By: F Davis Camalier Its: Authorized Representative 2020 CRA COMMENT LOG for 115 N. FEDERAL HWY nay,r � nQa C', 8/25/2020 Email Paul Kirchoff 9/6/2020 Email Kim Kelly 9/6/2020 Email Susan Oyer 9/8/2020 Email Paul Kirchoff 10/13/2020 Email Susan Oyer 11/4/2020 Email Brian Benninghoff 11/10/2020 Email Eleanor Essery 11/10/2020 Email James Kosluk 11/20/2020 Email Mary Chaundy dn-,iinistrati °e Assistant City Manager's Office e - Mailing address: P.O. Box 310 Boynton Beach, Florida 3425 Physical address: 100 E. Ocean Ave. I Boynton Beach, Florida 3435 561-742-6015 11�00 CITY OF BOYNTON BEACH Please be advised that Florida has a broad public records law and all correspondence to nie via entail n-,Iay be subject to disclosure.Under, Florida records law, en-iail addresses are public records.Therefore, your,e-n-iail on-in-wni ation and your,e-mail address n-,iay be subject to public disclosure. From: Paul Kirchhoff<pkirch @ bell south.net> Sent:Tuesday, August 25, 2020 12:20 PM To: Romelus, Christina <RomelusCC bbfl.us>; Hay, Woodrow L. <HayW bbfl.us>; Katz,Justin <KatzJrC bbfl.us>; pensergat bbl.us;grantbbfl.us; Grant, Steven <GrantSCbbfl.us> Subject: Development possibility So, let me get this straight... A developer wants to make a bet on downtown that will bring in 500 new residents, bring in millions in property taxes AND get our 3 million back that we horrifically overpaid for the church building, And you are considering scrapping the idea because Hurricane Alley needs parking? I am as big a fan of Hurricane Alley than anyone, but they have street parking and parking next to the tracks. Can't we just carve out a dozen or so spaces for them in the proposed garage and be done with it? HOW LONG will we have to wait to finally get a viable downtown? I am afraid I'll be dead and buried before I see it. I share Steven Grant's desire for a train station, but the "Coastal Link' is a decade or more away. Is there some way you could craft a plan that calls for an option on a piece of the development for that station should that rail project ever come to fruition? The downtown Master plan depicts a train station right across the street from the French restaurant. This is currently used as an FEC railroad spur. The fact that we have a very visible parcel of land in our downtown that is used for stacking railroad ties and track maintenance vehicles is outrageous. Can we perhaps use the 3 million from the sale to buy FEC out for use for parking and/or a future train station? Or use it to buy other land in Boynton that they could use for the spur? We are really not going to have a beautiful downtown unless that goes away. Count me in as strongly SUPPORTING the mixed use development at the site of the old church and parking lot. It is EXACTLY the kind of development that downtown needs. Paul Kirchhoff Downtown resident since 2005 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT BOY t i m"""" amBEACH C R,,A ity: i OPMENT A M. America's Gateway to the Gulfstream Please e advised that Florida has a goad public records law and all correspondence ence to n-ie via en-rail n-,Iay e subject to disclosure.Under, Florida records law, en-sail addresses aro public records.Therefore, your,o-n-iail on-in-wni a ion ars our,o-n-iail address n-,iay e subject o public disclosure. From: Kim Kelly<harleycabo@gmail.com> Sent: Sunday, September 6, 2020 1:36 PM To: LaVerriere, Lori <LaVerriereL@bbfl.us>; Simon, Michael <SimonM@bbfl.us>; Grant, Steven <GrantS@bbfl.us>; Hay, Woodrow L. <HayW@bbfl.us>; Katz,Justin <KatzJr@bbfl.us>; Penserga,Ty<PensergaT@bbfl.us>; Romelus, Christina <RomelusC@bbfl.us> Subject: 115 N Fed Hwy Please see attached as I would like to add this to the proposal for development at 115 N Fed Hwy Boynton Beach, Florida 33435 to be considered at the Sept 8th Board Meeting Kim Kelly 529 E Ocean Ave Boynton Beach FI 33435 561 364 4008 "! 561 364 4083 office 3 �- r�i 1 ._. ..✓,{� ,t _ r {1 b�.•. , r-, . ,.;4,i.0 t,t t},',.. "l ,,,t , „, t .,.:. r,.,,, ,.r- „ ;. � \ � ., Y ) (1 J. :,t . _ , ._. � l ,�� \ .r., S t ,4,.) t i:t 1.. rc+ ,e,r i � i, ,-, i .;:,, t, i'✓.,> Y J S.: ', t •,t t,r, ,,,,. �{t� _ r ��i ,, , ,,,�,\{t c- 211(iN,s.lt,,,r, � ,, },,,r,.,, a )�r,-q., �1 v. _�� ,'r:it .�33�' I� ) ss) ,{\( }}, „�, 1�Ilt t r- .7+�' {;,i, t,. ) ,iit.}ti a,��t'i�� ), i) ss t 1�ry�� , ( �, t ➢,vtn(sti�� rJ�\ l� I t, S t ?', ( , \ U U) ,C E M o C: v o o �, a, CL c n to EE _ M 5 o `w 5 (a U N o d 1 a) 0) U E o o a? a LL U U mI mm _O cmL dQi m LL _ a ' V U) 0 O N pEO LL UE U a) mU L.L_ w- LL N W I C U a3 -0 U N C) N U cL�L a) Ya&s U ..0_)= - N a' > ti>o 0-LO yo Om -Nd ✓ S 'nCO U m N N m d N ai O Co 0 N O E O m Ea 06 E Q Y Lo a) r 7 0 O 0C N7m IL F- C', 3 OFa) a — o � � o o E mcom Q � E U U n as NcE � o o N M o U o o aO O o a b 2 A fn OLLN LO a-CA tli O N M � N M "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon, Michael Sent: Tuesday, September 08, 2020 9:39 AM To: Shutt, Thuy; Utterback,Theresa; Nicklien, Bonnie Subject: FW: 115 N Federal Hwy project Attachments: satellite parking pic--edit--marked up--152jpg For our 115 N. Fed. Hwy. Public Comment Attachment, please see the email below and attached image. Michael Sin-,ion,n, FR A-R A, CP3P, EI E3 Executive Director Boynton Beach Con'imiunit I ede °elr:pn—,ient Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 561-600-9091 a 1-333-32ata Sin-,ionM@bbfl.us http://www.boyntonbeachcra.com BOY �" ,C RA COMMUN ITY RUI)EVRI CFMWr America's Gateway to the Gulfstream Please be advised that Florida has a goad public records law and all correspondence to mie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-,,ail addresses are public records.Therefore, your,e-n-,,ail on-imiuni ation and your,e-niail address n-,iay be subject to public disclosure. From: Susan Oyer<susanoyer@gmail.com> Sent: Sunday, September 6, 2020 5:26 PM To: Grant, Steven<GrantS@bbfl.us>; Penserga, Ty <PensergaT@bbfl.us>; Hay, Woodrow L. <HayW@bbfl.us>; Katz, Justin <KatzJr@bbfl.us>; Romelus, Christina<RomelusC@bbfl.us>; LaVerriere, Lori <LaVerriereL@bbfl.us>; Simon, Michael <SimonM@bbfl.us> Cc: Kim Kelly <kimalley529@ comcast.net>; Kim Kelly <harleycabo@gmail.com> Subject: 115 N Federal Hwy project Dear Mayor,Vice Mayor, Commissioners, City Manager, and CRA Director: 1 I am writing to you all today to encourage you to NOT approve the project for the 115 N Federal Hwy/church property you received in August by Bill Morris and his partners. As a longtime resident of Boynton Beach, and taxpayer, I encourage you to listen to the people and build a project we can all be proud of, that will match the character of our city, and will incorporate its surrounding neighbors. We have an amazing city that sits closer to the Gulftstream than any other city in North America; we have insanely great fishing; we have our share of The Everglades; we have affordable shopping in our mall and designer shopping a short drive away in Palm Beach and Boca Raton; we have "location, location, location" being the midpoint between West Palm Beach and Boca Raton; we offer our residents more family-friendly and fun events than any other city in our county; we are one of the oldest cities in the county with a unique history; and so much more. People want to live in our beautiful, historic city that sits next to the water. But we need smart growth! Below you will find not only my criticism of the project that was presented, but also suggestions to improve it and make it acceptable to the residents. Much of this was covered in my facebook posting to most of you in the last week. First, 8 stories--seriously?! I and the other residents of this city have repeatedly told you we do not want buildings taller than 4 stories in our city. I understand the need for nodes, but that doesn't mean I or other residents want them or feel that they are in keeping with the character of our city. The other residents that have repeatedly stood up and fought against unsightly, out of architectural character, non-compatible buildings should not be ignored either. Countless residents speaking to this on Facebook today, Sunday 9/6. Smart development means doing what is right, and a 4 story maximum is what is right. How does 8 stories with a modern look fit into the character of this part of the city? No compatibility with other buildings sitting on the blocks. The architecture doesn't complement existing mid-century or 1920's architecture. What is the plan for incorporating the surrounding buildings into this development so it looks cohesive? Second, parking! According to the study the commission received about 4 years ago, the downtown was about 1,200 spaces UNDER parked. Harry Woodworth's motto, "don't build it if you can't park it" should be at the forefront of all your decisions. The spaces this new project proposes doesn't touch the approximately 152 we are losing. I'm attaching my parking space count from 2 Sunday's ago. Remember, Hurricane Alley has approximately 50 staff(luckily many walk or get a ride to work), Oyer Insurance has approximately 25 employees, the offices at 533 E Ocean has a dozen employees with the 4 businesses, and there are 5 apartments with tenants. The 515-517 where Fashion Shoppes used to be is currently being renovated back to its original 6 units with multiple tenants who will need parking for the employees. And all these businesses bring in customers, but none more than Hurricane Alley--easily one of the busiest restaurants in our city. Add on parking needs from Ace Hardware, Boardwalk Ice Cream, and the convenience store on Ocean and Federal during busy times. See the next point for my solution. Third, we need parking &purchased homes, we don't need more apartments. A study released in the last 2 or so years shows that Boynton Beach is over-saturated with apartments. We need homes that people can afford to buy, but realistically, this area would be best served with townhomes at full market value. I hope you saw my facebook post with the picture (attached) describing my ideas. A setback from my family's Ocean Avenue buildings; and compatible architecture with our buildings and Ace Hardware and the other peripheral buildings. My thoughts: build townhomes around the periphery of the project; in the middle, build a 4 story parking garage with amenities for the residents on top: pool, gym, sun deck, extensive plantings like City Palms buildings in WPB; residents and their guests would be able to park on the 4th floor, local businesses could park their employees on the 3rd &extra space on the 4th floor; and that would leave floors 1 & 2 of the parking garage to provide parking for the public. Parking problem solved to a large degree! On the 2 floors above the townhomes, add pocket balconies for trees on the parking garage as in the photo. Plan for living roofs 2 on the townhomes as well as roof access for their owners so they can garden/have private gardens. Access to the parking garage can be at the NW and SW corners--facing the railroad tracks. We need more density and these townhomes, plus other planned projects (that need to become smarter) will give the needed density. Yes, we need workforce/affordable housing, but not in the area where we can get top prices for luxury living spaces!!!! This idea helps with our needed urban tree canopy needs, makes downtown a unique architectural destination in our county, helps with the urban heat islands that have been created by the last 2 commissions/CRA boards with the concrete canyons being planned for US1/downtown, and would be visually stunning as "living art". Leave the alley behind my family's buildings so customers can still drive in to pick up take away orders from Kim (covid/pandemic accommodation); remember 2 of the buildings are front and back access for over 6o years now; and put in a green space buffer for the townhomes on this southern end. Fourth, we need to leave space for the impending train station that is due in the next 20 years. Yes, we need to increase the amount of housing and office buildings in the area, but not at the expense of the station. Plan! Remember, you'll be able to add parking, offices, and more luxury townhomes/condos someday on the Bank of America site and the "Villages" site. We really don't ever need more retail under residential, but the "Villages" can handle the needed 2-3 retail spaces (restaurants/convenience store) for the Tri-Coastal Link trains. No building up next to the railroad. Fifth, do not allow this developer to take our public park from us! This park belongs to the public, and should not be controlled by the developer. In any way. Let them adopt the park to pay for the cleaning/maintenance if they really want to help. We have too little greenspace in our city; the study from several years ago showed our lack of greenspace is adversely impacting our property values. We need more greenspace out of any incoming project. The park belongs to the residents-- not some random developer. Are you not learning anything from the Town Square debacle?! Keep the park in public hands. Park adoption is their option--not concerts or other loud projects that adversely impact those living adjacent. Sixth, the proposed project, at 8 stories, will involve lots of pounding the foundation. Months of pounding that adversely impacts the businesses for a couple block radius. It will damage my family's buildings, including our building that houses Hurricane Alley--it is 95 years old and the oldest commercial building in Boynton Beach. My father's insurance sign on the east side is recognized in our city's historic preservation manuals as an example of historic signage. I can't tell you how many people have told me that my father's sign is their place marker for our city--they know they are in Boynton when they see it! The pounding will damage the Oyer building(s) and those other surrounding buildings. We don't need 8 stories and the damage caused by the pounding. Imagine trying to run your business/live in that 5 or so block radius with loud pounding and ground shaking for 8+ hours a day for months: things fall off bookshelves; doors don't fit in their frames anymore; glassware is damaged; you get foundation damage; your building or house gets wall cracks; you can't sleep properly which impacts your health; your pets are scared; and so on. What about sinkholes or saltwater intrusion caused by the foundation pounding for such a tall 3 I project? 1L'L_JLDs:ZZpaLc1,..coni 11—orida neymortridtey/ iiikt,oes-iii-florida-catises-Dreveli'Lioli-alid- IV ----Z_ _b �-p- ------------ ------------------------- _(dJani.a_gt-1r _qgg_ Consider this notice that any and all damage to my family's buildings will be expected to be repaired by the city, CRA, and the developer back to the pre-construction condition--- I'm sure you are planning for this. I'm assuming there will be provisions for repair to all the local buildings and homes that will be impacted if such a tall structure is built. 500 Ocean, at its reduced height, caused damage to the Hurricane Alley building from its foundation pounding. 8 stories will cause more damage. Even my reduced height suggestion, with a setback, will cause damage. at plans are in place by the developer to mitigate damage to all the commercial buildings and homes in the area? The damage will possibly extend to Casa Costa and homes to the south west Plus 500 Ocean, Mariner Village, and all the buildings/homes/apartments to the south east. Seventh, and if not damage, definitely TONS of unhappy business owners taking a hit to their business from customers who don't want to endure the ground shaking and noise to visit these businesses. What about the economic impact--on top of/right after a hit by the pandemic? Who is compensating these businesses? Kim Kelly will take the biggest hit--she has back area dining--who wants construction dust in their food and beer? Mitigation???? Thank you, all of you, for taking the time to read this long email and for taking my insights into consideration as you move forward on this project. Susan Oyer 4 ry — f r �F 1 r� r kir �r t s a I�! r St; s t.. "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Tuesday, September 0l2O2O3:S6PM To: NicNien' Bonnie Subec FW:There's More! Hi Bonnie: The email below can be added to the public comment attachment for the 115 item. Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 t� ��1-�UO-�U�1 | �� 561-737-3258 �= ' m�w SimonK4@bbf|.ua http://vvvvvv.bnyntonbeachcra.com BOYN BE COMMUM America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-,Iail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Tuesday, September 8, 20203:18PM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW:There's More! For your records below z dn-,iinistrati °e Assistant City Manager's Office e - Mailing address: P.O. Box 310 Boynton Beach, Florida 3425 Physical address: 100 E. Ocean Ave. I Boynton Beach, Florida 3435 561-742-6015 11�00 :�i�t:rl. lerE'�� &us oynton-beach.org/ CITY OF BOYNTON BEACH Please be advised that Florida has a goad public records law and all correspondence to nie via entail n-,Iay be subject to disclosure.Under, Florida records law, en-iail addresses are public records.Therefore, your,e-n-iail on-in-wni ation and your,e-mail address n-,iay be subject to public disclosure. From: Paul Kirchhoff<pkirch @ bell south.net> Sent:Tuesday, September 08, 2020 3:04 PM To: Grant, Steven <GrantSC bbfl.us>; Hay, Woodrow L. <HayW bbfl.us>; Penserga,Ty<Penser aT bbfl.us>; Romelus, Christina <RomelusCC bbfl.us>; Katz,Justin <KatzJrC bbfl.us> Subject:There's More! I see the FEC has decided to deposit even MORE railroad ties in our downtown. IF AT ALL POSSIBLE, please include in the deal with the developers the certainty that this land can be reclaimed for city use, either by lease or sale. We now literally have a DUMP in the heart of our downtown, and it will never be truly developed unless something is done about it. If not possible (FEC may simply refuse to negotiate), this should not disqualify the deal, as the Van Arnem team are excellent developers and it is just the EXACT type of development we are looking for as a city, but please, PLEASE negotiate this because finally being rid of hideous junkyard would be a great asset to the city. Paul Kirchhoff 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon, Michael Sent: Tuesday, October 13, 2020 11:28 AM To: Nicklien, Bonnie Cc: Shutt,Thuy Subject: FW: parking downtown Attachments: satellite parking pic--edit--marked up--152jpg Hi Bonnie: Will you please keep this for next month's public comment log. Thank you. Michael Sin-,ion,n, ER A-R A, CP3P, EI E3 Executive Director Boynton Beach Con'imiunit I ede °elr:pn—,ient Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 561-600-9091 a 1-333-32ata Sin-,ionM@bbfl.us 10 http://www.boyntonbeachcra.com C 3 L9 WN BOYN BE "C'R COMMUM REDEVELOPMENTAMCY America's Gateway to the Gulfstream Please be advised that Florida has a goad public records law and all correspondence to mie via enIail n-,Iay be subject to disclosure.Under, Florida records law, en-,,ail addresses are public records.Therefore, your,e-n-,,ail on-imiuni ation ars your,e-niail address n-,iay be subject to public disclosure. From: Susan Oyer<susanoyer@gmail.com> Sent: Tuesday, October 13, 2020 7:45 AM To: Grant, Steven<GrantS@bbfl.us>; Penserga, Ty <PensergaT@bbfl.us>; Hay, Woodrow L. <HayW@bbfl.us>; Katz, Justin <KatzJr@bbfl.us>; Romelus, Christina<RomelusC@bbfl.us>; Simon, Michael <SimonM@bbfl.us>; LaVerriere, Lori <LaVerriereL@bbfl.us> Cc: Kim Kelly <harleycabo@gmail.com> Subject: parking downtown i Dear all: As more discussions happen regarding the 115 N. Federal Hwy area, you will hear more "promises" on parking. The most recent offers up 120 public spaces I believe? I'm attaching the parking count I made about a month or so ago. I've marked up the map so you can see what spaces are where. Depending on how people park along the tracks, you get about 152 spaces in this immediate area. Note we've lost 10 spaces when the city remarked the spaces--I believe I've complained about that in the past. You may want to consider the on street parking being compact cars only like so many cities around the world have done. Then you can get more parking in. Plus, it sets the right tone in our forward- thinking, sustainable city. Let's not reward people for making poor car choices when they buy gas- guzzling, environment destroying massive vehicles that they just don't actually need. Let's reward people for making the right choices for our city, our planet. https://www.youtube.com/watch?v=L113htfrgeQ As we come into the new paradigm taking hold on the planet, will we be on the right side? Will we be leading? Will we be making the right choices for this increasingly over-populated planet? Feel free to let me know if my math is off. Susan Oyer 2 ry — f r �F 1 r� r kir �r t s a I�! r St; s t.. "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT BUCHANAN PAPTNERS November 2, 2020 Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue Boynton Beach, FL 33435 Dear Michael: Thank you again for meeting with us and Davi Camalier on The Boynton Beach project. We look forward to working with you on that. I am writing to you concerning the CRA property at 115 N. Federal Highway, the site across the street from our project. I realize we have not been involved in the process involving that property up to this point. But we have looked at the proposed plan under the current submission for the site, and we feel that what is proposed is not best for that particular neighborhood nor for Boynton Beach in general. We feel Boynton Beach would benefit from a more walkable, pedestrian friendly development—one that would be lower scale, involve a mix of uses and create a focal point and gathering space for residents and visitors alike. The CRA site is perfect for that type of destination project. That block on Federal Highway, where the CRA site is located, already has a number of the types of users we are talking about. We think it would be beneficial to maintain those users and add more in a well-designed, plaza-like setting that creates gathering space, public amenities and easily accessed retail and restaurants. We also believe the CRA site is the best Iocation for a hotel. Being walkable to restaurants and retail, close to the marina and the Inter-Coastal and not far from the beach, the best chance for a good quality hotel would be in a mixed-use development on the CRA site. And lastly, the potential rail stop should be incorporated into the design in a significant way. A rail stop will bring riders, and the station should be integrated into the project in a visible and highly accessible manner. 9841 Washingtonian Boulevard,Suite 300.Gaithersburg,Maryland 20878.P.301.417.0510.F:301.417.1594.www.buchanapa3viers.c0111 i 1 is t Taken all together, the CRA site provides the opportunity to anchor downtown Boynton with a mix of destination uses. With public space and pedestrian walkability this type of development will draw people downtown and provide amenities for the surrounding projects. There are plenty of sites in Boynton Beach for mid and high.-rise residential. However, from what we have seen, this CRA site is the only one where a truly transformative development can take place. W ouldFbtalou about this further, and look forward to working with you. are Brian S. BPrincipal Buchanan cc: Commissioner Christina Romelus, District II Commissioner Woodrow L. Way, District II Commissioner Justin Katz, District Vice Mayor Ty Penserga, District IV Mayor Steven B. Grant, At-Large Davis Camalier BSB/jhc 9841 Washingtonian Boulevard,Suite 300.Gaithersburg,Maryland 20878.P: 301.417.0510.F:301.417.1594.www.buchanapartners.coni #: "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Thursday, November 12' 2O2O11:32AM To: NicNien' Bonnie; Shutt, Thuy Subect FW: Downtown development For the back-up to11Sbelow. Michael Simon, FRA-R/, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 �- ��1-��-��1-�UO-�U�1 | �� = ' m�w SimonK4@bbf|.ua http://vvvvvv.bnyntonbeachcra.com �� | �� BOYN I BE COMMUNrfY REDEVELOPMMAGMY America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Thursday, November 12, 20209:44AM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW: Downtown development FYI below z i. i } �a A Pan-iela Wo filer` dn-,iinistrati °e Assistant City Manager's Office e Mailing Address, P.O. Box 310 Boynton Beach, Florida 3425 Physical Address, 100 E. Ocean Ave. I Boynton Beach, Florida 3435 561-742-6015 Wohler`E'@bbflius boynton-bear'hior / ME== 13 ml I I ' CM F HIMHF Please be advised that Florida has a broad public records law and all correspondence to n-ie via en--ail n-,Iay be subject to disclosure.Un er, Florida records law, en--ail addresses are public records.Therefore, your,e-n-iail on-in-wni ation ars your,e-n-iail address n-,iay be subject to public disclosure. From: Eleanor Essery<eleanoresseryr mail.com> Sent:Tuesday, November 10, 2020 4:34 PM To: Grant, Steven <GrantSC bbfl.us>; Penserga,Ty<Penser aT bbfl.us>; Hay, Woodrow L. <HayW bbfl.us>; Katz, Justin <KatzJrC bbfl.us>; Romelus, Christina <RomelusCC bbfl.us> Subject: Downtown development I want my vote counted,I do not want to see yet another apartment complex going in the area. WE need hotel accommodations for when family visits. Tourists spend more money while on vacation than people who live here. THE CRA STATES THEY HAVE HAD NO INTEREST FROM ANYONE ON THE LOT BEHIND US EXCEPT FOR THE MIX USE APARTMENTS WHICH IS UNTRUE. A LETTER WAS WRITTEN BY A DEVELOPER JUST RECENTLY AND EMAILED TO ALL LEADERS AND THE CRA STATING THEY WOULD BE INTERESTED IN A HOTEL AND PUBLIC SPACES . THIS NEEDS TO BE ADDRESSED AND NOT SHOVED UNDER THE CARPET!! SPEAK OUT NOW AND LET YOUR VOICES BE HEARD!! THE CURRENT PROPOSAL WAS HIDDEN FROM NEARBY OWNERS AND THE COMMUNITY BY THE DEVELOPER THAT WANTS APARTMENTS SO IT COULD BE SLID THROUGH WITHOUT OPPOSITION AND I KNOW THIS IS TRUE BECAUSE HE TOLD ME!!! MORE SHADE THAN A CLOUDY DAY DURING A TROPICAL STORM!!! EMAIL YOUR LEADERS NOW THE VOTE IS AT 5:30.. We want more options not just the shady ones!!!!! 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Thursday, November 12' 2O2O11:32AM To: NicNien' Bonnie; Shutt, Thuy Subect FW: Condos For the back-up to11Sbelow. Michael Simon, FRA-R/, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 t ��1-�UO-�U�1 | �� ~� 561-737-3258. N�� SimonK4@bbfLua http://vvvvvv.bnyntonbeachcra.com �� 8 �� w �� m�� 1010111111 1kc COMM Y RMPAIMAENTAGMY America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Thursday, November 12, 20209:42AM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW: Condos Good Morning Mike, Adn-,iinistrative Assistant City Manager's Office e - Mailin address: P.O. Box 310 Boynton Beach, Florida 3425 Physical address: 100 F. Ocean Ave. I Boynton Beach, Florida 3435 561-742-6015 11�00 CITY OF BOYNTON BEACH Please e advised that Florida has a goad public records law and all correspondence to n-ie via en-rail n-,Iay e subject o disclosure.Under, Florida records law, en-,,ail addresses are public records.Therefore, your,e-n-iail on-in-wni a ion ars your,e-n-iail address n-,iay e subject o public disclosure. From:james kosluk<iamesk002000@yahoo.com> Sent:Tuesday, November 10, 2020 5:27 PM To: Hay, Woodrow L. <HayW@bbfl.us> Subject: Please do not vote for condos Sent from Yahoo Mail for iPad 2 "SEPARATOR PAGE" CONTINUE TO NEXT COMMENT Nicklien, Bonnie From: Simon Michael Sant Thursday, November 12' 2O2O11:33AM To: NicNien' Bonnie; Shutt, Thuy Subect FW: N(] MORE Mix Use Apartments inBoynton Beach For the back-up to11Sbelow. Michael Simon, FRA-R/, CP3P, LRES Executive Director Boynton Beach CommunityRedeve|opmentAgency 1OOE. Ocean Ave. | Boynton Beach, Florida 33435 �- ��1-��-��1-�UO-�U�1 | �� = ' m�w SimonK4@bbf|.ua http://vvvvvv.bnyntonbeachcra.com �� | �� BOYN I BE COMMUNrfY REDEVELOPMMAGMY America's Gateway tothe Gulfstream Please be advised that Florida has a broad public records law and all correspondence to mie via en-lail n-,Iay be subject to disclosure.Under, Florida records |ovv, email addresses are public records.Therefore, youre-moi| communication and youre-moi| address moy be subject to public disclosure. Fromm:VVoh|er, Pamela Sent:Thursday, November 12, 202010:04AM To: Simon, Michae| <SimonM@bbf|.uo> Subject: FW: NOMORE Mix Use Apartments inBoynton Beach FYI below z Adn-,iinistrative Assistant City Manager's Office e - Mailin address: P.O. Box 310 Boynton Beach, Florida 3425 Physical address: 100 E. Ocean Ave. I Boynton Beach, Florida 3435 561-742-6015 11�00 CITY OF BOYNTON BEACH Please e advised that Florida has a goad public records law and all correspondence to n-ie via en-rail n-,Iay e subject o disclosure.Under, Florida records law, en-,,ail addresses aro public records.Therefore, your,o-n-iail on-in-wni a ion ars your,e-n-iail address n-,iay e subject o public disclosure. -----Original Message----- From: Mary Chaundy<mchaundy@yahoo.com> Sent:Tuesday, November 10, 2020 4:12 PM To: Grant, Steven <GrantS@bbfl.us>; Penserga,Ty<PensergaT@bbfl.us>; HayW@bblf.us; Katz,Justin <KatzJr@bbfl.us>; Romelus, Christina <RomelusC@bbfl.us> Cc: Mary Chaundy<mchaundy@yahoo.com> Subject: NO MORE Mix Use Apartments in Boynton Beach Good Afternoon, Normally, I do not voice an opinion to my city leaders but today I am compelled to act.The City of Boynton Beach does not need any additional Mix Use Apartments in downtown Boynton Beach. A better use for this property off of Ocean Avenue, would be a hotel that would bring tourists into our city to enjoy all that it has to offer. I understand that another developer submitted a letter of interest to build a hotel at that location. Do not allow this letter to be hidden. STOP allowing the CRA to bury this letter so that the shady developer who wants to build the mix use apartments is awarded the bid. We do not need more apartments that will sit vacant in our city! I have been a resident of Boynton Beach for over 20 years and enjoy visiting the local shops and restaurants downtown. We need to attract more tourists to our beautiful city that will support the local businesses downtown to help them thrive. if this letter from this developer gets buried... it will only add additional support to the premise that all government officials are corrupt. Respectfully, Mary Chaundy 8290 Bermuda Sound Way Boynton Beach, FL 33436 Sent from my iPad 2 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 NEW BUSINESS AGENDAITEM: 16.A. SUBJECT: Discussion and Consideration of a Purchase and Development Agreement for the Property Located at 508 E. Boynton Beach Boulevard SUMMARY: The Boynton Beach CRA currently owns several properties located adjacent to or in close proximity of the property located at 115 N. Federal Highway (see Attachment 1). These CRA owned parcels have been the focus of numerous redevelopment discussions on Board meeting agendas since August 2020. As has been the desire of the CRA Board, CRA staff has been involved in discussions with the owners of neighboring parcels concerning their desire to potentially join with a larger development project or selling their properties to the CRA or future developer. The owner of the property located at 508 E. Boynton Beach Boulevard, 508 E BBB, LLC, has offered to sell the property directly to the CRA to further improve chances for the success of a future redevelopment project involving the 115 N. Federal Highway parcel (see Attachment 11). The proposed offering price agreed to by the Seller is nine hundred fifteen thousand dollars ($915,000.00). After preliminary contract negotiations, CRA staff and legal counsel drafted a Purchase and Sale Agreement acceptable to the property owner which includes a closing date of November 11, 2021, vacating the building prior to the date of closing and a providing for purchase deposit of $100,000 of which $50,000 would be made available to the Seller after sixty (60) days from the effective date and recognized as part of the CRA's pre-paid deposit funding and would be applied at closing. As part of the analysis of a potential redevelopment project involving any adjacent privately owned properties, CRA staff had property appraisals performed on all of the parcels within the 115 N. Federal Highway block area. Two appraisals were performed on the subject property, one in September 2020 and the second in December 2020 and considered land value only. Based on the two appraisals, the estimated market value of the 508 E. Boynton Beach Boulevard property fell within the range of $780,000-$956,000 (see Attachment 111) . The average of the two appraisals is $868,000. FISCAL IMPACT: Fiscal Year 2020-2021 Budget, Project Fund Line Item #02-58200-401: $100,000 with balance of funding needed to be allocated in the Fiscal Year 2021-2022. CRA PLAN/PROJECT/PROGRAM: 2016 CRA Community Redevelopment Plan, Downtown District (see Attachment IV) CRA BOARD OPTIONS: 1. Approve the Purchase and Sale Agreement with 508 E BB, LLC, for acquisition of the property located at 508 E. Boynton Beach Boulevard for the amount of$915,000. 2. Negotiate a different purchase price with 508 E BB, LLC, for acquisition of the property located at 508 E. Boynton Beach Boulevard. 3. Do not approve the Purchase and Sale Agreement with 508 E BB, LLC, for acquisition of the property located at 508 E. Boynton Beach Boulevard and terminate negotiations. ATTACHMENTS: Description D Attachment I - Location Map in 115 Project Block D Attachment II - Purchase and Sale Agreement D Attachment III -Appraisal covers D Attachment IV -CRA Plan-Downtown District t f �' It T , � � � .4 ��i` �� I,.;i;§ 11 e'i �, 9 � t � — �—•, 91 a s4„ll �� i S s i � x „ n k „ s 4� t j YY hY EO a r 00 - t AI r s �t ry, e n LL �Ni �t 1 � t 1 x 1) i h "g m . �5 i.l 1 1 1rA 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 508 E BBB, 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 at 508 E. Boynton Beach Boulevard, City of Boynton Beach, in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Lots 6 and 7, Block 1, ORIGINAL TOWN OF BOYNTON, according to the Plat thereof as recorded in the Plat Book 1, Page 23, Public Records of Palm Beach County, Florida. 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Nine Hundred Fifteen Thousand and 00/100 Dollars ($915,000.00), 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 and 00/100 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 expiration of the Feasibility Period (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 PURCHASER's Initials: 00704498-1 SELLER's Initials: Purchase and Sale Agreement Page 2 of 15 Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 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 date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement.. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before November 11, 2021 (the "Closing"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER, and its designees shall have twenty (20) days from the Effective Date of this Agreement ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this contract and receive back all deposits hereunder. If PURCHASER elects to PURCHASER's Initials:. 007098.1 SELLER's Initials: Purchase and Sale Agreement Page 3 of 15 terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASER's testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLER hereby agrees to indemnify and hold PURCHASER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to SELLER or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1. Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company'), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the title as it then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and PURCHASER's Initials:. SELLER's Initials: 007044981 Purchase and Sale Agreement Page 4 of 15 contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning title objections. 7.3. SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within ten (10) days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1. Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.2. Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.3. Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from PURCHASER's Initials: 00704496-1 SELLER's Initials: Purchase and Sale Agreement Page 5 of 15 any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The property shall be conveyed to the PURCHASER at time of closing unoccupied. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. A Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 3 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 PURCHASER's Initials: SELLER's Initials: 007044981 Purchase and Sale Agreement Page 6 of 15 possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non- foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions, 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2. Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. PURCHASER's Initials: SELLER's Initials: 007044981 Purchase and Sale Agreement Page 7 of 15 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 PURCHASER. 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 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 PURCHASER's Initials: SELLER's Initials: 00704499-1 Purchase and Sale Agreement Page 8 of 15 or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4. SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER'S prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5. SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 11.6. SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7. SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8. SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). PURCHASER's Initials: 00704498_1 SELLER's Initials: Purchase and Sale Agreement Page 9 of 15 11.9. SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10. Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11. Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12. Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13. Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1. There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2. There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.13.3. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. PURCHASER's Initials: SELLER's Initials: 00704496-1 Purchase and Sale Agreement Page 10 of 15 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 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: PURCHASER's Initials: SELLER's Initials: 00704496-1 Purchase and Sale Agreement Page 11 of 15 If to Seller: Bradley Miller 508 E BBB, LLC 508 E. Boynton Beach Boulevard Boynton Beach, FL 33435 With a copy to: Alan J. Ciklin, Esq. CIKLIN LUBITZ Northbridge Tower I, 20th Floor 515 N. Flagler Drive West Palm Beach, FL 33401 If to Purchaser: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor 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 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 PURCHASER's Initials: SELLER's Initials: 00704496-1 Purchase and Sale Agreement Page 12 of 15 with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER,to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a 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 PURCHASER's Initials: 00704498_1 SELLER's Initials Purchase and Sale Agreement Page 13 of 15 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 Stale of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the PURCHASER's Initials: 00704498-1 SELLER's Initial Purchase and Sale Agreement Page 14 of 15 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. Attornevs Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 18.9. Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10. Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 18.11. Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12. SELLER Attornevs' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. PURCHASER's Initials: SELLER's Initials: 007044984 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 REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: rLLeye Title: Chair Title: Date: Date: '3A. /0,-zf WITNESS: WITNESS: Printed Name: Printed Name: 1066G Approved As To Form: Lewis, Longman & Walker, P.A. 4 Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 00704498-1 i I APPRAISAL REPORT COMMERCIAL PROPERTY 508 EAST BOYNTON BEACH BOULEVARD BOYNTON BEACH,FLORIDA 33435 by Vance Real Estate Service 7481 Northwest Fourth Street Plantation,Florida 33317-2204 for Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue Boynton Beach, FL 33435 September 24, 2020 sf, i r E Vance Real Estate Service September 24,2020 Boynton Beach Community Redevelopment Agency ,`�sf, 100 East Ocean Avenue Boynton Beach, FL 33435 i RE: Commercial property, 508 East Boynton Beach Boulevard Boynton Beach, FL 33435 (Legal description is in the report) Ladies and Gentlemen: ! In fulfillment of our agreement, we transmit our Appraisal Report, in which we develop an opinion of market value for the fee simple estate in the referenced real property as of September 20, 2020. The report sets forth our value conclusion, along with data and reasoning supporting our value opinion. This report was prepared for and our professional fee billed to Boynton Beach Community Redevelopment Agency. Our analyses have been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP 2020-2021). This report is for exclusive use of the client for possible acquisition of the appraised property. i Jesse B. Vance, Jr. and Claudia Vance visited the property. If you have questions or further needs, please contact the undersigned. As a result of our analyses, we have developed the following opinion of market value of the appraised property, subject to definitions, certifications, and limiting conditions set forth in the attached report. NINE HUNDRED FIFTY-SIX THOUSAND DOLLARS 956 000 I (THIS LETTER MUST REMAINATTACHED TO THE REPORT R7THEIGHTY(80)NUMBERED PAGES FOR THE VALUE OPINION SET FORTH TO BE CONSIDERED VALID.) Respectfully submitted, Jesse B. Vance, Jr., MAI, SRA, ASA State-Certified General Real Estate Appraiser RZ-85 Claudia Vance, MAI State-Certified General Real Estate Appraiser RZ-173 MBA in REAL ESTATE DEVELOPMENT&MANAGEMENT 7481 Northwest 41h Street,Plantation,FL 33317-2204 954/583-2116 -- APPRAISAL REPORT (APPRAISER FILE: 20-1928) - �� a i r v�d z REDEVELOPMENT SITE MILLER OFFICE 508 E BOYNTON BEACH BLVD BOYNTON BEACH, FLORIDA 33435 FOR BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BOYNTON BEACH, FL AS OF DECEMBER 3, 2020 APPRAISERS&CONSULTANTS AUCAMP S APPRAISERS&CONSULTANTS December 14, 2020 Mr. Michael Simon Director Boynton Beach Community Redevelopment Agency 100 E Ocean Ave Boynton Beach, FL 33435 RE: Appraisal of Real Property Miller Office 508 E Boynton Beach Blvd Boynton Beach, Florida 33435 (Appraiser File: 20-2083) Dear Mr. Simon: As you requested, we made the necessary investigation and analysis to form an opinion of value for the above referenced real property. This report is an appraisal of the property. To assist Boynton Beach CRA in business-related decisions regarding this property, this appraisal provides an estimate of market value for the fee simple interest in the subject real property in its "as is" condition. This report is written in APPRAISAL REPORT format. No other party may use or rely on this report for any purpose. This appraisal assignment and report have been prepared in accordance with requirements of the Uniform Standards of Professional Appraisal Practice (USPAP) developed by the Appraisal Standards Board of the Appraisal Foundation, with the appraisal requirements of Title XI of the Federal Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), with the Interagency Appraisal and Evaluation Guidelines of 2010, with the Appraisal Institute's Code of Professional Ethics and Standards of Professional Appraisal Practice, and with requirements of the State of Florida for state-certified general real estate appraisers. The subject is located along the south side of E Boynton Beach Blvd within downtown Boynton Beach, Palm Beach County, Florida. The site consists of 12,650 square feet (SF), or 0.29 acres. In 1958, the subject was improved with a one-story office building containing 1,930 SF (which could be expanded further and still meet parking code requirements). The subject's quality of materials is rated as average to good; the improvements have been maintained in average to good condition. The subject is currently 100% occupied by an affiliate of the property owner as a professional office use. The fee simple interest is the relevant interest. Prices for improved commercial property in the local area are generally between $200 and $300/SF building, unless the land value has exceeded the value as improved. The subject's land value is around $60/SF land, which exceeds the value as improved. A trend in the area is for assemblage an redevelopment of small parcels similar to the subject in order to maximize the development potential. Thus, the existing improvements are only useful on an interim basis until the property can be redeveloped in conjunction with surrounding parcels. igoo NW CORPORATE BOULEVARD, SUITE 215E, BOCA RATON, FLORIDA 33431 561-998-9326, FAX 561-241-4759 Mr. Michael Simon December 14, 2020 The subject does not appear to be listed for sale on the open market, nor is it reported to be encumbered by a purchase and sale agreement. On Friday, March 13, 2020, President Trump declared a National Emergency concerning the Novel Coronavirus Disease (COVID-19). The World Health Organization declared the outbreak of this virus to be a pandemic. Global financial conditions have been significantly affected. We have completed this appraisal report as this situation is unfolding, and the effects on the economy and the real estate markets have yet to be fully understood. We have incorporated this feature using the best available information as of the date of this report. A further discussion regarding this unfolding event is found near the beginning of the Market section and before the SWOT analysis. After careful and thorough investigation and analysis, we estimate market value for the fee simple interest in the subject real property in its "as is" condition, subject to assumptions and contingent and limiting conditions as well as any extraordinary assumptions and hypothetical conditions, as explained in this report, as of December 3, 2020, is: SEVEN HUNDRED EIGHTY THOUSAND DOLLARS ($780,000) Aucamp Dellenback & Whitney has performed services concerning this property during the past three years. We provided an appraisal review of the subject property for the same client on September 24, 2020. Thank you for this opportunity to assist in meeting your appraisal needs. Respectfully submitted, AUCAMP, DELLENBACK&WHITNEY Jon than Whitney, MAI State-certified General Real Estate Appraiser RZ2943 ion(a-)adw-appraisers.com AUCAMP, DELLENBACKI 3 File 20-1928 iNfl�ti1 �0 � , =,lit Downtown Distric Introduction Planning Challenges Planning Considerations The Vision Recommendations >J ,> I Introduction The Downtown District has been included in several planning efforts including the Federal Highway Corridor Plan, the Downtown Vision and Master Plan, and the original CRA plan adopted in 1984. It has long been the desire r ' of the City to reinvigorate the historic center l of Boynton Beach. Some progress has been made toward this goal with the development of the Casa Costa, Marina Village condominiums, and the soon to be completed 500 Ocean . mixed-use development. r'1e The CRA has invested in the redevelopment of �� .` the Boynton Harbor Marina to create a tourism iPq destination, preserve a working waterfront and support the boating community. The Agency planned and constructed the Boynton Beach 4, Promenade that extends from Federal Highway � , to the Intracoastal Waterway; the Promenade itk also connects to the City's Mangrove Walk Park ' and the Marina. The Downtown District is bound to the north s by N.E. 7th Avenue, to the south by S.E. 12th Avenue, to the east by Federal Highway and the i' Intracoastal Waterway, and to the west by the FEC Railway. The District connects via Federal , ; , Highway and S.E. 4th Street to the secondary development node at Woolbright and Federal Highway. Figure 40: Downtown District Location Map Downtown Boynton Beach is easily accessed via 1-95 and Boynton Beach Boulevard: the distance from 1-95 to Federal Highway is less than one mile. The City's beach at Oceanfront Park is only 1.7 miles from 1-95 or, for residents of one of the new downtown developments, a quick walk over the Ocean Avenue Bridge. The Tri-Rail Coastal Link commuter rail station is planned for the downtown at N.E. 4th Street between Ocean Avenue and Boynton Beach Boulevard. This led the City to adopt the Downtown Transit Oriented Development District, allowing for a 25% density bonus within %2 mile of the future station. lI Plr nnin g Cl r lien es A second consideration is that the Downtown District is entirely enclosed within the Transportation Unlike Delray Beach or West Palm Beach, Boynton Concurrency Exception Area (TCEA) which, in Beach historically has only had a very small downtown addition to the residential exception area applicable area. It extended from just east of Federal Highway east of 1-95, exempts all development from the Palm to west of Federal Highway at Ocean Avenue. There Beach County traffic concurrency thus allowing have been very few commercial buildings that could denser development. be repurposed into restaurants and stores as Delray Beach has done. Consequently, the first CRA Plan The existence of both of these transportation- adopted in 1984 concentrated on the downtown oriented designations is a factor in considering where area (smaller than proposed in this plan) as a increased height and density will occur within the redevelopment priority. CRA district. The Downtown District's location in the Some of the planning challenges are: center of both the DTODD and the TCEA supports the highest density and height within this district. • Lack of developable parcels — assemblage is required • Property owners have unrealistic expectations 0� of the value of their property k t � • Not pedestrian friendly • No shade trees F i {5} • No public parking areas and little on-street parking �`� i Lack of wayfinding signage _ • No design theme to create an identity • Limited space on Ocean Avenue to locate retail „ and restaurant uses f r9� 3 PlanninConsiderafions Several factors were considered in determining the land use designations for the Downtown District. First, the downtown will be the future site of the station for the planned Tri-Rail Coastal Link commuter service on ,n u the FEC Rail line, which will serve the South Florida metropolitan region. To improve land development ' patterns in advance of station development, the City adopted a Downtown Transit Oriented Development District (DTOD), covering a %2 mile radius around the station's location. The DTOD district regulations support increased intensity of development through a 25% density bonus. Figure 41: Example of District Planning Challenges 3 ± \ \ i \ \ \ \ j \ \ \ \ \ \ \ \ 84 Vision Downtown Boynton Beach will be where people live, work and play in an environment that provides bikeable and walkable access to the beach, restaurants, transit, parks and cultural experiences. There will be areas to gather and socialize. Entrepreneurs will open new restaurants and businesses creating financial benefits to the local economy. Attractive new buildings will provide housing for people of all ages and incomes, and accommodate new shops and restaurants. Recommendations: Streptemgnp Streetscape enhancements are recommended for the Federal Highway corridor. The space for these enhancements may be obtained through either right-of-way dedications or public easements. The enhancements should include: • Create a Complete Street design for Federal Highway including the addition of: • On-street parking • Bike lanes • Enhance median with mature tree canopy (at time of planting) and landscape lighting • Marking of major intersections with materials such as pavers, paint, etc. 3 • Create a Pedestrian Zone adjacent to the right-of-ways that is inviting, safe and includes: • Addition of canopy street treesMP • Minimum 8'wide clear sidewalk 1'i? • Minimum 8'wide active use area abutting the building • Decorative light poles at both the vehicular and pedestrian scales • Enhanced street furniture, bus shelters, bike racks and receptacles • Active uses along the first floor of development • Canopy trees that provide immediate shading at time of construction • Bus shelters with unique design for the downtown district • Underground overhead utilities • Public art in key locations • Additional pedestrian crossings where needed • A greenway along SE 4th Street and Ocean Avenue connecting Pence Park and the Marina, per the Connectivity Plan • An eco-trail connecting the pedestrian zone to Mangrove Park, per the Connectivity Plan. 5 Recommendations:endations: Land I 1cp To attract new residents and businesses, the area must present a unified vision for the future. Therefore, it is recommended that the changes to the Future Land Use map be made using the new future land use/ zoning structure as shown: Table 5: Recommended Future Land Use(FLU) Classifications within the Downtown District LAND USE DENSITY IRE FUNDIC ZONING DENSITY MAX CAP* HEIGHT High Density , Residential 'Ib R-4, I'I'UI�, PULS 'I Mixed-Use 50 MU-2 40 iib` Medium MU-3 50 Tb` Mixed-Use High 80 MU-4" 60 100, >i MU Core0 159 General nl a -4 Commercial rVa 45' t I n-dustrial rVa M-'I ria 45' ts${ Recreation eta Recreation n/a 45= clrts * Properties located within the TOD may recieve a 25%density bonus MU- High P �, 813 du/ac(Zoning MU-Core) '. Max height 1513'' TOD Density Bonus Commercial uses required to front Federal Hwy 50'Base Maximum MU- Med --------------------- 4D-50 dulac 1 Max height: 65'-75' 10 • TOD Bonuses(height 1 density) Commercial uses required to front Federal Hwy Building frontage required on SE n , 4th Streett- Max 4 stories on SE 4tr street Figure 42: Cultural District Example Projects ,,N. — { i r i cj ) a „ „ , J � S € 1f V 9 f 111 € IIN� 5 N q(� 1 MRecreatronal(R) i l § . Low Density Residential(LQR)5 di-Vac , y Medium Density Residential(MDR)11 dufac High Densfij Residentia1(HDR)15dnfac 1 ®Special High Density R—cmnlisl{SHDR)20dufac p InsfiWational(PPGI) Local Retail Commercial(LRC) , General Commercial(OC) MMxed Use Low(MQL)20 du/ac a § Mixed Use Medium(MUM)54 dufac Mixed Use High(MUH)BO dufac O i �F, it �� I: ° G fr ,i i'.!, �J �TDD - �� Figure 43: Recommended Land Use for the Downtown District 7 Recommendations: Urban Desi n In order to promote an active and walkable built environment in the Downtown District, the following recommendations apply: • Active commercial uses shall be required on the street frontage of Ocean Ave.Automobile oriented uses, such as gas stations, car washes, and drive-thrus, are prohibited. • The build-to line shall accommodate a ten foot sidewalk, mature shade trees (at install), street lights and street furniture • Buildings fronting Federal Highway, Boynton Beach Boulevard and S.E. 4th Street shall have a 60-90% window to wall ratio on the first floor. • Approximately 75%of the lot frontage must be occupied by structure and adjacent to the pedestrian zone • Buildings fronting Boynton Beach Boulevard or Federal Highway shall have a minimum height of 30' • Buildings fronting Boynton Beach Boulevard and/or Federal Highway shall be a maximum of 45' in height, any additional height permitted by the zoning districts must be stepped back proportionately a to the overall height, a minimum of 10' deep. Parking shall be located to the rear or side of the property. Only when access is not possible from the rear or side shall curb cuts be permitted on Boynton {f beach Blvd or Federal Highway. All buildings along Federal Highway must have pedestrian access from the right-of-way/sidewalks. • The main pedestrian entry, or front door, must be fronting Federal Highway. ?'fir r,3i4 Where mixed use development is proposed adjacent residential areas, the residential areas shall be protected through the residential compatibility standards and the use of landscape buffers and/ j?s or walls as appropriate. Staff will review architectural styles and make recommendations regarding Architectural Guidelines that may enhance the character of the District. This process will include public input. " � s I 1 Figure 44: SE 4th St. Example Mixed Use Medium Project Residential/Office s S S 4 y S t Residential ti i3 / � E . Street '^ Bicycle Path V Parallel Parking Retail/Officer r r frs4 Garage IIWI to Street Bicycle Path Open Space Garage Access Parallel Parking 1 On-site Parking e Pedestrian Zone; Pedestrian Zone 15'-0" 0 n Pedestrian Zone Parallel Parking o Bicycle Path Parallel Parking Bicycle Path Figure 45: SE 4th St. Design Diagram tJ s t h ', vet r + •� ' �« �� s t rt rj u, uI 'a t 4- R r �5 ; �(' r rt) ,. .. WE (� — 1 $-1 �`rr 1-.tif �'S,fc� � �� t w I N} `_ ts(s s$( + � a ql � 0. 10,7 4 ' . � rt$($ trssrr :,rs°��sa ' '�*..e e 1 1a mg �1 t�{ r J is ■ s. „� ui MR I n m 1� Figure 46: Example of Mixed Use High Project in the Downtown District J$� w 0 4 �r .a t I r I'r 1{r { �ml pm 1 y' ht •• F° tP1 1 :t INS" + A: { 74, VAIA r 7yh�sf 1 � a Figure 47: Downtown District Master Plan 911 i , r� l»\��Ifl yli�D1)GSII} �4�ri is fllt� ��+��141t}i7 I (r '`,Y l i i lh lnn - f rll m i . i r omo If �Fke 1 a 1 t y r i 1 1 f Nt ilUlrlaj �s; �)1s) 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 NEW BUSINESS AGENDAITEM: 16.13. SUBJECT: Discussion and Consideration of a Purchase and Sale Agreement with Larann Land Investments, LLC for Two Vacant Lots at NE 10th Avenue SUMMARY: The CRA was contacted by the owner of two vacant parcels located on NE 10th Avenue, a/k/a Martin Luther King Jr. Boulevard (see Attachment 1). These two parcels are adjacent to each other and if combined, offer 150 feet of frontage on NE 10th Avenue and could be used to develop an affordable townhouse or condominium types of building for homeownership. The property owner has offered the CRA with the opportunity to purchase these two parcels for the price of one hundred seventy five thousand dollars ($175,000). CRA staff and legal counsel presented a Purchase and Sale Agreement to the Seller which was executed (see Attachment 11). If approved by the Board, closing may occur on or before May 20, 2021. Based on several recent property appraisals performed for the CRA, the proposed purchase price would be equal to the appraised value. If acquired, these parcels could be offered to solicit proposals for affordable homeownership or rental development along with other CRA owned parcels within the corridor(see Attachment 111). FISCAL IMPACT: Fiscal Year 2020-2021 Budget Project Fund line item #02-58200-401: $175,000 CRA PLAN/PROJ ECT/PROGRAM: 2016 CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the Purchase and Sale Agreement with Larann Land Investments, LLC, in the amount of $175,000 for two vacant properties located on NE 10th Avenue and described as Parcel numbers 08-43-45-21-27-001-0110 and 0120. 2. Do not approve the Purchase and Sale Agreement with Larann Land Investments, LLC, in the amount of $175,000 for two vacant properties located on NE 10th Avenue and described as Parcel number 08-43-45-21-27-001-0110 and 0120. 3. Attempt to negotiate and alternate price with Larann Land Investments, LLC, for the purchase of two vacant properties located on NE 10th Avenue and described as Parcel numbers 08-43-45-21-27-001-0110 and 0120. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - Purchase and Sale Agreement D Attachment III -CRA Owned Property Map ATTACHMENT I Parcel One: I?OROTHYJACKS 40 or Y1 t lri lsllt dS lu 22U} Y.,T t fri`lil - 3i` �a�i + i r2 vtt4l Fy{' ,,� 2�1� P P rry Detail of 41�1l7, 4 e 1 T. 11A 11�AAA 1111T C lE.71sap,EWI 11111T - u >, "nom"" ,uma�k„g„ava e. IKGlg ira�a Sales Information , ! , 11DEC 1111 1 br 9w. _ v 1.7 .11 Dos 31110 12 APPraisats m 19 TU Year 12029 ' fi" ? 41� M � , Parcel Two: DOROTHYJACKS a A _zrs b,D,enaar 6orra-1 - r v vap wR v z Owners T1 (t „t P R ny Detail11-11 , rt E—CIII 17.1 EIEC I'll S� DEC 20 11 -111 e E vnan a.1z 4O'l � - o 11—T_1 Ell 1 unv 6 Ta Salesi rw11 CCT 2l01 111 loC NOW t jai . ,.., Appraisals I— VAO a % 14. 0 s { n4 trk PURCHASE AND SALE AGREEMENT S 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 LARANN LAND INVESTMENTS, LLC (hereinafter "SELLER"), In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALEZE OPERTY. SELLER agrees to sell and convey to PURCHASER I 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: Parcel Control Number: 08-43-45-21-27-001-0110 Legal Descri�: Lot 11, Block 1, of E. Roberts Addition to Boynton, according to the Plat thereof on file in the in the Office of the Clerk of the Circuit Court in and for Palm Beach County recorded in Plat Book 1, Page 123, Less the youth 10 feet thereof as conveyed to Palm Beach County by instrument(s) recorded in Official Record Book 3814, Page 1281 of the Public Records of Palm Beach County, Florida, AND Parcel Control. Number: 08-43-45-21-27-001-0120 Legal Description: Lots 12 and 13, Less and except the South 10 feet thereof, in Block 1, of E. Roberts Addition, according to the Plat thereof, as recorded in the Plat Book 1, at Page123, of the Public Records of Palm Beach County, Florida. . PURCHASE. PRICE AND PAYMENT, The Purchase Brice to be paid for the Property shall be ONE HUNDRED SEVENTY-FIVE THOUSAND and 00/100 Dollars ($175,000.00), 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 PURCHASER's Initials: SELLER's Initials: 00.704499-1. •!kj Purchase and Sale Agreement Page 2 of 15 5 &Walker, PA ("Escrow Agent") a deposit in the amount of TEN TOUSAND and 00/'1.0ODollars ($10,000.00)the "Deposit"). ' .2lication Disbursement of Ike osit. The [deposit shall be applied and ` disbursed as follows: i The Deposit shall be delivered to SELLER at dosing and the PURCHASER shall receive credit for such amount against the Purchase Price. If this Agreement is terminated during the Feasibility Period (hereinafter defined) for any reason, the Deposit shall be immediately refunded to the J PURCHASER, If this Agreement is terminated due to a default, pursuant to Section 12,the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non- defaulting Party shall have such additional rights, if any, as are provided in Section 12, s, 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, t4, 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 ,t 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, '{rz Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable s{s attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as r court cos`ss 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 date of this Agreement (thee "Effective Gate" shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. w << S, CLOSING. The purchase and sale transaction contemplated herein shall close on it or before May 20, 2021(the "Closing'°), unless extended by other provisions of this Agreement or l' by written agreement, signed by both parties, extending the Closing. J 6. TITLE TO BE CONVEYED. At Closing,SELLER shall convey to PURCHASER, by Special ' Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), -cry valid,goad, 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 r; �r ,i hereof. i` PURCHASER's Initials: SELLER's Initials: >tl7 00704498.1. r'• i Purchase and Sale Agreement Page 3 of 15 l r, 7. FEASIBILITY PERIOD, The PURCHASER, and its designees shall have ten (10) days 1 from the Effective Cate of this Agreement ("Feasibility Period"), at PURCHASER's expense, to l 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, 'i 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 r Feasibility Period, PURCHASER may elect, in PURCHASER's sale and absolute discretion, to 1 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 gate, 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 cast., 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 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 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 ten (10) days of the Effective Late, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule 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 'ater than fifteen (15) days after the Effective Gate 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 PURCHASER's Initials: ELLER's Initials. - 00704498=7. .S Purchase and Sale Agreement ' Page 4 of 15 undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure ;4 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 scale and absolute discretion, shall have the option of(i) extending, the Cure Period and the Closing for one additional thirty( 0) day period, or (ii) accepting the title as it then is but subject to Seller's written approval using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and contractors" liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the (deposit t 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. l Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue ar, updated Title Commitment ("Title Update")covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section, 7. , Survey Review. PURCHASER, at PURCHASER's expense, shall obtain, within fifteen (15) day of the Effective gate, a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/ 0th 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. 73 SELLER Deliveries. SELLER shall deliver to PURCHASER the fallowing documents and instruments within ten (10) days of the Effective Crate of this Agreement, except as specifically indicated: 7.3.1 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.2 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion i PURCHASER's initials; 00704498-1SELLER's Initials .... 1 l ,i Purchase and Sale Agreement F Page 5 of 15 i jj thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any in Seller's possession or control. 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 sale and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those r, Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it., SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including, but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING.PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing, 8. . 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 To the best of Seller's knowledge, the Property is in compliance with all applicable federal, state and local laws, ordinances, rubes, regulations, codes, requirements, licenses, perrnits and authorizations as of the date of Closing. 8.5. Occupancy, The property shall be conveyed to the PURCHASER at time of closing unoccupied. . 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 Title Company, At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments: 9.1. Deed. A Special Warranty Freed (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. 00704498-1 ii i h it Purchase and Sale Agreement Page 6 of 15 i r 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 ander 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.The Purchaser shall cause copies of the proposed closing documents to be delivered to Seller two (2) days prior to closing. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES 10.1. Prorations Assessments, rents, interest, insurance and other expenses of the Proper,,:y 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: . 01 SELLER's Initials. ,,r U0704498-1 7': 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 Gate, 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. Ir 10.4, Closing Costs. PURCHASER shall be responsible for recording the deed and J all of the general closing expenses (settlement fee, courier fees, overnight package, etc.). SELLER 5 is responsible for documentary stamps on the deedand their own legal fees. All other costs of closing shell be borne by PURCHASER, M5 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. (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commiitrnent 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, REPRESENTATI ISIS, CC ENANTS 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 (1) 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 for a period of one (1) year. 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 Bate until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees), 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property, PURCHASER's Initials _ 00704a?8-1 SELLER's Initials. Purchase and Sale Agreement Page g of 15 11.E 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 is encumbrances on the Property. For purposes of this provision the term "encumbrances"shall mean ' any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, { easements, covenants, conditions or restrictions, Additionally, SELLER represents that SELLER will not, between the date of this Agreement,and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee. 11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Late, 11.7 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the property or any part thereof or which would otherwise relate to the Property,. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of hazardous material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state,federal or localgovernment authority to be capable of posing a risk of injury to health, safety and property, including, but not limited PURCHASER''s Initials: 007044994SELLER's Initials f if Purchase and Sale Agreement Page 9 of 15 I to, all of those materials, wastes and substances designated as hazardous or toxin 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 l Authority(ies)") 11.9 SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11 Authority.. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER's information and belief, hereby represents and warrants the following: 11.13.1There are no pending applications, permits, petitions, contracts, approvals,or other proceedings with any governmental or quasi-govern mental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. PURCHASER's Initials: ELLER's Initials: f' y, i Purchase and Sale Agreement I" Page 10 of 15 y 11.13.3To the best of SELLER'S knowrlde, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws,ordinances, I` regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations, 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. Purchaser waives any action for damages against Seller. Purchaser's right of specific performance must be filed in an appropriate court action within forty five (45) days after the scheduled Closing Date or be waived by Purchaser. 12,3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close,the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. PURCHASER's Initials: , 00704498.1 SELLER's Initials Purchase and Sale Agreement Page 11 o•F 15 4 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 i considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: I i If to Seller: Larry Finkelstein, President Lamar Realty Corporation P.C. Box 362042 Melbourne, FL 32936-2.042 If to Purchaser: Michael Simon, Executive Director Baynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman ge 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:he 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 is in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby acknowledge that the SELLER has engaged the Brokerage Services of Lamar Realty Corp., and that any and all fees or commissions paid to said Brokerage as a result of this transaction will be the sole responsibility of the SELLER, 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, arrangeme,rit or understanding alleged to have been made by SELLER on its behalf with any PURCHASER`s Initials: SELLER's Initials: 00704498-1 r Purchase and Sale Agreement j Page 12 of 15 I� I N broker or Finder in connection with this Agreement. The provisions of this Section shall survive Closing,or termination of this Agreement. I! 16 ENVIRONMENTAL CONDITIONS.. J 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. �i i 16.1.1 As a material inducement to PURCHASER entering into this Agreement, t SELLER hereby warrants and represents the following, as applicable: I (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 t contiguous property owned by SELLER,to the best of SELLER'S knowledge. (fit (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 j 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. ( ) 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 r Property, any portion thereof, or on any contiguous property owned by SELLER. r 17. PUBLIC RECORDS.PURCHASER is a public agency subject to Chapter 119, Florida l Statutes. The SELLER is hereby notified that the PURCHASER is required bylaw,pursuant to Chapter 119, to The 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 I� to and including final judgment,or 2) interplead the challenged documents into the court. In either PURCHASER's Initials: _ SELLER's Initials: s Purchase and Sale Agreement Page 13 of 1S event, SELLER agrees to pay PURCHASER's reasonable attorneys' fees and casts, bath trial and appellate. I& 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 Sec-.ion, 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 coral, 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. 1.8.3. Waiver, Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall PURCHASER's Initials. ELLER's Initials: 00704498-1 I. Purchase and Sale Agreement | Page l4of1S not merge into the Deed, 18.5. Severability, Kfany provision Vfthis Agreement orthe application thereof shall,for any reason and toany extent, beinvalid orunenforceable, neither the remainder ofthis Agreement nor the application of the provision to other persons, entities or circumstances shall beaffected thereby, but instead shall beenforced to the maximum extent permitted bylaw.The provisions|ofthis Section shall apply to any amendment mfthis Agreement, 18.6 Handwritten Provisions. Handwritten provisions inserted inthis Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith, 18.7 Waiver of JuryTrial.Asaninducement toPURCHASER agneeimgtoenter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action, or proceeding brought byeither party against the other party pertaining toany matter whatsoever arising out of orimany way connected with this Agreement, 18.8' . Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those a1the appellate level, shall beawarded to the prevailing party, 18.9 Bindiniz Authority. Each party hereby represents and warrants tothe other that each person executing this Agreement Onbehalf ofthe PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect tmall provisions contained in this Agreement, 10.10 . 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 ofSELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property, 18.I2 . SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated bythis Agreement, The remainder of this page is intentionally left blank. PUR[HASER's Initials: SELLER's |mAtiahs: f Purchase and Sale Agreement Mage 15 of 15 IN WITNESS WHEREOF,the Parties have executed this Agreement as ofthe Effective date. PURCHASER. SELLER: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed dame Title: Chair Title: I r .C, Date: Date: WITNESS: WITNESS: Printed Dame: Printed Name:. ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Dame: Date: PURCHASER's Initials: SELLER's Initials: j 00704498-1 t( I <l ki \� p iN \'tet i e \ p & G5 r s a a x� rat- ` L.I } t �' tE 3 � r { / �k0 1 lS� t ! 1' — ZS t � a ! ,) t , pR�� }58.1�L�r7X / �t t it",f 2ri! Y,?; t 4.A4 ant 6{v,, tj<j ( ti,t �pb' `)1UJ SS A stl» r{ilS tt If 1 ii ea &�l}\l}li�rf Utf 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: April 13, 2021 NEW BUSINESS AGENDAITEM: 16.C. SUBJECT: Discussion and Consideration of a Letter of Intent from Habitat for Humanity of South Palm Beach County, Inc. for the CRA Owned Property located at 545 NW 11th Avenue SUMMARY: On January 27, 2021, the CRA acquired a vacant lot located at 545 NW 11th Avenue (see Attachment 1) via the Lands Available List from Palm Beach County in the amount of $21,762.35 and paid to satisfy 15 City code violations and lot mowing liens totaling $15,232.30. The final cost for acquisition of this property was $36,994.65 along with the ongoing costs to clear the lot and remove illegal dumping. On March 29, 2021, the CRA received a Letter of Interest from Habitat for Humanity of South Palm Beach County, Inc. (HFHSPBC) for this CRA-owned property (see Attachment I I ). HFHSPBC is requesting the transfer of title and ownership of the vacant property in order to construct an new affordable single-family home consisting of three bedrooms, two bathrooms, and a one-car garage. The house will also feature tile flooring throughout, hurricane impact windows, landscaping, and stainless steel appliances. The CRA has successfully partnered with HFHSPBC in the past on the Ocean Breeze West Project, the Model Block Project, and scattered infill sites including the recently dedicated home located at 110 NW 6th Avenue. Due to the infill characteristics of this parcel, providing opportunities for affordable housing would further the goals and objectives of the CRA Plan. As per the CRA's Letter of Intent (LOI) Policy (see Attachment III), the Board have three options as summarized below: 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; Option 11 - The CRA Board may determine that it is in the best interest of the CRAto 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; 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. FISCAL IMPACT: To be determined by the CRA Board CRA PLAN/PROJECT/PROGRAM: 2016 Community Redevelopment Plan - Heart of Boynton CRA BOARD OPTIONS: 1. Accept HFHSPBC's Letter of Intent to transfer the ownership of the CRA-owned property located at 545 NW 11th Avenue to HFHSPBC for the development of an affordable single-family home as proposed and direct staff to issue a 30-day Public Notice to dispose the property and work with legal counsel to bring back a Purchase and Development Agreement with HFHSPBC for Board consideration at the next available CRA Board meeting after the public notice period. 2. Do not accept HFHSPBC's Letter of I ntent for 545 NW 11th Avenue. 3. Alternative direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - Habitat for Humanity LOI D Attachment III -CRA Letter of Intent (LOI) Policy t al i y R s 1 I i t � v r tt�t 1 � a Q �3 •= �1lo�il,i z m }S�fy�� rev n Tt, ai 17,,Pi ru c t�w7; i F �"u,.',v viii si tiv it z{ k 2 2 �s is n "n Cw" rv- Ctl SU r9 4� LA ro ft3 Mt 7 g cs T- _ 41, FC! LA © p, CL ( G Li T !S � 4J y Habitat for Humanity' Boynton Beach Community Redevelopment Agency March 11, 2021 Michael Simon, Executive Director 710 N. Federal Hwy. Boynton Beach, FL 33435 Dear Michael, Attached please find a map of a vacant property at 545 NW 11th Ave. (PCN 08-43-45-21-14- 000-3580), which Habitat for Humanity of South Palm Beach County respectfully requests that the City of Boynton Beach Community Redevelopment Authority transfer the title/ownership of the property to Habitat for Humanity of South Palm Beach County. Such transfer would enable us to construct a single-family home consisting of 3 Bedrooms, 2 Bathrooms, a 1 Car Garage, All Tile, Hurricane Impact Windows, Double Truss Strapping, Owen's Corning 20 Year Architectural Shingle Roof, Landscape with Sprinkler System, Stucco Siding to Resemble Hardy Board, Covered Porch lined with Columns and Railings, Whirlpool Appliances, Pastel Color Exterior. The timeline to complete each project would be within 24 months from closing. Pictures of representative homes are attached. As we are now constructing a new single-family home at 560 NW 11th Ave., we feel that with the CRA's help we can continue to enhance the Heart of Boynton Beach and Cherry Hills with our mission to upgrade the community and provide affordable and attainable housing to low-income families who need it the most. Respectfully, jt � D 2I Jeffrey Fengler Director of Construction Habitat For Humanity SPBC � � GRA office: 561-819-6070 ext. 111; mobile: 561-371-2191 jfnr afh oca.or s1�1F»?�,}t\14 } „tssr Aa ass, r ; `h Pictured homes are representative samples of homes that Habitat SPBC builds. Final home design will be determined based on the actual size of the property. �}�S l 4,S k�� jk ,rsp�1}is)�1s4si,�.,, �t i 1�{ >t�sS n�{{ �c Ss�1 i �i ?pt ,{S st{i� '��v�)}r��4f1,�,�`•:att, } -_'— � r k�� `��tt}�\�k)SJjj3\tr})s� �',�;i}�lr�'�i lik±•'Mmh `;,^$ r - st, + 11 ' ,4• - �yys2 t �y�E "i 4 ((� t s1� �� s1, Y, 1" _d �"^. _ „7 i �4 :!„-"ato6�� G1 ,s,,,4'x� �,1: a tt,.•(� v „y: st ,}us s» Y•�1� r 1' s_: y Sf t NbY 949t Ave hRN i99r Ave NW i9tl1 Avg f Property Detail_ s Location Address 545 NW 11 TH AVE Municipality BOYNTON BEACH Parcel Control 08-43-45-21 -14-000-3580 Number Subdivision CHERRY HILLS Official Records Book 32133 Page 1343 Sale Date JAN-2021 Legal Description CHERRY HILLS LTS 358 & 359 Owner Information --- Mailing address Owners BOYNTON BEACH CRA 100 E OCEAN AVE FL 4 BOYNTON BEACH FL 33435 4515 Sales Information. Sales Date Price OR Book/Page Sale Type Owner JAN-2021 $21 ,710 32133 / 01343 TAX DEED BOYNTON BEACH CRA Exemption Information Applicant/Owner Year Detail 2021 Property Information-----Number of Units 0 *Total Square Feet 0 I Acres 0.1 169 Use Code 0000 - VACANT Zoning R2 - R2 DUPLEX, 10 DU/AC ( 08-BOYNTON BEACH ) Appraisals-- Tax ppraisals-Tax Year 2020 2019 2018 Improvement Value $0 $0 $0 Land Value $30,000 $21 ,000 $20,117 Total Market Value $30,000 $21 ,000 $20,117 All values are as of,January 1 st each year Assessed and Taxable Values- ,.: Tax Year 2020 2019 2018 Assessed Value $ 12,862 $11 ,693 $10,630 Exemption Amount $ 12,862 $ 11 ,693 $0 Taxable Value $0 $0 $ 10,630 h Taxes Tax Year 2020 2019 2018 Ad Valorem $0 $0 $286 Non Ad Valorem $0 $0 $0 Total tax $0 $0 $286 Dorothy Jacks, CFA, AAS PALM BEACH COUNTY PROPERTY APPRAISER- ISER .pbcgo .org/ PAPA 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 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: April 13, 2021 NEW BUSINESS AGENDAITEM: 16.D. SUBJECT: Discussion and Consideration of a Tax Deed Sale for the Property Located at 221 E. MLK Jr. Boulevard SUMMARY: Utilizing the resources provided to the public by the Palm Beach County Tax Collector, CRA staff has identified an available property for potential acquisition located at 221 E. Martin Luther King, Jr. Boulevard. As indicated on the attached map, this property is located on the MLK Corridor within the Heart of Boynton on (see Attachment 1). A residential building is located on the property and is approximately 1,139 square feet. The Palm Beach County Property Appraiser valued the property in 2020 at $103,028 (see Attachment 11). CRA staff conducted the attached City lien search (see Attachment 111). The property has several City maintenance liens totaling approximately $3,916.90. There is also an outstanding water bill due in the amount of $4,786.94. A records search was conducted on the property and it appears that the tax deed sale is the only problematic issue at this time (see Attachment IV). FISCAL IMPACT: FY 2020-2021 Budget, Project Fund, Line Item #02-58200-401, amount to be determined by CRA Board CRA PLAN/PROJ ECT/PROGRAM: 2016 Community Redevelopment Plan - Heart of Boynton CRA BOARD OPTIONS: 1. Approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 221 E. MLK Jr. Boulevard for an amount not to exceed $125,000. 2. Approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 221 E. MLK Jr. Boulevard for an amount not to exceed determined by the Board. 3. Do not approve CRA staff submitting a purchase bid through the Palm Beach County Tax Deed system to acquire the property located at 221 E. MLK Jr. Boulevard. ATTACHMENTS: Description D Attachment I - Location Map & Building Info D Attachment II - Property Valuation Information D Attachment III -City Lien Search D Attachment IV - Property Record Search t1v�Ai' ��'�t t�k�sftanavvsf z:aN�".'ttiVr1Y1��17„s lI tti�!hS't�� t' s��ti � . IFk�tt t 1 �1 Z S I t fff � ssa, pn39�I?I� v1ylt t` { Itt LIARyIvt�I �vrI ttj14 it ' t I alt s;�il�I i'•v� jtt i v i 6h f ell tS s €r . J T ,' r 0 U) CL FWIr ... W 1C x r 0 Q C, c r � .co r- 10 0 Lu LU CD t 4 u �KA, t£ [I] 0 V7 111 Ts O D cit o < f 1"1 G C Ql .0 C d5 7t C�3 u1 0 CL H d7 w CJ1 W < 4 4/6/2021 https://www.pbcgov.org/papa/Asps/PropertyDetaiI/PrinterfriendlyPropertyPrint.aspx?parcel=08434521270010220 Property Detail Location Address 221 E MARTIN LUTHER KING JR BLVD Municipality BOYNTON BEACH Parcel Control Number 08-43-45-21-27-001-0220 Subdivision ROBERTS E ADD TO BOYNTON IN Official Records Book Page Sale Date Legal Description E ROBERTS ADD TO BOYNTON LT 22 (LESS S 10 FT RD R/W) BLK 1 Owner Information Mailing address Owners WILLIAMS DORIS E EST 221 E MARTIN LUTHER KING JR BLVD BOYNTON BEACH FL 33435 3289 Sales Information No Sales Information Available. Exemption Information No Exemption information available Property Information Number of Units 1 'Total Square Feet 1139 Acres 0.1608 Use Code 0100- SINGLE FAMILY Zoning R2 - R2 DUPLEX, 10 DU/AC (08-BOYNTON BEACH ) Appraisals Tax Year 2020 2019 2018 Improvement Value $73,028 $73,028 $69,084 Land Value $30,000 $20,000 $20,117 Total Market Value $103,028 $93,028 $89,201 All values are as of January I st each year Assessed and Taxable Values Tax Year 2020 2019 2018 Assessed Value $97,645 $88,768 $80,698 Exemption Amount $0 $0 $0 Taxable Value $97,645 $88,768 $80,698 Taxes Tax Year 2020 2019 2018 Ad Valorem $2,127 $1,949 $1,756 Non Ad Valorem $293 $295 $295 Total tax $2,420 $2,244 $2,051 Dorothy Jacks,CFA,AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/PAPA Page 1 of 4 City of Boynton Beach Interest In Real Property _ This document serves as constructive notice of the City of Boynton Beach's interest in the real property identified below. PCN 08434521270010220 Property Address 221 NE 10TH AVE Search performed by Bonnie Nicklien of Individuals(Florida)on Mar 12, 2021 at 08:26:08 A.M. PST Tracking Number: 1897847 Access PIN: 7103 (ITEM 1 of 11) Code Enforcement Case Number 16-00000829 Date Opened 05/02/2016 Case Type LIEN-LIEN Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. (ITEM 2 of 11) Code Enforcement Case Number 16-00000944 Date Opened 05/18/2016 Case Type ALL-ACTIVE LOT LIEN Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. (ITEM 3 of 11) Code Enforcement Case Number 17-00001446 Date Opened 07/29/2017 Case Type LIEN-LIEN Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation / To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html ` 1 Page 2 of 4 City of Boynton Beach Interest In Real Property (ITEM 4 of 11) Code Enforcement Case Number 18-00001414 Date Opened 06/25/2018 Case Type ALL-ACTIVE LOT LIEN Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. (ITEM 5 of 11) Code Enforcement Case Number 19-00000456 Date Opened 03/08/2019 Case Type PN -PUBLIC NUISANCE Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. (ITEM 6 of 11) Code Enforcement Case Number 19-00002839 Date Opened 09/26/2019 Case Type PN -PUBLIC NUISANCE Case Status AC-ACTIVE For compliance please contact the Code Compliance Department at the City of Boynton Beach via messaging. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation / To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html ` 1 Page 3 of 4 City of Boynton Beach Interest In Real Property (ITEM 7 of 11) Mowing and Maintenance Resolution Number R16-177 Lien Number ' 16-944 Original Invoice $688.09 Resolution Adopted ' 12/19/2016 Amount Due on 04/30/2021 $928.34 For compliance please contact the City Clerk at the City of Boynton Beach via messaging. (ITEM 8 of 11) Mowing and Maintenance Resolution Number R18-035 Lien Number ' 17-1446 Original Invoice $718.09 Resolution Adopted ' 03/06/2018 Amount Due on 04/30/2021 $899.25 For compliance please contact the City Clerk at the City of Boynton Beach via messaging. (ITEM 9 of 11) Mowing and Maintenance Resolution Number R19-044 Lien Number 18-1414 Original Invoice $1,038.09 Resolution Adopted 04/16/2019 Amount Due on 04/30/2021 $1,207.60 For compliance please contact the City Clerk at the City of Boynton Beach via messaging. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation / To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html ` 1 Page 4 of 4 City of Boynton Beach Interest In Real Property (ITEM 10 of 11) Mowing and Maintenance Resolution Number R19-044 Lien Number ' 18-1414 Original Invoice $1,038.09 Resolution Adopted ' 04/16/2019 Amount Due on 04/30/2021 $1,207.60 For compliance please contact the City Clerk at the City of Boynton Beach via messaging. (ITEM 11 of 11) Mowing and Maintenance Resolution Number R19-116 Lien Number ' 19-456 Original Invoice $788.09 Resolution Adopted ' 11/05/2019 Amount Due on 04/30/2021 $881.71 For compliance please contact the City Clerk at the City of Boynton Beach via messaging. (UTILITY 1 of 1) Utilities Customer Number 155999 Current Amount $4,786.94 Customer Status VACATION Conduit reports may not reflect outstanding balances owed to the City due to write-offs or other internal account adjustments. Please note, written off balances or other debt incurred by a property owner must be paid prior to the initiation of new utility service at a property. In order to obtain accurate account information, please contact the Utilities Department at the City of Boynton Beach via messaging. No outstanding Building Permits were found. SERVICE FEE FOR THIS REPORT PAID IN FULL: $115 This staterrent is furnished at the request of the applicant for informational purposes only, and the City of Boynton Beach, its officers or employees assurTtf,:-, no responsibility or liability whatsC3f,:-,'Vf,:-,r for thf,:-,authenticity or correctness of thf,:-, mai{:f,:-,rs sf,:-,t forth herein. This report prepared and delivered via Conduits TM,a service from Net Assets Corporation To use Messaging regarding this report,go to http://conduits.netassets.net/messaging.html 41 STATEWIDE LAND TITLE, INC. 11726 150th Ct. N. Jupiter, FL 33478 TELEPHONE 561-743-0039 FAX 561-747-1369 Customer File No. April Tax Deed—221 E. MLK Jr. Blvd. March 16, 2021 SLTI File No. 21-16885 Re: Doris E. Williams We have commenced a 10 year judgment/lien search of the public records of Palm Beach County, Florida, through March 16, 2021 and, we find no pertinent documents of record. Instrument O. R. Book/Paye 1. N/A NOTE: 1. Notice of Tax Lien for Homestead Exemption 27432/523 2. Notice of Application for Tax Deed 32096/1788 This report purposely omits restrictions, easements, subdivision agreements and any reference to mortgages,judgments and/or liens which appear to be satisfied of record or have expired pursuant to Florida Statues. This company, in issuing this certificate, expressly disclaims any liability for the validity of any document or proceeding appearing in the public records and which constitutes a part of this search. This certificate does not directly or indirectly set forth or imply any opinion, warranty, guarantee, insurance, or other similar assurance as to the status of title. This Company expressly disclaims any liability for loss or damage resulting from reliance on this certificate in excess of the fee paid to STATEWIDE LAND TITLE, INC., or $1,000.00, whichever is less.