The URL can be used to link to this page

Agenda 08-10-21 d BEACK�,,,,,,CRA OWN= U N FTY REDEVELOPMENT E Community Redevelopment Agency Board Meeting Tuesday,August 10, 2021 -5:30 PM GoToWebinar Online Meeting and City Hall Chambers, 100 E. Ocean Avenue 561-737-3256 AGENDA 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Roll Call 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda B. Adoption of Agenda 6. Legal A. Project Update on the Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project 7. 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 8. Announcements and Awards A. Rock the Plaza at Ocean Plaza on August 21, 2021, from 3:00 p.m. to 6:00 p.m. 9. Information Only A. Public Comment Log B. Public Relations Articles Associated with the CRA 10. Public Comments 11. CRAAdvisory Board A. Pending Assignments B. Reports on Pending Assignments 12. Consent Agenda A. CRA Financial Report Period Ending July 31, 2021 B. Approval of CRA Board Meeting Minutes- July 13, 2021 C. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$13,200 to Studio Glo, LLC located in Flamingo Plaza at 413 S. Federal Highway D. Approval of Commercial Property Improvement Grant Program in the Amount of$22,632 for Stevo, Inc. d/b/a CK's Lockshop & Security Center located at 301 SE 4th Street 13. Pulled Consent Agenda Items 14. CRA Projects in Progress A. Rock the Plaza at One Boynton Recap B. Boynton Beach Night Market Recap C. Marina Marketing and Social Media Update D. CRA Economic& Business Development Grant Program Update 15. Public Hearing 16. Old Business A. Consideration and Discussion of Fiscal Year 2021-2022 Project Fund (Tabled Budget 7/13/21) B. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update C. Cottage District Infill Housing Redevelopment Project Update of Discussion and Contract Negotiations with Azur Equities, LLC D. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue E. Consideration of Second Amendment to Contract with Lewis, Longman & (Tabled Walker, P.A. (LLW)for Legal Services 7/13/21) F. Consideration of the Economic Development Grant Program Guidelines and (Tabled Applications for FY 2021-2022 7/13/21) G. Discussion and Consideration of the Interim Executive Director of the CRA 17. New Business A. Consideration of Award and Contract for Responses to the Request for Qualifications and Proposals for the Management of the Boynton Harbor Marina B. Discussion and Consideration of the Request from City for the CRA Owned Parcels located at the N E corner of N E 3rd Street and N E 9th Avenue 18. Future Agenda Items A. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard B. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue C. Ocean Breeze East Affordable Multi-Family Rental Apartment Project U pdate 19. 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, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 LEGAL AGENDAITEM: 6.A. SUBJECT: Project Update on the 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 Mixed-use 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). 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 to the expiration of the TIRFA, 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 the February 9, 2021, March 9, 2021, and April 13, 2021 meetings, negotiations for an extension took place between the Board and the Developer, however, an agreement for an extension was not reached. CRA staff was notified by the City of Boynton Beach that the Developer had submitted a permit application to the City on May 26, 2021, for the construction of a Public Plaza on the 222 Federal Highway parcel. According to records provided to us by the City's Planning and Building Departments, the permit application submitted by the Developer was grossly incomplete and the City's review comments have not been responded to by the Developer (see Attachment VI). FISCAL IMPACT: Under the terms of the TIRFA, 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: Discussion and consideration with legal counsel concerning the terms and conditions of Section 18.2 of the Purchase and Development Agreement with 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 D Attachment VI -Status of Permit Application for Public Plaza 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 dertned 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 Simon, Michael From: Pinder, Craig Sent: Friday, August 6, 2021 8:28 AM To: Radigan, Amanda Subject: "Park" at Ocean One ( Permit#21-2330 Hi Amanda, Below are the review comments from P&Z.The permit was submitted on May 3rd or the 13th (the "in" dates aren't the same for the submittal entry and the other review disciplines) and has not come back in for corrections as yet. After our discussion in June, I made additional comments on the permit on June 17th 5/26/2021, 1:51:27 PM BYB2KDZ Reviewed by Katie Hatcher (hatcherk@bbfl.us) Results: 21-2330 1st Review(Cycle 00) Not Approved Please make the following corrections: 1. Submit a current survey of the subject property. 2. Submit a City Commission approved site plan for the proposed improvements. 3. Submit a City approved landscaping and irrigation plan for the proposed improvements. 4.The sketch submitted indicates a location that conflicts with approved plans for the still valid Ocean One project. 6/17/2021, 3:41:00 PM BYB2CHP Please make the following corrections: (1)The submitted drawing is insufficient to conduct a complete review. Please submit a complete set of professionally drawn plans. These plans should include a Landscape Plan, Irrigation Plan, and Tree Disposition Plan (if applicable). (2) Please submit a detail of the sidewalk. (3) Please submit a letter of approval from the Boynton Beach CRA for the proposed park/landscaping improvements. Navaline screenshot: 1 Apol!I.CatI-pruNumber' , €-., rNumbee, fenant Name,Phu M,befClosed By Aevislon Path Step Requixed fttjM&te4 � fi�z+f1 I Option : Pevrlew StepDrmcflp6on 1n ve 3ry Cr TAA'. QE .: S..iv T a A Herz r, n a 52 ry .� 4 Y r i . dpi P.�z�"" ry � , i r ti_ ... r w.at i�.� �<.,�. _.'. � 0_ 312� �< Cdr A"r 2 Q'' _'_fes';..sr, E, L 'P_�f�e gyp`s z €,,a t El N r 4 4_,a , i_m + .,,gin„ _ � V +m0_,. _ %-_ ,',E P,..fes«'�,_- m .�`�,: _. F°a €�;F -.i„7 7 Z Craig Pinder Planner 11 Development, Planning &Zoning Mailing Address: P,O, Box 310 1 Boynton Beach, Florida 33425 Physical Address: 500 F, Ocean Ave, I Boynton Beach, Florida33435 561-742-6264 Pinel rC.@bbfLus boynton-be er erg/ Fz_1 13 91 _W_ FF-11 Please be advised that Florida has a broad public: records law and all correspondence to me via email may be subject to disclosure,Under Florida records law, email addresses are public records, 11cherefore,tFour e-mail communication and your e-mail address may be subject to public: disclosure, 2 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.A. SUBJECT: Rock the Plaza at Ocean Plaza on August 21, 2021, from 3:00 p.m. to 6:00 p.m. SUMMARY: On Saturday, August 21, 2021, the CRA will host Rock the Plaza at the Ocean Plaza property, which is located at 640 E. Ocean Avenue. Free parking will be available in the parking lot that is directly behind the shopping plaza and in the lot that is on the NE corner of Federal Highway and East Ocean Avenue. The free event, which will take place from 3:00 p.m. to 6:00 p.m., will spotlight the businesses that are located within the shopping plaza. To maximize customer outreach, CRA staff will also provide social media assistance to interested businesses in the Plaza prior to the event to increase marketing and cross promotional opportunities with the hashtags#RockThePlaza and #HitTheBiz. The event will feature live music from the band Paul Anthony and The Reggae Souljahs, cocktails, and special promotions from restaurants and businesses within the plaza. Please see Attachment I for the branded promotional poster that was distributed to businesses throughout the BBCRA area, Boynton Beach breweries, and at City of Boynton Beach municipal buildings. FISCAL IMPACT: FY 2020 - 2021 Budget, Project Fund, Line Item 02-58500-480 - $10,000 for the event and $3,000 for marketing. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Attachment I - Promotional Flyer 66 son son .. BOYNTON BEACH PRESENTED BY BOYNTON MBEACCR,H COMMUNITY REDEVELOPMENT AGENCY yi i 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 INFORMATION ONLY AGENDAITEM: 9.A. SUBJECT: Public Comment Log SUMMARY: The CRA Board is being provided the Public Comment Log for the time period since the last Board meeting (see Attachments 1-11). CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D Attachment I - Public Comment Log D Attachment II - Boynton Beach Night Market Comments 0 0 t r m s�; U t m J Y W N 'moo 23)N S Z G 27 M U � 7 O 0 �+ U a ° CL CL 0 0 U o � N � N a ' O �Q w N E 0 U a N > «t N_ i 0 � Y y U 4� N O 00 Jan Greenberg My hus ba r da r d la re new to Boyn'to r Beach 'as of tr's past October) and we Loved the community feel of th�'S evert:! Great rn usic, 1 oveid the,vendors, a rd so appreci'ated the spaced;-ncut chairs and tables,, Hope y Ido tau', , rnore of these everts the yearl! Lilke Repliry, Message I-Sh DVanne,Ru re Wuncledich What a fur ni-ght, 1� have rot: llab that much fir s, ages. Can't wait for,an&.�er BB event! Like Repily, Message 19h Ida Nfillier Great evert! The venue -,s b,--aut"Fj 1! Valerie Tyson bard was fantastic! Great vend-ors & loved the cha irs, tables & all the s pecia C touches, It was wondkeitj I to see so m a ry kits & adults h-avirg -a great t-iimem - Wfcrclerfull winner ,imlTy event! 04 Like Repily, Message Id Joan Mestrandma Ida Milker, also looks like'they rorored tle 6 feet ,a park code the rest Of us like rco see. Like, Reply Message, 1 gh Ida Miller Joan Mestrandrea while siittling, we °s able to stay scdal ly cd,Tstanceb. It seas crowded walking; aro ird the ver-dor's, but we kept: c,L(,r,m as ks con t1len. ...... Like Repl*-Mess age 1Sh. 01 Jan Greenberg Ida M i I Ier We,did,tocol 1 appreciated how ro ore made us feel ircornfortable about: wearirg masks -'W� Like Reply.Mess~ge 15. C) Jamieof in AMAieso n,e �'o b 3 oyr,to r,j'Ls,t what s,Ne need,eb tor al i ycu 8.11,,,,mall lovers lc,,t,,7 of dogs here Like Reply, Message ld Edir.ed 0,-4 r Elaisa.Thornas We ek[,cyed the band, and vendors tablles�., &", chairs provided. The park vasvarye eliegart grass was,soft and bea itif ul ly cA. N ice folks, Stsas a b:�7 h,ctat 6!30, but we enJoyed the free cufrg)y�.,, Like Rlly-Message I d Darke. Hilton Arnold Had a Woncleffni I time, I-Abyed tl�,,,�,vend'ors and the kids ZoIlle. The Vlalerii,,e Tyson band was FABULIOUS' Thank you Boynton Beach CRA. Voi did a Greatjbb, the &,air's ard tables provi,ded,k, ,I, Lock,iing,, for�A�ard to future events, Like Reply,Message I d Edi-.ed Sbfirley,Castai6eda 8,a r,,:J its great, great,atmosphere, Good job 6B," Like Reply,!Message 'Id 3 Chris Roberts eV,e,pL Great 11 Loved the ne"m am p hit rtatre. The vend o rs were great and the atmosphere kv,,as splend,,.,,,d. Loved the surprise characters oar` stli,,ts and lilt: up-costurr,.es. Kudos to, the bard! Wo r derful event: put on by t h,e CRA, ,Locc k,11 foryard to future events, Like Repily, Message 'Id Dani Burkhardt So much fur anid ,greal. fr,,,.,slVd Is there goirg to be another ore? Ljkv Rep[ , Message 22�1 Dani,,ela Lauro Cou,dr't makei't of tonight— wren is tie next one?7 Like Reply Message l Diane Hilton Arnold Va- ,,,,,erle Tyson Banc was 1% is LikeReo, ,y Message l Natasha Samara Twas sich a great evert', Bravo Boynton Beach CRA City of Boynton Beach, Government ,, AV Like Reply Message Anthony Verdesca Natacha Samai,a B',bg time!,' Unb,eIlevable! Like Reply Message Robert Ricke Knocked,,, it out on tie park! Set a rew standard for corrrrj `�ty events' Like RepVy , Message 21�-, 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 INFORMATION ONLY AGENDAITEM: 9.13. SUBJECT: Public Relations Articles Associated with the CRA SUMMARY: The Palm Beach Post: • Boynton Rejects Developer's $350 Million Downtown Project Pitch - 7/26/21 - https://www.palmbeachpost.com/story/news/local/boynton/2021/07/26/boynton-beach-cra- turns-down-proposed-350-million-development-project/8018355002/ The Business Journals: • Boynton Beach is Bringing a Startup Incubator to City Hall - 7/22/21 - https://www.bizjournals.com/southflorida/inno/stories/news/2021/07/22/boynton-beach- approves-grant-fau-tech.htmI 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, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CONSENT AGENDA AGENDAITEM: 12.A. SUBJECT: CRA Financial Report Period Ending July 31, 2021 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending July 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/PROJ ECT/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 July 31, 2021. ATTACHMENTS: Description D attachment I - Monthly Financial Report for Period July 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-July 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 1,283,025 1,283,025 Contributions and donations - - - - Interest and other income 125,219 188,065 1,807 315,091 Total revenues 16,336,408 188,065 1,807 16,526,280 EXPENDITURES General government 2,815,838 - - 2,815,838 Redevelopment projects - 7,718,807 7,718,807 Debt service: - Principal - - - Interest and other charges - - 163,453 163,453 Total expenditures 2,815,838 7,718,807 163,453 10,698,097 Excess(deficiency)of revenues over expenditures 13,520,570 (7,530,742) (161,646) 5,828,183 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 1,451,448 2,400,558 1,976,176 5,828,183 Fund balances-beginning of year 3,182,928 11,040,801 116,097 14,339,826 Fund balances-end of year 4,634,376 13,441,359 2,092,273 20,168,009 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 - July 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 1,283,025 Interest and other income - - 125,219 Other financing sources(uses) 100,000 545,561 - Total revenues 15,952,192 16,397,753 16,336,408 EXPENDITURES General government 3,883,070 3,883,070 2,815,838 Total expenditures 3,883,070 3,883,070 2,815,838 Excess of revenues over expenditures 12,069,122 12,514,683 13,520,570 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 $ - $ - 1,451,448 Fund balances-beginning of year 3,182,928 Fund balances-end of year 4,634,376 The notes to the basic financial statements are an integral part of this statement. 1 .�+ > No° o° o° o° o° o° o° o° o° 9 o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° o° uq O L N Ln O Mc O O O O N to 7c 7 Mc O Ln to to r` m W M Ln 7 N N O r` Mc Ln M O .� n r` O O O O O O O m N �o w N a m r` O ti c r` r` O r` O N a ti O r` r` N -Zi- co ti O 01 O N O O O O O O 7 W 01 O 7 M r` l0 Na; r` 01 01 N N N 00 01 O r` l0 N W 00 \ M O N N m co Ln N M r` N co m r` r` Ln co to M N M 00 01 7 r` to w A+ M K Y/ EO w to O N Ln 00 c-I 00 O N c-I to to W M w Ln Ln O 7 O 7 M Ln O to O W O N Ln O w O """� C O l0 O W Ll1 Ll1 O l0 O O 7 M O r` N l0 l0 l0 LQ 00 LQ 00 LQ l0 O a1 -! r` O M l0 O r` O (D N •C N LO Ln O Ln r, LO Ln c-I Ln m c-I N c-I w w 1. r" w r" Lo Ln c-I . Ln 1. w 1. Ln Lo N c-I M Ln 4 � O '� r` W w O M Ln N to V N N r` O O r` �--� W r` Ln r` m W M w 7 to M r` to N N N N C \ E a f` N N N N N a Lr m 00 N a to N r` r` Lr M N Lr Lr O M N r` l0 N O 7 M r` Ln m m m � to m m Ln N N N M N N N N N N N Ln Ln r, N —4 f\ r\ W N �t l0 N 00 N N M 0 N 0 \ U O -o m N Q 0) c 4) O 7c N Ln w c-I w O w m 7 7 N r` N Ln Ln O to O to r` Ln O 7c N O W Ln O N O fu O M O 00 Lr1 Lr1 O l0 O Ol Lf1 l0 o1 N r` M M M LQ N LQ N M O O a1 N O l0 M O N O 7m Ln O Ln r` to Ln O N O W r` W N Ln N to N M 7 W Ln O Ln �--� N Ln Mr, m to Ln to Ln 00 00 O M Ln N O 00 00 N 7 7 M W N Ln 7 N O �--� to m Ln M w r` M M r` W r` N N N N N N m � to N N Mc 7r, O M 7 7 m N N 00 N r` N Ln N •/}� L6 ca ONO O a O^1 Z l0 a op N m v v a M a c -I O c-I Ln m N m N N Q W • O 7 O to to O Ln N O m Ln 7 7 O O M N c O O O 7 m N O O O O O O O O O O O to O -! o� 7 to N O O N N o1 O O N N r` O O O a� a� -! O LQ O to O O O O O O Z O M O M OM 7 m O Ln c-I m r` O O r` m 7 O O O N W M O r` O r` O O O m O O •' O M M N to Ln N O N r` N Ln Ln O O M 7 N Q l0 Lr O N N l0 m 7 N N M O m N O N cn N l0 N N rl N N 0 N N - F Gl O O O to m W to to O Ln O O N r` m M O to O N W M O 7 O N O W Ln O N O O r` O l0 LQ N M O T M O N r` O N l0 Lf1 N LQ N N O LQ o1 l0 O l0 M O N O N m Ln r, c-I l0 O N m m O W N Ln to n to N M c-I m N O r, c-I Ln M r, O to Ln to 7 W 7 r` N al to T M r` Ln Ln Ln Ln N Ln O to m N M M r` M M Ln 00 r` �N N l0 N r` N a W N O Lr a �--� M 7 O l0 O M MN W N N Lr N r` N N N 09 ONO m T N M Lf W ONO cn Ln M N 7 Mm N to N uD 7 M _ a O C N W Gl m W O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O to O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N O O O O O O O c-I m O O O O O c-I O O Ln O O O O O Ln O O r` O O O O O O j m O O to Ln O O O Ln Ln to O O M O O O O O r` O O c-I Ln O Ln O O O m c-I O O LI) rl LI) LI) O r` r` M N LI) l0 7 LI) O O O O LI) N O N O 7 O N O O Lf` l0 W f` Ln �--� N N N N l0 l0 f` N u Ln O O t a)T N ro N N N 00 Oo ti m Ln m m ti O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O W O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O u O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O p L11 00 7 o u C W H f6 i+ 0 F d 7 C d J d K W W 0=' WIn In In W V ¢ ¢ ¢ w 0 Z_ Z_ Z_ w w V z in w K w D Ln V w w H z in w H J Z O O Z 'n in 'n z p Ln Z � Z V w w w LL 'n K U w z V' co w V w w 2 in co H in V a °� w Q OPZ in `n Ln z O Z V J co z j W w z z � � O w 0 z U O w J Z � H 0 V Z O W In V W 0 Z W W W J ¢ W w W W = Q H J W W O U K Z L=i z w Z z H Z W W w 0 W w W W H W Z w H in w V w J ¢ Q ¢ ¢ vHi ¢ LL Q > Z O > wQW co w Z V w > V U Z w z z W w K K Lj w w 0 Lj m w w w Q J V Ln a O K LL Lj m w w K V K K w Z V w H w p > V ¢ p > w V H in Y in ~ Y O > w w L= ¢ `^ ¢ ¢ F Y L 0 w Lwl. ,n W J = W J m O z z w [D E � ggggzzgp V ¢ ¢ o0au ¢ � ou0aULnmwwU m ¢ � ou C: z" 0 0 m ¢ o L. n r O" " L L "-i"-i 10 o Ln n t r m 1 s n cs n 0 0 0 0 -+ n t r CJ "-i N N CJ -i N N N N -i T.p' U) lf? CJ CJ CJ N N N a) ps�'a U5 Lo r",. oo C} C} C} C} N CJ CJ CJ CS CJ CJ CJ CJ CJ CJ CJ CJ CS CJ CJ CJ CJ L15 L15 L15 L15 L15 L15 L15 "-'� p Z C 0 "-i "-i "-i "-i 0 0 0 CJ C -i -i -i -i -i ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 ts"5 h h h h h h h N O ¢-i "-i "-i "-i -i hl -i -i Gl O 0 O 0 O N N N N N N N N N N N N M M M M M M M �. d-,." N Lo r, oo Q) m 1- c-i ,„�°_ d �-y,' �y' �y' �-y,' �y' �y' *:Y �-y,' �y' �( L15 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 "', O 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 C<7 N t 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 0 0 0 0 0 0 0 0 0 0 v7 r` 7 to O to O N N 7 M M0 to Ln to N Mr, 00 O O to M0 c-I ci 00 O M0 00 N M N O Ln Ln to N 00 M M N f` o NO Ln O 7 O W O N r` r` to N M N to M Ln N to W O O r` N Mr, 7 W O c-I O Ln N r` O O N N m N LO N m N r' •� l0 Lj O r` O O Lf1 Lf1 M M c4 l6 7 01 of 01 l6 01 O O N Lf1 O r` r` W O l6 O 7 W r` M O 7 W O N m M r` W 00 14 M d r` M N O 00 O N f` N m m N 00 to N Mc O r` N N r` Ln m O 00 Moo 00 N M N N N to N 01 Cw \ 1 n o O N N to N N O O O O ci O m W O to m O m O 7 O O O O 7 r` O O Ln 7 c-I r` O W O Ln c-I O O O to to c-I o0 N M O O C to -! O O O O to O W -! O LQ O ci O O M O N O O a� M O O LQ o0 O N O o0 O N r` O LQ N O O M -! o0 o1 N C 00 O ci O Ln O r` Ln O O 7 M to N 00 N N O 00 O O N O O ci Ln m to M O 00 N m N OLn Ln m N 7 N r` M M N m O O l0 M Lf1 n f` l00 N n Lf1 LLn Ln SO Lf1 So m ON O Lf1 01 f` N N l0 O 7 W N 7 LLr 00 M N O M O 00 01 E N l0 L,1 L,1 LO r" M r.I 00 c-I N O l0 0m I� -m 'm Lcn to M M N O to N to O N 4) N N N N LO W N Ln N N N M N 0to N N N Gl RD Oo C m ma D: Gl o0 o0 O O O O m O c-I N O 7 c-I O c-I O to O O O O to M O O 7 to c-I M O N O Ln m O O O 7 7 m N N r` O u M o0 O O O O M O c-I o0 O 7 o� o� o� O to O W O O O to O O o� c-I O r` O c-I O r` N O LQ o0 a� a� to W o0 O o0 0 N m m O Ln O N Ln m m to M M 00 N m 00 O N O O r` m O m N N to to O N 00 O r` O O Ln Ln r` N to Ln 00 O Ln 7 m 00 N r` Ln N N Ln N m 7 O O O N O m N O m Ln 00 N 00 7 7 Ln Ln N Ln r` N W Ln 7 M m M 01 O N 01 N N Lf1 N Lf1 N M m 01 00 O N 01 Lf1 N M Lf1 N 00 Lf1 N l0 W 01 l0 N N N mc 00 00 N m m m N N m 00 to N N m Ln Ln M Mm to r` M Ln N M Ln N N 00 N M to M 01 C N N N N f\ r C W � LQ O O O O O O N O O M O O LQ O � O ON O O O -! O O 7 W to O O O O N W O � LQ a� -! to r` to N O N to O O O O O Ln m O O O O O M ON O O O O O Mc r` r` c-I O O O 7 M c-I O Ln c-I Ln MN to Ln to O +' Ln m m Ln O 00 M Ln m O 00 O Mc 7 to N M N to N to W r` N W to Q MlR lR O Ln N l N N N O Lf1 O to m 00 00 to N N N N I, O to 7 W N jp N N N N 0 N O F Gl M N O O O O m O M N O to c O m O c O O O O to to O O Ln r` to M O N O N N O M N r` Ln 00 Ln to to O wc 7 M O O O O M O W o0 O O o� o� M O r` O to O O O 7 O O 7 N M r` O c-I O LQ 7 O LQ N o1 r` O O -! o0 o0 N W M m O Ln O N Om m to M Moo 00 m Ln O N O O r` to O N 7 m N to O N 7 r` Ln O 7 7 m 7 O O O N O m Ln m 00 N 00 m N N r` N m O 7 Ln N O N N m m m 7m 00 N r` O M Ln 00 m 00 m Ln to r` W M m N W O N Lr Lr l Lr l Ln N z N Woo 00 a O lR lR a 00 M Lr a 00 7 7 M lR Lr r` N r` Lr N N N � N W 00 Ln N LO r` W N � W 00 Ln N N Ln 00 N N � r` to r` M Ln N Ln N O r` N M M to C N N N N 1p C to d m � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O j O 7 O O O O O O O O O Ln LOO On O O O W O O O O O m O OM M O O O O O O O O O O O O O O O O m LI) M Ln r` r` LI) LI) O O O r` to W M O O O LI) N O O O a O a N O O O O O O Ln O c-I O O O O M O O N N N N ^ N O ro Ln Ln M N O N N N N M O M O N oo O N w O Ln Ln O N LO N f\ O M O M u � O M N Ln N N f\ M N N 00 N N 00 N N N l0 O M N f\ N N N N N N N N l0 LL H O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O ow O O O O O O O O O O O O O O O O O O O O O O O O O zj: O O O O O O O O O O O O O O O O O O � O O O O O O O O O O O O O O O O O O O O O O O O O f` W O O O O O O O O O O O O O O O O O O O O ON LSO E N N 7 u C W Z V w m Q W pZS In W H J z J W = Q z Q o O w V z C7 Z V LL Z w w Z in W w in Ln w 0 V uV Q V O J Q w Z O z w L, w z Z ~ Ln Z w V 0 w V' Z = L Z w n Z K OV wW V °2S w in O u a co w w w Q w in w c Z O w Q W W z Ln V Z O W J Ln x Q Z In K Z V O W Z U z J W W L.L W Z W LL' V O W J Z C In W W J J w 0 Z m PZ V O Q J vii O vwi H W K w w o O m Q Q O J Q w z w V Q Q w w a v~i H w Q W W H m Z Z a m H o W w w 2 un w W W D Z D H D H W Q w m } Q W O in o2S w W p2S W w J VQ VQ w Q Z 2 K } M In W W V H W O w H W Q z w V V V H W L� V �V z V w V in w K K K ~ H Z V c mc w w w V in w w Z_ Q a w w U K w Z_ z w J Q Q LL J m O LL Z Z Z m } O w J 0=' LL J m O LL Z O < Z O Y S } Z V H z 0 0=' 0=' LL V 0 Z O u v� m 0 wU C7 v a �¢ o u 0 u v� m O a w wU a ? > x m n w Q O Q Q LL Q Q Q O V W O w C7 V Z O Q d � Q G/ . ll0 O O Ln O Ln O M O hl O u, qtr r', m O O Ln O Ln O hl u, K m O hl M �' u, qtr O m hl O u, qtr r', o o �. 7 e-i 't Ln l,o l.o O e-i O O O O O hl hl hl hl e-i 't Ln 1p l.o O O O O O O e-i e-i e-i e-i hl hl hl O O 't *.P' e-i hl hl hl hl O m M M M M M It N N N N N ci hl hl hl hl M M M M M hl hl hl hl hl hl hl hl hl hl hl M M hl hl hl hl M M M M M hl CO v5 v5 v5 v5 v5 v5 C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J C'J 0, 0 0 0 0 0 0 0 0 0 0 �--� hl hl hl hl hl M It hl hl hl hl =.T' *KI" *KI" *KI" *KI" *KI" *KI" *KI" *KI" *KI" hl hl hl hl hl hl hl hl hl hl hl hl hl M M M M M M M M M U5 N u M M M M M M T.4' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' *eY' 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 1p 0 'm Q e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i tV i+ L15 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 Lt5 "', D 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 0 0 0 0 0 0 0 0 0 0 C<7 N t 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 0 0 0 0 0 0 0 v7 O •� M Ln Ln 7 O O r` to m r` 7 M O O O 7 r` O 00 7 O 00 O Ln r` O O O ti N M O N Ln M Ln N O O m n Ln 7 O O r` O 7 ti N 60 N to O O W ti r` O W m N r` Ln O to O O m M M Ln c-I o0 c-I r` N W O O N N N •m O N 7 N M O N 7 N Lf1 O 00 O ci N 7 c4 O l6 N 01 01 L6 l6 l6 O O 7 N O l6 N l6 Lf1 7 of N O O 7 T Ch N M al f` O l0 f` W al M al O to r` r` Ln O m m r` O O N N N N to N r` N O Q7 M w N N N N N N r„7r \ K n o O N N to O r` N O m O N O Ln m M N O O O O M O O W M O O N O O O ti Ln O o0 7 to O Ln O M O O O N O N C O o0 LQ o� o� O W O to O O to O O O O -! O O to N a1 O r` O O O o� W O N LQ O LQ 7 LQ O O O O Ol T •C N c-I M N N O N M r` N Ln N O O o0 O r` O Ln 7 N W Ln O O O O 7 W ti M O to to W N c-I O O ci Oi V m N l6 M O N l6 M W 00 r` O Ln N m 7 O r` Ln Ln LO m O O M 3 7 l6 M N O N l6 7 Ln to O W 00 l0 N M l0 O Lf1 l0 al M N al O �--� f` N l0 N W N al M N N M M l0 O l0 O M O Lr r` �--� O Lr L' N W N rl n Lo O O 'm 7 n N c-I M -m c-I M al Ln N N M N Il cm c-I N M to Ln o Ol O rn N N M M rl a Oto c c Gl R o 3 m m Gl O M N O M O o0 O Ln c-I r` W O O O O r` O O N r` O O W O O O m Ln O N to 7 O Ln O r` O O O T T m u O c-I Lf1 c-I O O -! O M o1 o1 M O O O O W O O M r` a1 O N O O O O -! O r` 7 o� LQ LQ LQ o� O O O LQ ci 0 W 00 M r` m O W r` N r` m r` O Ln N O N O Ln M r` W Ln m O O O m to 7to m W 00 N r` to O N O m m Ln O N M m Ln M to N M N N r` Ln O N to 7 7m Ln Ln N Ln 00 M to N M Ln M r` N O Ln V �m N Lf1 N to W l M O M O W N 7 to N N Ln lR M N W 7 W lR M Ln lR N W M (n a N N N MO N Ln LO N N O m � N M N r-:- N a N t N M 00 N LO W Ln rn rn Go Ln 01 W V C N � W O O O m W O O O O O O O O O Ln O o0 O O N O O O to O O O Ln N O O O O O c-I O 7 O O O V N O r` O 7 -! O N O O O O O O O a� O 7 O O to O O O o� O O O W o0 O O O -! O O O to O O O 00 00 Z O m O oo c-I O r` Ln O O O O O Ln N Ln r` O O m O O O N Ln O O o0 7 N O c-I r` N O O c-I O O O r, N +-� N Ln N N r\ Ln � O M r\ Ln LO O � N 00 � N Ln N N w l0 N m N 00 M 00 m 00 00 � � N T p N T N C N ci F Gl O M N c-I Ln O o0 O Ln c-I r` W O O Ln O m O O O r` O O N O O O 7 M O N to 7 O 7 O M O O O Ln O wc O 7 LQ to W O o� O M o1 o1 M O O O O M O O r` r` o� O M O O O N M O r` 7 W LI) LI) LI) M O O O Il N 00 00 M 00 r` O ON N r` m r` O O m Ln Ln O Ln M r` W Ln to Ln O O O N N to W N to N r` Ln O N O N N Ln Ln N N 7 7 N to N M N Ln N Om N N 7 to O O Ln Ln 7 M Ln M m 7 M N N O cn W �m N O N lD W O N O M O 00 N 7 M N z Ln N M M a lR W 00 00 7 N N W M n cn c-i c-i Ln c c-i Ln Ln a ri Lo oo oo c-i of m ri r-:- -z t oo" to N M r` N Ln M to M M m w C N N m Ln Ln •C N al � N C N � to d m O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 09 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 'p O O O O O O c-I O O O Ln O O O O O O O O o0 O O O O O O O 7 Ln Ln O O Ln Ln O O o0 O N c-I (h O 3 O ON O O O O M O O O^ N O O O O n N ON O LI) O O 00 O Ln O O v v v O O w v O to O W o0 n m . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N N O W al O N O l0 f` f` N M Ln N N N r, l0 M N M N rn N N N l0 Ln LO r` LO n u N M O N N f` Ln N M al M M r` T N N N N M (YI jy N O t0 N N H O O O O W O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O W Lq Lq O O O O � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O u O O O O Io O O O O O O O O LnO O O O O O O O O O O O O O O O O O O O O O O O O O l0 l0 m l0� o 91 ci ci a oo n n E c n n 7 u C W H H m m i+ i+ 0 0 F F H d � Q LL X � W Q W � W Z Z W ¢ Z W Lnz In L } D w w V w W D J W J Z ~ = Z Z V m Ln U j O O 2 u 2E Z ¢ W w = w Z O w Ln O z Ln z `n w w O m Z m 'n w w O Ln Ln 'n w O 0 D ¢ w `n w ¢ ¢ a u 5 co � w w 2 > � � Ov u , w 2 � � z ?Ln u u � u w m w n z oO - w cO = z M V o } w Z in = z = z =p o w z in = Q Q Q Q W z z a p Q O m O ¢ vw C7 m PZ Q w = = 0 Z m H n Q w O z m Q z w o p a w J w Z H w Z w w = w w Q d O a z w w = w d , O a w Z u Ln in < D � M Q H m D u p a z w Ln m g co a t w V) g co a g m z z z z 0 ~ Q Ln Z Q ? Z ow S2 Ln L Z O J O W J m 0 W 2 M W J m O V M � � ¢ Z w p w O 2 Z w E u u Lz—L H wU m a Q Q Q o u a 0 u vii m O a Q u 0 u vii m Li a = w = Ln > > u H Z m z `o CL W � o ¢ +. z It d 0 UQ LL 0 0 0 0 0 �t o Lr, qtr r', m qtr 0 0 Ln 0 Ln 0 u, qtr m 0 0 Ln 0 M �' u, qtr r', o m 0 0 0 3 3 e-i e-i e-i M 0 0 0 ¢-i e-i hl hl hl hl M e-i It Ln Qo Qo 0 hl hl hl e-i It Ln Qo Ln Ln Ln Ln Ln Ln Ln Ln Ln Qo Qo m m F CO hl hl hl M T.4' hl e-i hl hl hl hl hl hl hl M M M M M e-i hl hl hl M M M M e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i e-i m m W CO 0 0 0 0 C5 C5 O O O O O O O O O O O O O O O O O O O O O O0 O0 O0 O0 O0 O0 O0 O0 O0 O0 O0 •� ¢ .-+ .-+ .-+ .-+ .-+ .-+ rrrrrrrrrrrrrrrrrrrrrm m m m m m m m m m m m m Q ry +,, LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 LI5 , "", D 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 0 0 0 0 0 0 O C<7 14 N 0 0 0 0 0 09 o 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 o 0 0 0 0 0 v7 C '� O O O O O m V O M N 7 O Ln to n n c-I O c-I Ln O O W O O 7 O O Ln O O O O O N N O ti c-I m O m m N m N N O oo W O O O O O to O O m \ N O O O O O 7 t6 O n 7 N O to a; O to 0 S; O n LA O O O O O O O O N � MO N O n M N O Lf1 to n Ln V O O Ln Ln O m O o N N to O N O M O O Ln O O O to O n c-I m n M Ln O to W m to O W O O 7 O O a O m o c o o ti o o m o o m a o m oo ti o m o m m o rn o o m o o m m an N 'c Ln a o Ln oo r v c r, o Ln Ln r, �o ro oo c ro o r, n io o W 0 0 of o 0 of W 0o \ r, ci O I, N to N oo c-I Ln c-I N c-I m O m Ln to Ln to n V n W O O O O Ln c-I O tD • 7 O N M Lr Lr O O M lR O Lr N lR a lR 7 M n M O O oo W O O Lr oc O m N m O M oo N 7 M Ln N c-i O N oo oo O 7N O Ln M o0 a NZ c-I - n O 7 V t0 t0 0 4 N to N � W N 01 � M tD m to Ln N N m W O m N N Ln Il n m N M .1 Lr N Lf1 N M M N N M ztN T T N 4' M cn Ln W N N N N W d o C3 m m D: d O N O M O O Ln O O O to O n O c-I c-I n Ln O 7 a-I V to O W O O to O O W O m m u O O ti 0 0 to O O rl� a 0 of a M r` ti oo O O to O m o rn O 011� O O to m rl� D r- Ln O Ln O O a O M m c O Ln Ln M M to O M W W to N W O O N O O N W N I� ci O I, O t0 oo 7 Ln Ln Ln r, ci I, M Ln to O Ln O N N 7 c-I Ln Il W m O N M M m Il M N a a O N l n 7 co Ln oo oo t0 to oo a N N Moo N � N 6to N n Ln Ln N oo oo Ln oo oo W CJ N I� Ol N c-I c6 tp W Oq N to M N N oo M to to to N N N N O N O M m Ln W Il N C N 01 N a N tD O 7 N N N V N N N N a W '6 o N N c-i I, N N N e•i Ln W � • O 7 O O O O V O O O O O N c-I O oo oo O O M N W oo O W O O O O O O W N O oo O O O O W O O O O O to O O N n O O n V LQ to O t0 O O O O O O t0 n Ln m O n O O s•i O oo O O O m Ln O N oo O O N W V n O n O O O O O O n T u n n O to N N oo al O ro a m N n n n a Q M N N O W a R:t N R:t N N T N N N N W N N N M Il N r, 01 N N N tp Ol Ln jp N N O oo N N V N V C N N N Ln Il W Il F 41 O oo O M O O s•I O O O to O Ln m c-I M m Ln O c-I T N oo O W O O to O O t0 N V O to O -! O O W O O Il O M M M M oo O M N t0 N O N O O to O O t0 u0 V O O oo O O N O Ln m c-I O to O ro c-I Ln to O O O N N N O O N O O N W N O M O O V Ln to Ln Ln Ln I, oo N M Ln N n n N N Ln N Ln T m m ti oc M rran oo oo ti Lo Lr O ti ti Lo r, O oo to Lo oo a Lo oc a (no N Lo N N N ZF ZF n Lo N N I, n Lr oo I� N 6 N I� 6 N N N Lf M O N I, M Ln oo to m N N N oo Il N M m �"� Ln W Il n _ O a O O M N a O c-I a-I ti a-I T Lr •� 01 o N N c-i tD (t'1 N N s•i W to m W O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O toO O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O -O O O O O oo c-I T c-I O O to Ln oo I, O Ln to O O c-I T O O N N O O N O O N O O 3 N to W oo O O M N M 7 O O N O M W N N O O O N O N m Ln oo m O c-I O c-I Lr Il N ci a n O oo m oo W O O N to O w M l O N n Ln m W Ln c-I n M m n O n n n O l6 M c-I n u N n O N oo M O Ln oo to n N O O M m m N O m to M M n N N N rrN N oc O I, Ln N P4 N N M N N N j,y M O c6 N n N cn N N c-I N N N N O O O O O O O O O O O O O c-I O oo O O O O T T O O O O O O O O O O O W O O O O O O O O O O O O O O O N O O O O N N O O O O O O O O O O W O O O O O O O O O O O O O Ln M I, O O O O T T O O O O O O O O O O Ln 7 c-I OGo N a a N lD I� N o o W E O c-I c-I O O O m m m m C W .. .. .. .. .. .. .. f6 f6 f6 f6 f6 f6 ++ F F F F F F ~ Z y c 7 y w > v LLcL cc cc W F cc W In � V F w Z w m Q O O p Z F.- un un z Q ¢ a m w w w O W O W H N O wp Li,i V H H W Z z w vwi O J in 0 c wc w W w O O O W C ~ J J O z z Z > W > z J Q Q F- F W Z V Lu Z � a s W w Q W 0 ~ V a a W W w w W zcW W Ln z X X z W 0 W W J W Oyu cW V V 0=' 0=' H W C W W W Z Q 0=' V > V O W C Z Z W W Z w L z 0 z Z v ¢ O z o ? > > > ? a a ? ? W a V 0 Q CZf z 0 Q Z K W V W In V Z V Z_ Z Z Z Z K N N N N J Q Q J W z Q W Z O F- L � > > > Ln w O O O O a j V PZ W w "' H H J � Q '-'-' 0 Y "' O O O O z Ln w F W L H < O O w 0 L` L` OV x 0 0 0 ~ 0 0 0 0 2 NLL z Q O H V V J co V to z w V V V z H m m m m LL Z CL d < tx V - b0 cY' Lf' O O 0 *el" Ln *el" tf? O 3 O O .-s O O O O It. It It Qo r, oo W -s hl hl M Co 3 y hl hl hl =.T' *KI" *KI" *KI" *KI" *KI" I I I *KI" � y � of of of of of CO V1 3 0 0 0 0 0 0 to O O O O O O O O O O O O O F 3 0 0 to O O O O O .--� > u c O O O O O O c O O O O O O O O O O O O O [� c O O c O O O O O tv m d - - - N N N N It It It Ln Ln Ln W 4) -i m W of of of of of 0 l.o h- of Q) Q) m of of of of of of of of of of of of of Q > l.o m m m m m m m N d rel rel rel r,i r,i r,i rel rel rel rel rel rel rel rel rel rel rel rel rel m :mss :mss :mss :mss :mss :mss :mss '�... D 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 o 0 0 0 0 0 N \ 09 N /' � O N m N E Q O o N N N to O M O m O C m M M Ln N C 7n 0 W \ 0 7 n W o ti m Ln\ m c Lo m O a m N LL t tx e4 r c no v m a m [L m v m a o m u M O M Il� D 0t Ln to N m LnN N m c O o 0o t Ln O I, N 6 N N N Lfl W ? N 00 00 N N T ti ti n a Q m ti ti op o m Ln ti N a c o rl V ON lNo lNo V mc N o0 N m Lo r, m m m M Lo m o tLeo N n N Ln O m Lr C N M N 1p to 41 [L O O O o It I9 O O O O p O O O o 3 [L f6 u H LL c m O o u Lr1 N O 40 l6 mc Ln m c W o .8 n 7 N E ^ O O 3 m m u C W 45 0 0 F t O M 4) 00 Z Z D U_ W W In � Q u W W z Q CO W � W ro C LL O O O O Q d �- 1= < w V b llb 0 7 00 ua m V i+ h d 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 CONSENT AGENDA AGENDAITEM: 12.13. SUBJECT: Approval of CRA Board Meeting Minutes -July 13, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the July 13, 2021 CRA Board Meeting Minutes ATTACHMENTS: Description D July 13, 2021 CRA Board Meeting Minutes Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, July 13, 2021, at 5:30 p.m. Online Via GoToWebinar Meeting and In-Person in the City Hall Commission Chambers 100 E. Ocean Avenue, Boynton Beach, Florida Present Steven B. Grant, Chair Mike Simon, Executive Director Woodrow Hay, Vice Chair Thuy Shutt, Assistant Director Justin Katz, Board Member Tara Duhy, Board Counsel Christina Romelus, Board Member Ty Penserga, Board Member 1. Call to Order Chair Grant called the meeting to order at 5:31 p.m. 2. Invocation Board Member Romelus gave the invocation. 3. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 4. Roll Call Roll call was taken. A quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda Board Member Romelus requested the Board have a conversation about Item 17A before hearing Item 16E as it may change the landscape of the conversation regarding 16 E. Chair Grant suggested moving Item 17A before New Business B. Adoption of Agenda Motion Board Member Penserga moved to approve the agenda as amended. Board Member Romelus seconded the motion. The motion passed unanimously. Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 6. Legal Chair Grant had requested information regarding disposition of CRA property and received a response from Attorney Duhy regarding community benefits. She had not yet forwarded the information to the members and gave a short summary of it for the members. She explained a question arose about the means by which to incorporate certain community benefits into Tax Increment Financing (TIF) and Purchase and Development agreements for CRA projects. She advised the Board has wide discretion to require those kinds of community benefits for the benefit of the CRA in its agreements. She always recommended incorporating those types of requirements in the CRA's agreements with the developer or landowner as opposed to having a separate third-party agreement as it is difficult for the CRA to enforce a third-party agreement. Any sort of third-party agreement between the developer and the third party was between those two entities. The Board could request and require things for certain aspects in the public interest that is not in the CRA Comprehensive Plan based on the disposition of the property. Attorney Duhy agreed and explained the key for the CRA is to have benchmark, monitoring reports, and they can require proof. The developer would have to prove demonstrated compliance with the requirements in the agreement. Chair Grant explained he received a Letter of Interest from Lutheran Services of Florida for property on Friday and inquired if it should be added to the agenda. It was ascertained it would be on the August agenda. Mr. Simon explained this item, in discussions with Lutheran Services, needs to be held at the City level and not the CRA level. The City and CRA can transfer property. The City transfers property as it deems appropriate, whether it be for social services or economic development; not for the sole purpose of child care and aftercare. In his discussions with the City and Lutheran Services, if the City would like to relocate Head Start onto property that may or may not be owned by the CRA, they should ask for a transfer of that property to the City and the City can dispose of it. It would avoid a conflict with the Statute as the CRA should not give property to non-profits. 7. 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 disclosed he spoke to William Morris, Jeff Burns and Jean Rosier regarding the 115 property and Harvey Oyer regarding his family's properties on Ocean Avenue and Federal Highway Board Member Romelus spoke to Jean Rosier with Lutheran Services, Jeff Burns, Harvey Oyer and she declined a meeting with Hyperion. Board Member Penserga disclosed, in regard to Items 16 D and E, he spoke to Attorney Bonnie Miskel, Davis Camalier, Harvey Oyer and Jeff Burns. Some time ago, he had 2 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 an introductory meeting with Hyperion and regarding Item 16H he had a meeting with Brian Fitzpatrick. Vice Chair Hay had no disclosures. Chair Grant met with the Habitat for Humanity CEO, Hyperion and their Attorney Bonnie Miskel. He also met with Brian Fitzpatrick and Anthony Barber. He attended the Lionfish Derby and spoke to the Harbor Master and a few of the scuba diving boats. 8. Announcements and Awards A. Rock the Plaza at One Boynton on July 17, 2021 from 5:00 p.m. to 8:00 p.m. Mercedes Coppin, Business Promotions and Events Manager, announced the event this Saturday as above. The plaza is at 1351 S. Federal Highway. The free event has live music from Spread the Dub, family-friendly games and activities. Event patrons will receive Boynton Beach Bucks offering attendees the opportunity to redeem a $5 voucher at participating restaurants and eateries. There is free parking at the One Boynton parking garage. B. Night Market on July 31, 2021 to be held at Centennial Park Amphitheater from 6:00 p.m. to 10:00 p.m. Ms. Coppin announced the event at the Town Square complex at 100 E. Ocean Avenue on Saturday, July 31 s'. the event will feature, live music by the Valerie Tyson Band, family-friendly food and games and local vendors. Free parking is available on E Ocean Avenue and in the City Hall parking lots. She noted the CRA is still accepting vendor applications. Those interested in vending can download an application at www.bovntonbeachcra.com. 9. Information Only A. Executive Director's Letter of Resignation Chair Grant announced he was sorry to see Mr. Simon leave and wished him safe travels. He expressed concern about when to pass the baton and wanted Ms. Shutt to take on the role of Interim Executive Director, this way the development community would know the CRA was passing the baton to Ms. Shutt. Board Member Katz was not overly preoccupied with who is in front of who. He supported Ms. Shutt being named interim director, if not given the decision to move on as executive director. There are a number of projects no one could get involved in to the degree Ms. Shutt has been involved He deferred to the Board's consensus, to Mr. 3 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Simon and Ms. Shutt to determine at what point and what responsibilities they would devolve in Ms. Shutt's direction. Board Member Romelus favored discussing this item at the next CRA Board meeting and discussing her pay as the current agenda item was either to accept, begrudgingly, or reject Mr. Simon's resignation. Vice Chair Hay concurred with the prior comments. He hated to see Mr. Simon leave and expressed Ms. Shutt will come on strong. He wanted to see Ms. Shutt take more of the vocal lead. Mr. Simon explained he would be present at the August meeting. He advised he and Ms. Shutt are a team, He would like to see her run the August meeting and they have begun that process already. Ms. Shutt was brought on to help the agency grow and she exceeded expectations. He is happy to transition her into an interim director or any other position. Board Member Hay commented working with Mr. Simon has been a pleasure and he really appreciated his leadership, He wished him the best of luck and God's Blessings on his future endeavors. It was noted Ms. Shutt has already been attending the City Manager's Executive Team Meetings. Board Member Romelus asked if the Board accepts the Executive Director's resignation and names Ms. Shutt as the Interim Director until the next meeting and if they would then have a formal discussion about bringing her on as Executive Director and her pay. Mr. Simon's contract expires September 30th. Ms. Shutt would be interim and Acting until they have a contract naming her as the new Executive Director which would be on the September meeting. Attorney Duhy recommended the Board accept the Letter of Resignation, and direct staff to put naming the new executive director on the August agenda. Motion Vice Chair Hay moved to accept the Executive Director's Letter of Resignation. Board Member Romelus seconded the motion. The motion passed unanimously. B. Public Relations Articles Associated with the CRA 10. Public Comments A question was posed by Mr. McGuire why there are no captions or ASL interpreters at the meetings. He wanted to make a comment about the upcoming CRA event, but there was no way for him to understand. He though the City and CRA was supposed to be successful with inclusivity for people with disabilities. The question was will the upcoming Rock the Block and Night Market events have ASL interpreters. He does not see that on the calendar. Ms. Coppin explained they can have that in place. They have ASL Interpreters on request and now that a request was made, they will procure those services. Chair Grant wrote back to Mr. McGuire they will have ASL interpreters at the 4 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Rock the Plaza and Night Market events and at future CRA meetings. Board Member Romelus would like a line item for it and staff will also provide a cost for the monthly meeting and events. Angela Cruz, 1420 Via de Pepi, Boynton Beach, Vice Chair of the CRA Advisory Board explained the Board reviewed four commercial properties in the CRA District: • The 224 E MLK Jr Boulevard property was recommended to be pursued no. ® The 409 NE 1St Avenue property was recommended to be pursued at a later time ® The 1017 N. Federal Highway was recommended to be pursued now • The 1022 N Federal Highway was recommended to be pursued now Brian Fitzpatrick, 409 NE 16t Street, read of Mr. Simon's resignation and praised him and Ms. Shut as the "Dynamic Duo." He was excited to hear Ms. Shutt is not leaving and commented she has skill. He added great leaders are great listeners. Bill Morris, 777 E. Atlantic Avenue, Delray Beach, stated he is an incredible fan of Mr. Simon and thought he was a key reason why people are looking at Boynton Beach. The other key reason is all of the Board members are diverse men and woman that treat each other with respect and dignity as did the prior CRA Board. He advised it is very refreshing because not all communities do that. The Board set a wonderful standard, being helpful and willing to listen. Mr. Morris conveyed a personal experience with Mr. Simon and stated he and Mr. Simon became very good friends and further added Mr. Simon is a visionary and extremely smart. He deals with a lot of CRA Directors in Florida and he is one of the best and a great ambassador. He praised Ms. Shutt as a wonderful woman with passion who is smart as a whip. He supported Ms. Shutt becoming the Executive Director and congratulated the Board on being decent to one another. Chris Roberts wished Mr. Simon the best. 11. CRA Advisory Board A. CRA Advisory Board Meeting Minutes - June 3, 2021 B. Reports on Pending Assignments 1. Review of Commercial Properties within the CRA Area Chair Grant was pleased with the review of the properties. He thought the recommendations were important. He requested staff get a price for those properties to move forward and requested another four properties be forwarded to the Advisory Board for review. 5 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 12. Consent Agenda A. CRA Financial Report Period Ending June 30, 2021 B. Approval of CRA Board Meeting Minutes - June 8, 2021 C. Approval of Commercial Property Improvement Grant Program in the Amount of $7,694.72 for Shade Tree Music Studio, LLC located at 410 W. Industrial Avenue, Unit 1 Motion Board Member Katz moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. 13. Pulled Consent Agenda Items None. 14. CRA Projects in Progress A. Rock the Block Recap Ms. Coppin reviewed a PowerPoint presentation for the Rock the Block event, held on Saturday June 12th on E. Ocean Avenue. The event featured live music, food and family-friendly activities. She highlighted the 11 CRA participating merchants. They also had a special Boynton Beach Bucks promotion, which was a $5 voucher redeemable at the downtown restaurants during the event.. They distributed 158 vouchers for $790. The survey results were reviewed and the merchants were pleased with the event. All the restaurants and streets were packed. Ms. Coppin advised the cost to hold the event was $20K. The CRA budgeted less, but after assessing the cost of services after COVID, they adjusted the budget upward. Chair Grant thought it was a great event, and hoped the private market would take over the events, not just the CRA continuing fronting the costs as it benefits the businesses as well. B. Rock the Marina & Lionfish Derby Recap Ms. Coppin advised the Rock the Marina & Lionfish Derby was held Saturday, June 26th. The business and promotional event had live music and displays from local businesses and marine based non-profits. With two bands playing simultaneously, they activated the open and green space at the Marina. They partnered with two local restaurants who each had chefs on site with cooking demonstrations and demonstrations on how to safely clean and prepare Lionfish. The CRA and Boynton Harbor Marina staff worked with three dive shops and the Marina Cafe. There were 14 two-person teams certified. In total, 145 Lionfish were removed from local waterways 6 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 and event attendees learned about marine life and Lionfish removal efforts in the County and State. The feedback was well received. The cost for the event was $25K. Chair Grant thanked the Board for this event and noted two years ago, the event resulted in 500 Lionfish being caught and there are a lot less destructive Lionfish and Coralfish now. He added the coral is doing better. He commented with the diving industry so close to Boynton Beach, another big event is when Goliath Grouper spawn. He would like to see the CRA help market a Grouper event for Boynton Beach in September for the next fiscal year. He also wanted the event to be marketed internationally because being around friendly Goliath Grouper that are 300 to 500 pounds is a one of a kind experience. Mr. Simon praised Ms. Coppin for jumping back in handling events after COVID. Chair Grant and the Board members also praised her. C. Marketing and Social Media Update Rene Roberts, Social Media and Communications Specialist, reviewed the CRA social media and marketing campaigns last month. June platforms were used to promote businesses, examples of posts were viewed promoting Sushi Joe and the Zoo Health Club. Also shared was a page published in the Bus Development Board annual publications to promote Boynton Beach CRA economic development initiatives and posts to promote the interior build out of the new WaveMax Laundromat and Kids Cops and Cones event. Another full-page ad promoting Boynton Beach summer events and the Marina businesses were in the Coastal Star. A quarter page ad was published in the sports fishing magazine promoting commercial dockage at the Marina, and in Funfare magazine promoting fishing, dive boating, jet skiing and parasailing in the Marina. A full-page ad was published in the Gateway Gazette and Neighborhood News promoting Boynton Harbor Marina businesses for Father's Day. D. Social Media Outreach Program 3rd Quarterly Report (April - June 2021) Ms. Roberts highlighted there are 69 businesses registered in the Social Media Outreach Program (SMOP). There are 102 registered businesses since inception, three that are new this quarter, and 76 businesses were contacted between April and June. Using SMOP at CRA events provides an opportunity to help businesses and provide them with uniquely branded social,media kits. The kits help promote the businesses while creating a unified campaign for the events. They are given a personalized social media graphic, a digital copy of the event logo and event poster, all the links to the CRA Event pages, event hashtags and an option to book a SMOP appointment for personalized instruction on how to best market themselves leading up to the event date. Through social media, businesses can share CRA Event information with fans and to help inform the audience which businesses are participating in the upcoming events. Social media kits were distributed to 35 businesses for both CRA events and staff will issue social media kits for all CRA events in the future. Ms. Roberts gave updates on the Agency's Facebook, Twitter, and Instagram accounts. Future projects include a 7 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 continuation of Boynton Beach Bucks, new social media strategies, one-one-one business assistance, updates to the Boynton Beach CRA business listings, coordination with the Grants and Project Manager to promote SMOP prospective grant recipients, and continued in person visits to spread information out Boynton Beach CRA resources and collaboration with the business promotion to for upcoming events E. CRA's all Business Disaster Relief Forgivable Loan Program Close-out Bonnie Nickfien, Grants and Project Manager, reviewed the above and explained the loan was created last year due to COVID. On April 22, 2020, the CRA launched the project and by June 4 t", over $1 M was disbursed to 100 business as $1 OK interest free loans to assist with payroll, payroll expenses and utility payments. As of June 16 t", all 100 loan to grant releases have been processed and were approved. At the moment, 96 businesses remain open and operating and two businesses grew or expanded. The CRA also had the Commercial Rent Reimbursement Grant for previously approved grant recipients during March through August, an additional $289K was disbursed in monthly rent reimbursements to 42 business and as of July 2021, 40 oft businesses were open. This is a testament to the resiliency of the small business community and their commitment to persevere. Staff along with the small businesses were thankful for the program. Board Member Romelus thanked Ms. Nicklien and staff on a job well one to keep small businesses alive. It was noted the CRA applied for several organizational awards and they included pages of notes and thank you letters from local business owners. F. CRA Economic & Business Development Grant Program Update Ms. is lien reviewed the balance in his grant line its was $155,218. A list of Business Tax Receipts issued in June was reviewed. There are five businesses inthe various stages oft grant application, so they may or may not be approved before the end of the business year. If not, the money rolls over. it Grant queried if the applicants funded next year would have to adhere to new rules. Ms. Nicklien responded new rules are on the agenda tonight so it is at the Board's discretion whether to make changes, if so, they have to submit updated application. G. Neighborhood Officer Program 2nd Quarter Report Update Sergeant Henry Diehl, Neighborhood Officer Program, explained this its was a follow up about crime statistics from the last meeting. He went back five quarters and compared the numbers, quarter to quarter. There is a downward trend in crime although there was an increase in one quarter. This summer it is hot and rainy, however, the program held the Cones and Cops at Boardwalk ice Cream. Chair Grant asked if they will go to the Carolyn Sims Center and learned they held the Swim with a Cop at the pool. He is working with Crystal Quesada at the pool to hold another event there. 8 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Officer Riviera is tutoring someone at the office and Officer Paramore is mentoring and tutoring at the Sims Center with Frank Ireland. 15. Public Hearing 17A Discussion and Consideration of the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue (Heard out of order) Chair Grant disclosed he spoke with Harvey Oyer at a Business Development Board meeting and sent an email to Mr. Simon about property Mr. Oyer has. Mr. Simon reviewed the property location and a map of the area around the 115 Federal Highway properties was provided. The address is adjacent to the CRA site on the south, fronting Federal Highway and the rear fronting the alleyway and the CRA property. In February, April and March, they discussed private properties adjacent to the 115 site and whether they should be pursued. Appraisals were ordered and it was decided the funds to gather all the properties was too costly at the time, and the Board continued discussion of RFPs and other opportunities. Staff was able to solicit interest from Mr. Miller on the 508 E. Boynton Beach Boulevard property and they secured the property and put it under contract. With the potential acquisition of the Christine Macoviak and Harvey Oyer parcels, there are other elements to the property aside from the purchase price to consider, such as tenants in the building. The price is a significant part of the discussion. Appraisals was done in the fall 2020 and came in at $3,4M. The purchase price offered by the Oyer's was $3.6M. Mr. Simon sought direction from the Board. Chair Grant was in favor of the $3.6M and felt it was a fair price. He noted Ocean Avenue was the City's signature street. With the addition of the 115 property, it would enhance the Avenue because of the value Ocean Avenue has. He favored Option One to continue negotiations with the Oyer's and tenants to make sure they have a place in downtown Boynton Beach for any type of redevelopment. He did not want to not lose Boynton Beach's identify being close to 1-95, having a possible train station and TOD District. Board Member Katz supported the acquisition, but noted the adjacent parcel has a lease with the convenience store and some sort of buy-out seems difficult which is a hang up. He thought anything in the Oyer property could be moved or relocated and the leases expire fairly quickly, except for Hurricane Alley. He would need concrete answers from Kim Kelly as he has no interest in anything impacting her restaurant. The other leases and tenants would expire quickly. Board Member Hay agreed with the comments made and thought sometimes the Board have to go above the market value to get what is wanted in the long term. He thought the difference was in an acceptable range. He suggested moving Boynton Beach forward and also stated Hurricane Alley must remain. He commended the Oyer's for their willingness to come to the table. 9 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Romelus advised her comments are contingent on decisions that will be made further on. She agreed they can purchase the property, but it will dictate the Board's decisions they make on agenda items later. She wanted to hear what the tenant leases looked like and how much commitment they have to the other tenants outside of Kim Kelly. Board Member Penserga is interested in moving forward, but had similar concerns. He needed to reach out to Mr. Oyer. He understood there were a lot of interested parties at this moment. Chair Grant explained at the moment, the CRA wants to be the only interested party. Board Member Penserga wanted the free market to work on its own and then the CRA can come in and provide support when it is not sufficient. Harvey Oyer, explained has sister Christian, owner of Macoviak Insurance, was present and that he and his two sisters own the properties. His family owned the buildings, at least the one where Hurricane Alley is located, for about 90 years. The property was passed down from his grandfather to his father and then to him and his two sisters. The CRA approached his father several times about purchasing the property and he was never interested in selling. When his father died 10 years ago, the family was not interested in selling. There is a lot of history to the building, including the historic sign on the exterior wall. Emotionally, the building is hard to part with, but looking at the City today, his father's hope was for the City to be successful. During the last year, developers have offered to buy the property for more money, than the CRA, but there is a plan. They do not know who will be selected. The family is more interested in having a faster closing for less money as the family is looking at a change in the federal capital gains tax, so selling it to the CRA today equates to selling it to a developer for more money next year assuming there is an increase in the capital gains tax. This works out evenly for the family, but it gives the CRA control. The CRA would control one big parcel, but not the peripheral properties. To develop that block, the CRA needs four- sided architecture, as it addresses Federal Highway, E. Ocean Avenue, Boynton Beach Boulevard to 1-95, and one day hopefully to a train station. The more land they control, the better the project. Mr. Oyer elaborated the family thinks their asking price is a fair. Mr. Oyer explained Kim Kelly is virtually part of the Oyer family. His father,started her in business with free rent. Mr. Oyer grew up with her husband and he announced they will not displace her. The men's fashion shop owner retired last year. The family was going to fix up the shop and lease it, but there was so much interest in the property, they decided not to spend the money and sell it. He noted they have not received any revenue from that building for a year. Hurricane Alley and other tenants have leases coming up for renewal. If action is not taken, the CRA or the private market will acquire the property with long-term leases that will have to be bought out. There is a momentary window in time. One of the largest spaces is completely vacant, another is coming due in a year, and his sister owns the third property and she can move at her discretion. The five residential leases and three commercial leases are all year-to-year. When they brought Major Nathan Boynton to Boynton and sold him land, the Oyer family has always had the best interest of the community in mind. He knows what needs to be 10 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 done to redevelop the parcel and acquire the other parcels, even if buying out leases or assisting a developer to buy them out to build a whole block project. Chair Grant and Board Member Penserga appreciated what the Oyer family has done for the City. Board Member Hay recalled eating ice cream with Mr. Oyer's father. He had many stories and it was a pleasure to listen to him speak about Boynton and the hand he's had in different projects in the City. Chair Grant requested a motion to move forward with the purchase and sale of the property at $3.6M with negotiations to be discussed later, with the tenants to remain in the CRA. They can get relocation assistance. Motion Board Member Hay so moved. Mr. Simon spoke about the tenants and explained the tenants would be a priority in negotiating. They would try to save or relocate them in some way. Board Member Katz seconded the motion. The motion passed unanimously. Board Member Katz thought if the CRA committed to purchase their property than the adjacent property likely needs to be acquired. He thought staff should become more assertive in the convenience store as the corner parcel was necessary. Mr. Simon explained there are other ways to engage a seller with a long-term lease without having to buy out the lease. Chair Grant requested to hear Old Business Items 16 D, E and H to before Old Business. Motion Vice Chair Hay so moved. Board Member Romelus seconded the motion. The motion passed unanimously. 16 D Discussion and Consideration of a Letter of Intent Submitted by Hyperion Development Group for the CRA Owned Property Located at 115 N. Federal Highway. (Heard out of Order) Board Member Romelus commented based on their action on Item 17A, she is not comfortable moving forward with this item as it changes the landscape of the 115 property. She wanted the discussion at a later time. Motion 11 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Romelus moved to reject the letter of intent and table item D. Board Member Katz seconded the motion. Chair Grant advised got an email from Kim Kelly, which he read into the record as follows: "Good morning. Thank you for reading this email As I previously sent a group email stating that I would be at the July 13th meeting to speak on the pros of building two properties as one as the Hyperion group has presented. Unfortunately, my business needs me as the shortage of workers has become a real issue now and I will be unable to attend in person or via zoom. I would like to share a thought if I may. I believe whoever the developer is or are, a combination of the two parcels becoming one project would be a great cohesive project that will check off all the boxes from the survey and give us a downtown destination that everyone is striving for. am expressing the needs and desires of the community and business and for myself. It is now the Board's decision to vet the potential developer and make your decisions. The main thing we fear is having four different residential projects on each corner and we lose our destination aspect. The other concern is the long RFP process and what happens if a new Commission is appointed and all of the hard work that you, as a Board have accomplished, will be abolished and possibly restarted with a new agenda. I wish you all the best to have the clarity, patience and to go in with fairness in any decisions that you make concerning the future of our downtown. Our future now rests in your hands. God Speed". Chair Grant commented it would behoove the Board to hear what this developer has done in the last 30 days. The Board could decide not to accept the LOI, but to tell someone we want to move forward and then reject it without hearing what they have to say, he thought was a disservice to the development community. Board Member Katz partially agreed and thought leading someone on to think a course of action would be taken and then saying no thank you would be disrespectful. He requested, to be fair, pursuing a Request for Proposal and Hyperion and any other interested party would be given the opportunity to submit. He felt they have to advertise the RFP and make it a competitive project, versus a gifting of exclusive. Board Member Romelus commented right now, the LOI is moot because they added another half an acre and what they approved does not incorporate that property. She thought it would be inappropriate to accept a LOI at this time. Board Member Penserga previously wanted to hear a proposal to combine both sides of the road and commented someone who has an exclusive agreement has an advantage. Before, during and after the meeting, his main concern was financial ability. He felt after giving Hyperion the opportunity to address the proposal, that aspect was ignored. He received 49 pages, a PowerPoint presentation and two pages dedicated to financials, 12 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 but none addressed financial ability. He was very clear to hit that aspect out of the park or he would proceed to RFP. He commented he was looking for a stellar partner. This is a grand proposal on one of the most important intersections in the downtown. He was not comfortable moving forward with them. There was a letter submitted post the deadline and it did not sufficiently address his concerns. It was clear there was a partnership, but it was not clear what amount was committed and he did not want to end up with a similar situation as was with John Markey and the Town Square. He noted this group was reconstituted in 2020 and Hyperion as a group, has not built in 14 years. They have projects started in West Palm Beach. He added these were points he addressed with the applicant and he did not want to move forward with the LOI. Attorney Bonnie Miskel, representing Hyperion, explained Hyperion viewed this as an opportunity. Hyperion has been around since 2002. His client and Mr. Vecsler were working also with one of the largest development companies that she was aware of. He built the Four Seasons building in Tribeca. The project is $350M project and they have the credentials to build this project. When Mr. Vecsler and Hyperion approached Mr. Camalier on the east side, and they own the property at 209 Federal on the west side, they viewed it as a tremendous opportunity to do something special. She has been a land use attorney for 30 years and was only aware of two CRA projects of the magnitude of two blocks and they were funded with public money. The CRA has the opportunity to get the same type of project, but with private money. The CRA would be the tail on the dog. She cannot remember a project where the developer spent 90% of their capital. She pointed out the two pages referred to by Board Member Penserga was from their partner. They misunderstood. They wanted to respond to every item and provide everything the Board needed. Attorney Miskel read the following into the record: "Winter Properties, and Hyperion Group have a formalized a strategic partnership to develop large-scale, residential, mixed-use projects in South Florida and New York. Winter believes in Rob Vecsler's leadership and is committed to the growth and success of Hyperion development platform. Hyperion with the capital strength of Winter brings the financial capability, institutional experience, execution skills and successful track record to identify and execute on development opportunities with positive community impact. Since Rob's relaunch of Hyperion, we have been his capital partner on a $135M residential development in West Palm Beach and a $120M residential, mixed-use development in the New York Metropolitan area. Winter and Hyperion have additional development opportunities in the pipeline." Attorney Miskel explained they are familiar with what they have been speaking with the Board about and they fully support Mr. Vecsler's efforts. They reassured the City that they have the resources and capital necessary to see the project through. They are aware it is a $350M project. They state who they are, they are the real estate business 13 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 of Standard Industries and they provide the Standards website, a privately-held, global industrial conglomerate, focused on building materials that generate in excess of$613 in annual global revenue. They have an affiliate Four North, a privately held investment platform, with assets exceeding $4.513. They also invite the staff to sit down with them, should they decide to go forward and they will provide their audited financials at that time, if the Board wants to proceed to contract. Attorney Miskel explained they are present asking for more time to negotiate with staff as Attorney Duhy explained at the last meeting, a vote to move forward to contract negotiations, is not an approval of a contract, or plan, or Hyperion. It is directing staff to initiate a process, which on notice invites others to see what they are proposing. She agreed it is competitive, because they see all they have to offer,and hopefully, they will step up their game potential and offer more, or they will look at their game and say they cannot compete because it is more than she has seen offered in a CRA scenario or for an RFP. This is a $350M project inclusive of the entire block. She noted there are many benefits. In addition to her client being interested in assuming the CRA's property in some form, the form they would assume results in the Board being compensated for the property, which is also uncharacteristic with what she has seen occur in Boynton Beach. They are also assuming, if the CRA gives the property to the developer, the developer builds the project, creates jobs and other community benefits and expands the tax base, but the developer does not see those benefits. Developers usually flip the project, like 500 Ocean did, and walk away with millions of dollars. Attorney Miskel explained that was another part of the developer's proposal, as the developer wants to remain with the project and share in the potential future rewards, which is unusual and exceptional. They did not want to see this be a difficulty for the Board or averse to the CRA's interests. They were enthusiastically pursuing the project. She has never seen a developer approach a CRA and assume the majority of the burden of assembling the project. She advised her client spoke to Harvey Oyer to acquire the property. She hoped the Board would reconsider its stance and advised this is the only letter the Board would see from an equity investor. Her clients appreciate the time spent by the Board on the project. He is under contract with Mr. Camalier on the east side and with 209 Federal and about the future in Boynton Beach. Board Member Katz asked if a single thing would change if the Board went to RFP and the client submitted a proposal. He mentioned he has to conduct his due diligence and questioned how an RFP would deny anything that was requested. He felt it does not allow for competition. Attorney Miskel noted they sat through discussions about what the Board wanted to see in an RFP. It could change and confine their responses to what they want to see and they may be forced to go in a direction they may not have planned to go. The other issue is time. The client wants to acquire all of the properties and close. They did two scenarios, which was the land they had a month ago and the second including Mr. Oyer's property. At some point they will decide what they want on the east side. It does create some problems for implementation. Their plan is to start immediately at least on the east side and it creates problems with implementation and 14 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 effectuation of a plan. He has a contract to close on the east side by the end of the year. He had hoped to participate and provide them with phase I and II opportunities. Board Member Katz commented by going to RFP they would assert more control over the project, which was why he wanted to purchase the church property. Regarding time, it does not exist after a contract has been signed. It is subject to the market and the will of a developer. He noted Ms. Kelly's email. Whatever size the project looks like, especially if it is both sides, it could be four to eight years if the building is constructed, considering the other side of Federal Highway was supposed to be built 10 years ago. He respected Attorney Miskel's position. Board Member Katz want to pursue an RFP with open arms to her client as they have an edge over everyone else. He wants the project vetted in full public view. In hindsight, better decisions should have been made and he thought the LOI was least transparent with the most aggressive time frame which could be prone to oversights on the part of the Board. Bill Morris, 777 Atlantic Avenue, Delray Beach, explained in 2019, they came up with an idea to do something with the 115 Federal Highway property. Those rules set by the Board were painful. They were prepared to go forward and could get site plan, before year end, but the Board is opening the door to competition. He noted Affiliated was doing a major project at Lake Worth Beach. Two Roads Development and others are also good. He mentioned the Board set the rules and should stick with them. He thought the Board should issue an RFP as they will send an ugly message to the development community. After setting the rules they have, the Board should stick with them and do it Tony Morrow, resident of Boynton Beach, commented he loves Boynton Beach. The Commission has done an amazing job and they have to look at what is best for Boynton Beach. Some will think it is fair, some will not. He is a small developer/builder and he has people he looks up to. He is excited that there are people fighting to develop in Boynton Beach, but some people will come in and the Board really needs to know who they are. Mr. Morrow expressed he is impressed with this group. If putting out an RFP, time is not a good thing. Things change with time as does the economy. This group can bring in a lot of resources and the Board is in the position to decide to change Boynton Beach for the better right now for everyone. He thought the Board may lose a top developer and if an RFP is issued, it will go to a good firm, but this developer is a top developer He thought the Board should consider the opportunity before them and he would hate to lose it. They have the best and a talented team in Boynton Beach. Harold Van Arnem, 5910 Old Ocean, explained they have worked most of 2020 on an unsolicited basis. They moved up this way, became familiar with what is occurring in Boynton Beach, so he and Bill Morris met with Mr. Simon and hired RLC, who is one of the best high-rise development, architectural firms in S. Florida, and spent a good part of 2020 designing what they thought was a good idea to build out the core and integrate it into the downtown and the future train station. They have also filed an application to lease the land just east of the railroad. They worked hard and meet with all of the Board 15 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Members to review the proposal and got great comments. The core will make that valuable and outside of the core is where the amenities come in and it will develop itself. He was working with Davis Camilier for three or four years trying to buy small parcels to build a hotel. He could never get anywhere, even when offered prices way above market prices. He noted the thought he could come in with the 115 project that has nothing to do with his property and add it to his land to increase the value of his property to flip it or sell it. He commented their proposal is the only proposal that was ever made. There were a few letters of intent and there were two proposals. The Board was going to award the project to him. Then the Board decided to go out to RFP which they are fine with, but they are the only ones that spent any money. He thought it was not fair and he requested they have the same opportunity as the other developer. He thought the Board should not just go on the side and make a separate deal. Chair Grant recalled Mr. Van Arnem stated the Board should go through the LOI process, which he agreed with because with the RFP in Delray, got messed up and if one word is off, they can appeal it and start all over again. Chair Grant commented life is not fair, but as long as they are playing by the rules and law he was fine. He agreed Mr. Arnem cannot propose a seven-acre property, because they do not own the property across Federal Highway. Mr. Camalier owns the adjacent property, and his comments about a mid-block project growing from the outside in made no sense. He did not think one could build a project in the middle and expect the orphaned street front properties to be included after the middle is built. He is excited to hear from Mr. Burns, but his goal was to get the biggest project. With the Town Square, they had two different developers, and it did not work out well and it is still in litigation. They will learn about mediation on Monday. He thought it was more likely this project will go faster whether by LOI or RFP than the Town Square. Chair Grant wants to do the best for Boynton Beach. He spoke with Mr. D'Almeida who owns the Villages. If they have both sides of Federal Highway building at the same time, they can save the businesses, particularly Hurricane Alley to the east side while building on the west side. If they go through the RFP process, he questioned how they can save Hurricane Alley because it is unlikely they will build around the building and have the restaurant move it. Jeff Burns, CEO Affiliated Development, introduced himself. He is with a Ft. Lauderdale based organization with an office in Palm Beach County. They have completed more than half a billion dollars of public private partnership development primarily in S. Florida. They have completed 230 units nearby and another 200 units in Lake Worth Beach. They have their own discretionary capital and they do not rely on outside equity for their projects. They were engaged in this process and met with residents and business owners and he has a signed LOI with Kim Kelley. They have met with Harvey Oyer and is working with him in another city on some projects, He encouraged them to come here and make an investment in the City. He advised they are qualified and they will respond if going through the RFP/RFQ process. They have no problem competing and an RFP/RFQ is fully transparent. The public can see the merits of the development proposal as well as the merits of the qualifications of the 16 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 developer to ensure when something is chosen, the project moves forward to completion. He requested the Board stay with the RFP/RFQ process. Davis Camalier, 114 N. Federal Highway, commented he is close to 25 years of paying taxes and bills and banks which gives him some standing. He thought timing was important. It was 2007 when they put together the First Financial site and the 114 site. They put together contracts to buy out 32 of those owners. In 2007 they were moving forward with a huge plan, the market turned, the project stopped. In 2011, Bank of America relocated to Woolbright Road and then the market crash of 07/08 occurred along with other ups and downs. He has met all of the other developers present at the meeting and he disputed their comments about him. He advised some people feel like he is just sitting there doing nothing, which he also disputed. He believes in Boynton Beach and has been here since 1986. He also wants.to do something right. Hyperion came forward and cut a deal with him. The idea they are prepared to move in this calendar year means something and they are talented. He has not felt that he spoke to anyone else who could raise $350M to build a big project they can be proud of. This could be the City's Rockefeller Center and there are not a lot of opportunities to put seven acres together in Boynton Beach. He encouraged all to keep communication open to get a project built. He does not envy the Board. He announced from his perspective, this time was the first time the needle moved for him. Rob Vecsler, Hyperion Group, explained Hyperion came to this, enthusiastic about Boynton Beach, the project and what they can do. They came to the Board hoping they would feel enthusiasm returned. There is a history here, and people who have worked hard for the Board to trust them. They do not begrudge anyone who wants to compete, and they are happy to compete as well. Historically, they work collaboratively, but it seems contentious. He does not know how some people may have got off on the wrong foot. They are prepared to make something happen. They responded to all the information about resources and access to resources and other items. There was substantial information in their response. A mention was made about turning in the letter late, but the letter did not add much to what they had in their presentation. He advised they and Winter Properties are one firm and one entity. They are part of the same group. They participated and were involved in the presentation they put together in response to Mr. Simon's list and they were thrilled to respond. It was done a week in advance. Whatever the result is, they will respect their decision. They want to work with the City and be collaborative with them. Having to go forward with the east site because perhaps waiting on the RFP adds too much uncertainty and timing, but they feel the time to strike is now. They are about transparency, collaboration, but timing is important and you will get the best development with both sides. They are not afraid of competition. They were able to consummate a deal with Mr. Camalier, they are going to be a landowner on a big site and on a smaller site on the west side. It is not about fairness. It is about what is the best process. The Board could let them both come to the Board and try to have a contract with the Board. He thought in the best interests of Boynton Beach, someone could come in, acquire Mr. Camalier's and Mr. Oyer's property, work with Kim Kelly, Ace Hardware and other owners they have spoken with. 17 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 They want this to be collaborative. The odds are an RFP will be issued and this will go on for months. The Board can negotiate an agreement with whoever they want, but it injects a level of uncertainty. He urged the Board to get this project going. Board Member Katz wanted to reject the LOI and issue an RFP. He appreciated all the comments and noted everyone is just trying to do their job. One speaker praised and compared their interest in this site as a fight and there is a fight for a champion to rise. He thought if not going to RFP, they are cancelling the fight. Motion Board Member Katz moved to reject the LOI and move forward with the RFP. Board Member Romelus seconded the motion . Vice Chair Hay has known Mr. Camalier for many years and his work is outstanding, Vice Chair Hay felt they are missing out on an opportunity and an RFP is not always the best course,of action. He noted the Town Square RFP issue. They have an important decision and he feels for certain both projects on both side,of Federal can be developed at the same time. These are properties that would make the seven acres an ideal hub. Based on history, longevity and who is willing to stick their neck out, this is an opportunity to move forward. He hoped down the road he would not have to repeat this conversation. He liked Hyperion and felt that was the way to go. He had hoped the property on the east side would be developed and now they have a strong developer with the backing and experience to answer questions. The Board has taken the RFP route before. If another company comes along, he does not have to sell that property, but it would be great to have both sides developed and he will vote that way. He supported the LOI. Board Member Romelus wanted to ensure it is clearly stated the main carrot dangled before them is time. She has faith whoever takes over for the Board will be able to make the right decisions. They started something worthy that merits continuing and she can put her faith in the new Board. She is not worried about time and that their successors will make the right decision. She rejected the LOI as they do have time to properly vet each and every offer that is made, and she hoped that Rob and Mr. Camilier's offer would stand true. Chair Grant opened public comments. Mr. Morrow commented there are two things said that he wanted to address. He noted Board Member Katz had commented about having better control, and explained that was not the way it works because developers submit plans and designs to the City, so they would never lose control. About time not mattering, it is a big myth, as time is a huge factor. To say the Board's predecessors will not have the opportunity the Board does now, they would likely say they wished they had the opportunity. 18 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Mr. Morris, explained in Delray Beach, he competed against 26 other companies and he personally signed a $76 M construction loan and finished an $8.5M parking garage, gave it to the City and they were given a $2.5M piece of land. He and a subsidiary of BlackRock are getting ready to sell that property for $165 million. He did the same thing in Boca at Palmetto Park, and he and his wife signed personally with Deutsche Bank. The project was incredibly successful. He did the same thing in Sarasota. Each one of those projects were mid-block projects. He was not saying they should not acquire the edges. If they got Kim Kelly's property, he would keep it and build around it His point was he had three major projects, but thought they should keep the playing field level. Chris Roberts, 70 Heather Trace Drive, supported issuing the RFP. Chair Grant explained the main reason he wanted the seven acre or larger project is because he did not want to see an apartment rental complex with retail on the bottom. He wants office space, condos and a hotel, not residential. They are missing Class-A office space. Attorney Duhy explained the item before the Board is the LOI. The Board can reject or accept it. If accepted, they will publish notice for 30 days of their intent to dispose and during that time, others can submit additional letter requests or proposals to purchase the property to be brought back to the Board for consideration. The RFP is a document that sets standards the Board established of what they require to be provided by whomever is interested. It is another notice to the public of the Board's intent to develop the property. It has a deadline and during the period of preparing their proposals and submitting prior to the Board's consideration, there is a cone of silence. The LOI would have to be voted on in September. Vote There was a vote in favor of rejecting the LOI from Hyperion. The motion passed 3-2 (Vice Chair Hay and Chair Grant dissenting.) 16E Discussion and Consideration of a Draft RFP/RFQ for the CRA Project Located at 115 N. Federal Highway. (Heard out of Order) Motion Board Member Romelus moved to remove Item 16E from the Table. Board Member Katz seconded the motion. The motion passed unanimously. Chair Grant noted they did not update the timelines for this RFP. Mr. Simon stated the item sat frozen on the table. He suggested pushing everything out a month. Instead of issuing an RFP/RFQ on June 18th, he suggested issuing it July 19th or the 20th. 19 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Romelus thought this would be the time to incorporate other language to the RFP and asked what is the proper way to request financial viability from respondents. She thought it was a gray area a condition could address. Attorney Duhy explained the issue is a public records issue. There is a way to the information the Board needs, which is done regularly. Board Member Romelus thought to protect the interests of the respondent, the CRA could hire a consultant to vet each candidate. Attorney Duhy explained it may be possible, but she would need to see an example. She thought certain groups, private or public, working for or hired by the CRA, could apply, but she would have to research that process and whether or not the public records would attach to the private company. Board Member Romelus asked if the consultant could say they provided these documents and give a yes or no answer about the respondent's financial liability not that they have to show or issue documents that would then become public record. Attorney Duhy explained if they required a private audit of the respondent's financials and they hire them and they provide the Board with the auditor's response, the auditor's work is not a public record. The public records law attaches when the CRA hires a private corporation to do work for the CRA. There are ways to achieve that end to put the burden on the applicant, but she had a concern it could make those records public, notwithstanding the Board does not want to see them. They may be able to request them from the proposers. Mr. Simon explained staff intended to bring forward the idea, when the RFP was released to have a third-party entity assist in the evaluation process from a sufficient/insufficient response to the Board. In past RFPs, during the RFP preview process, the documents submitted by the respondents are private during the Board's deliberation until a respondent was selected and the RFP process was completed. At that time, all of the respondents' documents become public. During the process, Ms. Nicklien would send a Board view and a public view, which affords some confidentiality for the respondents. Pertinent information according to the public records law may be redacted. Confidential information comes in a sealed package. Mr. Simon feels confident they would obtain a third party for a review as other municipalities have the same process. Board Member Romelus requested including that provision in the RFP. Attorney Duhy spoke about confidentiality and noted there are two different levels. Level 1 is there is certain business data they would not ask for, because the CRA would not want, nor would any business want to give to be a public record. When she was discussing hiring a third party to review those records and make them public, it could be a problem. What Mr. Simon is discussing is when they decide the package of information, which Mr. Simon knows what is needed and which he has seen before, that they do submit, it can be given to a third party and that no one is worried about it becoming a public record in the first place, and they can vet it. She wanted to clarify how to make a distinction about the appropriate documentation to provide to demonstrate financial capability, and there are documents, no one would want to provide, so you would not want to hire an auditor to say give them those records, look at 20 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 it and then give an opinion, versus what Mr. Simon said which is this is fine, all agree to provide it, it remains confidential during the process, and you can give it to an auditor to become public. Board Member Romelus thought they could craft an RFP that would have language that would allow respondents to show financial viability, while allowing them to maintain privacy. Chair Grant stated they could ask for a loan commitment letter or guarantee. Mr. Simon explained the information about financial capability is not only centered on the proposer's ability to borrow money or find investor money, a detailed breakdown of the construction and the proposed redevelopment costs is required. It talks about the previous use of funding subsidies and qualified contractors, current audited financial statements, which includes balance sheets, and a three-year statement of past income, which would be in the confidential letter. They would want to receive verification from a third-party lending institution that the respondent has done business with them before or have discussed the project with them and while not guaranteeing a financial commitment, they would provide a more direct connection to the project, developer and the loan. Board Member Romelus favored seeing the former. She wanted the funds and every single cent broken down. Mr. Simon advised it requires a written statement of acquiring the property, what it is for, and the details of the acquisition as well. Attorney Duhy explained an RFP is at the Board's discretion. The process applies in terms of the cone of silence, the time periods, considering them a certain way, and sending required elements. She pointed out that since the CRA is doing everything for the CRA and for the public benefit, the RFPs are written fairly broadly to allow for variety, where there are a lot of variables. Once the CRA set the standards, the Board must apply them, but there as much flexibility as they want in which standards they set. Chair Grant wanted a change in Item 13C regarding parking spaces, that they will provide least 150 parking spaces and not approximately 150 parking spaces. He wanted to include a pre-apprenticeship program with Item K. One problem with the Town Square was the community did not have the skills required to work at the construction site. If the developer is able to create a pre-apprenticeship with a local non-profit, university or college, they can use the value of the program as part of the disposition of the sale of the property. They can use the sale and disposition of property in the CRA for items not contained in the CRA Comprehensive Plan She cautioned these have to be in the public interest and in the CRA District, based on the CRA plan, but there are economic opportunities that could justify the action. He wanted to see enhanced environmental features as part of the project. They are trying to combat climate change and be sustainable. They have their own Green Building Code, but he did not want to see them get the minimum. Board Member Romelus requested the building be connected to the City's Water Chiller Plant. Chair Grant did not know if it was possible, as tunneling under could be an issue. They can let that request be open ended and discussed. Mr. Simon explained items like fiber optics and reclaimed water are discussed during negotiations of the project when the builder is selected as there may be limitations the CRA would not know about. 21 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 He thought, as in the past, the list of components to include grows beyond a few things listed in the RFP that a developer can add. Those are items listed for post RFP development designs as well as water and sewer upgrades. Chair Grant wanted workforce housing included and noted with workforce housing, some funding would be provided. When the project is built, the developer will pay taxes and that is what subsidizes the workforce housing component. Mr. Simon explained the CRA would say it is required and the developer can propose the use of TIF funding, but not an amount, as there will be a variation. They may have someone willing to risk a larger range between the market and workforce rate and other developers may not. The CRA always has been open to assistance and incentives, but does not guarantee it up front. If the Board wants workforce housing, it does not have to specify how many units. Chair Grant proposed fund workforce housing through TIF for 10 years, where the CRA is able to enter into a contract for rent control as part of a contract. Mr. Simon asked if they would like to specify the range of area median income as the targeted workforce for the developer to work into the proforma. The maximum is 140%, but 120% is the HUD high. The lower the median income, the higher the subsidy. Chair Grant wanted to keep the range from 80% to 140% and have mixed-income capability in the downtown. Chair Grant commented the CRA got it right with 500 Ocean to use TIF to build out commercial, and the CRA has the ability to enhance commercial spaces. Attorney Duhy noted the CRA already says it has TIF available for funding for said listed items. Board Member Katz had no objections saying TIF would be available for any purpose, but he did not want developers to think they are entitled to TIF for a specific item. Mr. Simon recalled with 500 Ocean, they had to build office space above the retail. That was an item they settled on to justify the TIF. They did not buy the office space, like they are doing with Centennial, it just became part of the formula. They removed residential units to create that space and the TIF offset the rents they would have received from residential units. There was no way, to equate the monetary return they have provided in TIF to the cost in square footage, which is why he preferred it be as open ended as possible with regard to the Board's ability to negotiate how they want to use the TIF. The developer may or may not need it. If the Board leaves it open, the Board may come up with different ways to assist the developer. If the developer is providing the CRA with something the Board wants they would not normally do and the CRA wants to pay for it, that is part of the negotiations. Once they negotiate, the Board may find the developer would provide six things and the Board wants two, the CRA could pay for them, but the Board would not know that until the responses are received, see where the developers have read what was asked, and met with the City to ensure it meets Code. The Board has done a good job vetting what the community and the Board wants. He thought they would receive good responses. Attorney Duhy explained when presented to the Board, the members could ask specific questions and their willingness to accept specific components funded by the CRA during that phase during the process. Mr. Simon pointed out the Board could, during the presentations, ask for the elements the Board wants. They have to provide a checklist of what the CRA wants. Chair Grant 22 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 thought they should change the language regarding negotiating with adjacent property owners. Mr. Simon explained they could get approval from the Oyer's, between now and the release they will participate, contingent on certain things, but then the image to the developer will include what the developer would do with it. There is an option of what the CRA can control, and an option with the developer taking a larger piece. Chair Grant wanted to include properties the CRA is in negotiation with. Whatever properties they are negotiating with has to be in public and he wanted that included. Mr. Simon asked if the Board was using the HUD Area Median Income (AMI) or the Boynton Beach AMI and learned they would use the Boynton Beach AMI going forward. Chair Grant commented item 13F Consideration and incorporation of adjacent properties into overall project by providing evidence of site control, contractual commitment and inclusion of CRA properties. Chair Grant wanted to finalize the date. For proposed schedule the RFP/RFQ approval by CRA Board would be today, July 13, 2021, the issue date would be similar to July 23, 2021. The voluntary pre-submission meeting would be August 19, 2021. Question requests for clarification deadline is September 30th and submission deadline of October 19, 2021. They could hear presentations by the CRA Advisory Board in December and learned they could if the Board wanted to seek outside counsel regarding the vetting, they should be given 30 days. Chair Grant requested confirmation three different firms can vet the presentations and they would give examples of what and how they look at financial feasibilities and requirements for these types of proposals. They could provide a ranking in an evaluation and depending on the scope of work, they can provide services to help negotiate a contract. Staff can provide examples of their work from other jurisdictions. December 2nd would be the presentation to the Advisory Board and December 14th to the CRA Board. March 9th is the purchase and sale agreement, they would have a new CRA Board to deal with. There is a fifth Tuesday the CRA Board could have a special meeting on November 30th, which gives an extra meeting in December to discuss the matter. They will present to the CRA Advisory Board on November 4th based on design and on November 301h meeting, the CRA Board will have the financial report. Chair Grant requested a motion to approve the RFP as amended and to ensure financials are provided that can be vetted by an independent auditor, change Item 32C to at least 150, Item K is to include a pre-apprenticeship program, make a requirement of the project workforce housing with Boynton Beach AMI of 80% to 140%, make clear if it is available for inclusion for project, make a clarification to the RFP including properties other than the CRA to identify those that may be under negotiation with the CRA, amend the dates as discussed and include enhanced environmental features. Motion 23 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Penserga moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. 16. H Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue (Heard out of Order) Chair Grant requested a motion to remove Item H from the table. Motion Board Member Katz so moved. Board Member Romelus seconded the motion. The motion passed unanimously. Anthony Barber, 1920 S. Federal Highway, thanked his sister and four-year old son who was with him, for sitting through the proceedings so quietly. He submitted a letter regarding the Magnuson House for a restaurant concept based on a project he is involved in, in West Palm Beach. Troy's BBQ will celebrate 25 years on Sunday. They expanded in Boca, but were unsuccessful. On August 20th, he will expand into West Palm Beach with a restaurant concept as opposed to BBQ, that he wants to bring to Boynton. He has development partners who own 20 restaurants throughout Palm Beach, Dade and Broward Counties and they agreed to partner with him at the Magnuson House for a restaurant that would be called "Magnuson." The restaurant concept would use shipping containers with all outdoors seating and all outdoor cooking apparatus. They would model kitchens and restrooms with shipping containers for a turn. If they started tomorrow, he could open by next July and it would be a self-funded project. He was looking to the CRA for a purchase agreement with the CRA having first right of refusal of any sale, and/or assistance and funding if they cannot come to agreement on the terms of a sale. Chair Grant questioned if Mr. Barber was willing to pay the appraised value. Mr. Barber hoped not. He clarified the CRA has grant programs and opportunities for building, signage, and interior and exterior build outs. He was not looking for the CRA to give him the property. He was looking to enter into discussions with the CRA to come up with an agreement that works for both sides. He thought what could work was the Barber Family Company LLC provides the funding for the redevelopment of the property as long as the purchase of the property was in scale to the redevelopment. The CRA would spend the same amount of money either way. Chair Grant asked about parking and learned he would try to enter into a parking agreement with the City in the long term. In the short term, he would like to use parking for the Schoolhouse Children's Museum and Old High School-(Cultural Center) and from a land use agreement to the west of First Street or Avenue. Chair Grant explained the City has no control over the garages. Mr. Simon explained the Magnuson House was part of the sale to the City at the corner of NE1st and 1St by the fire station. There was a parking lot with 58 spaces. When the Shovel Ready project was approved, 36 or 38 paces were attached to it. The City is not 24 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 carrying that many spots, but the CRA is getting 100 spots in the garage and they would be dedicated to the Magnuson House. Ms. Shutt noted City staff advised there are new regulations to encourage redevelopment of properties that reduces the number of required parking spaces. City staff was open to reviewing how many spots he can accommodate on his lot, but he would need to submit a more finite layout. It is a business management decision about how many people Mr. Barbers wants to serve on his property. Mr. Barbers intent was to ask for the CRA Board to enter into discussion to consider the overall project, which would give him the blessing to move forward and start spending money. Chair Grant did not think shipping containers in the downtown was necessarily good . There is already have a vacant restaurant on 4t" Street as restaurants are difficult businesses. He looks at the property to the north and that property owner has nine out of the 10 condo units. There are there property owners for that block. He wanted Mr. Barber, before moving forward, to make sure the land could not be used for a mixed-use project. A mixed-use project would have a greater property value for the City. Board Member Katz was open to exploring the idea because previous attempts to consolidate those lots failed. He did not think consolidation of any properties there would occur in any number of years and the property has been worthless. The home is historically designated, but he understood it was only designated to get grants for its preservation. The property needs to be something If the adjoining property owners cannot enter an agreement and show the ability to turn it into a mixed-use project, it should be used for something. Mr. Simon commented the Board could, in light of the future vision of a larger scale project in the future, activate a lease in the short term, that could be incorporated into a larger project. Until then, they do not have to let go of the land. The Board could, as an option, lease it with other valuations and any assistance the Board feels is necessary. Board Member Penserga agreed with Mr. Simon. It is a historic building and the containers are not permanent. The containers would be designed to be aligned to the side of the house so it gives a consistent fagade. Board Member Penserga supported Mr. Barber's proposal. Vice Chair Hay agreed with Mr. Simon and supported Mr. Barber's request. Board Member Romelus commended Mr. Barber as this property sat vacant for years. She expressed the Board is making concessions for Hurricane Alley and they should do the same for Mr. Barber. Mr. Barber explained his stepfather, Troy Davis, had an awesome business he sat in day in and day out for 19 years. Mr. Barber expressed he is a former participant of the Bulldogs and the first ever summer camp, former employee of John McNally and when it comes to anything having to do with Boynton, take a picture of him. He loves Boynton and praised the CRA for their efforts on behalf of business. He spoke about grant funding and felt it was right on time. He noted Ms. Nicklien is always calling asking if he noted what the CRA was offering and Mr. Hussain will call him twice to get his paperwork in for an event. 25 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Brian Fitzpatrick, 409 NE 1St Street, advised he respects the Barber and Davis families' contribution to the community. He was working for 35 years to assemble a parcel to the north of 211 E. Ocean Avenue. He had submitted an LOI, but subsequently withdrew it, not because his interest diminished, rather it was due to the importance of the block. He thought it would benefit him to bring a professional LO1 to the Board. With the current interest in the property, there is a concern about a lack of partnerships or agreements with adjacent property owners. He thought they would not find more willing and flexible individuals to do with business with. He envisions a private/public partnership, where the City could retain equity. He thought they have the ability to turn that block into the crown jewel, although they had disappointments with Town Square. He requested the Board reject the current LOI and select option 3. A hindrance to developing the block, is the structure on 211 E. Ocean Avenue and he suggested moving the home to pave the way for development. He identified a local project that is similar to the land they have on that block, by the Catsin Apartments in Delray Beach where they have an alley they could capitalize on. He thought it was potentially a $100M project and the options are endless. He contacted the Gagner family and had a positive response from them to meet and work this out. Chair Grant thought they may most likely move forward with the LOI and issue a Notice to Dispose within 60 days, which gives Mr. Fitzpatrick the opportunity to speak with the Gagner family to get some sort of deal Mr. Fitzpatrick explained the reality was they had a previous project for 211 and a lot of money went into the project. He commented when the CRA installed the parking lot on NE 1St Street that is now the fire department and the District Chiller Energy Plant. They took his access from NE 2nd Street. At the time, he accepted it with the understanding there will be a partnership and he would eventually acquire that. The access issue has not been dealt with and it will be a potential problem. If another business occupied 211, it would be tied up in litigation until the access issue is resolved. There is an undeveloped alley on the north side of 211 that borders the two properties. He did not know whether the CRA will give him the alley in exchange for taking away his access on NE 2nd Street, but announced there was going to be an issue. Board Member Penserga understood Mr. Barber's use is temporary and asked how that would prevent Mr. Fitzpatrick from putting together a plan Mr. Fitzpatrick thought it probably would not, but he recalled when Nancy Graham demolished the south side of Ocean Avenue. Mr. Fitzpatrick explained he has viable structures and he could continue his business model for the next 100 years. He thought the CRA has the opportunity to do something great, but they have to move the house which opens the way for development. Motion Vice Chair Hay moved to accept Option One, which said to entertain the LOI and issue a 30-day public notice to dispose of the property, during which time, any member of the development public may also submit their LOI for the Board's consideration. Under this 26 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 option, if the Board does not receive a more favorable LOI, it could decide to enter into discussion and negotiation with the Barber family for the purposes described in the LOI. Chair Grant requested the motion be amended to 45 days instead of 30. Vice Chair Vice Chair Hay agreed. Attorney Duhy recommended the Board just publish the notice for 30 days and they can continue to receive responses up until the Board agenda deadline. Board Member Romelus seconded the motion. The motion passed unanimously. Chair Grant recessed the meeting at 9:48 and reconvened the meeting at 9:56 p.m. 16. Old Business A. Consideration and Discussion of Fiscal Year 2021-2022 Project Fund Budget Vicki Hill, Finance Director, began to present the Project Fund Budget A request was made by Board Member Romelus to move up items on the agenda as the hour was getting late and there were still individuals in the audience waiting for their items to be heard. There were no objections. Later in the meeting, there was agreement to continue the Fiscal Year 2021/2022 Project Fund Budget discussion to the August meeting. New Business Item C. Consideration of Award and Contract for Proposals to the Request for Proposals for Event Management Services for the Boynton Beach Haunted Pirate Fest & Mermaid Splash (Heard out of Order) Stewart Auville, Standing Ovations LLC, was available. Ms. Coppin explained over the years, the CRA contracted with a professional event management firm to assist the agency with the planning and execution of its signature event, the Boynton Beach Haunted Pirate Fest and Mermaid Splash. The contracted event management firm assists staff with the overall planning of the events including logistics management, procurement of rentals and services, vendor and volunteer management, support staff and day of coordination. Per the CRA procurement policy, an RFP for event management services was advertised in June, and two proposals were received from Standing Ovations LLC and 203 Productions LLC. Both proposals were included as attachments in the meeting backup and staff provided a printed copy of the staff sufficiency review and evaluation results. Staff evaluated demonstrated experience and quality of work samples, quality of approach to providing services, organizational capacity, proposed costs and fee schedules, and if the respondent was a local business. She reviewed the final cumulative scores. The 27 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 high score for Standing Ovations was for their experience with working with government agencies, quality of work, organizational capacity and program development and enhancement. For those reasons and for their previous work history with the Agency, staff recommends awarding the bid to Standing Ovations and direct staff to commence contract negotiations as time is of the essence and the event is just over three months away. Motion Board Member Romelus so moved to accept the recommendation for Standing Ovations LLC. Board Member Penserga seconded the motion. Cassidy Colpoys, Operations Manager, 203 Productions, noted her partners were also present. She asked if staff could review the scores as they thought the score was awarded for a total of 100 points. Chair Grant noted there were four scores of 100. Each reviewer gave a score of 100. John Librie, President and Executive Producer of 203 Productions, explained he lives in and the company operates out of 702 Buttonwood Lane, Boynton Beach. Juan Zafra, Operations Manager, thanked the Board for the opportunity to speak and requested the opportunity to work with the CRA. They understood the selected company may have experience working with a city government, but they have a lot of experience holding events of this nature. With all the renovations that will occur, they want the opportunity to bring their flair, experience, and taste of what they envision to the changes the CRA has made, and bring something new and exciting to someone who is a Boynton Beach resident that has attended the event before. They would like to use their experience with the US Open Tennis Tournament, College Bowl Championship and the Superbowl. They want to show all of the new development the CRA has facilitated and give a new perspective to encompass this area of the festival more than what has been done in the past. Chair Granted noted an issue was the funding required, but he added the CRA hopes to hold the event next year. It was learned, this was the first time 203 Productions responded to.an RFP Chair Grant explained staff can review the RFP with them and what they could improve on, but based on the applications and the information they have, the Board will follow the staff's recommendations. Ms. Colpoys asked if the scoring by categories could be made public, and learned they would and they could also get copies of the other RFPs that were submitted. The motion passed unanimously. Board Member Penserga invited 203 Productions to contact him. There was agreement to hear Item 17 D. Now Business 17. D. Consideration of Award and Contract for Responses to the Request for Proposals (RFP) to Provide Marketing, Social 28 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Media, and Graphic Design Services for the Boynton Beach for the Haunted Pirate Fest & Mermaid Splash (Heard out of Order) Ms. Coppin reviewed the item. Per the CRA Procurement Policy, an RFP was issued in June. Ms. Shutt explained this item is for the marketing and graphic design and social media services for the Pirate Fest. Similar to events management, staff issued an RFP with the same timeline and deadlines. Six responses were received which are listed in the meeting materials, which she read. Of the six, three firms were out of state and per the policy they need to contract with a licensed in State firm. Three of the respondents were local firms. Staff reviewed the proposals against the criteria. The top two firms that were most responsive were Delray's Finest Signs and Graphics and Sac Lunch Marketing LLC. Of the two, Delray's Finest was a Boynton business that met the criteria. Staff recommended to award the contract to Delray's Finest Signs and Graphics. Their cost is not to exceed $20,620 annually for Pirates Fest, and the hourly cost is not to exceed 85 hours for additional services as needed. There is a draft contract agreement and time is of the essence. If the negotiations do not go well, the request for the Board to authorize staff to negotiate with the second ranked respondent. Sac Lunch. The CRA used Delray's Finest Signs two years ago. Lola Swanson, 2500 Quantum Lakes Boulevard, Boynton Beach was present. When asked what they would do different this year, Ms. Swanson replied they will be handling social media, which is a new addition to their prior services. Motion Board Member Romelus moved to approve. Board Member Katz seconded the motion. The motion passed unanimously. New Business 17 B. Discussion and Consideration of the Purchase of the Property Located at 1017 N. Federal Highway (Heard out of Order) Mr. Simon presented the item because the property is located on the south west corner of Federal Highway and MLK Jr. Boulevard. It was the former site of Troy's BBQ next to the Enterprise Car location. The CRA has been interested in the property and it was on and off the market. More recently, the property was listed with a broker, Ms. Janet Boorin, to represent the seller. Staff engaged with Ms. Boorin, conducted an appraisal and negotiated a price. The appraisal reflected the value of the property as $530K. The original price was $699K, and the owner countered with $685K Mr. Simon wanted to bring the matter to the Board out of consideration to the seller who put the amount in writing. Chair Grant thought unless it is vitally important, they should not spend money they may not have to acquire other properties. Additionally, this is a small improvement on a 29 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 corner lot. The CRA had an opportunity to buy the property across the street for $140K a few years ago. He did not feel redeveloping the property into anything besides what it is, had value. Mr. Simon noted it is relevant as the CRA owns the property across the street to the north. Board Member Romelus thought it sends a wrong message that the CRA is willing to spend $3.5M on property on the south side of Boynton Beach Boulevard but not to spend half a million on property on the north side of the same street. She wanted to ensure the public did not feel the CRA would go above and beyond to spend nearly $4M for .41 acres, but for property half that size for a quarter of the price, they are not willing to do it. She took offense to the thought and she saw no issue at all with purchasing the property. Board Member Katz stated they were assembling land.and asked what the intended use of the property was. He would rather spend the money somewhere else on MLK Jr. Boulevard than on Centennial's project or any other infill project. He would spend $500K or $600K in the area, but he did not know what they could do with the above property, other than give it to someone to build something industrial. Ms. Shutt explained at the time of deliberation, the CRA Advisory Board originally recommended to hold off on purchasing the land, but reconsidered in anticipation of the whole property eventually being settled. They considered it as an entrance bookend of the entire MLK Jr. corridor. They understood prioritizing the need to redevelop that corner is up to the Board, but felt strongly in the future, the entrance could be reactivated as a corridor or working in concert with the gateway or the entire property. Board Member Katz asked if, given that idea, they should wait for the outcome. Ms. Shutt explained it is a smaller parcel and not as viable as the fish market, where there is viability to build a conforming use. Since the CRA is to spur redevelopment, they have an opportunity across the street to bookend the entire property. Chair Grant asked what could be built there besides art and learned not much could be built The CRA will need to park it, landscape it and drain it. Chair Grant commented that was his point, not the district the property was in, it was the size and location between the railroad tracks and Federal Highway. There is a limited amount of land with an easement behind it which further complicates development. When the business changed hands, the new owner lost the ability to have an outdoor grill. It was not the location, it was the property. He did not see a lot of development occurring. It has been on the market for quite a while. He thought the owner was asking too much, as it was $150K over appraised value, and he thought the appraised value was too high as well. He agreed with Board Member Katz. He has no problem spending money for redevelopment purposes in District II. They spent $700K for AmeriGas that now has an expanded boat sales business. Board Member Hay agreed with Board Member Romelus' comments and advised that entrance has always been an eye sore They need to focus on something. They may not know what it is right now, but owning the land gives the Board flexibility and options. He thought the Board could offer a lower price and thought demolishing the building and 30 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 creating even a garden would be better than its current use. He did not see missing out on the opportunity He thought it was awful that that section of the City is neglected. Driving north on Federal Highway, the first thing visible after the U-Haul business is an ugly section of town. He agreed just a few blocks away, the CRA was willing to spend $3.5M, but he thought if not this body, maybe the next body, or the community can come up with something. Chair Grant did not feel taking away another business was beneficial to the CRA. He hoped the entire building would be demolished and the CRA may spend more money on that property. There is nothing they could redevelop a 364 unit African-American Business into something else. He feels like they are missing the point of removing slum and blight because this is a place where people get food in the community. Board Member Penserga asked about the business owner's plan. If the property needs to be beautified, torn down and redeveloped, someone still has their building there. Mr. Simon explained they did not have a discussion with the owner or business. It was one of four properties they could discuss. Those properties may or may not find favor with the Board. His experience was it would be great if something better could go there, but this is not the first time the discussion of what would happen after acquiring the property took place. At one point, there was talk about having a Greenway. If the property did not have a for sale sign on it, Mr. Simon would not normally bring the property to the Board, and the CRA Advisory Board would not have reviewed it. Mr. Simon did not think the Board would lose any opportunities. The property would likely remain on the market, unless it is tied to the property across the street or the adjoining parcel. Board Member Penserga noted the CRA Advisory Board thought it could be a gateway to MLK Jr. Boulevard. He asked if they suggested ideas. Ms. Shutt responded they did not, but did realize maybe something could be done in conjunction with the property across the street or the adjoining property. The property on the north east corner is the investment with Sam Rogatinsky and Daris, who are getting ready to invest in a new project there. The Fish Depot site is for sale for about $1 M, which is something the CRA would want to assist with if they could. This is something that has been discussed, it is a node in the downtown Master Plan. It is a different type of intersection to develop, but if the MLK Jr. Boulevard Corridor were redeveloped into an enhanced core, one would want to pull in and drive by and think it is an inviting location. In the past, the discussions were if they had both sides of the street, they could make an entrance similar to the Marina with the Tower feature, which it changed the entire area. He thought it was a placemaking opportunity, but at this price, it is an expensive placemaking opportunity. Board Member Romelus agreed it would be expensive. She suggested countering their offer. It is a tiny parcel, but there is an opportunity there to embellish it. Ms. Boorin noted the owner has been wanting to sell the property. She had a lease for many years with Troy's BBQ, then a Caribbean restaurant, and there has been turnover a few times, but it was a steady income. The owner wants to sell it. The lease ended and the tenant there is moving out. There was a recently sale at 724 N. Federal for $750K and the owner feels that is what she wants. She has done a market analysis, but the owner was open to a counter offer. They cannot put a business there. Mr. Simon 31 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 explained it would need to be lower. Chair Grant noted the 724 N. Federal was a used car lot, which was substantially bigger. The property sold for $750K. It is a .32-acre property and her property was .2-acres. Chair Grant noted the 724 N. Federal property had an 887 square foot building that has an auto repair center and offices, versus a 300 square foot kitchen. Chair Grant noted there is no other option for that property except for art because of the Land Development Regulations. He thought even spending $400K would be overvalued and they cannot create a liability for the CRA and the City by putting a business there. Mr. Simon explained even the $685K the owner countered with puts the value per square foot at $74 which is the high-end value of the land on Ocean Avenue or for the 115 Federal Highway parcel. The land would need to be in the $30 or $40 per square foot which is a pretty drastic price to pay. Chair Grant asked about the land use of the parcel. Ms. Boorin noted the property has a use code 2200, restaurant and C-4 zoned general commercial. It could be part of a future development. There were discussions in the past. The CRA offered $539K the appraisal price and she countered at $685K. Board Member Katz recommended passing on the property because the property is exorbitantly higher than appraised value. The idea of an entrance arch requires ownership of the adjacent property across the street, and if they were going to drop $600K or $700K on MLK, he would guarantee they could acquire a couple of parcels that would be of value to the MLK development Centennial was working on. He would spend money on MLK, but he thought there would be better parcels to target for immediate use than a hypothetical archway contingent on a condemned, soon to be foreclosed or demolished lawsuit laden property. There are a lot of intangibles. He does not think there is anyone else looking to spend that much money on the property, and it likely would be available in six months to a year he thought they could circle back to it when they learn more about the property across the street and its pending demolition. Vice Chair Hay agreed. It was noted there has been a for sale sign on the property intermittently over the years. The CRA had also approached the owner several time, and the offer was never enough. Mr. Simon felt obligated to bring the property to the Board. Board Member thought they should move on unless the owner is amenable to meeting the Board at a price more consistent with the appraised value. B. Consideration of Second Amendment to Contract with Lewis, Longman & Walker, P.A. (LLW) for Legal Services This item was not addressed. C. Discussion and Consideration of a Purchase and Development Agreement between the CRA and Habitat for.Humanity of South Palm Beach County, Inc. for the CRA Owned Property located at 545 NW 11th Avenue Mr. Fingler, Habitat for Humanity, was present and advised they are building a house diagonally across the corner from the existing vacant lot. 32 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Motion Board Member Katz moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. D. Discussion and Consideration of a Letter of Intent Submitted by Hyperion Development Group for the CRA Owned Property Located at 115 N, Federal Highway This item was discussed earlier in the meeting E. Discussion and Consideration of a Draft RFP/RFQ for the CRA Project Located at 115 N. Federal Highway (TABLED 6/8/21) This item was discussed earlier in the meeting. F. Discussion and Consideration of the Purchase of the Property located at 115 NE 4th Avenue Mr. Simon advised this is the last property to complete the project. Five months ago, staff made an offer of $275K which was rejected. Mr. Simon was able to renegotiate the offer back to $275K if they close at the end of the month, which the Board could do. Motion Board Member Romelus moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. G. Cottage District Infill Housing Redevelopment Project Update of Discussion and Contract Negotiations with Azur Equities, LLC Mr. Simon explained they just received a response to the Purchase and Development agreement staff sent to them in May. There was agreement to hear this item at the August meeting. H. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue (TABLED 6/8/21) This item was discussed earlier in the meeting. I. Consideration of the Economic Development Grant Program Guidelines and Applications for FY 2021-2022 This item would be heard at the next meeting, 33 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 17. New Business A. Discussion and Consideration of the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue This item was discussed earlier in the meeting. B. Discussion and Consideration of the Purchase of the Property Located at 1017 N. Federal Highway This item was addressed earlier in the meeting. C. Consideration of Award and Contract for Proposals to the Request for Proposals for Event Management Services for the Boynton Beach Haunted Pirate Fest & Mermaid Splash This item was addressed earlier in the meeting. D. Consideration of Award and Contract for Responses to the Request for Proposals (RFP) to Provide Marketing, Social Media, and Graphic Design Services for the Boynton Beach for the Haunted Pirate Fest & Mermaid Splash This item was addressed earlier in the meeting. E. Approval of the FY 2021 - 2023 Boynton Harbor Marina Dockage Lease Agreement and Fees Mr. Simon explain this item would be a vote to increase the slip rent from $19 a linear foot to $19.50. The Board decided not to implement an annual rent increase or renewal, so they decided that whatever linear foot rent would be for a two-year period. Other marinas are at $23.50. Staff felt a .50 cent increase was under the average, which also provides additional revenue. Chair Grant thought a .50 cent raise per linear foot was fine. It was noted they would also get a fuel discount. There was brief discussion of credit reviews for new tenants. The cost is $100 every two years. The current tenants are grandfathered in. Motion Board Member Romelus moved to approve the staff changes to 2021/2022 dockage lease agreement and fees. Board Member Penserga seconded the motion. The motion passed unanimously. 34 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 18. Future Agenda Items A. Consideration of Award and Contract for Responses for the Management of the Boynton Harbor Marina B. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update C. Discussion and Consideration of Lease Terms with C Life C Food, Inc. for the CRA-owned Property located at 401-407 E. Boynton Beach Boulevard D. Additional Information on 3377 and 3315 N. Federal Highway E. Ocean Breeze East Affordable Multi-Family Rental Apartment Project Update F. Considerations of Revisions to the CRA Letter of Intent to Purchase Property Policy 19. Adjournment Attorney Duhy recommended tabling the remaining items: 16 A, B, and I. Motion Board Member Romelus moved to table the above. Board Member Penserga seconded the motion. The motion passed unanimously. Chair Grant adjourned the meeting at 10:54 p.m. . �.. Najaf Catherine Cherry Minutes Specialist 35 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CONSENT AGENDA AGENDAITEM: 12.C. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $13,200 to Studio Glo, LLC located in Flamingo Plaza at 413 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 Studio Glo, LLC located in Flamingo Plaza at 413 S. Federal Highway, Boynton Beach, FL 33435 (see Attachments I - II). Studio Glo in a unisex salon and spa providing a special experience where everyone is treated like family. As a hair salon, Studio Glo plans to have approximately six employees ranging from full-time and part-time positions for estheticians, barbers, and cosmetologists. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $2,200 per month (see Attachment 111). Studio Glo qualifies as a Tier I I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,250 per month for a 12 month period, whichever is less. If approved, Studio Glo, LLC would be reimbursed in the amount of$1,100/month for a period of 12 months or a total grant amount of $13,200 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, $13,200 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 $13,200 to Studio Glo, LLC located in Flamingo Plaza at 413 S. Federal Highway, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Application D Attachment II - Location Map D Attachment III - Lease BOYNTON" 1,11 - '^ mommBEACH COMMUNnY NT 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 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. InitialsQ Page 1 of 15 Rent Reimbursement 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. Initials Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th 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 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 • 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). Initial �? Page 4 of 15 Rent Reimbursement 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 Decor/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; Initials Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue,4t" 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 Initials{ Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue,41h 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 re uired 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 Initial Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 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 Tugaggy 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. Initials Page S of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 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 monthl reimbursement request within 30 days following the end of the next month in which applicant is requesting reimbursement,--ppplicant 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,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO "'A BEAC �,CRA NOW COMMUNUY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name d/b/a if applicable): C Current Business Address: L2 JR Fed Business Phone Number: Fax: Website: q 0 o ja 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: ® ' New Business Address: Square footage of current location: Square footage of new location: Type of Business Number of Employees: Hours of Operation: f _ $�� eftly Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com F. BOYNTO 'RA B EAC ` ' OEM --c COMMUNRY REDEVELOPMENT AGENCY APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: c Date of Birth: 19 rl Email: � t f C , �,, � L. Residential Address 16D jLqu C�qVt '_ DLO Cell Phone Number l 2. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Page 11 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO BEAC CRA - 7 COMMUNffY REDEVELOPMENT 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 If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: . Landlord's Mailing Address: Lnndlor '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 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 T r i � BOYNTON fit} Ng I'; BEACH 11' RA COMMUNffY REDEVELOPMENT 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. 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,4t" Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com V yyy BOYN'O ' CRA =BEACH COPAMUNffY REDEVELOPMENT AGENCY APPLICANT INFORMATION APPLICANT SIGNATURES: P p I/O " Signatur ate tr L , Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF � COUNTY OF j BEFORE M ,an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared_ i F i who is/are personally known to me or produced ( l F` Ptl 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 F5 day of 20 r` - "I .. NOTA I Y PUB IC My Commission Expires: Page 14 of 15 M=^C Dr-S COPPIN Nolmy Public-Stag+of Florlde Rent Reimbursement Corctmission 0HH 88288 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 �� (5% � ,$ �'2025p'res www.boyntonbeachcra.com E AC AGENCI :j"r _ LANLORD INFORMATION LANDLORD SIGNATU : ,. 'f �D 2� L ord's Signa ure _ ate w1%'_ rq\01 �'�� Printed Name -Title--) 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures-Multiple notary pages may be used N signing individually STATE OF e� 0 A i D4 COUNTY OF T4 J—M BEFORE ME,an officer ly authorized by law to a minister oaths and take a ed7kn9yih nts, personally appeared Cly W1 LS 1) who is/are ersonallyto •me or produced __ as iden tiand 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 offs ' l iseal in the State and County aforesaid on this „ . ._..�._.__.._.day of i�_ / 0 20 - f.7 JANICE P.MURRAYN TARY PUBLICNotary Public•St.itc of Florida M Commission Expires: Commission k HH 123085 or My Comm.Expires Apr 17,2025 S Bonded through National Notary Assn, Page 15 of 15 Rent Reimbursement 100 East Ocean Avenue,4”'Floor, Boynton Beach, FL 33435—Phone:(561)500-9090 www.boyntonbeachcra.com 5/27/2021 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co tyP p rty Appraiser A}giFrfii } i5 RTr ae44 4; ,.ho"''? 1 , yak e uc J i iii til ......... ... u;,�+:Sik`Jr`sc�,L#�'r1i�4�sUrUURiWr xrt�ialA°�SE_2ndAvea§tia a st�_� Search by Owner,Address or Parcel '�i) l'i�)�i � S ■At O rc .r, ..i i r�i i� '[rss'ti �.�.." .; .1 '��Kq,�11 r, i� � � i' -�... l I� View Property Recordrtelj �i Owners 3 � V% tillil � .t ` FLAMINGO PLAZA ASSOCIATES LLC,,,,,,,,,,,,,,,, I IN! Property Detail 407 5 FEDERAL HWY Muii... . BOYNTON BEACH �• � rte . .. x No. 08434528070010082 - UU U ry I'arl Srt Sulkdivir~iorl PENCE SUB NO 1 � S � 1 ,c 29130 .Page 1092 Sale Date= MAY-2017 POBOX 418 Mai iii Addle BOYNTON BEACH FL N m : 33425 0418 �' _- ` '".; tSir - r ifU u�iii ^,e iyoe 1 100-STORES P s �i it F' 1 . .: 7702 le ! Sales Information _ Sales Date Price Ui g ��Ff Sterkan lfillasUe,�fvd syrtiS\S! �Ct } MAY-2017 10 OCT-1998 445000 DEC-1993 100 OCT 1986 100 JAN 1985 100 �,§',U �YYY'eeey, t` ` ej Ppi h�- RtC Appraisals i'1J i �jS fid qU 1 e Tax Year 2020 ....^rz e e... Ialue=. $519,522 . .. Value $526,211 � wi ..Otai Market Value $1,045,733 All values are as of January 1 st '1 _ each year qpqmii s SE Assessed/Taxable values Tax Year 2020 s Asessed Value $1,045,733 rxemptiorl.Amount $0 4, tU1�n' cn�,•.. ,� '� t �� - !� ,,� �L� ,r �� -- � U axabie Value $1045733 � M s'` � i� 'r - 'l iut�e� � � �'�7= tU• 1" r.Y Taxes Tax Year 2020 �te ;� t„......_ Ad alere=.Im $22,376''E'..... .u,�..Ad ,Ia..o:e rro $3,543 $25 919 v< Ir,r, yr ,r, yr I,, yr Tr” https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434522000007020 1/1 ADDENDUM A This serves as an extension of the original lease term of the lease dated April 30,2021 between Flamingo Plaza Associates LLC(Landlord)and Studio Glo LLC(Tenant)for the premises located at 413 S Federal Highway,Boynton Beach,Fl 33435-Both parties agree to extend the original lease term to July 31,2023 and the option term commencing August 1,2023 if Tenant elects to exercise their option. LANDLORD DATE TE i NT DATE LEASE AGREEMENT This lease agreement is entered into on this �Po day of April,2021, by and between Flamingo Plaza Associates,LLC,(hereinafter called"LESSOR"),whether one or more,and Studio Glo LLC (hereinafter called"LESSEE"). For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by the LESSEE, LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the PREMISES herein described for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth. 1. PREMISES: LESSOR hereby leases to LESSEE and LESSEE hereby hires from LESSOR the follow described premises in its present condition located in Palm Beach County,Florida, at the following address (hereinafter called the 'PREMISES" or"LEASED PREMISES"): 413 South Federal Highway Boynton Beach, Fl 33435 2) TERM&OPTIONS: The initial term of this lease shall be for twenty four(24)months,commencing on June 1, 2021 and shall extend until May 31, 2023. 3) RENT: From June 1, 2021 through May 31, 2022, the rental rate shall be Twenty Six Thousand Four Hundred and 00/100 Dollars ($26,400.00), payable as Two Thousand Two Hundred and 00/100 Dollars($2,200.00)per month. The rental rate shall increase three percent(3%)per year of the lease and in addition to the monthly rental, LESSEE shall pay any applicable sales and/or use tax in addition to the monthly rent which shall be paid monthly, on the first day of the month, as follows: Year 1: June 1, 2021 —May 31, 2022- $2,200.00 plus sales tax Year 2: June 1,2022—May 31, 2023 - $2,266.00 plus sales tax LESSEE shall pay Rent,when due and payable,without any setoff,deduction or prior demand whatsoever. Any payment by LESSEE or acceptance by LESSOR of a lesser amount than shall be due from LESSEE to LESSOR shall be treated as payment on the account. The acceptance by LESSOR of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check,that such lesser amount is payment in full, shall be given no effect, and LESSOR may accept such check without prejudice to any other rights or remedies which LESSOR may have against LESSEE. Payment of Rent shall be made to the following address: Flamingo Plaza Associates LLC CIO Seabreeze Property Management LLC 10 Yacht Club Lane Indian Harbour Beach, F132937 Or Direct Deposit or to such address that Lessor designates 4) LATE CHARGES. Should Lessee fail to pay when due any installment of rent or any other sum payable to Lessor under the terms of this Lease, and should such sum remain unpaid for more than five (5) days past the date when said sum was due,then Lessor shall assess a late fee equal to ten percent(10%)of 1 the amount of the installment of rent or any other sum payable to Lessor.In the event the rent or other sum shall remain unpaid for more than 15 days, then in addition to the late fee and rent there shall be interest due thereon at the rate of eighteen(18%)percent per annum due from the original day the rent or other sum was due until the rent is paid in full. This charge is in addition to any other rights or remedies of the LESSOR. 5) USE OF PREMISES. a) LESSEE acknowledges that neither LESSOR nor any agent of LESSOR has made any representation or warranty with respect to the PREMISES or with respect to the suitability of the PREMISES for the conduct of LESSEE'S business, nor has LESSOR agreed to undertake any modification, alteration or improvement to the PREMISES except as provided in this Lease. b) LESSEE shall not use the PREMISES or permit anything to be done in or about the PREMISES, which will in any way conflict with any law, statute,ordinance or governmental rule,or regulation or requirement of duly constituted public authorities now in force or which may hereafter be enacted or promulgated. LESSEE shall at its sole cost and expense promptly comply with all laws, statutes, ordinances and governmental rule, regulation or requirement now in force and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the conditions, use or occupancy of the PREMISES. The judgment of any court of competent jurisdiction or the admission of LESSEE in any action against LESSEE,whether LESSOR be a party thereto or not, that LESSEE has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of the fact as between LESSOR and LESSEE. c) LESSEE agrees that any signs placed upon or about such Leased Premises shall, upon the end of the Term of the Lease,or upon the earlier termination,be removed by LESSEE,and LESSEE shall repair any damage to the Leased Premises which shall be occasioned by reason of such removal. d) LESSEE agrees to use these Leased Premises for general retail as a salon with a maximim of six total stations.. 6) CONDITION_OF PREMISES. LESSEE hereby accepts PREMISES in`AS IS'condition.Lessor shall service both Air Conditioning units and clean the unit. LESSEE acknowledges that LESSEE has examined and knows the condition of the Leased Premises, and has received the same in good order and repair, and agrees: (a) To surrender the Leased Premises to LESSOR at the end of the term or any renewal without the necessity of any notice from either LESSOR or LESSEE to terminate the same., and LESSEE hereby expressly waives all right to any notice which may be required under any laws now or hereafter enacted and in force. (b) To surrender possession of these Leased Premises at the expiration of this lease without further notice to quit, in as good condition as reasonable use will permit. (c) To keep the Premises in good condition and repair at LESSEE's own expense except repairs which are the duty of the LESSOR. (d) To indemnify Lessor for all liabilities, costs and damages from Lessees construction. 2 Lessee shall pay for any expense, damage, or repair associated by the stopping of waste pipes of overflow from toilets or sinks and for damage to window panes,window shades, furnishings, or other damage to the interior of the Leased Premises. 7) REPAIRS, MAMTENANCE and UTILITIES. LESSEE shall be responsible, at LESSEE's expense, for maintenance and repairs of the interior of the demised PREMISES, including, but not limited to plumbing,electric, air conditioning,windows,floors, interior walls, doors and ceilings. LESSEE is also responsible for any exterior equipment or item which is used exclusively for their Suite such as their HVAC. The LESSEE is responsible for repairs of the 14VAC system up to $300.00 per repair. LESSOR shall pay for the replacement and/or amount of any one repair exceeding$300.00 of the HVAC if deemed necessary by LESSOR's HVAC personnel, unless such repair or replacement is deemed necessary due to fault or neglect of the Tenant. LESSOR and LESSEE further agree that for the purposes of this lease, LESSEE shall be responsible for activation and payment for all utility services inside PREMISES. LESSEE shall have non-exclusive access to parking spaces at the LEASED PREMISES for use by the LESSEE's employees and customers. Should it become necessary to assign parking spaces,LESSOR shall do so at its sole discretion in proportion to the amount of space the LESSEE occupies of the building. LESSEE shall be responsible for keeping clean and tidy the exterior entrance way areas to the Premises. In addition, all covered walkways are No Smoking areas. Smoking out the South and West doors is permitted. LESSEE is responsible for keeping the area along the south entrance free of cigarettes, trash, and debris. Employee parking is to be first used at the rear of the building and then away from the building. 8) FIXTURES AND TRADE FIXTURES. LESSEE shall make no changes, improvements, alterations, or additions to the Leased Premises unless such changes, improvements, alterations, or additions:(a)are first approved in writing by LESSOR;(b)are not in violation of restrictions placed thereon by the investor financing the construction of the building; and (c) will not materially alter the character of such premises and will not substantially lessen the value of the Leased Premises. LESSOR may not unreasonably withhold approval, and if there is a dispute as to reasonableness, it shall be determined by arbitration. All improvements made by LESSEE to the Premises which are so attached to the Premises that they cannot be removed without material injury to the Premises, shall become the property of LESSOR upon installation. Not later than the last day of the Term,LESSEE shall,at LESSEE's expense,remove all of the LESSEE's personal property and those improvements made by LESSEE which have not become the property of LESSSOR, including trade fixtures, cabinetwork, movable paneling, partitions, and the like; repair all injury done by or in connection with the installation or removal of such property and improvements; and surrender the Premises in as good condition as they were at the beginning of the Term, reasonable wear,and damage by fire,the elements,casualty,or other cause not due to the misuse or neglect by LESSEE or LESSEE's agents, employees, visitors, or licensees, excepted. All property of LESSEE remaining on the Premises after the last day of the Term, if this lease shall be conclusively deemed abandoned, and may be removed by LESSOR, and LESSEE shall reimburse LESSOR for the cost of such removal. 9) SECURITY DEPOSIT. The LESSEE, has deposit with the LESSOR an amount totaling Two Thousand Two Hundred and 00/100 Dollars ($2,200.00), which sum shall be held by the LESSOR as 3 (0 security of the full faith and performance by LESSEE of all of the terms, covenants, and conditions of this lease by LESSEE. The security deposit shall be held, applied to damages or rent and returned to LESSEE all in accordance with the laws of the state where the Leased Premises are located and in force at the time of execution of this lease. In addition,Last Month's rent,in the amount of$2,266.00,shall be collected upon execution of this Lease.. 10) LESSOR'S LIEN. As additional security, LESSEE acknowledges to the extent allowed by applicable law, the LESSOR's right to hold and sell with due legal notice all property on or to be brought on the Premises in order to satisfy unpaid Rent,expenses, and utilities. 11) DEFAULT. Each of the following shall be deemed an Event of Default: (a) Default in the payment of Rent or other payments hereunder. (b) Default in the performance or observance of any covenant or condition of this lease by the LESSEE to be performed or observed. (c) Abandonment of the premises by LESSEE of 15 consecutive days with rent in arrears. (d) The filing or execution or occurrence of. -Filing a Petition in bankruptcy by or against LESSEE. -Filing a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief of the same or different kind under any provision of the Bankruptcy Act. -Adjudication of LESSEE as a bankrupt or insolvent:or insolvency in the bankruptcy equity sense. -An assignment for the benefit of creditors whether by trust,mortgage, or otherwise. -A petition or other proceeding by or against LESSEE for, or the appointment of, a trustee, receiver, guardian, conservator or liquidator of LESSEE with respect to all or substantially all its property. -A petition or other proceeding by or against LESSEE for its dissolution or liquidation, or the taking of possession of the property of the LESSEE by any governmental authority in connection with dissolution or liquidation. 12) NOTICE OF DEFAULT. In the event of an act of default with respect to any provision of this lease, neither party can institute legal action with respect to such default without first complying with the following conditions: (a) Notice of such event of default must be in writing and must either be hand delivered,mailed to the other party by U.S. Certified Mail, return receipt requested,UPS or FedEx, or if unable to provide notice by these methods, if notice is from LESSOR to LESSEE by posting the notice on the front door of the Leased Premises. (b) Such written notice shall set forth the nature of the alleged default in the performance of the terms of this lease and shall designate the specific paragraph(s)therein which relate to the alleged act of default. (c) Such notice shall also contain a reasonably understandable description of the action to be taken or performed by the other party in order to cure the 4 alleged default and the date by which the default must be remedied,which date can be not less than three (3) business days from the date of mailing the notice of. 13) TERMINATION. Upon occurrence of any Event of Default,and after proper notice of default has been given,LESSOR may,at its option, in addition to any other remedy or right given hereunder or by law; Give notice to LESSEE that this lease shall terminate upon the date specified in the notice, which date shall not be earlier than three(3) days after mailing or delivery of such notice. The foregoing provisions for the termination of this lease shall not operate to exclude or suspend any other remedy of the LESSOR for breach, or for the recovery of said Rent for the full term. Under Florida Code § 83.05: LESSOR shall recover possession of the leased premises only(1) in an action for possession or other civil action, (2) when LESSEE surrenders possession of the premises to LESSOR, or (3) when LESSEE has abandoned the rented premises. In the absence of actual knowledge of abandonment, abandonment shall be presumed if the LESSEE is absent without notice for fifteen(15)consecutive days, and rent is unpaid. 14) ACCELERATION. LESSEE expressly agrees and understands that upon LESSOR'S termination of this Lease, with exception of the provisions as noted in Fourteen (14),the entire remaining balance of unpaid Rent for the remaining term of this Lease shall ACCELERATE, whereby the entire sum shall become immediately due, payable, and collectable. To the extent allowed by law, LESSOR may hold the portion of LESSEE'S security deposit remaining after reasonable cleaning and repairs as a partial offset to satisfaction of the accelerated Rent. 15) REPOSSESSION. Upon termination of this lease as provided herein, or pursuant to statute, or by summary proceedings or otherwise,the LESSOR may enter forthwith,without further demand or notice to LESSEE, and resume possession of the Leased Premises. In no event shall such re-entry or resumption of possession or reletting as hereafter provided be deemed to be acceptance or surrender of this lease or a waiver of the rights or remedies of LESSOR hereunder. 16) RELETTING AFTER TERMINATION. Upon termination of this lease in any manner above provided, LESSOR shall use reasonable efforts to relet the Premises. 17) DAMAGES. Upon termination of this lease in any manner above provided, or by summary proceedings or otherwise, LESSEE shall pay to LESSOR without demand or notice the following: (a) All Rent and other payments accrued to the date of such termination and a proportionate part of the rent otherwise payable for the month in which such termination occurs. (b) All future Rent and other payments to be due under the terms of this lease to the extent Landlord has not been able to offset same by reletting the Premises within 30 days of termination. (c) The costs of making all repairs, alterations and improvements required to be made by LESSOR hereunder,and of performing all covenants of LESSEE relating to the condition of the Premises during the Term and upon expiration or sooner 5 termination of this lease, such costs to be deemed prima facie to be the costs estimated by a reputable architect or contractor selected by LESSOR or the amounts actually expended or incurred thereafter by LESSOR. (d) The attorneys'fees and other costs. 18) EXCLUSIVITY OF LESSOR'S REMEDIES. The receipt of Rent after default, or after judgment or after execution, shall not deprive the LESSOR of other actions against the LESSEE for possession or for Rent or for damages, and all such remedies are non-exclusive and can be exercised concurrently or separately as LESSOR desires. 19) LESSOR NOT LIABLE FOR INJURY OR DAMAGE TO PERSONS OR PROPERTY. The LESSOR shall not be liable for any injury or damage to any person or to any property at any time on said Premises or building from any cause whatever that may at any time exist from the use or condition of the Premises or building from any cause,during the Term or any renewal of this lease. It is expressly agreed by the parties that Lessor shall not be liable for any damage, injury or death, which may be sustained by Lessee, Lessee's agents, servants, employees, customers and invitees, or other persons, resulting from the intentional acts, carelessness, negligence or improper conduct on the part of Lessee or any other tenants (or such tenant's servants, employees, agents, guests or invitees), or by reason of the breakages, leakage, or obstruction of the water, sewer or other pipes, or any other leakage or condition, or action of whatever nature or cause, in or about the Premises. 20) TAXES. Taxes on the personal property of LESSEE shall be the responsibility of LESSEE. Property taxes shall be the responsibility of the LESSOR. 21) RIGHT OF RE-ENTRY. LESSOR shall have the right, by itself or agent or with others,to enter the Premises during normal business hours and upon reasonable notice(except for emergencies)to examine or exhibit the premises, or to make such repairs and alterations as shall be deemed necessary for the safety and preservation of the building,to inspect and examine, to post such notices as LESSOR may deem necessary to protect LESSOR against loss from liens of laborers,material men or others,and for the purpose of permitting or facilitating LESSOR's performance of its obligations hereunder,or for any other reasonable purpose which does not materially diminish LESSEE's enjoyment or use of the Leased Premises. LESSOR's right to show the LEASED PREMISES to prospective LESSEE's is limited to the last Four(4) months of this LEASE. 22) HOLDOVER. If LESSEE shall holdover after the expiration of the Term hereof,with the consent of LESSOR, express or implied, such tenancy shall be from month to month only, and not a renewal hereof; and LESSEE agrees to pay Rent and all other charges as provided herein, and also to comply with all covenants of this lease for the time LESSEE holds over. LESSEE shall be entitled to possession until LESSOR has given LESSEE thirty (30) days notice that such month to month tenancy shall be terminated; otherwise, notice is only required as hereinafter provided as notice of default. If LESSEE shall hold over without the consent of LESSOR, express or implied, then LESSEE shall be construed to be a tenant at sufferance at double the Rent herein provided, prorated by the day until possession is returned to LESSOR. LESSEE'S holding over beyond the expiration of the notice period of a lawful Notice of Termination constitutes holding over without the consent of the LESSOR,and LESSEE shall be construed to be a tenant 6 at sufferance, at double the Rent herein provided, prorated by the day until possession is returned to LESSOR,without limitation to LESSOR'S remedies and rights of recovery under applicable law. 23) NATURE OF RELATIONSHIP_BETWEEN PARTIES. The sole relationship between the parties created by this agreement is that of LESSOR and LESSEE. Nothing contained in this lease shall be deemed, held,or construed as creating a joint venture or partnership between the parties. 24) WAIVER OF NONPERFORMANCE. Failure of the LESSOR to exercise any of its rights under this lease upon nonperformance by the LESSEE of any condition, covenant or provision herein contained shall not be considered a waiver, nor shall any waiver of nonperformance of any such condition,covenant or provision by the LESSOR be construed as a waiver of the rights of the LESSOR as to any subsequent defective performance or nonperformance hereunder. 25) SUBORDINATION. This lease is subordinate to the lien of all present or future mortgages that affect the Leased Premises and to all renewals,modifications,replacements and extensions of this lease.This clause shall be self-operative but in any event LESSEE agrees to execute promptly and deliver any estoppel certificate or other assurances that LESSOR may request in furtherance of this provision. 26) SUBLEASE. Lessee shall not sublease the premises without Lessor's consent. Such consent shall not be unreasonably withheld, however, Lessor shall have the right to withhold such assignment, should such assignment adversely affect the building,the existing tenants,and/or the lease in the discretion of the Lessor. 27) INSURANCE. LESSEE shall,during the entire term of the lease keep in full force and effect a policy of public liability insurance with respect to the property and the business operated by LESSEE in the property and which the limits of general liability shall be in the amount of one million Dollars ($1,000,000) combined single limit, naming LESSOR as additional insured. Such coverage shall include a broad form general liability endorsement. The policy shall contain a clause that the LESSEE will not cancel or change the insurance without first giving the LESSOR ten (10) days prior written notice. 28) DAMAGE DESTRUCTION AND CONDEMNATION.If the Premises hereby leased are damaged or destroyed in part by fire or other casualty ordinarily insurable under full standard extended coverage insurance in Florida during the term hereof,Lessor will repair and restore the same to good tenantable condition with reasonable dispatch. The rent herein provided shall abate entirely in case the entire Premises are untenantable,provided Lessee vacates the Premises and shall be prorated for any portion rendered untenantable in case a part only is untenantable, and Lessee does not vacate the Premises, until the same shall be restored to a tenantable condition. Provided, however,that if Lessee, its agents, employees or guests or invitees shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or restoration is delayed, there shall be no abatement of rental during the period of such resulting delay;and provided further that there shall be no abatement of rental if such fire or other causes damaging or destroying the Premises shall result from the act or omission of Lessee, its agents, employees or guests or invitees; and provided further that if Lessee shall use any part of the Premises for storage or other useful purpose during the period of repair, a reasonable charge shall be made therefrom against Lessee. In the event the Premises shall be destroyed to the extent of more than fifty (50%)percent of the value thereof, Lessor may at its option terminate this Lease forthwith by written notice to Lessee. In the event Lessor elects to rebuild or repair,then this Lease shall not terminate, but rent shall be abated equitably while the Premises are untenantable. If any damage is due to Lessee's willful act of negligence or omission,the rental sums shall not abate and Lessee will be liable to restore the Premises. In the event it becomes necessary to make any changes to the 7 Premises as required by governmental regulations,then the expenses of all such changes shall be borne by the Lessee. 29) EMINENT DOMAIN. In the event that the Premises, or any part thereof, shall at any time after the execution of this Lease be taken for public or quasipublic use or condemned under eminent domain, Lessee shall not be entitled to claim, or have paid to the Lessee any compensation or damages whatsoever for or on account of any loss, injury, damage or taking of many right, interest, or estate of the Lessee in or to said property, in which event Lessee, upon request of Lessor so to do, will execute any and all releases or other documents as shall be required by such public or quasipublic authority. However, nothing herein contained shall be construed to prevent the Lessee from asserting against the condemnor any separate and independent claims for damages occurring, including, but not limited to, personal property,business, goodwill,cost of removing equipment,moving expenses, or loss of future profits. In the case of any such taking or condemnation referred to in this paragraph, then if and when there is an actual taking of physical possession of the Premises or of any part thereof in excess of thirty percent (30%) of the total floor areas thereof, then either the Lessor or the Lessee may cancel and terminate this Lease as to the whole of the Premises by giving notice to the other party within ten(10) days after such an actual taking of physical possession. No such taking shall give rise to any right of termination or rent abatement for such taking. If this Lease is not terminated as above provided for following any of said actual takings, then the Lessor shall repair the Premises at its own expense; provided, however, that Lessor's obligation to repair shall be limited to the amount of award actually received by it for such taking.In the event of a partial taking of the Premises,a proportionate allowance shall be made in the Base Rent based on the proportion of the Premises remaining as compared to the original Premises. 30) ENTIRE AGREEMENT: This Lease constitutes the entire agreement between the parties. No representations, warranties or promises pertaining to this Lease or any property affected by this Lease have been made by, or shall be binding on, either of the parties, or agents thereof, except as expressly stated in this Lease. This Lease cannot be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any such change is sought. 31) ATTORNEY'S FEES AND COLLECTION COSTS: Lessee agrees to pay the cost of collections and reasonable attorney's fees on any part of delinquent rental payments or other sum due hereunder that may be collected by efforts of an attorney-at-law or a collection agency.As to the enforcement of any of the provisions of this Agreement, the defaulting party shall be liable to the nondefaulting party for the nondefaulting party's attorney's fees and court costs at trial and on appeal. 32) WAIVER OF JURY TRIAL: The parties(to the fullest extent permitted by law)waive trial by jury in any action,proceeding or counterclaim brought by either of the parties against the other on any matters arising out of this Lease or the relationship of Lessor and Lessee. 33) NOTICES. All notices concerning this lease shall be mailed to the parties via certified mail or trackable delivery at the following addresses: 8 LESSOR LESSEE Flamingo Plaza Associates,LLC �' ' P.O. Box 418 } fi k# Boynton Beach, FL 33425-0418 ry 34) GOVERNING LAW AND VENUE: Governing law shall be Florida and venue Palm Beach County. 35) NEUTRAL AURTHORSHIP.The lease shall be construed as if drafted by both Parties. 36) SEVERABILITY. Should one or more clauses be held to be unenforceable,then the remaining body of this agreement shall remain in full force and effect. 37) SALE BY LESSOR. In the event of a sale or conveyance by LESSOR of all or part of the Leased Premises,the same shall operate to release LESSOR from any future liability upon any of the covenants or conditions, express or implied, herein contained in favor of LESSEE, and in such event LESSEE agrees to look solely to the responsibility of the successor in interest of LESSOR in and to this lease. This lease shall not be affected by any such sale, and LESSEE agrees to attorn to the purchaser or assignee. LESSEE agrees to permit LESSOR, at any time within 60 days prior to the expiration of this lease, to place upon or in the window of the leased premises any usual or ordinary For Rent or similar sign and to allow prospective tenants,applicants or agents of LESSOR to enter and examine the Leased Premises during the last 60 days of the term hereof, and to permit LESSOR or LESSOR's agents, at any time during the term hereof, to conduct prospective purchasers through the Leased Premises during reasonable business hours. 38) 1ASSIGNMENTS AND SUB-LEASE. The LESSEE hereby agrees not to assign this lease voluntarily or involuntarily, nor to sub-lease the Premises or any part of the Leased Premises, without the written consent of the LESSOR, under penalty of instant forfeiture of this lease.All rights and liabilities herein given to or imposed upon either of the parties shall extend to the heirs, executors, administrators, successors and assigns of such party. 39) MODIFICATION. Any modification or amendment off this agreement shall be in writing and shall be executed by all parties. �� I '-(� `��►VlJ1 `,. l� 1`, shall personally guarantee 40) PERSONAL GUARANTEES.All Owner's of `0 1 this Lease. 41) SIGNAGE. Within 90 Days of the commencement of this Lease, Lessee shall have added their name to the monument sign on the northeast corner of the property.In addition, signage on the building shall 9 be added if allowed by the City of Boynton Beach. Signage shall be consistent with all other Lessee's and shall be approved first by Lessor. 42) BROKERAGE. Both Lessor and Lessee herby represent and warrant that they have not dealt or consulted with any real estate broker or agent in connection with the Property or this transaction. Lessee shall indemnify and hold Lessor harmless from and against any and all claims of all brokers and finders claiming, by, through or under Lessee and in any way related to the Lease, including, without limitation, reasonable attorneys' fees,paraprofessional fees and expenses incurred by Assignee at the trial level and all levels of appeal in connection with such claim. All documents such as schedules,exhibits and like documents are incorporated herein and shall be initialed by all parties. If LESSEE is a corporation,each person executing this lease represents and warrants that he is duly authorized to execute and deliver this lease on behalf of the corporation. Those persons further represent that the terms of this lease are binding upon the corporation. Signed,sealed and delivered in the presence of the witnesses below,the undersigned LESSOR and LESSEE execute this lease to be elle t ve as of the day and date first above written. r , Flamingo Plaza Associates, LLC Witness Lessor Witness Witness t t tT /p fv r Jf Lessee Witness 10 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CONSENT AGENDA AGENDAITEM: 12.D. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $22,632 for Stevo, Inc. d/b/a CK's Lockshop & Security Center located at 301 SE 4th Street 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 Stevo Inc. d/b/a CK's Lockshop & Security Center located at 301 SE 4th Street, Boynton Beach, FL 33435 (see Attachments I - 111). Stevo Inc. has been the property owner of the building since 1996 and has been operating their Iockshop business out of the location since 1997. As the property owner and tenant of a commercial property, 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 including a new parking lot and exterior painting. The total cost of eligible property improvements is approximately$37,720 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $22,632 which includes a 20% contingency 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, $22,632 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 $22,632 to Stevo, Inc. d/b/a C K's Lockshop & Security Center located at 301 SE 4th Street, 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 Quotes BOYNTO we*" momBEACH RA COMMU NffY REDEVELOPMENT AGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRA NTPOR AM 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 B-RCRA reserves the right to approve or deny any Commercial Property Improvement Grant P ogram 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 Property Improvement 100 East Ocean Avenue, 4th 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 careersourcepbe.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,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 Baynton 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 $140.00, which will be deducted from any grant funding awarded to the recipient. Initial Page 3 of 17 Property Improvement 100 East Ocean Avenue,411 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. Initial �'-- Page 4 of 17 Property Improvement 100 East Ocean Avenue,0' 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 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) In W als Page 6 of 17 Property Improvement 100 East Ocean Avenue, 4th 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, 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 • 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 • 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 Initial&*dZI Page 7 of 17 Property Improvement 100 East Ocean Avenue, 4t" 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. g permit receipt/application. If the permit has not been applied for' o p Y�0= prior to submission of the grant application, a copy of the building permit receipt is ue within 90 days of grant approval, or the grant award may be terming d. f esume for each principal/owner of the business.w r Valli 7. Copy of the corporate documents for the applying business entity. lta� , ( 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. f f� ' o�C wo years of corporate tax returns (for existing businesses only). to 11.Two years of personal tax returns for the principal/owners of a new business. Page 8 of 17 Property Improvement 100 E cean Avenue, 0' Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 / www.boyntonbeachcra.com esign and construction plans associa-fe-d—with--trm proposed �ed and filled job descriptions, pay range and weekly s Mh e 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 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. I n i t i a Page 9 of 17 Property Improvement 100 East Ocean Avenue,4 1h 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 rant. 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 Page 10 of 17 Property Improvement 100 East Ocean Avenue,4th 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 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 Initals, ,W Page 11 of 17 Property Improvement 100 East Ocean Avenue, 4" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTO y BEACH RA COMMUNITY REDEVELOPMENTAGENCY APPLICANT INFORMATION BUSINESS INFORMATION: in ss Name d/b if applica �,� Current Businesd s:� �,�•� Fed I D#-1 ., t>80 b4"(c Business Phone Number: -:Xga( `-1 i.'`Y Cell: Website: � C-R ,�< U C' t t 4'Yl Existing Business: Yes ter% No Number of years in existence: (40 Time at Current Location.=Q CsNew Business to Boynton Beach: Yes No [;Yo you have an executed lease agreement: Yes_No)�-If so, monthly base rent: New Business Address (if applicable): Square footage of rrent location: Square footage of new location: Type of Business: Tier 1 Business: ❑ Tier 2 Busines Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) p r Number of Employees: Hours of Operation: List of improvement eking reimbursement for: v1 Requested grant amount: Page 12 of 17 Property Improvement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO A =BEAC RA COMMU WY REDEVELOPMENT AGENCY APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner. Nam rY) I Date of Birth. Email: Residential A dr ss: Cell Phon umb 2. Principal/Owner am ' -. Date of Birthl L 11 Email: Y' sident'al Address: chi ± t Cell Phone Number: /I� B �• 3. Principal/Owner me'` �i I Date of Birth: Email: Re idential Addresk n Cell Phone Number: °° 4. Principal/Owneramf i ` r1 (�J— a Date of Birth: I I Ik=S Email: Resid ti Afe�s ' Cell Phone Number' Are you applying for grant assistant under any other program offered by the BBCRA? Yes N 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 BOYNTON =BEACHiCRA COMMU NffY REDEVELOPMENT AGENCY APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name�C � Landlord's Mailing Address: Landlord's one Number: (¢ �? CERTIFICATION AND WAIVER OF PRIVACY: A 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. X Initials , Page 14 of 17 Property Improvement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com w� BC),v, N TO N1 =BEACHICRA COMMU NITY REDEVELOPMENT 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. Initial „' . Page 15 of 17 Property Improvement 100 East Ocean Avenue, 4 1 Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNTO MUMBEAC RA COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION APPLICANT SIGNATURES: "\< ))te rincipal/owner's ure Printed Name Title N HIC 2.4ri cgial/ rC'owne .s-SA at re ,Mte Printed Name Title 3. nijV/0,Zw+er.s Signatvrf�� Date Print d Name Title 4. Date PrinUTa-ub +r's S.-Viature I reces L-)re- Printed Name Title Notary as to Principal/Owner's Signatures Multiple notary pages may be used if signing individually STATE OF COUNTY OF tor le BEFORE ME, an offireer duly authoriz by la to a n s oaths and take ledgements, T V4 wke personally appear C CS .M owe I is/a nam own to me or produced ion, 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 an ici I seal in the State and 'Ci I sea' in the State County aforesaid on this day of 1 2 0, op 0 an UBLIC ta Notary Public State of Florida Dana Stephens Rosenblatt My Commission Expires: My Commission GG 328509 Expires 0712912023 Page 16 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FL 33435-Phone: (S61)600-9090 www.boyntonbeachcra.com B,(.-)v, NTO =BEACH RA COMMUNITY LANDLORD INFORMATION 2. LANDLORD SIGNATURES: Lan P"te gnat V0(10 Title Printed Name Landlord's Signature Date Printed Name Title Notary as to Priner's Simmatures -Multiple notary pages may be used if signing individually STATE OF � d'- j COUNTY OF BEFORE ME, an officemMly authorigbyv6w jo administer oaths andtala personally appeared me or produced as identific—atio acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in itand that the instrument inhis/her act and deed. w IN WITNESS OF THE FOREGOING, | have setm d County aforesaid on this day of TARY PUBLIC E y%vftil� Notary Public=Stateof Florida My Commission Expires: IlYDana Stephens Rosenblatt <� My Commismon GG 328509 m� Page 17of17 Property Improvement lOOEast Ocean Avenue, 4'^ Floor, Boynton Beach, FL33435–Phone: (561)6OO 9090 wvvvv.boyntonbeanhcra.com 7/30/2021 PAPA Maps DOROTHYJACKS - -= ---CFA,AAS 5 Palm Bach Co County p rty Appraiser A}giFrfii } ir RTr ae44 4; e,. ,. 1 , yak e uc WE Search by Owner,Address or Parcel S 1 View Property Record Owners r VOST LLC s1 Property Detail _,.,,.,nr..,, . .l 301 SE 4TH ST _ Muii BOYNTON BEACH •SE 2nd five .Paii No. 08434528070020010 cu,...I;a,:crl PENCE SUB NO 1 ;t 31 948 .Page 1052 `ale.Date OCT-2020 301 SE4TH ST Mai h di .�,� BOYNTON BEACH FL V 334354909 ,( s Jse.iyoe. 1700-OFFICE ONE STORYOta Square ' 6392 -��""'"' ,......... Sales Information Sales Date Price �e! OCT-2020 10 , ' u5 ( NOV 1996 273300 a t v DEC 1980 95000 or ,n„i n n n,,n; i n n,,n,or,v„ Appraisals �� Tax Year 2020lion .. ,e.._e...:`,t'a.:ue=. $507,581 `,t'a..ue=. $268,020 .oi, ..? <e=.-aiue=. $775,601 - - - All values are as of January 1 st ro13 each year rrnrree,��e' Assessed/Taxable values Tax Year 2020 is A^,;;e.;;;;e....,ta.lue=. $775,601 rxemptiorl..Amount $0� xa.,.e.Value $775,601 Taxes SE 4th Tax Year 2020 Ad Va..o.erro $16,596 .u,�..Ad Valorem $2,851 oi�aitt:x $19,447 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528070020010 1/1 CFN 20200452113 OR BK 31948 PG 1052 RECORDED 11/25/2020 13:58:19 Palm Beach County, Florida AMT 10.00 Return to: DEED DOC 0.70 Joseph C. Wasch, Esq. Sharon R. BockCLERK&COMPTROLLER Wasch Raines LLP Pgs 1052-1053; (2Pgs) 2500 N. Military Trail, Ste. 303 Boca Ra i, FL 33431 Prope praiser's Parcel ' rcation No.08-43-45-28-07-002-0010 �o QUIT-CLAIM DEED THIS -CLAIM DEED executed this 26`x' day of October, 2020, by STEVO, INC., a Florida corporat ith an address at 301 SE 4°i Street, Boynton Beach, Florida 33435 (`Grantor"), to VOST LLC, ' address at 301 SE 4"' Street, Boynton Beach, Florida 33435 ("Grantee"): (Whenever userein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatty nd assigns of individuals and the successors and assigns of corporations, wherever the context so �s or requires.) WITNESSETH, tha raptor, for and in consideration of the sum of Ten and 00/100 Dollars, in hand paid by th °tee, the receipt whereof is hereby acknowledged, does hereby remise, release and quit-claim Grantee forever, all the right, title, interest, claim and demand which the Grantor has in and to t lowing described lot, piece or parcel of land, situate, lying and being in Palm Beach County, Flor O it: Lots 1 and 2, Block B, cc Subdivision "No. 1", a subdivision in the City of Boynton , Florida, according to the Plat thereof as recorded in P ok 1 Page 33, of the Public Records of Palm Beach County, ZL TO HAVE AND TO HOLD, the same together with all and singular the appurtenances thereunto belonging or in anywise appertaining,and all the estate, right,title, interest, lien, equity and claim whatsoever of Grantor, either in law or equity, to the only proper use, benefit and profit of the said Grantee forever. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in qw presence: STEVO, INC. G C By: First Witness Signature o ert Stephens, Vice President Pride. Name r . Second Witness Signature Printed Name CFN 20200452113 BOOK 31948 PAGE 1053 Quit-Claim Deed-301 SE 4",Street,Boynton Beach,Florida 33435 2 OF 2 Q STATAWFLORIDA ) ss COUNTYQ00ALM BEACH ) TheAdre 7oing instrument was acknowledged before me by means of [X] physical presence or[ ] online .zation,this 26"'day of October,2020,by ROBERT STEPHENS,as Vice President of STEVO, IN behalf of the corporation, who has produced as identification is personally known to me. IN WITNESqPHEREOF, I have hereunt s my an affixe o cial seal. My Commission Expir ` otary Public O Notary Public Stat®of Florida Dana Stephens Rosenblatt My Commission GG 328509 f�\\)1aM1 Expires 07/29/2023 Q Fffi ITEWORK 0 ASPHALT PAVING 0 ROADWAYS 0 PARKING AREAS 0 CONCRETE WORK 1 SOUTH CONGRESS AVENUE PHONE $61-278-0456 RAY BEACH, FLORIDA 33445-7398 FAx 561-278-2147 @91YAY#@O July 26,2021 To: CK's Lockshop PHONE: (561)719-0283 Attn:Tina Stephens EMAIL.tina@cksecurity.com 301 SE 4th Street Boynton Beach, FL 33435 Name ol'Project: CK's Lockshop Parking Lot Mill and,Overlay Location: Boynton Beach, FL WE PROPOSE TO FURNISH ALL LABOR,MATERIAL AND EQUIPMENT TO PERFORM THE FOLLOWING: Mill and Overlay Existing Asphalt Parking Lot(Approximately 1,400 SY) WORK ITEMS- Patch holes and level low lying areas Mill to a depth of 1"1 broom clean Apply tack coat(bonding agent) Pave V Type S-111 Asphalt Re-stripe as existing $30,220.00 NOTE: • Prices are based on 1 mobilization; any additional mobilizations will be at a charge of$3,000.00 each. • Proposal includes restriping one handicap stall to code. Second stall is not to code and will be excluded. • Final billing will be based on field measurement extended at the unit pricing above. • No additional work beyond this proposal will be performed without a written change order. • Hardrives will be held harmless for any existing conditions in subgrade or drainage backfill which could cause asphalt to settle or pothole existing conditions, but will • We cannot be responsible for breakage of car stops during removal due to ex replace broken car stops at a unit price of$40.00 each. xi s and elevations of • We will attempt to improve the existing site drainage, but due to the existing condition the asphalt,we cannot guarantee to eliminate all standing water Round Up"for • Existing cracks with vegetation growing should be treated with 4,weed killer such as" several treatments before we arrive on the j96.This is the responsibility of the customer. • Large cracks in the existing asphalt may refibct through the new asphalt in time. • Power steering scuff marks will appear due to vehicular traffic backing out of parking stalls, but these 0 marks should dissipate in time. ane year from the date of completion. All material and workmanship is warranted for o • Permits and associated fees are the obligation of the customer. • There will be tire"tracking"—this cannot be avoided, but the tracking marks will dissipate in time. • Due to the uncertainty of the liquid index for asphalt,our prices may be subject to re-negotiation upon more than 5%movement in the liquid price. The liquid asphalt price will be based ol,n the current F.D.O.T. Index. • By executing this Contract, you are obligating yourself to our"Payment Schedule"which is as follows: 10%-Paid at execution of Contract 40%-Paid when work begins 40%-Paid upon substantial completion 10%Paid upon final completion Prices are valid for 30 days ---I ACCEPTED BY: RD IVES, IPC. /7 —Ji *6 TITLE iiIHager, P ject Manager DATE: HARDRIVES CANNOT GUARANTEE OR BE RESPONSIBLE FOR ROCK BASE WORK CONSTRUCTED BY OTHERSt g and fast starts will damage asphalt, We cann be held responsible after completion of this proie��t. Grasp and weeds will grow through asphalt. Thof control these Is the Power steerin ot rosponswity of the owner or the Property. Buyers signed acceptance will constitute a binding convect, In the event there is any detault In payments due under this contract and the same is placed in the hands of an attorney for collectioR the purchaw and/or purchasers agree to pay all cost of colledort,holluding a reasonable attorneY$fee /kvP i a , v +m , , i G a th , f, - a }S ,t.. t��, k .,...; r.,.+2s'�,� Aw,:. an,P l4 k�, .�`x1,;,�,fr,..A -{.`1 ,x�nt.l�„kb9 as k;.mH D(x �4 •k1d`-R��'�`? tP �;tc� �-- � _ __ -- 1 (A Y �1 3 - , f ,s,.^. e a't n'.^�";, ';n ..^�... I•Si 1 vy ,1;, ;S � ?�� 9� '�c ',k�� -�t� Cis I -i`�k G '��"� 'i. } k }� �� \- �~�r��f ,t �,.,'+�t1�' ___- 1 ;,\��,r�+��,,,s aesi*�. ~, „; l tot jt,,:_, ,sc f:.. Y,c�ry�. 1,,. • :,..r).,s \ ,� - _ - -- - ` ,:�, , � � �v �'b ��x• t;. a; t � Yt �• 1��,��r�� it}ct€," X%'€,�s~1r�e � ,i ��}� . �r - t,��,i... n \ 1 } t -- , r t ( 1 t 1 tx _ a, 1�. D - f� r z ��I rS, _rt,I? s,..�£ t �. , i t 1_: � } � t�i I•, ,» �.,,s��t .\ \ t }.,,._,,,,..,t S,r.,,� , ,, � � a � 1,,i�4 �(;•�r( lr, �,,1,, C i{ s,"i1-{£,1:s »-.^�,ylu\ „» ,s, ,' , r 1 t4 S� °X - _ -� b- - _ - = i - , ,.•-,: , I,:t„< � , . ,• t. ) s:: ,,,11,, s. ,: til 1 }} s-x_ , - �t - 3 „S{ I I,s l, rf sl, 1 s , , \ - 7„, i t, ,l,,t ,i � r•.,.,i , ,,�11 .) �lil � t �:Y .,_ `. _'; � S-- - _ ),,.,� ,a ,t ,. \ tt It „ :it , „i •-t } ,,,5,.. r,,,i,},1, r t, IFi 4l ,trr .�\ )\±11� {,�� — i, k-:.,,,. },,,\ t r.. \ i S-:, S ,:, ,•r,I„1 },{ i A, rl t 7.� t ,.... r ,� � {,� � E�-. D� �-_ _--_-: _ ,_ _ }. '- � �- -. {„t.t , '- v, t ,t , C \, ii 1 s f lI, ,I�,�, �� .,,t� r t.,..)Y�.��XzXY ,.. ., r. �•, , � t �^Ir t,• 14 ,1 v?:gi,at lA1V r\�s_}{,",1}1 'tir,(,{;;>>... 1�� 1t t ��5� �� - '. _ _ - ,'i. - Ih - {,, - 7 ,;, ,, � v �;, ( + 4{i J{¢tV(,�4):vl�t(�{(r+1~�,�,I��, �� ,� � v X• r - , 1 ` � „ ,, ,., s ,. ,t ,.S , ,,� 1{ �.� r � -:-. ftsr ,� s ;�-F.t �.�, S1�s �ik,•1 i. `-:,. :_. � �..,. - ,5 - s {f' vg ^ (4 t ^ {s, tis AV r ,i j s tti\ v rii(,'f�1tSi(\ir�ljRj,.� s)}� •.. �}��i1'}��"l(�'�lSs�� '�� . t_ - - - - - - 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.A. SUBJECT: Rock the Plaza at One Boynton Recap SUMMARY: EVENT DETAILS On Saturday, July 17, 2021, the BBCRA hosted the Rock the Plaza at the One Boynton property. Event details are as follows: The free event featured live music from the band Spred the Dub, and provided a spotlight to some of the businesses located within the One Boynton shopping plaza. Event attendees were encouraged enjoy the festivities, stroll the plaza, and dine at local eateries and restaurants. Participating businesses included: Baciami, Sweetwater, Common Grounds Brew & Roastery, Tokio Ramen, and Soulvaki Fast. During the event, there was a special Boynton Beach Bucks promotion where event attendees could receive a $5 voucher that was redeemable at each of the aforementioned businesses. In total, 97 vouchers were redeemed during the event. In an effort to engage the community and obtain demographic information, event patrons were encouraged to complete a short feedback survey. The results (Attachment 1) from the 122 surveys collected indicate the following: o Are you a Boynton Beach resident? ■ Yes -75% ■ No -25% o Have you dined in downtown Boynton Beach before this event? If so, please select all of the restaurants that you have previously visited. ■ I have never dined at a Downtown Boynton Beach restaurant— 36% ■ Baciami -31% ■ Sweetwater- 53% ■ Tokio Ramen - 15% ■ Tsunami Subs -24% ■ Soulvaki Fast-33% ■ Common Grounds Brew& Roastery- 17% o How did you hear about the Rock the Plaza event? ■ Social Media -34% ■ Email - 12% ■ Poster/Street Sign -31% ■ Newspaper/Magazine -3% ■ USPS Mailed Flyer-2% ■ From a friend/family member- 17% EVENT MARKETING PLAN Posters - One hundred and fifty (150) 12.5" x 18.5" branded posters were distributed to businesses throughout the BBCRA area, Boynton Beach breweries, and at City of Boynton Beach municipal buildings to assist with promoting the event. (see Exhibit A). Cost: $84.50 Postcards — An 8.5" x 11" Every Door Direct Mailer promoting each of the five (5) BBCRA summer events was created and distributed to 11,000 homes in Boynton Beach, Delray Beach, and Greenacres. In attempt to reach the western community of Boynton Beach and other surrounding cities, the mailer was sent to the following zip codes: 33463, 33473, 33467, and 33483. (see Exhibit B). Overall Cost: $2,896.27 (cost per event$579.25) Signage — Street signs for the Rock the Plaza event were installed in 6 locations in Boynton Beach to inform the community about the event (See Exhibit C). Cost: $860.00 Coastal Star- A full-page ad featuring all of the BBCRA summer events was advertised in the publication's June and July issue. The Coastal Star newspaper serves the eastern community of Hypoluxo Island, South Palm Beach, Manalapan, Ocean Ridge, Briny Breezes, Gulf Stream and coastal Delray which reaches out to that specific demographic. (See Exhibit D). Cost: $525.00 Neighborhood News- In July, a full-page ad featuring both the Rock the Plaza and Boynton Beach Night Market events was published. The Gateway Gazette is a publication serving Boynton Beach, Lantana, Hypoluxo, Atlantis, South Palm Beach, Manalapan, Ocean Ridge and Briny Breezes. (See Exhibit E). Cost: $329.00 Social Media- Staff created graphics, custom content, and social media ads to promote the event on the CRA's Facebook, Instagram, and Twitter pages. A paid ad was created to run on the CRA Facebook and Instagram pages to promote the event . (See Exhibit F) Cost: $150 FISCAL IMPACT: FY 2020 - 2021 Budget, Project Fund, Line Item 02-58500-480 - $10,000 for the event and $2,527.75 for marketing. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Attachment I -Survey Results D Attachment II - Exhibits A- F Boynton Beach Bucks - Rock the Plaza Q1 Are you a Boynton Beach resident? Answered: 119 Skipped: 3 Yes - ' No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 74.79% 89 No 25.21% 30 TOTAL 119 1 /4 Boynton Beach Bucks - Rock the Plaza Q2 Have you dined at One Boynton before this event? If so, please select all the restaurants that you have previously visited. Answered: 121 Skipped: I I have neverajb�- dined Baciami OEM Sweetwater Tokio Ramen Tsunami Subs Souvlaki Fast Ii III��I�IV�lIY�i I�iY��i IV!�YI��YR iY4ll iii!'Y�IIi,,� Common Ground 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES I have never dined at a One Boynton restaurant. 35.54% 43 Baciami 31.40% 38 Sweetwater 52.89% 64 Tokio Ramen 14.88% 18 Tsunami Subs 23.97% 29 Souvlaki Fast 33.06% 40 Common Grounds 16.53% 20 Total Respondents: 121 2 /4 Boynton Beach Bucks - Rock the Plaza Q3 How did you hear about the Rock the Plaza event? Answered: 122 Skipped: 0 Social Media �t��l �, `k 4 Email in Poster/Street Sign News paper/Magaz�l� t4 USPS Mailed Flyer s From friend/famil.. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Social Media 34.43% 42 Email 12.30% 15 Poster/Street Sign 31.15% 38 Newspaper/Magazine 3.28% 4 USPS Mailed Flyer 1.64% 2 From a friend/family member 17.21% 21 TOTAL 122 3 /4 Boynton Beach Bucks - Rock the Plaza Q4 If you would like to subscribe to the BBCRA email list for future Boynton Beach Bucks deals please enter your email below. Answered: 52 Skipped: 70 4/4 Exhibit A - Event Poster 911111 SON11 11 1 �'` 1 11 11 11 11 11 11 ■■■ 0 on ! i BOYNTBN BEACH PRESENp6TED 6Y �.Q�AC CRA COMMUNITY REDEVELOPMENT AGENCY Exhibit B — Postcards JOIN HE FOR ► SUMMER 1 IN' EVENTS RiE > 111(\�} {,t{}��)1}ll�)i{�), 1 t' ! -= -- 11,q ROCK(rel{sii& - -- THRRIA E lui�i� ra" ® 11 11 nnn ■ ON �1�� on sunt on 1 ilt#{t if ..rt i r 3} HIM ■m■ on ��,. 80YNTOR BEACH BOYHTON BEACH JUNE JULY 17 TH 5 - 9 Pm 5 - BPM music BY I music BY THE FLYERS �f � �if CI it � #°��Il'�� ` �'. �� {� 6 1'i �1� SPRED THE DUB EXPLORE DOWNTOWN E � �i'{ �# �� i, �� ,II EXPLORE ONE BOYNTON PLAZA 5 SUPPORT LOCAL BUSINESSES SUPPORT LOCAL BUSINESSES LEARN 1 ABOUT 1 M K u ii' ■i■ ii � � 001YHT0N BEACH AUGUST 21"T 3 - 6PM II IB40 E. OCEAN AVE. @° music BY REGGAE SOULAHS EXPLORE OCEAN PLAZA C ' SUPPORT IDEAL BUSINESSES ` Interpreter available open request. Contact CoppinM@bbtl.us or 661.600.9097. Exhibit C — Signage 111181( 110,111 �iYII ■■■ ■■■ ■■ 0 1 N BOYNTON BEACH &�TD6EACHICEACH G9MMUNITT REUE':V EIOPMENi AGE':NGY 1111911 --------------- Ili,lll Illolll 1 � 1 1 BOYNTON BEACH PRESENTED BY BOYNraN CRA COMMUNITY REDEVELOPMENT AGENCY Exhibit D — Coastal Star 9"1 E K I Ki K ------------ i ®■ ■ ■■ } r r{ilk+� �■ ■ ■■ 1 b f1��Ltj�' BOYPNTON REAiCH E3OYNTONi REACH JUNE 121H JULY 170 5 - 9PM 51 - 8 PFS 100 � .N'£,°' h t 3i��li, I i;iia}�f�1��` h��#,r s��; N.E. 01 ST. 1351 S. FEDEML MR music MY MUST 9y THE FLYERSI SPRED THE DUBN EXPLORE DOWNTOWN S EXPLORE ONE BOYNTON PLAZA 6 SUPPORT LOBI BUSINESSES �� , I'I i{ �� t i, '�w SUPPORT LOCAL BUSIINESSES 1 1 AUGUST 219T 1• ' NNS■ ■ ■■ �tar�rNaw ExEACNd - 6 PM a: uB40 E. OCEAN UE. Musiie am REGGAESUMAHS EXPLORE OCEAN PLAZA O SUPPORT LOCAL BIUSINESSES ■ Exhibit E — Neighborhood News � i soy W N � II , oil, BOYNTON BEACH JULY 171H 5 — B P music13511 S. FEDERAL HWT. B SPRED THE DUB1 I i EXPLORE E BOYNTON PLAZA & � SUPPORT LOCAL BUSINESSES LEARN MORE,ABOUT THESE FREE EVENTS T BUYNTONREACHERA-cum PRESENTED BY BOYNTO M ELC I CRA COMMUNITY REDEVE:1OPMENT AGENCY Exhibit F — Social Media Boynton Beach CPA-posted a video t,-- pa,,,,-hst Open for BUSineSS in the Boynton Beach CRA Area. If you haven t had a chance to try To'k,'Jo Ran-en - Bo,,,,rtcr, ea,;n, FL� make sure you attend tl.,. Pla-za - C7;r;e Bcyl-to n tNs Saturday to give their rarnen a taste while you erpy five music,frorn Spred 71-,e E)u L, ox, 'A W W Reach; More People With This Post X Prc,,ni ote you r Page L-y bco5ti r,,ii tNj ss Dos'tso "1'7ore ]ieopIe c&n � it 'If you haven't had a 1,438 171 MENSHERIMM Pecple Ruched --ingagements 1111=11M OC) 2,19- ICI Co,.,nr,,,ent 11 Sdiares [J'-u L i ke Q_ Coinment a hare Most ReJevant w Convnent as Boynton Be&h CRA Spred TheDuib* Folf,-.Aw We love Tokio Rarnen-Boynton each, FU Like RepVy 10,,�saqs 2 , 4 View 4 mare comments. Boynton Beach CRA ... j"j� Mpr-eop-- Cocpi,e a- :.,1 0 5,,i.,---e'v,ae,v.,41 have an outside bar at Saturday's Rcu-k the Plaza - n e Bovn,ton event, so make sure you come ready to enjoy sorne P Reach More People With This Post x Promote your Page lb,,,y boost"nig this posL so nore peopte car,see�t `S,,,,,eetviatef v,,fl i,ave—,' 1,432 210 "r +2.2x Higher Pe,oplc-Reached - Engagements istribution Sc 33 5 S h a r es Uke Comment, ir;> Share folost Reievant w Comment as Boynton Beach CR Boynton,Beach CRA Ri ee%lichelie Robert,,.,0 J"',t '5.z-•. I AJ ,Ci lake a [a*k at all the details for Fac' the PIa-a - One Bcayntcr i u K y 11 cur latest b,loq! ,.......................... BB RA Rocki n' Summer Events Continue with Rock the Plaza at One:Boynton 0 Reach More People With This Post x P-rz,111'ate`You r Pace by bco:ting this post so mor laeorOecan see !t;"Take a Qgis at aflth —` 621 95 7- +2.9x Highel, P'L-Op�e Rgead�ed Engage�rrnts DistribLT100n SCC,fe LtN;, Ljk l fillyComment r) have t"Dc irrurnent as Boynton: Beach CR,�-% Beach, FL), , mi Spred the Dub is ck� the Plaza at One Boynton unts;8ipm, G ,a I I I I Read More People With This Post ; Pror ot?yo%i Paige [,y,,(boosting this pest so nore 8,696 609 Fmvpc Read-flied Erga €rr.rt Uka IiiComment •: Beare 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.13. SUBJECT: Boynton Beach Night Market Recap SUMMARY: EVENT DETAILS On Saturday, July 31, 2021, the BBCRA hosted the Boynton Beach Night Market at the newly constructed Amphitheater at Centennial Park. The free event, which took place from 6:00 p.m. to 10:00 p.m., featured a variety of food, retail, and professional service providers who exhibited their goods and services to event attendees. In total, thirty-three (33) vendors participated at the event, including the following eighteen (18) BBCRA area businesses: • Studio Glo Salon & Spa • Local Services, LLC • Wave Max Laundry • The Duke of Normandy • 500 Ocean • 500 Ocean Cafe • Zoo Elite Gym • Your C B D Store • Dr. Paul Archacki, D.D.S. • Tropical Smoothie • The Boardwalk Italian Ice & Creamery • Main Street Car Wash • Property Damage Consultants • Pio Pio • Guaca Go • Aurora's Mexican Kitchen • Troy's Bar-B a-Que • That's Amore In addition to the vendors, this family-friendly event also featured fun games, live music from The Valerie Tyson Band, and roaming costumed characters. In an effort to engage the community and obtain demographic information, event patrons were encouraged to complete a short feedback survey. The results (Attachment 1) from the 31 surveys collected indicate the following: • Are you a Boynton Beach resident? • Yes -81% • No - 19% • Have you visited Downtown Boynton Beach before this event? ■ Yes -81% ■ No - 19% • Have you visited any of the Town Square facilities before this event? Please select all that apply. ■ I have not visited any Town Square Facilities -50% ■ Boynton Beach Library-40% ■ Boynton Beach Arts & Cultural Center-23% ■ Children's Schoolhouse Museum -23% ■ Centennial Park Amphitheater-20% ■ Kapok Park Family Activity Center-3% • How did you hear about the Boynton Beach Night Market event? • Social Media -55% • Email -6% • Poster/Street Sign - 16% • Newspaper/Magazine - 3% • USPS Mailed Flyer- 3% • From a Friend/Family Member- 16% MARKETING MARKETING PLAN Posters - One hundred and fifty (150) 12.5" x 18.5" branded posters were distributed to businesses throughout the BBCRA area, Boynton Beach breweries, and at City of Boynton Beach municipal buildings to assist with promoting the event. (see Exhibit A). Cost: $84.50 Postcards — An 8.5" x 11" Every Door Direct Mailer promoting each of the five (5) BBCRA summer events was created and distributed to 11,000 homes in Boynton Beach, Delray Beach, and Greenacres. In attempt to reach the western community of Boynton Beach and other surrounding cities, the mailer was sent to the following zip codes: 33463, 33473, 33467, and 33483. (see Exhibit B). Overall Cost: $2,896.27 (cost per event$579.25) Signage — Street signs for the Boynton Beach Night Market event were installed in 6 locations in Boynton Beach to inform the community about the event (See Exhibit C). Cost: $860.00 Coastal Star-A full-page ad featuring all of the BBCRA summer events was advertised in the publication's June and July issue. The Coastal Star newspaper serves the eastern community of Hypoluxo Island, South Palm Beach, Manalapan, Ocean Ridge, Briny Breezes, Gulf Stream and coastal Delray which reaches out to that specific demographic. (See Exhibit D). Cost: $525.00 Sun-Sentinel - A banner page ad featuring the Boynton Beach Night Market was published in the local section of the Sun-Sentinel on Thursday, July 29th. The Sun-Sentinel is a publication serving Boynton Beach, Lantana, Hypoluxo, Atlantis, South Palm Beach, Manalapan, Ocean Ridge and Briny Breezes. (See Exhibit E). Cost: $199.00 Neighborhood News- In July, a full-page ad featuring both the Rock the Plaza and Boynton Beach Night Market events was published. The Gateway Gazette is a publication serving Boynton Beach, Lantana, Hypoluxo, Atlantis, South Palm Beach, Manalapan, Ocean Ridge and Briny Breezes. (See Exhibit F). Cost: $329.00 Social Media- Staff created graphics, custom content, and social media ads to promote the event on the CRA's Facebook, Instagram, and Twitter pages. Two paid Facebook/Instagram ads were created for the CRA Facebook page to promote the event and attract local vendors to exhibit during the event. (See Exhibit G) Cost: $300 FISCAL IMPACT: FY 20210 Budget, Project Fund, Line Item 02-58500-480 $30,000 event and $2,876.75 for marketing CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Attachment I -Survey Results D Attachment II - Exhibits A- G Boynton Beach Night Market Q1 Are you a Boynton Beach resident? Answered: 31 Skipped: 0 4� Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 80.65% 25 No 19.35% 6 TOTAL 31 1 /5 Boynton Beach Night Market Q2 Have you visited Downtown Boynton Beach before this event? Answered: 31 Skipped: 0 4� Yes No 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Yes 80.65% 25 No 19.35% 6 TOTAL 31 2 /5 Boynton Beach Night Market Q3 Have you visited any of the Town Square facilities before this event? Please select all that apply. Answered: 30 Skipped: I I have not visited any...I VANEy Boynton Beach Library MEN= Boynton Beach Arts&Cultu... Children s -`j` lh tits Schoolhouse.. Centennial Park... Kapok Park Family Activ... 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES I have not visited any Town Square Facilities 50.00% 15 Boynton Beach Library 40.00% 12 Boynton Beach Arts & Cultural Center 23.33% 7 Children's Schoolhouse Museum 23.33% 7 Centennial Park Amphitheater 20.00% 6 Kapok Park Family Activity Center 3.33% 1 Total Respondents: 30 3 /5 Boynton Beach Night Market Q4 How did you hear about the Boynton Beach Night Market event? Answered: 31 Skipped: 0 Social Media C ,\ Email 11 Poster/Street Sign Newspaper Maga in e `tfi USPS Mailed FlyerLt From friend/famil.. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Social Media 54.84% 17 Email 6.45% 2 Poster/Street Sign 16.13% 5 Newspaper/Magazine 3.23% 1 USPS Mailed Flyer 3.23% 1 From a friend/family member 16.13% 5 TOTAL 31 4/5 Boynton Beach Night Market Q5 If you would like to be entered into a drawing to win gift certificates to some of the businesses exhibiting at tonight's event AND subscribe to the BBCRA email list for future notifications about events and promotions, please enter your email below. Answered: 22 Skipped: 9 5 /5 Exhibit A - Even! Poster :7\ « s tl � :: � \ � �\�\ . \ ■�\\\\ . 3 �;�� Exhibit B — Postcards JOIN HE FOR ► SUMMER 1 IN' EVENTS RiE > 111(\�} {,t{}��)1}ll�)i{�), 1 t' ! -= -- 11,q ROCK(rel{sii& - -- THRRIA E lui�i� ra" ® 11 11 nnn ■ ON �1�� on sunt on 1 ilt#{t if ..rt i r 3} HIM ■m■ on ��,. 80YNTOR BEACH BOYHTON BEACH JUNE JULY 17 TH 5 - 9 Pm 5 - BPM music BY I music BY THE FLYERS �f � �if CI it � #°��Il'�� ` �'. �� {� 6 1'i �1� SPRED THE DUB EXPLORE DOWNTOWN E � �i'{ �# �� i, �� ,II EXPLORE ONE BOYNTON PLAZA 5 SUPPORT LOCAL BUSINESSES SUPPORT LOCAL BUSINESSES LEARN 1 ABOUT 1 M K u ii' ■i■ ii � � 001YHT0N BEACH AUGUST 21"T 3 - 6PM II IB40 E. OCEAN AVE. @° music BY REGGAE SOULAHS EXPLORE OCEAN PLAZA C ' SUPPORT IDEAL BUSINESSES ` Interpreter available open request. Contact CoppinM@bbtl.us or 661.600.9097. ---------------- B� � f "``� « r,,JFREE EVENT M ILY 31ST ,z3� �,� !l A y ..........�,�il ' 6 - 10 PM 'WN NI A11PARK hl PHI I I 9CE, N AVEW iBISYNTON � /� MUSIC BY .... EAC,&R T"'o CGMMUNkTY NE6EVEL0PMEN9 AGENCY f VALERIE TYSON BAND BOYNTUNBEACI gt Sll RALUM YVVENT ( ! 4��' � 1. � - f � b � T��s>>�� f�� "" i t 31st �k �� `�� (} � ,� �� gl ii�, CENTENNIAL PARK Nl( 3�--��!T AMPHITHEATER Al < 100 E. OCEAN AVENUE t PRESENTED BY 4N `r �af� ��, � v� gy ��:v HAND NTONrpq '� lf � � ,t} vvEACH C \, ` _ I r CCOMMUNITY RECIEVEL0PMENFAGENCY � 7 ` '� i 3 E �� JI '��:"�'d'Ac\\l'�t�J'aSt"�'�zd4YWh'�14Wh'�14Wh'�14Wh'�14Wh'�14Wh'�!4';�1'A'��Ac{�� BOYNTON8 EACH CRA.00M Exhibit D — Coastal Star 9"1 E K I Ki K ------------ i ®■ ■ ■■ } r r{ilk+� �■ ■ ■■ 1 b f1��Ltj�' BOYPNTON REAiCH E3OYNTONi REACH JUNE 121H JULY 170 5 - 9PM 51 - 8 PFS 100 � .N'£,°' h t 3i��li, I i;iia}�f�1��` h��#,r s��; N.E. 01 ST. 1351 S. FEDEML MR music MY MUST 9y THE FLYERSI SPRED THE DUBN EXPLORE DOWNTOWN S EXPLORE ONE BOYNTON PLAZA 6 SUPPORT LOBI BUSINESSES �� , I'I i{ �� t i, '�w SUPPORT LOCAL BUSIINESSES 1 1 AUGUST 219T 1• ' NNS■ ■ ■■ �tar�rNaw ExEACNd - 6 PM a: uB40 E. OCEAN UE. Musiie am REGGAESUMAHS EXPLORE OCEAN PLAZA O SUPPORT LOCAL BIUSINESSES ■ Exhibit E — Sun Sentinel 0m 11 1 L ti Exhibit F — Neighborhood News ■m■ ■ ■■ 8DYNTBN BEACH JULY 17TH 5 - BP 1351 S. FEDERAL HWY. music BY SPRED THE DUB EXPLORE ONE BOYNTON PLAZA 9 L SUPPORT LOEAL BUSINESSES LEARN MORE ABOUT THESE FREE EVENTS AT Y TEAC PRESENTED BY BOYNTO =BEACH CRA COAWUNITY REDEVELOPMENT AGENCY Exhibit G — Social Media Boynton Beach CRA PILL�ru �q 20 8! N� 2on't rmss A',rz-t iasis ors of.he Boyncsn Beachis nev,,Ss'm� si messes ;his Satirday aT The 8c.,,nior, Ii glt 1,1�fcttl til 1,619 231 PeOP4 Reached jf� Uk:e Commem Share Mcrst Nebs amt v, Cr.,r,i iienr.as Saymori Beach C�A V` Card Johnson Moran Are u open r,toymon yet bk,Lt Pop*V Cbrm Roberts Looks yuniply,Mike Roberts Like kep4y fjr,�zge W,lTie a cornrnent, Boy nton Beach C FLA visfz "ring thp Ez,yrto- qn., this Sa%,xday or authent-ic,fes-11 4sood-fired pzzar pq q 'T Get More Messages for Boynton Beach CRA You can a,,Id a'Nle,,-'ongsr button to Yoar pos-,to gel, rmcrw n-8_.sages for E%vy-tcu- CPA Aeople Reached Engagemem-- A Sharcls bke -w I Share Corno Crwr�ment as 2oynrun B-ach CRA Boynton Beach CRA, lk,';�enpie V,-),tl t-Rcb�r�: 0 2",4- :0>) M ark,y.-,j r ca I ece da r! C,n,,e week from today the Ecyntor Scac?r Nght Market will prernier,n 'Cownzv,,,n Bo�yiitor)Eesch fr,-,rr,6-1C+PU attire Certenriai oark Amphithemer. more oformation,cljck:here: 0 Get More Messages for Boynton Beach CRA x lfbu za.n gad 7.Nlles�m,ipnger butic,n-a-pourc-a��to get N.,r aSe3ch ckk, 1,4-42 146 t +2.Sx Higher 2eople Fl4ache d Engage4TAnu Dinribi.;,icn S.,,,ve OC) I s 2 C-ammmert: 12 ,'�iiares " dike il cornment SIar,8 Fvlosl Rrelfevant v Corrirrent a5 ova non Eeacol CIiA 4 0 Jasnum S Can perform-a tr�r-a night market?Gipsy Amor%14si-, tjl�v Rmlpky w, Sqvmm Beach CRA Jasmine Skurlu Please email-'opp-uMTbbfi,us for book�ng inqjIm, Lias Roply Mer fedes Copp inCA, Boynton Beach CRA The Eoyrtoo Seaeh ',!gl--,l,!e,6-st is roov a»:epr,nq Vendor appkahom! Please find te complate applk=ior here. .69'72 Rea:ch More Rope MHO This AM Drarrr,,Ie,�our by borvjr,g th,,,po'sl mowe pe ply car see Ihe 3op"on Seast V +&3x Fl pw An 0 1 e Rea C h ed Engzgemen�s Disvibutmon Sccra 4 eAw I.,k.e S-hare Cwmem w BWmon WaNCRA u Q! k A 0" 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.C. SUBJECT: Marina Marketing and Social Media Update SUMMARY: SOCIAL MEDIA INITIATIVES Throughout the month of July, the BBCRA social media platforms were utilized to promote local business offerings, provide updates about BBCRA initiatives, promote the agency's business promotional events. A variety of posts were shared to promote local businesses. Featured businesses included: Boynton Beach Dive Center, Common Ground Coffee and Roastery, Reel Rival Charters, and Tokio Ramen. See Attachment I for examples of the social media and print marketing that were published in July and Attachment I I for a full listing of the Facebook posts that were promoted. MARINA PRINT MARKETING Coastal Angler Magazine — In July, a quarter-page ad was published to promote the jet-ski rental companies that are located 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 FISCAL IMPACT: FY 2020-2021 Budget, General Fund, Line Item 01-57400-216, Marina Marketing $225. CRA PLAN/PROJ ECT/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 -Social Media and Marina Marketing Overview D Attachment II -July Facebook Posts D Attachment III -Coastal Angler Ad � � 1 1 � t � � �o Vo cn V cn WA 0 LLI � e� a_ � o � CO) O � !!s '65 U) Fm�l U) 0 LU a � � O Q N T -7- i5 Ex LU OL 0 U) ,x Zaw WLnLn UJ m .s 1 a uj , 1-7 ICA � C O o r, ev G nA OQd &K V ] ' aae X Z c gar W C c n-151 y7 Lf)�f W J 1 a W Q �fsN � � c IJ, o E • ;11`s . u LU z s Lu E. tn m he -1 w.. W O Q LU lti,Y 1i 0. 0 u a �. lll >- LO n i Z "' . in �>:20'21 Gzu ]cre he Tu Jcth a"r� � s11 _ °pan E`er^.miss he ,nl: a 415 0 1-,,2021 L ?he ,'rsc Beaol P° ria€k—. - L„iz _. E v-pan n i 07,10,€2021 H ques:icns about& Boymon ( 4 2� -- _h Night NOa rket:7_ks. V �r 07,'K,2021 NI, _it Ph�irEa L u o rrsrcva ai h e 0 0 2021 Don't rrry sWexica.ra 7"= i,�" y",; 1 66K r.�. _ir,4�,_u t _Bc�°r:cn 0 1 f ,20 or s, .p done his W 'r c4 �. s.urdap and vi_.The Duk,_or f r 07,'-'&2G21 c021 r e Note:The nu0ucr 22.2'i k ' �f `, CRA hd�'i_org Board 1e eebre has L1: 7. 0 fr'i2021 sit „ =during Ir 0 ;2021 L;L t r mr r'o- ea r is Am- r herel 1: L 34 Vsit Bop.on__ach Liv_C_raer 3 2f,#2021 ?,_ our furry fria r,,Ecce atPq c r3 Lackie_Groom r0 Spm,'-,,, X2021 Crud ora nrs c r brL r.V 7 Sit ; - f, osk_s-ria:crsntc at 1002 c f;f 07,24;2021 Mark- s 0 ars kv k fro 0 c'2021he Request lor Fm aalE and � + m i3 , Eed-,vp_ Qui liffc,atu ar_for '15 N' ��„1 --4 07,22.2021 =V E r Einem -x_,-a_Arise: ' -- lo ,-r;frinesa v-1 1' 0 0 7,2 2021 Have y,,L,tr r a sus,l t tory �4, pF:• �... 'hes_are_s h�v€t_f asiis6e ai L1' _ 0 f.,,,20 1 Do.You scra,zmzo a:rear � L 445 -4 � 0 X2021 Rel RiwaIo Hers oau F r, 3 r. .ahopper lod#Veit trs Soyrion E � 071-7:2021 It B-;c-.-.00 c"in c,7 me fj I =,Rook..he;`sza VOa H bs here 11"M 4 3 0 °'72021 SpradtheyL,n€ Rcckrtne P1 izz472 Ow 17K fir_6 o y rl o n L, p,rn 5- 0 7,le C a.es t",=s7iage tom--,rrvvj RPM=4 Rock te ezla OT',--v2021 7aks a 1 W k at all The for sz. n-"4 Rook the P�-nza-One ts n€n OT 5v2021 The EC"yn-pr See& Mark= K 42 --o=-,�fing vendor spplG:,ator= OT`,, 2021 'a a5 ready ra Rc._k rriE P13zz,- 27Z 7 '.)rl-Boyrion this Satu r,�avO 3 OT C,2021 -49 -Lax at SaLr:Fys Rock t7e Rsz.-- 0 7 3 2021 7he Ek:,vntor Sea C R.A Board sn Z Meetip®viHl t-.kp plare yonight at 2, 07-12021 V yn,-h a oi_7 a d R c h a n ce tc,rYIn a. 7ol<6 R,=.Irnen-Goyrion 4-E=r--,h,F 0 7 ,,2.,2 0 2 1 vourv,reak siarrs=at Bond JWfr Ij StreetA'_and CoffpeJ 122C21 vour ra.Xlt and rvv=l.cr Lm 2 =:ven't�rz�v�ih 'S:uba 0T'3,2021 H a ve yc,i-�t r Dai I S c I R--k P-r-s r 443 refalafe I arra p? 7 07N,,,2021 7GI F Stz r:vour week=r at Evjepteoater 07!0®,2021 5a�c non,,3czept,r,wsrd I o r ED 4'�4 I.2K a p pfllrati��r for he E--,y ntx',Bea.- 4 0 v°2021 N lark-Y� r 0= r k v=-, P,�,Ynlor on 0TOT-2021 n orc-rg ai�cjr.d ta-,6 rr q - w4 4W= Cafe Fr.`rr-k'ies-has ys-covered, 4 07'0'�,2021 `,,op -v on„ on Crn-�7—Ersvj 2� '12 uj kk Fzoas7,,Ery to,s7,,ccK p on your 5 0TC(2.2021 Lr r.Sar.Li r:FY vae hnz-ts,:Ph RCC k 6 The Marina&Licnf`,�h DerW From 0 .-"2021 Sip he cooksr-tl=4 411 Y July 5 �D kA 4 c-,7 r�cder from,7 roy s:;a 3E-2 Like a Local I -A� M, • • • Boynton BOYNTON Harbor .BEACH CIV` �,' {�tt�, COMMUNITY REDEVELOPMENT AGENCY •: . Marina SHIP STORE & FUEL INFORMATION • 561-735-7955 735 CASA LOMA BLVD • BOYNTON BEACH 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.D. 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 and Reallocations $647,905 Grants Awarded since October 1, 2020 ($534,413) Remaining Fund Balance as of 8/5/21: $113,492 List of CRA Board approved Economic Development Program Grantees since October 1. 2020: s s s s d 't H. Longo Insurance 500 Gulfstream Professional Rent Associates, Inc. dba Boulevard Office Reimbursement $11,568 $5,784 Allstate Boardwalk Italian Ice 209 N. Federal Ice Cream Property $9,269 $8,635.73 & Creamery, LLC Highway Shop Improvement Saikrupa 1900, LLC 1900 N. Federal Motel Property $3,837.41 $3,837.41 dba Inlet Inn Motel Highway I mprovement Oak Mt. LLC dba ApexNetwork 906 S. Federal Medical Rent $15,000 $7,500 Physical Therapy Highway Office Reimbursement N&D Cafes, LLC dba Rent Tropical Smoothie 512 E. Woolbright Restaurant Reimbursement $71,000 $64,000 Cafe Road Property I mprovement Boynton Beach 1102 N. Federal Professional Property Office Condominium, Highway Office I mprovement $50,000 $0 LLC Tokio, Inc. 307 E. Woolbright Restaurant Rent $15,000 $6,042.80 Road Reimbursement Premier Medical 326 W. Boynton Medical Rent Center of Boynton Beach Boulevard Office Reimbursement $11,400 $4,750 Beach, LLC Raj Properties, Inc. 109 E. Boynton Commercial Property $23,057.67 $0 Beach Boulevard Plaza I mprovement AMS Acquisitions, 517 NE 5th Commercial Property LLC Avenue Building Improvements $21,205.80 $10,602.90 Loufranco 609 N. Federal Commercial Property Management Corp Highway Building I mprovement $8,930.40 $3,720.75 Rent Appliance King of 622 N. Federal Reimbursement Retail $15,000 $0 America, I nc. Highway Property I mprovement Yellowbeard, Inc. 1022 N. Federal Fish Market Property $50,000 Withdrawn Highway I mprovement Boynton Beach 1022 N. Federal Rent Seafood Company, Highway Fish Market Reimbursement $21,000 Withdrawn LLC Bud's Ventures, Inc. 509 E. Boynton Property dba Bud's Chicken & Beach Boulevard Restaurant I mprovement $50,000 $0 Seafood Boardwalk Italian Ice 209 N. Federal Ice Cream Property $1,569 $1,569 & Creamery, LLC Highway Shop Improvement Rent ManCave for Men 1513 S. Federal Barber Reimbursement $39,748 $0 Boynton Beach, LLC Highway Shop Property I mprovement 409 E A, LLC 409 N. Railroad Industrial Property $25,000 $0 Avenue Property I mprovement 410 E. Boynton Rent Aurora's Mexican Beach Boulevard, Restaurant Reimbursement $30,333.23 $0 Kitchen, Inc. Unit C Property I mprovement Patterson Plaza, 1815 S. Federal Commercial Property $17,535.98 $0 LLC Highway Property Improvement Rent AIMS Marketing 1600 N. Federal Professional Reimbursement Systems, Inc. Highway, Unit 12 Office Property $25,431.90 $2,171 1 mprovement Shade Tree Music 410 W. Industrial Music Rent $6,900 $0 Studio LLC Avenue, Unit 1 Studio Reimbursement Art-Sea Living, Inc. 412 E. Ocean Art Studio Rent $6,150 $1,025 Avenue, Unit 1 Reimbursement Go French Concept 410 E. Boynton Rent LLC dba Le Petit Beach Boulevard, Bakery Reimbursement $15,450 $0 Pain Unit A&B S. Solloway 1200 S. Federal Medical Property $11,500 $0 Acupuncture, P.A. Highway, Unit 202 Office I mprovement Shade Tree Music 410 W. Industrial Music Property $7,694.72 $0 Studio, LLC Avenue, Unit 1 Studio Improvement Pending Board Approval August 10, 2021 Studio Glo, LLC 413 S. Federal Hair Salon Rent $13,200 $0 Highway Reimbursement Stevo Inc., d/b/a Property CK's Lockshop & 301 SE 4th Street Services Improvement $22,632 $0 Security Center New Business Tax Receipts issued in July 2021 within the CRA boundaries: Urban Fadez, LLC 301 NE 10th Avenue Barber Shop Marie's Cuisine Restaurant, LLC 109 E. Boynton Beach Boulevard, Unit Carry-out F Restaurant A Taste of Africa Catering 411 S. Federal Highway Caterer Services Love for Childhood Behavioral 1210 S. Federal Highway Health Services A&D Tires Pro Shop, LLC 700 W. Industrial Avenue Tire Retail Bravo Security Services, LLC 400 S. Federal Highway Consultants FISCAL IMPACT: FY 2020 -2021 Budget, Project Fund, Line Item 02-58400-444, $402,113. March 9, 2021 Reallocation: $95,792 April 13, 21 Reallocation: $150,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action needed at this time unless otherwise determined by the Board. 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.A. SUBJECT: Consideration and Discussion of Fiscal Year 2021-2022 Project Fund Budget SUMMARY: The Boynton Beach CRA is a quasi-governmental, Special District operating under Title XI, Chapter 163, Part I I I of the Florida Statutes. The agency's annual financial operations run on a fiscal calendar beginning on October 1st and ending on September 30th of each year. The CRA does not obtain its revenue from charging an additional tax. The CRA receives its annual funding based on a percentage share of the existing ad-valorem property taxes paid to the City of Boynton Beach and Palm Beach County. The CRA's annual budget is comprised of three accounting funds: 1. The General Fund which contains the administrative, general operation, insurances, property maintenance and CRA/CRAAB and marina related items; 2. the Debt Service Fund which contains the CRAs financial debt obligations and encumbrances such as bond repayments and developer's tax increment funding agreements; and, 3. the Project Fund which contains all of the capital projects, development projects or initiatives, property acquisitions, local business grant programs or promotional events, as well as eligible innovative policing activities such as the Neighborhood Officer Program; At this first CRA budget meeting, the Board's FY 2021-2022 Project Fund budget allocation discussion will assist in identifying the priority projects for the upcoming fiscal year as well as deciding what funding amounts to provide to each proposed Project (see Attachment 1). The Project Fund and overall budget breakdown will identify bond debt obligations, existing tax increment revenue funding agreements obligations and available funding for priority projects, programs or funding requests such as but not limited to the Neighborhood Officer Police Program, District Improvement Projects, Business Development and Promotional Events and Marketing. The CRA's FY 2021-2022 Budget discussion will occur again at the CRA Advisory Board (CRAAB) meeting being held on September 2nd as well as the CRA Board's September 14th meeting. Final approval and adoption of the CRA's annual budget for Fiscal Year 2021-2022 by the Boynton Beach City Commission is anticipated to occur at their September 21, 2021 meeting. FISCAL IMPACT: To be determined based on Board discussion and action. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined by CRA Board based on discussion and direction. ATTACHMENTS: Description D Attachment I - Proposed FY21-22 Project Fund Budget O) O T LO LO O O 0 0 0 O CO le (D O co N O) N O 0 0 M O co W (p O) O T V N_ I- O r 0 0 O O N N 00 O M M O O I� a0 00 O WO M M LO LO O N r O O n M N Ln O V Ln LO LO I-- r- r- W N M LO M V h LL r r ER O M O O V N (D O N W CO O co LO r O O 00 CO r O N co L() O) O T 00 O 00 O ' ' W r- O O r N M O (D Ln 00 M O cr� N O Ln O r- Lq 4 (D O w m O V O O M 0 O 0 Cl) W N N O NN O N V V LO I,- N >- I� W (V (M Ln (6 V h LL r r ER O) O T O I- r- O M M r- O O N r M O Cl) M N LO O O N O LO Cl) O O O 00 Ln M O ' CO (C W M O V N N V O le M r V O M MM O N h (y (D O w � O (D O M O LO V co N r O n O O V N V LO r W } (D h N M LO M V (D LL r r ER (D O co 00 00 (D O O O O O O O O (D O co N M (D O (D O LO O N W Cl) I- O n Ln (C O r O) 0) O I- a0 N LO O Lq O O) O O O I- O 00 O [1- n N r O n V N I- O 0 O M [,- LO O T N N (:: N O) O O V V Ln I,- le } (D h N N LO M V (D LL ER O O Oo m R: OO O O O O O O pp r O O r N O M! O': O O O O O O O O O Ln co- co O LO O O O O O LO M ^ O O O VQ'. I- N O Ln O r - co' O co m co (O LO O LO O O r O CO O O V V LO 0 N C r w (V N -I:i r M Ni N Ln Lfl LO H�} El3 Ela H�} ff) fA E13'. Ela: fA fA fA fA fA fA Ef3 � O O) 00 I— M V (6 (6 (6 (6 (6 r_ cc a� � a c LL U) r —_ r T a) LL N N a) CL r a H N Q K CL W~ O 00 Q U 06 N O W uJ K 0) 00 LL of .Q- a� } O .� cc U) W °� c E o +' d m O o j i0 N in } a) 0 t) } (� m LCL ` Oc N E NVO O C. c a) m �'O a °S O(o CL .2 O O O o °c aaN cc O Q Q 0 o o o LL ao i LL 0 LO -0 LL } O r R - N Ln a) O F 0 a) R C LL m a N O 7 (O a) a) Lo V N — ami > W 5 c c ~ > R m m 0 LL ami a E ami L c } ~ p, c ami a w y U o o LO LL Z, E R c C. 2 a� 2 E U' N O O aEi � _ `6 O a� p m c " � E E o m p i r o m atS U) m 0 co o v c E O c o ami ° rn.� o R R a) aa)i ( °� o Q o H Co LL 0 Q Q m d > (n (n LL Lo 0 y N N V O O O O O O I- O O O N W O Cl) LD O O O O O CO N N (O O O V V N O O A I— r O O O O O O_ O O O r O O O M O .O c Nro V Lo O Cl) O O O V (O 0 0 0 O 0 O O N o V N (O O N O L() o O N V N M (O o OI O O O (h Lo o Ln N N o O r N N p c U o? N N o E o n o"o 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 69 0o N co N O N W f- O O O O O O co p I-- N N O r r M O w O O O O D oo O V r M O r O O O O EN E (p co oo N f- O N N N N N M LID R 7 r- M oo N N M N N f- N N N p N o LL LL 2 w N oo r V N r N N mR Cj N co Q N N D oo KLL W U as Q 0 AF� d » » » » » » » I » » » » » » » » » » » cfT cfT c o 0 E o Lo O o Lo A m o o N o o (7 Q >0 CO Lo N O O N CO V O O V V N O Z .O O y co I1 co O O Ln O co N O O O M O o O O A N N o m O O I— r O o o O o O Z A K y O N r O O Ln O r W O N Om o Ln R E W N M (O Lo Lo U N W O LL O R OD QN N LL m (A (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl (fl 69 U Z O J S Q > m d O O C O Z Z, o v v C O W wy w a .P 2 O L m o o c v w O Z U N N U W C C >O N C W O O d R O E Q U > N E N y c o LL O v > J c o Ln o N C (, n `O p o N `w�, y w O. C c A O O L F N y w 5 n y A o v O : w v E E o- D U r v ¢ U w ? O o y o v E A A LL p c o a y w A c u t A v n` y Oa. w v o IL a c x o m E m a y y A A E Q N o (V E C U d d M D U J O ' O E y N N C d R N O O C y n R W O N m O O. C U Y Z On ¢ y a` E U OI S O d y c u m n LL w o o f E y y ¢ (9 1 o N > v O O c E a y m(� m O 2 E > c rn K Y v O D d C 2 W o a ` N o m O o > N d N v w $ o a c w e o in N n o v w> 'y E c w` To D O K U A y o A O y 43 O O n wo w Y R o E w w w v No Y N fa m N- N M M ? d. U_ A Ol r E GC d' v°_ v°_ 'y o Ld v E i in w y 6 c E c o n E o p E Q Q °D c E Uv, o 'c c o c n t. y w O W U U L voi V)c N in v n A 'y O O v r v v w E o O'c o o o E v O W O d 4 D Q a0 ao 6 0 y o y w o o a A w Q -E y A A U Y p U v y E "o c o D D > fn n O O .y .y c w E o L E C C D U1 A > y O C w R of m A � '�'y O o O a w w LL J J O d R U pNp m 0 U U y W ` o O > > o C OI r O` o O Q v oc w ¢«a m ¢ ¢v 'x n n z u m m w w 'w 'w n o u > c c c c c m m m m 0 0 0 0 0 o r L L S S C o o o o o °' N m- aR m m m m m m m m x x; 3 3 3 3 3 3 3 3 3 3 3 � 2 o `o `o `o `o `o a o o N N N N N o o o o D D'. Yi Yi Yi L L Yi Yi Yi Yi Yi Yi U 2 2 2 2 2 m m m O LL W O O O O O O O O O O O 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.13. SUBJECT: MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update SUMMARY: Since approval of the Purchase and Development Agreement in September 2019 with Centennial Management Corp (CMC) for certain properties on Martin Luther King Jr. Boulevard (see Attachment 1), the following activities have occurred: • November 2019: CMC submitted its formal application to the Florida Housing Finance Corporation's 9% Low Income Housing Tax Credit Funding Program. • January 2020: CMC's application and the MLK Jr. Boulevard Corridor Redevelopment Project drew the #1 lottery position to receive a funding award. • April 14, 2020: CMC's funding application received final award approval from the Florida Housing Finance Corporation. • May 6, 2020: CRA staff and CMC staff met via video conferencing to discuss next steps and their 4/29/20 site plan items. • June 3, 2020: Further discussion between CRA staff and CMC concerning the development of the Project's design, the residential/commercial components, financial structure and items to be presented to the CRA Board at their June 9, 2020 meeting. • July-August 2020: Discussion between CMC and City staff concerning their site plan. • September 2020: CMC's formal site plan application has been submitted for review. • October 27, 2020: Project site plan appeared before the City's Planning & Development Board • November 4, 2020: The North and South Project Site Plan Applications were approved by the City Commission (see Attachments I I & 111). • March 9, 2021: CMC progress update to be given to CRA Board. • July 13, 2021:CMC submitted costs for Commercial Retail Component and discussed shortfall in the project of approximately$2.1 Million to Executive Director Simon • July 27, 2021: CMC met with CRA staff to review the shortfall and was advised to submit documentation detailing the request to the CRA Board at theirAugust 10, 2021 meeting • August 3, 2021: CMC met with City staff to discuss off-site infrastructure requirements for the project along MLK Jr. Blvd. • August 4, 2021: CMC submitted supportive documentation to CRA staff • August 5, 2021: CMC met with CRA and City management staff to go over documentation since there seems to be duplicative numbers. It was determined that a separate meeting was required to see if the City can assist in some of these improvements. • August 6, 2021: CMC resubmitted revised infrastructure costs CMC has indicated in their August 3, 2021 letter that there is a shortfall of approximately $4,903,049.54 as a result of rising construction costs, unexpected infrastructure improvements, and upgraded design features in the project (see Attachments IV-VI I I). After review of the costs, it is staff's opinion that it may be less that the indicated amount since $1,217,881 has been already allocated for the Commercial Retail Component in the CRA's FY 2020-2021 Budget and additional $631,853 is recommended for a total of $1,849,734 to be allocated to the Commercial Component of the Project. An additional $302,597 will be needed for the required $2,152,331 that was estimated by CMC for the Commercial Component. Under Section 20 of the Purchase & Development Agreement between the CRA and Centennial Management Corp. (CMC), the Seller and Purchaser may enter into a separate agreement establishing terms and conditions under which Seller may provide additional funding to Purchaser for costs associated with construction, operation and maintenance of the Commercial Component of the Project. CRA staff and CMC have begun to formulate the terms and conditions of the Commercial Component Agreement to be presented to the CRA Board for consideration and approval at a future meeting but will need input from the City for the revised additional costs presented by CMC (see Attachment IX). CMC also indicated that a $1,813,761 shortfall will be required for the Residential Component of the project due to a 20-30% cost increase in construction as a result of the COVI D-19 pandemic. These numbers are based on final construction costs from the Ocean Breeze East Project and CMC has provided cost breakdown of the design features that will be affected (see Attachments X -XIII Project Rendering and the Building Permit Plans for the Project). As a result, CMC is requesting that the Purchase and Development Agreement be amended to assist in the funding of these additional costs and will be at the August 10, 2021 CRA Board meeting to present this information, the project timeline moving forward, and answer any questions regarding the project. CMC will also be able to provide an update regarding the community space in Ocean Breeze East and the relocation of the NOP space to the MLK Jr. Boulevard Mixed Use Project. FISCAL IMPACT: Fiscal Year 2020-2021 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $1,217,881 CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: Additional funding request to be determined by the CRA Board based on availability of funding in FY 2021-2022 Budget. The Board may also consider the following options: 1. Approve additional funding for the project and direct staff to work with legal counsel to bring back an Amendment to the Purchase and Development Agreement or a separate funding Agreement such as a TI RFA Agreement. 2. Do not approve the additional funding for the project and request additional documentation from CMC after the proposed costs have been reviewed by City and CRA staff to minimize the requested additional costs. 3. Alternative direction based on further Board discussion. ATTACHMENTS: Description D Attachment IV -CMC's August 3, 2021 Additional Funding Request D Attachment V - FHFC Contract (Exhibit 1) D Attachment VI - MLK Jr. Blvd. Mixed Use Development Proforma submitted to FHFC (Exhibit 2) D Attachment VII - PBC Impact Fee Affordable Housing Assistance Program (IFAHAP, Exhibit 3) D Attachment VIII -8-4-21 Additional Cost Breakdown Spreadsheets (Exhibit 4) D Attachment IX -8-6-21 Revised Additional Cost Breakdown Spreadsheets (Exhibit 4) D Attachment - MLK Jr. Blvd. Mixed Use Development Southeast Building Building Permit Plans D Attachment XI - MLK Jr. Blvd. Mixed Use Development Southwest Building Building Permit Plans D Attachment XII - MLK Jr. Blvd. Mixed Use Development North Building Permit Plans D Attachment XIII - MLK Jr. Blvd. Mixed Use Development Project Renderings YVells Landing Apaaments LLC 7735 NFV.146 Street, Shite 306 Miami Lakes, Florida 33016 Tel: 305-821-0330 Fax: 305-821-0402 August 3, 2021 Thuy Strutt Boynton Beach CRA Re: Wells Landing Additional Cost Dear Thuy: The following is in response to your August 2 email: 1. Update of Progress • 4/22/20 We accepted an invitation to Credit Underwriting from FHFC • 7/8/20 Site plan application Pre-App meeting at City • 7116/21 Market study complete • 7/17/20 Preliminary allocation of tax credits • 7/29/20 Major Development Application submitted to City a 9/i/20 FY 2019 County Impact Fee assistance awarded 0 9/22120 Cariyover Agreement to allocate tax credits was signed with FHFC 0 9/28/20 Acquisition of lot from Sunny Side in Florida • 11/17/20 Development Order issued by City • 3/9/21 FY 2020 County Impact Fee assistance awarded • 3/22/21 Appraisal Complete • Building permit plan review ongoing • Construction bidding ongoing • Final credit underwriting pending building permits 0 Closing and construction start scheduled for September 2021 2. FHFC Contract • Carryover agreement attached(note that deadlines to close and start construction were extended to 9/30/21 Exhibit 1.) • Development cost pro forma as submitted to FHFC attached as Exhibit 2. Total Development Cost was budgeted at$30,136,638.00. The current budget after cost increases and additional features is $34,332,878.54, an increase of over$4,000,000. 3. Palm Beach County Impact Fee Waivers Carryover agreement attached(note that deadlines to close and start construction * 2019 IFAHAP award of$280,052 and 2020 IFAHAP award of$111,093 are attached as Exhibit 3 4. Site plan and renderings Provided separately in larger print 5. Infrastructure Improvements At our 8/2/21 meeting with Paola, Gary, Chris and Milot we resolved the drainage overflow question. However, we were asked to replace the valley gutter in MLK with Curb and gutter which would require the entire street to be reshaped which would be at an ADDITIONAL cost of approximately$548,979.65. It appears to us that this should have been suggested during site plan review. Summaries of added costs;I have prepared a cost analysis of the original number submitted to FHFC on November 6, 2019. We have encountered unexpected material cost increases over the past year and a half causing a $4,903,049.54 short fall in our original budget. The break down is detailed below -Total short fall: $4,903,049.54 -Committed fiords by CRA for Commercial Space not included in our original budget to FHFC: $(2,152,331.00) -Residential short fall due to material and decorative cost increase: $2,750,718.54 -Additional Site Work requested by Utilities Department: $548,979.65. See Exhibit 4 for details. Please let me know if you need any other information, Sincerely, Elizabeth Roque COQ Centennial Management Corp 7735 NW 146'Street Suite 306 Miami Lakes, Florida 33016 954-980-7507 cell Enclosures Exhibit 1: FHFC Carryover agreement Exhibit 2: Development Cost Budget Exhibit 3: 2019 IFAHAP award &2020 IFAHAP Award Exhibit 4: Summary of added cost with comparison of original numbers submitted to FHFC Exhibit 1 2020-369C/2020 Carryover Agreerr►ent Rage 1 of 9 FLORIDA,HOUSING FINANCE CORPORATION 2020 CARRYOVER ALLOCATION AGREEMENT This 2020 Carryover Allocation Agreement (Agreement) by and between Florida Housing Finance Corporation (Florida Housing) and Wells Landing Apartments LLC (Owner) constitutes an allocation of the 2020 Housing Credit dollar amount meeting the requirements of Section 42(h)(1)(E) and (F) of the Internal Revenue Code of 1986 as amended (Code). Unless otherwise specifically provided, this Agreement and the terms used herein shall be interpreted in a manner consistent with the requirements of Section 42 of the Code. In consideration of the conditions and obligations stated in this Agreement,Florida Housing and the Owner understand and agrec as follows: I Florida Housing has reviewed Request for Applications RFA 2019-114 filed by the Owner of Wells Landing. Based on the evaluation of the Development identified in the RFA,and the market study and credit underwriting analysis, Florida Housing and the Owner incorporate, by reference, the RFA into this Agreement. 2 The Owner acknowledges that all the terms, conditions, obligations, and deadlines set forth in this Agreement, the RFA and the attached Exhibits, together with those that are incorporated by reference, constitute material and necessary conditions of this Agreement, and that the Owner's failure to comply with any of such terms and conditions shall entitle Florida Housing, at its sole discretion, to deem the credit allocation to be cancelled. After any such cancellation, the Owner acknowledges that neither it, nor its successors in interest to tl►e Development, shall have any right to claim Housing Credits pursuant to this allocation. Florida Housing reserves the right, at its sole discretion, to modify and/or waive any such failed condition precedent. 3 This 2020 Housing Credit allocation is not to exceed an annual amount of$1,980,000.00 for the Development. Florida Housing Finance Corporation reserves the right to amend this Carryover Allocation Agreement when the final credit underwriting report is issued. If the final report recommends a lesser amount of housing credits, this agreement may be amended to reflect the lesser- amount. Costs will be further examined at the time of the Cost Certification. If the carryover housing credit allocation exceeds the amount for which the Development is determined by Florida Housing to be finally eligible, pursuant to Section 42(m)(2)of the Code, the amount of any such excess shall be returned to and recovered by Florida Housing. If the Development consists of more than one building,this Agreement constitutes an allocation of credit on a project basis to the Development in accordance with Section 42(h)(1)(F)of the Code. The address(cs)of the building(s) in the Development should be listed on Exhibit A,the Building Information Breakdown. This allocation is expressly conditioned upon satisfaction of tl►e requirements of Section 42(h)(1)(E) of the Code and upon the terms and conditions of this Agreement, 2020-369CJ2020 Carryover Agreement Page 2 of 9 4 The Owner certifies it is the legal owner of the Development and that the following information is true,accurate, and complete: a. Owner Name: Wells Landing Apartments LLC b. Taxpayer Federal ID##: 84-3654144 c. Owner Address: 7735 NW 146 Street, Suite 306 Miami Lakes,FL 33016 d. Development Name: Wells Landing On the N and S Side of E Martin Luther King Jr e. Development Address: Blvd.,E of Intersection of Seacrest Blvd. Also on NE 11 Ave at SW Corner of NE 1 St,all in Boynton Beach Boynton Beach, FL f. Florida Housing Development Number: 2020-369C g. Total Number of Units in Development: 124 (Includes market rate units,sett-aside units,and tull•thne cniployce units,) li. Total Number of Buildings: 4 i. Total Number of Qualified Residential Buildings: 4 (as defined at Section 42(hx I XExii)of the Code) j. Type of Construction: New Construction k. Demographie/Designation: Family 1. Minimum Set-Aside: 40% rr 60%AMI Percentage Number of m. Tota[ Set-Aside: of Units Units AMI% 10% 13 28% 90% 111 60% 50%of the ELI units will be set-aside for Persons with Special Needs n. Extended Use Period: The Owner has irrevocably waived the "option to convert" to market rents after year 14 and FURTHER COMMITS to an additional compliance period of 35 years (fifteen years plus 35 additional years totaling 50 years). 2020-369C/2020 Carryover Agreement Page 3 of 9 i. o. Development Features and Amenities: The Development will be constructed or rehabilitated in accordance with the RFA and shall provide at a minimum the Features, Amenities and Programs described in Exhibit B. After execution of this Agreement and prior to the effective date of the Extended Use Agreement, any proposed revisions to Exhibit B shall require the review of Florida I•Iousing staff, and if necessary, its credit underwriters. A $500 non-refundable processing fee will be required for each revision requested atter a final credit undertivriting report has been issued. 5 a. Site Control: (i) The Owner shall demonstrate to Florida Housing that it has satisfied the requirement of site control by including a copy of the recorded deed and closing statements, or a copy of the executed long term lease agreement, together with such other evidence or documentation that Florida Housing shall deem necessary. These documents are to be incorporated into the Agreement as an attachment to the Development's Legal Description, E,xhibit C. In addition, on or before 5:00 pill, September 22, 2020, the Applicant must submit a signed affidavit with the site control documents, if applicable, stating that tine development site and Development Location Point remain the same as stated in the Applicant's Application. If at any time prior to issuance of 8609s, the legal description of the development site has changed, the Applicant will be charged a $100 non- refundable processing fee and must notify FHFC Housing Credit staff of the change in writing. The notice of change to the development site must explain the reason for the change and must be accompanied by an affidavit from a Florida licensed surveyor certifying that(lie proposed legal description represents the same site as the original legal description. 1►u addition, if at any time prior to issuance of 8609s, the development site has changed (e.g., the site has increased or decreased in size, casements or deed restrictions have changed or been added, etc.), the Applicant will be cliarged a$500 non- reftndable processing fee and must notify FHFC FIousing Credit staff of tine change in writing. 'file notice of change to the development site must explain the reason for the change and, must be accompanied by an affidavit from a Florida licensed surveyor certifying that the Development Location Point has not moved, and must include evidence, either from a Florida licensed surveyor or a local zoning authority, that the change in the development site has not affected any zoning req uirenetits. (ii) To meet the Site Control requirement, the Owner certifies to Florida Housing that it owns the land on which the Developjuent is to be built, or that lire Owner is the Lessee under a lease of the land on which the Development is to be built and which has a term that does not expire prior to the expiration of the Extended Use Period. Site Control Election: Owner shall initial only one of the following: 2020-369C/2020 Carryover Agreemertt Page 4 of 9 �. I elect to nicet the Site Control requirement, upon the initial submission of this Agreement or . on or before March 31,2021 [n choosing this election, the Owner agrees to provide evidence of meeting the requirement as a supplement to (lie original Carryover Allocation Agreement without amending the original document. If you are unable to meet the deadline,you may request a one-tune extension to Florida Housing on or before 5:00 pm, March 31, 2021. Provided that an extension is granted, there will be a 55,000 non-refundable proeessing.fee, b. Cost Basis and Certification: The Owner certifies that it shall incur at least 10 percent of the reasonably expected basis (10% test) of the Development on or before March 31, 2021, The Owner shall indicate below whether it chooses to provide evidence that the 10% test has been nzet upon the initial submission of this Agreement or by March 31,2021. The Owner represents that its reasonably expected basis in the development (land and depreciable basis) as of December 31, 2022 is $ 2(o, e ( I , ale,, such that for purposes of the IO% test, it mast have a basis in the Development(land and depreciable basis)of at least$ 2, b $g , 1'1, 2- on or before March 3 I,2021. Cost Basis and Certification Election: Owner shall initial only one of the following: I elect to meet the 10%test requirement, upon the initial submission of this Agreement or on or before March 31,2021 In choosing this election, the Owner agrees to provide an updated Exhibit D as evidence of meeting the 10% requirement, This will be a supplement to the original Carryover Allocation Agreement without amending the original document. If you are unable to meet the deadline, you may request a one-time extension to Florida Housing on or before 5:00 pm, March 31, 2021. Provided that an extension is granted,there will be a$5,000 non-refundable processing fee. The Owner sltall submit the properly completed and executed Exhibit D as evidence that it has or has not met the 10%test requirement. Florida Housing's acceptance of any certification with respect to meeting the 10% test requirement, does not canstitute a representation as to the satisfaction of the requirements under Section 42(h)(1)(E) of the Code as binding on the part of the Internal Revenue Service. 2020-369C/2020 Carryover Agreement Page 5 of 9 f 6 The Owner acknowledges that all qualified buildings within the Development shall be placed in service on or before December 31, 2022. The final tax credit determination by Florida Housing cannot be made until such time as all buildings are placed in-service and the required Final Cost Certification has been submitted and approved by Florida Housing. Florida dousing shall not issue any partial final allocations. 7 The Owner acknowledges and agrees to submit to Florida Housing, in accordance with Rule Chapter 67-48, Florida Administrative Code: (i) the completed and required Progress Report form Q/M Report evidencing the progress of the Development by the 15th day of the month following the end of each calendar quarter, and(ii) the completed and required Final Cost Certification documents by the date that is 90 calendar days after all the buildings in the Development have been placed in service, unless an extension is granted. If a Progress Report extension is granted by Florida Housing, a non-refundable processing fee of$500 shall be charged to the Owner. if a Final Cost Certification extension is granted by Florida Housing, a non-refundable processing fee of $1,000 shall be charged to the Owner. In addition, the Owner acknowledges and agrees to commence construction on or before June 30, 2021. As proof thereof the Owner shall deliver to Florida Housing, on or before June 30, 2021, a copy of tine recorded Notice of Commencement from the Official Records of the applicable jurisdiction(s) relative to the subject Development. If you are unable to meet this deadline, you tnay request an extension to Florida Housing. If an extension is granted, a non-refcutdable processing fee of$10,000 shall be charged to the Owner. s The Credit Underwriting Report must be submitted no later than June 30,2021. If you are unable to meet this deadline, you may request an extension to Florida Housing. If an extension is granted, a non-refundable processing fee of$5,000 shall be charged to the Owner. Florida Housing will require the Owner to acknowledge and agree to close its tax credit partnership on or before June 30, 2021. As proof thereof, the Owner shall deliver to Florida Housing, on or before June 30,2021, a copy of its closed and executed partnership agreement. If you are unable to meet this deadline, you may request an extension to Florida Housing. If an extension is granted, a non-refundable processing fee of$10,000 shalt be charged to the Owner. The Owner acknowledges and agrees to develop and execute a Memorandum of Understanding, with at least one designated Special Needs Referral Agency by January 31,2021. As proof thereof, the Owner shall deliver to Florida Housing, on or before January 31, 2021 a copy of the fully executed Memorandum of Understanding. If you are unable to tneet the deadline,you may request an extension to Florida Housing. If an extension is granted, a,non-refundable processing fee of $5,000 shall be charged to the Owner. 2020-369C/2020 Carryover Agreement Page 6 of 9 In the event the Owner fails to comply with the above requirements, the Housing Credits allocated within this Agreement shall be deemed returned to Florida Housing pursuant to Section 42 (h)(3)(C) of the Code. Florida Housing, in its sole and absolute discretion, may extend the time for compliance with these requirements upon receipt of a written request from the Owner and if Florida Housing determines that tile, Owner is making a diligent effort to comply. 8 A tion-refundable administrative fee that is stated in the Preliminary Allocation Certificate must be paid to Florida Housing Finance Corporation by September 22, 2020. In the event the Owner fails to pay the above-referenced administrative fee ori or before 5:00 pm, September 22, 2020, the Housing Credits allocated within this Agreement shall be deemed returned to Florida Housing pursuant to Section 42 (h)(3)(C)of the Code. 9 Pursuant to Rule Chapter 67-53, the Owner sliall coordinate ~vitt the Development's assigned servicer, AmeriNat, LLC to have at least four on-site construction inspections at-the Owner's expense. The Owner shall insure that these inspections are conducted at different intervals during the construction period with one of the inspections conducted prior to the Development being 15% complete and one inspection conducted at construction completion. 10 The Owner acknowledges and agrees that Florida Housing shall further evaluate the Development, pursuant to Section 42(rn)(2) of the Code for a final housing credit allocation determination upon Final Cost Certification, when all buildings in the Development are placed in service. The Owner further acknowledges and agrees that, if the carryover housing credit allocation dollar amount, set forth in paragraph 3 of this Agreement, exceeds the amount for which the Development is determined by Florida Housing to be finally eligible, pursuant to Section 42(m)(2) of the Code, the amount of ally such excess shall be returned to and recovered by Florida Housing pursuant to Section 42(h)(3)(C)of the Code for reallocation as per the 2019 Qualified Allocation Plan. I I Upon the Owner's written notification to Florida Housing that the last building in the Development is placed in service, Florida Housing's receipt of evidence that all contingency items identified in the Credit Underwriting Report and this Agreement have been satisfied, and acceptance by Florida Housing of the Final Cost Certification documents which include but are not limited to: tine Final Cost Certification the monitoring fee documentation of the place-in-service date a copy of the Syndication Agreement disclosing the rate and all terms the required certified public accountant opinion letter an unrrrodified audit report prepared by an independent certified public accountant photographs of the completed development executed Extended Low-Income Housing Agreement IRS Tax Information Authorization Form 8821 for all Financial Beneficiaries if requested by the Corporation 2020-369C/2020 Carryover Agreement Page 7 of 9 Florida. Housing shall issue an Internal Revenue Service Form 8509 for each building, in accordance with the applicable federal law governing Housing Credit allocation under Section 42 of the Code and Florida Housing program rules. The Extended Low-income Housing Agreement, with respect to the Development, shall, incorporate the terms, conditions, and obligations undertaken by the Owner pursuant to paragraph 4 of this Agreement. 12 This Agreement does not in any way constitute a representation, warranty, guaranty, advice, or suggestion by Florida Housing as to the qualification of the Development for Housing Credits, or the financial feasibility, or viability of the Development. The Agreement shall not be relied on as such by any owner, developer, investor, tenant, lender or other person or entity for any reason. If and to the extent that the allocation made pursuant to this Agreement is determined to be invalid, due to an-error made by Florida Housing in determining its Housing Credit dollar amount for calendar year 2020, this Agreement shall be deemed to constitute a binding commitment on behalf of Florida Housing to allocate an equal amount of Housing Credits from its future Housing Credit Allocation Authority to the extent allowed by Section 42 of the Code. Such binding commitment shall, in all respects, be subject to the terms and conditions of this Agreement. 13 The Owner acknowledges and agrees to notify Florida Housing, in writing,.in the event of a sale, transfer, or change in ownership of the Development in accordance with Rule Chapter 67-48, Florida Administrative Code. 14 Amendments to this document may be made by Florida Housing only upon written request from the Owner and as Florida housing deems necessary. E 15 The date of this Agreement is the date it is executed on behalf of Florida Housing as shown on the execution page hereto. (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK-SIGNATURE PAGES TO FOLLOW) l 2020-369C/2020 Carryover Agreement Page 8 of 9 -_OWNER Acknowledged, agreed and aceeptyc? Owner: Wells Landi tier ts•LLC By: Siatu g ►e S v I/ S L-1 0 Typed of PL nted Nanie Title; l-1 C,y, _ Address: 7 -'�S N W l-1 L� Mie -t� LAV-E-,5 , C'L 33� ct Date: ©5' 2- Z6-2-, 0 STATE OF 0 COUNTY OF I\-V t~ The foregoing instrument was acknowledged before me by means of Q physical presence or 0 online notarization, this l. 2- day of s�50 ,20 Zo by t `�Vl S V, v t•J %vlto is ei_sonally known to me or who has produced _ _ as identification. [Notary Seal] Notary Public yO,tu, Notary Pu6i,c state of Ftotida Name typed,printed or stamped Maura Mesa Aty Commission GG 203,350 '�o,+• cxpres 12!11!2022 My Commission Expires: /-2- -::k.� 2020-369CJ2020 Carryover Agreement Page 9 of 9 { --FLORIDA HOUSING-- FLORIDA HOUSING FINANCE CORPORATION 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 By its execution of this Agreement, and based on the foregoing representations and obligations, Florida Housing issues to the Owner a Carryover Allocation of 2020 housing credits pursuant to Section 42(h)(1)(E)and (F) of the Internal Revenue Code, as amended,subject to the conditions elsewhere in this Agreement. FLORIDA HOUSING HAS RELIED UPON INFORMATION SUBMITTED TO IT BY THE DEVELOPIMENT OWNER IN ISSUING THIS CARRYOVER ALLOCATION. FLORIDA HOUSING MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE OWNER ER IS ELIGIBLE TO RECEIVE THE CREDIT STATED HEREIN. THE IN'T'ERNAL REVENUE SERVICE DETERMINES TAXPAYER ELIGIBILITY. Date: Marisa G.Button, Director of Multifamily Programs i Florida Housing Tax Identification Number. 59-3451366 STATE OF FLORIDA COUNTY OF LEON The foregoing instrument was acknowledged before me by means of❑ physical presence or ❑ online notarization, this day of ,2020, by Marisa G.Button,Director of Multifamily Programs of the FLORIDA HOUSING FINANCE CORPORATION,a public corporation,on behalf of the corporation. She is personally known to me. [Notary Seal] Notary Public Name typed, printed or stamped My Commission Expires: t i I EXHIBIT A BUIL,D1iYG BY BUILDIPIG BREAICDOIVN PROJECT NANIE: WellsLanding FILE NUMBER:2020-369C PROJECT ADDRES On the N and S Side of B,Martin Luther King Jr Blvd.,E of hitersection of Seacrest Blvd. Also on NE I I Ave at SW Corner of NE i St,all in Boynton Beach CITY,STATE,ZIP: Boynton Bcac FL BIN NUMBER INDIVIDUAL BUILDING ADDRESS AND ZIP CODE ExpectM HFC PROVIDES OR SITE DESCRIPTION(AS APPLICABLE) PIS Date On the N and S Sidc of E Nlartin Luther King Jr Blvd, E of Intersection of N Seacrest FL20-36901 .Blvd Also on NE Isi,All in Boyton Beach,Building 1 12/31/2022 On the N and S Side of E Martin Luther King Jr Blvd, F of Intersection of Ni Seacrest i FL20-36902 Blvd Also on NE 1st,All in Bolton Beach,Building 2 12/31/2022 On theN and S Side of Martin Luther King Jr Blvd, F of Intersection of Seacrest FL20-36903 Blvd Also on NE Ist,All in Boylon Beach,Building 3 12131/2022 On the N and S Side of E Martin Luther King Jr Blvd, E of Intersection of N Seacrest FL20-36901 Blvd Also on NE Isi,All in Boyton[leach,Building 4 12/3112022 ALTHOUGH CARRYOVER ALLOCATIONS ARE PROJECT-BASED,THIS BREA1001VN IS REQLIIRED FOR THE ASSIGNMENT OF BIR'NLti11BERS. THE PER-BUILDING CREDIT ALLOCATION IS NOTBINDING AT THE TIME OF FINAL,ALLOCATION. EXHIBIT"B" RFA 2019-114 t (WILLS LANDING/2020-369C) DESCRIPTION OF FEATURES AND AMENITIES The Development will consist of: 124 apartment units located in 4 mid-rise, 4 story residential buildings Unit Mix: Twenty-foul•(24)one bedroom/one bath units; Seventy-six(76) two bedroom/two bath units;and Twenty-foie•(24)three bedroorn/two bath units; 124 Total Units All units are expected to meet all requirements as outlined below. The Development is to be constructed in accordance with the final plans and specifications approved by tlrc authority having jurisdiction, and approved as reflected in the Pre-Construction Analysis prepared for Florida Housing or its Servicer, unless a change has been approved in writing by Florida Housing. The Development will conform to requirements of local, state &federal laws, rules, regulations, ordinances,orders and codes. All features and amcnities committed to and proposed by the Applicant that are not unit-specific shall be located on each of the Scattered Sites, or no more than 1/16 mile from the Scattered Site with the most units,or a combination of both. A. Federal Requirements and State Building Code Requirements for all Developments All proposed Developments must meet all federal requirements and state building code requirements, including the following, incorporating(lie most recent amendments,regulations and rules; o Florida Accessibility Code for Building Construction as adopted pursuant to Section 553.503, Florida Statutes; o The Fair Housing Act as implemented by 24 CFR 100; e Section 504 of the Rehabilitation Act of 1973'x; and e Titles lI and III of the Americans with Disabilities Act of 1990 as implemented by 28 CFR 35 *All Developments must comply with Section 504 of the Rehabilitation Act of 1973, as implemented by 24 CFR fart 8 ("Section 504 and its related regulations"). All Developments must nicet accessibility standards of Section 504. Section 504 accessibility standards require a minimum of 5 percent of the total dwelling units, but not £ewer than one unit,to be accessible for individuals with mobility impairments. An additional 2 percent of the total units, but not fewer than one unit, must be accessible for pet•sons with hearing or vision impairments. E EXHIBIT"B" RFA 200-1.14 (WELLS LANDING/2020-359C) DESCRIPTION OF FEATURES AND AMENITIES To the extent that a Development is not otherwise subject to Section 504 and its related regulations, the Development shall nevertheless comply with Section 504 and its related regulations as requirements of the Corporation funding program to the same extent as if the Development were subject to Section 504 and its related regulations in all respects.To that end,alt Corporation funding shall be deemed "Federal financial assistance"within the meaning of that term as used in Section 504 and its related regulations for all Developments. B. General Features The Development will provide the following General Features: • Termite prevention; • Pest control; • Window covering for each window and glass door inside each unit; o Cable or satellite TV hook-up in each unit and, if the Development offers cable or satellite TV service to the residents,the price cannot exceed the market rate for service of similar quality available to the Development's residents from a primary provider of cable or satellite TV; a Washer and dryer hook tips in each of the Development's units or an on-site laundry facility for resident use. If the proposed Development will have an on- site laundry facility, the following requirements must be met: o There must be a minimum of one Energy Star ecrtified washer and one Energy Star certified dryer per every 15 units. To determine the required number of washers and dryers for the on-site laundry facility; divide the total number of the Development's units by 15,and then round the equation's total up to the nearest whole number; and o At least one washing machine and one dryer shall be front loading to meet the accessibility standards of Section 504,which require a minimum of 5 percent of the total dwelling units, but not fewer than one unit, to be accessible for individuals with mobility impairments; and o If the proposed Development consists of Scattered Sites,the laundry facility shall be located on cacti of the Scattered Sites,or no niore than 1/16 mile from the Scattered Site with the most units, or a combination of both. • At least two full bathrooms in all 3 bedroom or larger new construction units; + Bathtub with shower in at least one bathroom in at least 90 percent of the new construction non-Elderly units; and 0 Full-size range and oven in all units. C. Required Accessibility Features, regardless of age of Development Federal and state law and building code regulations requires that programs, activities, and facilities be readily accessible to and usable by persons with disabilities. Florida EXHIBIT"B" RFA 2019-114 (WELLS LANDNG/2020-369C) DESCRIPTION OF FEATURES AND AMENITIES Housing requires that the design, construction, or alteration of its financed Developments be in compliance with federal and state,accessibility requirements. When more than one law and accessibility standard applies, the Applicant shall comply with the standard (20 10 ADA Standards, Section 504,Fair Housing Act, or Florida Building Code,Accessibility) which affords the greater level of accessibility for the residents and visitors. Areas required to be made accessible to mobility- impaired residents and their visitors, including those in wheelchairs, shall include, but not be limited to, accessible routes and entrances,paths of travel, primary function areas,parking, trash bins, mail and package receiving areas for residents,pool and other amenities, including paths of travel to amenities and laundry rooms, including washers and dryers, (1) Required Accessibility Features in all Units: a Primary entrance doors on an accessible route shall have a threshold with no more-than a '/2-inch rise; a All door handles on primary entrance door and interior doors must have lever handles; a Lever handles on all bathroom faucets and kitchen sink faucets; a Mid-paint on light switches and thermostats shall not be more than 48 inches ( above finished floor level;and a Cabinet drawer handles and cabinet door handles in bathroom and kitchen shall be lever or D-pull type that operate easily using a single closed fist. (2) All Family Demographic Developments must provide reinforced walls for future installation of horizontal grab bars in place around each tub/shower unit and toilet, or a Corporation-approved alternative approach for grab bar installation. The installation of the grab bars must meet or exceed the 2010 ADA Standards for Accessible Design. At the request of and at no charge to a resident household, the Development shall purchase and install grab bars around each tub/shower unit and toilet in the dwelling unit. The product specifications and installation must meet or exceed 2010 ADA Standards for Accessible Design. The Development shall inform a prospective resident that the Development, uponn a resident household's request and at no charge to the household,will install grab bars around a dwelling unit's tub/shower unit and toilet, pursuant to the 2010 ADA Standards. Ata minimum, the Development shall inform each prospective lessee by including language in the Development's written materials listing and describing the unit's features, as well as including the language in each household's lease. D. Required Green Building Features in all Developments (1) All units must have the features listed below: EXHIBIT`B" RFA 2019-114 (WELLS LANDING/2020-369C) DESCRIPTION OF FEATURES AND AMENITIES Y Low or No-VOC paint for all interior walls (Low-VOC means 50 grams per liter or less for flat; 150 grams per liter or less for non-flat paint); • Low-flow water fixtures in bathrooms--WaterSense labeled products or the following specifications: o Toilets: 1,28 gallons/flash or less, o Urinals: 0.5 gallons/flush, o Lavatory Faucets: 1.5 gallons/minute or less at 60 psi flow rate, o Showerheads: 2.0 gallons/minute or less at 80 psi flow rate; • Energy Star certified refrigerator; • Energy Star certified dishwasher; • Energy Star certified ventilation fan in all bathrooms; • Water heater minimum efficiency specifications: o Residential Electric: ■ Up to 55 gallons= .95 EF or 92 UBF; or ■ More than 55 gallons =Energy Star certified or ■ Tankless=Energy Star certified; o Residential Gas(storage or tankless/instantaneous): Energy Star certified, o Commercial Gas Water Heater:Energy Star certified; o Energy Star certified ceiling fans with lighting fixtures in bedrooms; • Air Conditioning(choose in-unit or commercial): o Air-Source Heat Pumps—Energy Star certified: ■ >8.5 HSP1~/>_1S SEER/>i12.5 EER for split systems ■ >_8.2 HSPF>15 S1EER/?12 EER for single package equipment including gas/electric package units o Central Air Conditioners—Energy Star certified: ■ >15 SEER/>!12.5 EER* for split systems ■ >15 SEER/>12 EER* for single package equipment including gas/electric package units. NOTE: Window air conditioners and portable air conditioners are not allowed. Package Terrninal Air Conditioners(PTACs)and Package Terminal Heat Pumps(PTElPs)are allowed in studio and I bedroom units; (2) This New Construction Dcvclopment commits to provide the following Green Building Certification Program: Leadership in Energy and Environmental Design(LEED); Florida Green Building Coalition(FGBC); X � ICC 700 National Green Building Standard(NOBS); or Enterprise Green Commcutities. EXHIBIT"B" RFA 2019-114 (WELLS L,ANDING12020-369C) DESCRIPTION OF FEATURES AND AMENITIES E. Resident Programs This Family Development will provide the following resident programs: (1) Adult Literacy—The Applicant or its Management Company must make available,at no cost to the resident, literacy tutor(s) who will provide weekly literacy lessons to residents in private space on-site. Various literacy programming can be offered that strengthens participants' reading, writing skills, and comprehension, but at a minimum, these must include English proficiency and basic reading education, Training must be held between the hours of 8:00 a.m. and 7:00 p.m.and electronic media, if used, must be used in conjunction with live instruction. If the Development consists of Scattered Sites, this resident program must be provided on the Scattered Site with the most units. (2) Employment Assistance Program—The Applicant or its Management Company must provide, at no cost to the resident,a minimum of quarterly scheduled Employment Assistance Program workshopshneetings offering employment counseling by a knowledgeable employment counselor, Such a program includes employability skills workshops providing instruction in the basic skills necessary for getting, keeping,and doing well in a job. The instruction must be held between the hours of 8:00 a.m. and 7:00 p.m. and include, but not be limited to, the following: Evaluation of current job skills; • Assistance in setting job goals; • Assistance in development of and regular reviewlupdate of individualized plan for each participating resident; Y Resume assistance; . • Interview preparation; and • Placement and follow-tip services. If the training is not provided on site,transpotlation at no cost to the resident must be provided. Electronic media, if used, must be used in conjunction with live instruction. (3) Financial Management Program—The Applicant or its Management Company shall provide a series of classes to provide residents training in various aspects of personal financial management. Classes must be held at least quarterly, consisting of at least two hours of training per quarter,and must be conducted by parties that are qualified to provide training regarding the respective topic area. If the Development consists of Scattered Sites,the Resident Program must be held on the Scattered Site with the most units. Residents residing at the other sites of a EXHIBIT`B" RFA 2019-114 (WELLS LANDING/2020-369C) DESCRIPTION OF FEATURES AND AMENITIES Scattered Site Development must be offered transportation, at no cost to there, to the classes. The topic areas must include, but not be limited to; Financial budgeting and bill-paying including training in the use of technologies and web-based applications; a Tax preparation including do's and don'ts,common tips, and how and where to file, including electronically; e Fraud prevention including how to prevent credit card and banking fraud, identity theft,computer backing and Avoiding common consumer scams; • Retirement planning& savings options including preparing a will and estate planning;and • Homebuyer education including how to prepare to bity a home,and how to access to first-time homebuyer programs in the county in which the development is located. Different topic areas must be selected for each session, and no topic area may be repeated consecutively. i Exhibit C Legal Description (Please attach a legal description of the property) DEVELOPMENT NAME: Wells Landing FILE NUI BER: 2020-369C PARCaL1, 1.a1 4,Btoek4,P.-kLM BRACH COUMRY CLUB BSTATI=S,sccordrr�q to the plat thueof,as recorded inPfal POok I I,Pape 43,of dto Fublta Recatds o fPairu BcacttCourtty,Florida t'ARCaL2; Lot 6,B1ock5,PALM BEACH COUMY CLUB 1:STAT1?S,according to The Pial th rcof,as recorded taPtat Book 11,Pspa43,of thoPubGo Recorrit of Palm Boacb County,Tlodda. PARCEr,3: Lot 7,Biock4,PALM BEA(_'ii 0oUN-1Ry CLUB QST ATFS,acsordi»g to ih-plat arcar,xs recor&4 lupi at Book 11,Page.43,of ft Poblio Records ofPatm Bo1ob Caanty,Pl"da, PARCFL 4: -Lot i2,Hlock4,PAI:1fI�}AtCOCfId7HY.�Li)Bf?SiArFS,ac�dingtotb plat thr<gairuordedlnPJal Book 11,Page 13,o£lhaFubliCRecordsofPalmBtAohCnunty,Plodda. Lots 6 and 7,In Block 1,of 7lle FRANK WEBER ADDITION TO 7HE TOWN OF BOYNTON BEACH.,according to the Plat thereof recorded in Plat Bonk 9,Page 3,of the Pubic )Iocordsof Paint Beach County,Florida. Lots 4,5, 8 and 9,Less the South 10 feet thereof,in Black 1,of The FRANK MBER ADDITION To THE704VN OF BOYNTON Bf:ACH.,according to the Plat thereof recorded I"Plat Book 9,Page 3,of the Pubic Records of palm(leach County,Fforida. Lots 5,S,8,9,10,and 13 in block 4,of PALM BEACH COUNTY•CLt1B ESTATES,according . to the Pat thereof recorded Irl Plai Book 11, Pa9e-43,'of-the Public Records of Palet Beach County,Florida. Lots 5, 9, 10,11, 12, and 13 In Block 5, of PALM REACH COUNTY CLUB ESTATES, according to Rhe Pat thereof recorded In Plat Book 11,Pago 43,of the Public Records of-Palm Beach County,Florida, Lot i,of MEEKS ADIX11 1N TO BOYNTON,according W the Plat thereof as recorded In Plat Hook 9,Page 54,of the Public Records of Palm Beach County,Florida. Lot 172,of ARDEN PARK Ap41710N To BOYNTON Fila,,accordirig to the Plat thereof as recorded in Plat Book 2,Page 90,of the Public Racords of Pairs Beach County,Florida. The Soulii 100 foot of the!Nest 5 reet of lot 20,and all of Lots 21 and 22,of RottERT WEtt$'SUBDIVISION,according to the Plat thereof,recorded in Plat hook 11,Page 56, of the Public Records of Pplrn Reach County,Florida,i_ESS the North 10 feet of tats 21 and 22,for road right-of•way purposes*conveyed to palet Beach County, Florida by Right•ot-Way Peed recorded November 2,1982,In Official Records Book 3817;Page EXHIBIT D, Page 1 t COST BASIS DOCUMENT DEVELOPMENT NAME: Wells Landing FILE NUMBER: 2020-369C .(TO-BE C0,11PLETED BY THE. TOTAL:ESTIMATED REASONABLY OIYrVGR'S CPA OR A7TORKE,Y) DEVELOPMENT COST EXPECTED BASIS'S CURRENT BASIS..- SOURCES ASIS..-SOURCES -- Investor's Capital Contribution (Syndication Proceeds) S 19,006,099.00 First Mortgage 10,410,000.00 - Second iyiortgage Grants 625,750.00 Owner's Contribution Olher: 94,789.00 Total Sources: 30,136,638.00 - USES Building or Land Acquisition Land $ 875,000.00 $ 875,000.00 $ 875,000.00 Building - Legal-Acquisition - Bttilding Reliab.or New Constr. Hard Costs $ 20,572,717.00 $ 18,162,717.00 S Construction Period Inlerest $ 883,500.00 $ 883,500.00 Demolition Site Work S Legal S 200,000.00 S 100,000.00 $ 24,369.30 Accounting S 49,600.00 $ 37,200.00 Arcltitectaral&Engineering S 545,600.00 S 545,600.00 $ 66,184.05 Surveying $ 30,000:00 $ 30,000.00 Environmental S 68,400.00 $ 68,400.00 $ 1,600,00 Appraisal S 15,000.00 S 15,000.00 Tax Credit Fees S 358,000.00 S - S - Development Fee S 4,036,087.00 S 4,036,087.00 Syndication Expenses $ - Consintction Loan Fees $ 279,000.00 S 279,000.00 Other. S 1,926,434.00 S 1,561,214.00 $ 11,314.58 TAXES&INSURANCE S 297,600.00 $ 297,600.00 $ i 1,402.16 Total Uses: $ 30,136,638.00 $ 26,891,318.00 979,870.09 SUN_MARY / Current Basis: $ 979,870.09 OWN&WNX. RE Reasonably Expected Basis: $ 26,891,318.00 Percentage Complete: 3.64% 91 O/2�OJO�"',`•' 305-821-0330 /TELEPHO'IE This farm may be signed by the Applicattt or designee ifsubmitting as /v;�etice� i10T nVI ,," t}ie 10%test, #•these figures are estimates for computation purposes only. For purposes or the 0urye r.lta firm Agreci xpnahty ex�ecled tresis" ( pursuant to Section 42(h)(1)(E)(ii)need not be the mica eligible basis and is computed for an entire project,ralltcr than building-by-building. EXHIBIT D, Page 1 COST BASIS DOCUMENT DEVELOPMENT NAME: Weiss Landing FILE NUMBER: 2020-369C (IO E CD�1fP1GTED BYTHE- TOTAL:ESTIMATED R1;ASOi4ABLY- - - - - 0MVER.'S.CPrI-OR if7TOMEYJ_ --DEVELOPMENT COST- - EXPEC-IIsDBASIS* _- CURRENTBA515 SOURCES - Investor's Capital Contribution 19,406,099.00 (Syndication Proceeds) $. -_ — First Mortgage 10,410,000.00 Second Mortgage - Grants 625,750.00 7 _ - - Owner's Contribution Other: 91,789.00 - - - - - Total Sources: 30,136>638.00 USES -_ Building or Land Acquisition Land S 875,000.00 S 875,000.00 S 875,000.00 Building Legal Acquisition S Building.Rehab.or New Constr. Har Costs S 20,572,717.00 S 18,162,747.00 S Construction Period Interest S 883,500.00 S 583,500.00 Demolition S - S - Site Work S - Legal S 200,000.0 $ 100,000.00 $ 24,369.30 Accounting S 49,600.0 S 37,200.00 Architectural&Engineering S 545,600.0 S 545,600.00 $ 66,184.05 Surveying $ 30,000.00 $ 30,000.00 Envirotnnental S 68,400.00 $ 68,400.00 $ 1,600.00 Appraisal $ 15,000.00 15,000.00 Tax Credit Fees S 358,000.00+ S - $ - Development Fee S 4,036,087.00 $ 4,036,087.00 Spidication Expenses S - Constutiction Loan Fees S 279,000.00 S 279,000.00 Other: S 1,926,134.00 S 1,561,214.00 $ 11,344.58 TAXES&INS NCE S 297,600.00 S 297,600.00 $ 1,402.16 Total Uses: I % 30,136,638.00 $ 26,891,318.00 ', 979,870.09 SUNMTARY Current Basis: - - 979,870.09 OWNER SIGNAT0RE Reasonably Expected Basis: 26,891,318.00 Percentage Complete: 3.64% 912212020`;.; ;;' '` _305 821-0330 IT %F. TELEPHONE This fort,,may be signed by the Applicant or designee if submitting nsevidence`QfNOT meeting fhe 10%test. these ligurts rue estimates for compulatiou purposes aniy. For purposes of the Caurybea Allocrtintr Agrecmcnl,yreasonabl}•expected basis" pursuant to Section 42(b)(1)(F)(ii)need not be the srune as eligible basis and is computed for an entire project,r rther than building-b)-building. I EXHIBIT E EXPLANATION OF CHANGES Development Name: Wells Landing File Number: 2020-369C If there are any changes in the project information from that submitted with the application, provide a detailed explanation/justification for the changes. These changes MUST be reviewed and approved by the Agency prior to execution of this Agreement. Check those items that have changed and explain changes in the spaces provided below. Attach supporting documentation as needed. Taxpayer Federal Identification Number Project Address Number of Units; Number of Buildings Set-Aside Elections Extended Use Period Project Amenities Tenant Programs Other: Numbers of floors per building-see below. Explanation of Changes: NUMBER OF BUILDINGS The proposed number of residential buildings is being changed from 4 to 3. The two buildings originally proposed on the north side of MLK Jr Blvd have merged to become one building in response to City plan revieiv comments and to better utilize available space. The unit count and unit mix remains unchanged and the DLP is still on the scattered site with the most units. NUMBER OF FLOORS Exhibit B states that all buildings will be floor stories. Two buildings(100 units)will be 4 stories and one building(discussed above)containing 24 units will be three stories. f we MAO housing affordable" ♦ FI rNda Housing 227 Nord`Bronough Street,Suite 5000 Tollohossee,Florida 32301 n n n c a C o r h o r d t i o n 850.488.4197 - Fax:850.488.9849 •www.Roridahousing.org i AFFIDAVIT CERTIFYING SITE CONTROL AND DEVELOPMENT LOCATION POINT Wells Landing 2020-369C STATE OF FLORIDA COUNTY OF lYlianti-Dade BEFORE ME, the undersigned authority, personally appeared Lewis V. Swezy ("Affiant"), who being by `rte first duly sworn,on oath,says: I. That this Affidavit is given on the personal knowledge of Affiant. 1 That Affiant is the Manager of Wells Landing Apartments LLC, a Florida limited liability company(the "Applicant"), and is authorized to make this Affidavit on behalf of the applicant entity of Request for Applications 2019-114/2020-369C(the"Application"). 3. Affiant certifies that the site for the development has not changed from that as submitted in the Application, or if it has changed such change will not have affected the scoring of the affiant's original application. 4. Affiant further certifies that the Developnient Location Point as defined in Rule Chanter Y7 4 F.A.C. and as stated within the Application remains the same. /rte Dated as of this 22nd_day of_September _2020. Nan : Lewis/, : �i ezy,in vidur i y,Affiant STATE OF Florida " COUNTY OF Miami-Dade The foregoing instrument was acknowledged before me by means of physicat presence or ❑ online notarization, this 22 day of ( 't ,20 2 y by ti w I S t', '-3 W 2}' who is personallyktro�vn tt3_It)e or who has produced as identification. [Notary Seal] Notary Public /tiz Ile- Sq Name typed printed or stamped ,pl oy, Rotary PuM State of F'- da � FAaura Mesa My Commission Expires: /aZ",--Z.ao-�� My Can mission W 283350 '�o�rfno Expifes 12`1112022 { 'Oil€] Scmlb,uovernl�r Eoord of Mc i-Icra:::on Lretreralnn.Cha'rn)un•ray Dubuque,Vice C-ho"rnan Pyan 8�.isen -IJocq FuAh; -Sondro Bnhom-Lolci.hcr Gnrr3rt-Cslab B'r.l Gulf;iurd Hwo!a"{ra "YriGa,Ex-Gck liv2 Urer-i r we moke housing effo(dable- FloridaHousing 227 North 8ronough Slreel,Suite 5000 • Tallahassee,Florida 32301 ❑ n o n e r 8 o r a t i o n 850.,488.4197 • Fox:850.488.9809 •�w�r noridahovsing.org i n C GROSS RENT FLOOR ELECTION In accordance with Revenue Procedure 94-57, the Internal Revenue Service will treat the Gross Rent Floor in Section 42(g)(2)(A)as taking effect on the date the Corporation initially allocates* housing credits to the building. However, the IRS will treat the Gross Rent Floor as taking effect on the building's placed-in- service date IF the owner designates that date instead and so informs the Corporation prior to the placed- in-service[late of the building. THIS IS A ONE-TINE ONLY,IRREVOCABLE ELECTION. The undersigned owner hereby makes the following election with respect to the Gross Rent Floor Effective Date for each building in the project designated below: On date of initial allocation (or determination) ® Oil placed-in-service date If the proposed p19jelt is t Y-exempt bond financed(as defined by the IRC), the IRS will treat the gross rent floor as tay116 effe t the date the Corporation initially issues a determination letter unless tine owner designates that thepl (-i1 ,service date should be used. 9/22/2024 Wells Landiny, wile., i' a Ire Date Project Name Lewis V. Swezy 2020-3690 Owner Name(Print or Type) Project Number THIS ELECTION MUST BE RECEIVED BY THE CORPORATION PRIOR TO THE PLACED-IN- SERVICE DATE OF ANY BUILDING IN THE PROJECT. RECEIVED BY THE FLORIDA HOUSING FINANCE CORPORATION (Date Stamp): f'.i n UsS snlie,Governer Con,l of 0,ec lQo:PQn M?Lc:fow ro,Chn frnon•Pay Uubvc;ue, Ch-i'tmcm P,/c,n iser.tnn•Donc.Eery!:,•San&a Ev)1,*ui+LeiTasGj Cr�Pn-Ccrbb •Mil Gu!Gfca._€ t14ro�s"Ire f`Frrg,Et93:�;ivo C-r�cfor we rnalce 227 North 8ronough Street,Suite 5000 •Tullohassee, €loridu 32301 Flor Hous'ps 850.488.4197 • Fax: 850.488.9809 + wymflor[dahousing.org i n a n c o C o r p o r a t i o n MEMORANDUM TO: 2020 Carryover Allocation Agreement Recipient FROM: Marisa O. Button, Director of Multifamily Programs DATE: September 15,2020 RE: Taxpayer Election of Applicable Percentage Pursuant to Section 42(b)(2)(A)(ii)of the Internal Revenue Code, a taxpayer may make an IRREVOCABLE election to lock-in the applicable percentage rate at the time a Carryover Allocation Agreement for tax credits is issued. In order to lock-in the rate All documentation must be for the month of: submitted by 5:00 PM on: September 2020 October 05,2020 If the deadlines listed above are not met,Florida Housing may not be able to complete the paper►vork necessary to secure your election. If the Owner makes no election, the applicable percentage for a building shall be that for the month in which the particular building is placed in service, Ror1 r,LS_Iritii,CiovGnSCr 0oc:rd of directors:lion I_I 31)Br,iron, Vica Cho:rracsr, Fyutr 5>:r..n;l•q:r+lr<rtl;�lr+.jr.;rzGcr Elnt',9st++T;rTn?it:r Cin:unCrr:�f •lii I f.iVi`ifofd HnatCl^]ray"?rica,c;cccrlF,r G'a�^icr we make housing affordable^ ---- -------- .- .- ----.-------_---'--.-----.-..___- F i Housing 227 Norlh 13ronourgh Street,Suile 5000 • Tallahassee,Florida 32301 ■ 850.488.4197 • Fax:850.488.9804 • wvrvr.floridahousing.org i n a n c o C o r p o r a t i o n TAXPAYER Et LRCTION OF APPLICAI3LE PERCENTAGE The "Owner" Wells Landing Apartments LLC The "Project" Wells Land ingf2020-369C Pursuant to Section 42(b)(1)(A)(ii) of the Internal Revenue Code(the"Code"), the Owner and the Florida Housing Finance Corporation ("Florida Housing")hereby enter into an agreement as to the housing credit amount allocated to the Project. This agreement represents an h-i-evocable election by the Owner to accept the credit rate chosen below and is dependent upon the issuance of a binding commitment for the allocation of housing credits from Florida Housing. The requirements of this action are set forth in Section 42(b)(1)(A)(ii)of the Code and are not those of Florida Housing or the State of Florida. CHOOSE EITHER OF THE FOLLOWING: ® If this box is checked, the Owner hereby irrevocably elects,pursuant to Section 42(b)(1)(A)(ii)(I) of the Code, to fix the applicable credit percentages) for each building in the development as the percentage(s)prescribed by the Secretary of the Treasury for the month of September, 2020, which is the month of the Carryover Allocation Agreement. Florida Housing and the Owner acknowledge that this agreement constitutes an agreement binding upon Florida Housing, the Owner and all successors in interest to the Owner as owners of the Development as the allocation of 2020 Housing Credit authority to the building(s)in the Development,subject to compliance by the Owner with the requirements of Section 42 of the Code and the additional requirements, if any,of Florida Housing. The undersigned hereby elects to accept the credit rate of 9%(70% present value credit)or %(34%present value credit)applicable only to the below identified development and building(s),as set forth in the Carryover Allocation Agreement of September,2020. -OR- If this box is checked, the Owner makes no election pursuant to Section 42(b)(1)(A)(ii) of the Code, and accordingly,the applicable percentage for a building shall be that for the month in which the particular building is placed in service pursuant to Section 42(b)(1)(A)(i)of the Code. :cur f7nSr ait::[icis'r,rru-,r En7l[f O}il'rG,]^.rs:?,.?n 1,ie?b6rcoori,Ch-,'anon•f oy r?vf?VCjI'.9.:rice Cna�rrZan fry.an aitao; •U:€nom Eat�l�•�rrcua E?"3 torn•L3fcitiic€G'rcor-Cobb •bl!I tLorcl hiaruS.i"7r6 "Friofr,E=i6i.lts':6 G'r.�cicr j J I BY: �� j'J '' 9/2212020 Signature o , ti'vn Date Lewis V. Name? �y e of rriitit) Managr,Wells Landing Apartrments LLC Title Development Name: Wells Landing Development Number: 2020-369C Type of Building(s)): New Conshvction STATE OF Florida COUNTY OF Miami-Dade The foregoing instrument was acknowledged before me by means of®-Physical presence or ❑ online notarization, this Z2 day of 5�'F�i ,2020 by LCw L S V. who is personally known to ine�or who has produced as identification. r [Notary Seal] Notary Public 6ta�raq �f�s� .At+ty Notary PUbi4a skate of FIorwa k; Maura mesa Name typed,printed or stamped v r,1y commiss'w. GG 283350 Of p41' Expires 12111 r2022 My Commission Expires: Received and Accepted: Date Marisa G. Button, Director of Multifamily Programs Florida Housing Finance Corporation ti — F.un DA-wlk,r3nvr,r,u r Board R. n Chiba a=n.crla irnun+Puy MAuque.VIC&cht"In}an l:ti-cr;r E;-"won•T',c.1nr Et�rrto+Sunckcs Fnhom+Lofti lin Gtoen-Gahb +8M Gv!T;Tcrcl Itcrol}'7rci•' Prices.E,� uti•;e D'reclor Exhibit 2 RFA 2019-114 DEVELOPMENT COST PRO FORMA (Pape 1 of 81 NOTES: (1) Developer fee may not exceed the limits established in Rule Chapter 67-48,F.A.C.,or this RFA. Any portion of the fee that has been deferred must be included in Total Development Cost. (2) When Housing Credit equity proceeds are being used as a source of financing,complete Columns 1 and 2. The various FHFC Program fees should be estimated and included in column 2 for at least the Housing Credit Program. (3) General Contractor's fee is limited to 14%of actual construction cost(for Application purposes,this is represented by A1.1.Column 3),rounded down to nearest dollar.The General Contractor's fee must be disclosed. The General Contractor's fee includes General Conditions,Overhead,and Profh. (4) ForApplication purposes,the maximum hard cost contingency allowed cannot exceed 5%of the amount provided in column 3 for A1.3.TOTAL ACTUAL CONSTRUCTION COSTS for Developments where 50 percent or more of the units are new construction. Otherwise the maximum is 15%. The maximum soft cost confintengy allowed cannot exceed 5%of the amount provided in column 3 for A2.1 TOTAL GENERAL DEVELOPMENT COST. Limilationsonthese contingency line hems post-Application are provided in Rule Chapter 67-48,F.A.C.(if applicable)and this RFA. (5) Operating Deficit Reserves(ODR)of any kind are not to be included in C.DEVELOPMENT COST and cannot be used in determining the maximum Developer fee. In addition,an ODR is not permitted in this Application at all. If one has been included.H will be removed by the scorer,reducing total costs. However,one may be included during the credit underwriting process where it will be sized.The final cost certification may Include an ODR,but H cannot exceed the amount sized during credit underwriting. (6) Although the Corporation acknowledges that the costs listed on the Development Cost Pro Forma,DetaiVExplanation Sheet, Construction or Rehab Analysis and Permanent Analysis are subject to change during credit underwriting,such costs are subject to the Total Development Cost Per Unit Limitation as provided in the RFA,as we#as the other cost limitations provided in Rule Chapter 67-48,F-A.C.,as applicable. USE THE DETAILIEXPLANATION SHEET FOR EXPLANATION OF'ITEMS. IF ADDITIONAL SPACE IS REQUIRED,ENTER THE INFORMATION ON THE ADDENDA LOCATED AT THE END OF THE APPLICATION. What was the Development Category of the Proposed Development: New Construction(wl or vilo Acquisition) Indicate the number of total units in the proposed Development: 124 Units 1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS DEVELOPMENT COSTS Actual Construction Costs Accessory Buildings Demolition New Rental Units 14,656,000.00 1,280,900.00 16,936,900.00 'Off-Site Work(explain In detail) Recreational Amenities Rehab of Existing Common Areas Rehab of Existing Rental Units Site Work 700,000.00 550,000.00 1,250,000.00 'Other(explain in detail) A1.1. Actual Construction Cost $ 16,366,000.00 11830,900,00 $ 17,186,900.00 AlZ General Contractor Fee"""'(3) (Max.14%of A1.11.,column 3) 2,149,839.00 $ 256,326.00 $ 2,406,165.00 A1.3. TOTAL ACTUAL CONSTRUCTION COSTS $ 117,606,839.00 $ 2,087,226.00 $ 19,593,065,00 A1.4. HARD COST CONTINGENCY S°o Hole(4) $ 979,652.00 $ 979,652.00 RFA 2019-114 DEVELOPMENT COST PRO FORMA (Page 2 of 89 1 2 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS General Devefopment Costs Accounting Fees ----37,2W00 12,400.00 49,600.00 Appraisal 15,000,00 15,000.00 Architects Fee-Site/Building Design 248,000.00 248,000.00 Architect's Fee-Supervision 148,800,00 148,800.00 Builder's Risk Insurance 124,000.00 124,000.00 Building Permit 280,000.00 280,000.00 Capital Needs Assessment 5,000,00 6,000.00 Engineering Fees 148,800.00 148,800.00 Environmental Report 10,000,00 10,000.00 FH FC Administrative Fee s""(2) 180,000.00 180,000.00 FH FC Application Fees"Note(2) 3,000.00 3,000.00 FI-IFC Compliance Fee see(4010 t2) 155,000.00 155,000.00 FHFC PRL/Credit Underwriting Fees see"ae20,000.00 20,000.00 Green Building Certification/ HERS Inspection Costs 43,400.00 43,400.00 *Impact Fees(list In detail) 832,000.00 832,000.00 Inspection Fees 31,000.00 34,000.00 Insurance 148,800.00 148,800.00 Legal fees 100,000,00 100,000.00 200,000.00 Market Study 10,000.00 10,000.00 Marketing/Advertising 50,000.00 50,000.00 Property Taxes 24,800.00 24,800.00 Soil Test Report 25,000.00 25,000,00 Survey 30,000.00 30,000.00 Tenant Relocation Costs 0.00 0.00 Title Insurance&Recording Fees 111,600.00 111,600.00 Utility Connection Fee 281,614.00 281,614.00 *Other(explain in detail) A2.1. TOTAL GENERAL DEVELOPMENT COST 2,645,014.00 530,400,00 $ 3,176,414.00 A2.2. SOFT COST CONTINGENCY 158,770.00 $ 168,770.00 RFA 2019-114 DEVELOPMENT COST PRO FORMA (Page 3 of 8) 1 2 3 HC ELIGIBLE HC INELIGIBLE TOTAL COSTS COSTS COSTS Financial Costs Construction Loan Origination/ Commitment Fee(s) 27S,0WOO 279,000.00 Construction Loan Credit Enhancement Fee(s) Construction Loan Interest 883,500.00 883,600.00 Non-Permanent Loan(s)Closing Costs Permanent Loan Origination/ Commitment Fee(s) 156,150.00 156,160.00 Permanent Loan Credit Enhancement Fee(s) Permanent Loan Closing Costs Bridge Loan Origination] Commitment Fee(s) Bridge Loan Interest *Other(explain in detail) A3. TOTAL FINANCIAL COSTS $ 1,162,600.00 156,150.00 1,318,650.00 ACQUISITION COST OF EXISTING DEVELOPMFNT(excluding land) Existing Building(s) *Other(explain in detail) B. TOTAL ACQUISITION COSTS OF EXISTING DEVELOPMENT(excluding land) $ $ $ C. DEVELOPMENT COST $ 22,293,005.00 $ 2,932,646.00 $ 25,225,551.00 (A1,3+AI.4+A2.1+A2.2+A3+B) Developer Fee Developer Fee on Acquisition Costs Developer Fee on Non-Acquisition Costs 4,036,087.00 4,036,087.00 D. TOTAL DEVELOPER FEE 4,036,087.00 $ $ 4,036,087.00 E. OPERATING DEFICIT RESERVES-lee Now($I $ $ $ F. TOTAL LAND COST $ 875,000,00 $ 875,000.00 G. TOTAL DEVELOPMENT COST Seet4ot"') $ 26,329,092.00 $ 3,807,646.00 $ 30,136,638.00 (C+D+E+F) RFA 2019-114 DEVELOPMENT COST PRO FORMA tPage 4 of I Detail/Explanation Sheet Totals must agree with Pro Forma. Provide component descriptions and amounts for each item that has been completed on the Pro Forma that requires a detailed list or explanation. DEVELOPMENT COSTS Actual Construction Cost fas listed at Item Al.) Off-Site Work: Other: General Development Costs (as listed at Item A2.) Impact Fees: County Impact Fees Parks:$44,150, Building& $20,450 Schools: $334,100 Road .�363,3E City of Boynton Beach Impact Fees: Parks:$70,000 Other: Financial Costs (as listed at Item A3.) Other: Acquisition Cost of Existing Developments faslisted at Item B2.) Other: NOTES: Neither brokerage fees nor syndication fees can be included in eligible basis. Consulting fees,K any,and any financial or other guarantees required for the financing must be paid out of the Developer fee.Consulting fees include,but are not limited to,payments for Application consultants,construction management or supervision consultants,or local government consultants. RFA 2019-114 DEVELOPMENT COST PRO FORMA (Page 5 of CONSTRUCTION/REHAB ANALYSIS AMOUNT LENDER[TYPE OF FUNDS A. Total Development Costs $ 30,136,638.00 B. Construction Funding Sources: 1. First Mortgage Financing $ 18,600,000.00 Regulated Mortgage Lender 2. Second Mortgage Financing $ <select from menu> 3. Third Mortgage Financing $ <select from menu 4. Fourth Mortgage Financing $ <select from menu> 5, Fifth Mortgage Financing $....... <select from menu> 6. Sixth Mortgage Financing $ <select from menu> 7. Seventh Mortgage Financing $ <select from menu> & Eighth Mortgage Financing $ <select from menu> 9. Ninth Mortgage Financing $ <select from menu> 10. Tenth Mortgage Financing $ <select from menu> 11. HC Equity Proceeds Paid Prior to Completion of Construction which is Prior to Receipt of Final Certificate of Occupancy or in the case of Rehabilitation,prior to placed-in service date as determined by the Applicant. $ 7,602,440.00 12. Other: Loca9 Gov Area of Opp.Grant $ 625,750.00 13, Other: $ 14. Deferred Developer Fee $ 4,000,000.00 15. Total Construction Sources $ 30,828,190.00 C. Construction Funding Surplus (B.15.Total Construction Sources, less A.Total Development Costs): $ 691,662.00 (A negative number here represents a funding shortfa!1Q Each Attachment must be listed behind its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. RFA 2019-114 DEVELOPMENT COST PRO FORMA (page 6 of 8) PERMANENT ANALYSIS AMOUNT LENDERITYPE OF FUNDS A. Total Development Costs $ 30,136,638.00 B. Permanent Funding Sources: 1. First Mortgage Financing $ 10,410,000.00 Regulated Mortgage Lender 2. Second Mortgage Financing $ <select from menu> 1 Third Mortgage Financing $ <setect from menu> 4. Fourth Mortgage Financing $ <select from menu> 5. Fifth Mortgage Financing $- <select from menu> & Sixth Mortgage Financing $ <select from menu> 7. Seventh Mortgage Financing $ <select from menu> 8. Eighth Mortgage Financing $ <Select fforn rnenu> 9. Ninth Mortgage Financing $ <select from menu> 10. Tenth Mortgage Financing $ <select fronn menu> 11. HC Syndication/HC Equity Proceeds $ 19,006,099.00 12. Other: t-ocal Gov Area of Opp. Grant $ 625,750.00 13. Other: $ 14. Deferred Developer Fee $ 4,000,000;00 15. Total Permanent Funding Sources $ 34,041,849.00 C. Permanent Funding Surplus (BA5.Total Permanent Funding Sources, less A.Total Development Costs): $ 3,905,211.00 (A negative number here represents a funding shortfall.) Each Attachment must be listed behind its own Tab, 00 NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. RFA 2019-114 DEVELOPMENT COST PRO FORMA (Page 7 of 81 The intent of this page is to assist the Applicant in determining a TDC PU Limitation for the proposed Development and comparing it to the appropriate RFA's TDC PU Limitation. The accuracy of the comparison is dependent upon the accuracy of the inputs and Florida Housing takes no responsibility in any programing errors. FHFC Wq not use this page to score TDC PU Limitation c4ileria. If FHFC makes any adjustments to the Applicant's data or assumptions,FHFO's TDC PU for Limitation purposes of the proposed Development or the TOO PU Limitation determined by FHFC maybe dWerent than the amounts provided belovi. Please read the RFA for qualifying responses and definition of terms, This table is optional and its use is at the sole discretion of the Applicant. Applicant is responsible to verify and be in compliance with all aspects of the Application to meet RFA criteria. TDC PU LIMITATION ANALYSIS Not in South Florida,New Construction, Mid-Rise,ESSC. In which county is the proposed Development to be located? Palm Beach (Large County) You have indicated above on row 32 that the Development Category of the Proposed Development is....................... ....... New Construction(wl or w/o Acquisition) What is the proposed Development's Development Type? Mid-Rise Does the proposed Development qualify as Enhanced Structural Systems Construction(ESSC)? Yes The TDC PU Base Limitation for the above defined Development is.......,.. $282,200 Does the proposed Development qualify for any of the following TDC PU Add-Ons or Multipliers? Choose all that apply. 1. (a)PHA is a PrincipaVAMliate Add-On... ....... ........................ No (Select one or no (b)Requesting HOME funds from FHFC Add-On...................... option,as applicable) (c)Requesting CDBG-DR funds from FHFC Add On................. 2. Tax-Exempt Bond Add-On....... ....... ................ (Select if applicable) 3. (a)North Florida Keys Area Multiplier. ... ...... ...... ........... (Select One option if (b)South Florida Keys Area Multiplier................ ................. applicable) 4. (a)Persons with Developmental Disabilities Multiplier...................ff (b)Persons with a Disabling Condition Multiplier................. (Select one or no (c)Persons with Special Needs Multiplier....... .............. ............ option,as applicable) (d)Homelss Demographic Multiplier............,............ .... ffs/ 5, Elderly ALF Multiplier.......... ........... No (Select if applicable) 6. (a)Less than 51 units Multiplier*....... ......... ............... (Select one option if (b)More than 50 units,but less than 81 units Multiplier*...... applicable) 'For 9%HC Permanent Supportive Housing RFAs only, The proposed Development must be new construction to quaW as well as not being located in Monroe County. The final overall TDC PU Limitation for the above defined Development is.. $282,200.00 Derivation of the TDC PU of the Proposed Development for Limitation purposes: Total Development Costs(Line G.,column 3) $30,136,638.00 Less Land Costs(Line F.,column 3) $875,000.00 Less Operating Deficit Reserves(Line E., column 3) $0.00 Less Demolition and Relocation Costs,if applicable $0,00 TDC of the proposed Development for Limitation Purposes: $29,261,638.00 TDC PU of the proposed Development for Limitation Purposes: $235,980.95 Is the proposed Development's TDC PU for Limitation purposes equal to or less than the TDC PU Limitation provided in the RFA?.................. Yes RFA 2019-114 DEVELOPMENT COST PRO FORMA (Page a of al The intent of this page is to assist the Applicant in determining the overall Average Median Income for the proposed Development when the Development is located in Bay or Leon County and the Applicant desires to select the Average Income Test for the minimum set-aside commitment for Section 42 of the IRC. This portion of the Development Cost Pro Forma is to assist the Apprtcant in understanding some of the variables involved when selecting Average Income lest as the minimum housing credit set-aside offered in the RFA. The data entered below will not be used to score the Application. The entries belo,v will not be used to establish the Applicant's set-aside commitment for Appkallon purposes. This is to be used as a tool to assist the Applicant in salecung appropriate set-as-de commitments in the Application. The accuracy of the table is dependent upon the accuracy of the inputs and Florida Housing takes no responsibility in any programming errors. This table is optional and its use is at the sole discretion of the Applicant. Applicant is responsible to verify and be in compliance with all aspects of the Application to meet RFA criteria. INCOME AVERAGING WORKSHEET AMI Set-Aside #of Units %of Units 20% 0.00% (EU Designation) 30% 0.00% 40% -- 0.00% 50% 0.00% 60% 0.00% 70% 0.00% 80% 0.00% Total Qualifying Housing Credit Units 0 0.00% (This should match the HC Set-Aside Commitment in the Application) Market Rate Units 0.00% Total Units 0 0.00% Average AMI of the Qualifying 0.00 Housing Credit Units f Exhibit 3 NQ C101 c September 1, 2020 ray Paul [Tilton Wells Landing Aparirrients, 1.1-0 7735 NW 146) Street, Suite 30E2 Miami Lakes, FL 33016 RE: 2019 IFAHAP NOFA/Wells Landing Apartments Department of Housing&Economic Dear Mr. Bilton: sustainability Strategic Plartninb Thank you for your application to the 2019 Impact Fee Affordable Housing Assistance Program (IFAHAP) for the Wells Landing Rental Apartment 100 AuslraLian Avenuc-Saite,!sao project to be located in Boynton Beach. Applications were date/tire stamped West Palm Beacrr,F'L33406 when received. Eligible and responsive applications are considered for funding in the order received, subject to funding availability. Your application was (561)233-3600 determined responsive to the NOFA, and IFAHAP funding is available. Your application requested IFAHAP funding as follows: Roads Zone 4 Parks Zone 2 Public Building Palm Beach County $342,693 $42,155 $19,362 Board of County Commissioners IFAHAP funding is available to fund your application as follows: Dave Kerner,Mayor Roads Zone 4 Parks Zone 2 Public Building Robert S.Weinrotb, $230,764 $29,926 $19,362 Vice Mayor Hal R.Valeche Please contact the PBC Impact Fee Manager, Willie Swoope Gregg KWeiss (wsvdoope@,fLbcgov.oro to confirm the estimate of impact fees to be assessed on your project. Mary Lou Berger Melissa McKinlay Be advised that the IFAHAP funding award to your project must be approved by the Board of County Commissioners prior to March 11 2021. You will have two Ruck Bernard (2) years from date of Board approval to utilize the IFAHAP assistance. Please contact Michael Sklar, Senior Planner, at (561) 233-3623 or msklar(c-)pbcgov.of-q to discuss scheduling Board approval. Thank you, County Administrator Sincerely, Verdenia C.Baker J nathan Brown, Director "An Equal Opportrmity Housing and Economic Sustainability Affirmative Action Employer" Cc: Willie Swoope, Impact Fee Manager, PBC Sherry Howard, Deputy Director, DHES Carlos Serrano, SPO Director, DHSS 5:12019-2011FAHAPIFY20191Applications\Welis Landing Apart ments\Lette r _ Responsive,Wells Landing.doc March 9, 2021 Paul Bilton Wells, Landing Apailinents, LLG 7735 NW 146 Street, : uitG 306 Miami Lakes, FL 33016 RE: 2020 IFAHAP NOFA 1 Wells Landing Apartments Department of Housing& Economic Dear Mr. Bilton: Sustainability Thank you for your application to the 2020 Impact t=ee Affordable Housing Strategic Planning Assistance Program (IFAHAP) for the Wells Landing Rental Apartment 100ArrsiralianAverme-Snite4500 project to be located in Boynton Beach. Applications were date/time stamped Vest Palm Reach,FL 33406 when received. Eligible and responsive applications are considered for funding in the order received, subject to funding availability. Your application was (561233-3600 deformined responsive to the (SOFA, and IFAHAP funding is available. CVl]I/h E'C Your application requested IFAHAP funding as follows: Roads Zone 4 Parks Zone 2 Public Building Palm Beaelr County $100,213 $11,443 $ - BoniA of County Commissioners IFAHAP funding has been reserved for your application as follows: Dave Kerner,Mayor _ Roads Zone 4 Parks Zone_2 Public Building Robert S.Wchirotlr, Vice Nlayor $100,213 $19,443 $ - Maria\Marino Please contact the PBC Impact Fee Manager, Derrek Moore Gregg K.Weiss Please to confirm the estimate of impact fees to be assessed on Maria Sachs your project. Melissa McKirflay Be advised that the IFAHAP funding award to your project must be approved by Mack Bernard the Board of County Commissioners prior to March 17,-2022. You will have two (2) years from date of Board approval to utilize the IFAHAP assistance. Please contact Michael Sklar, Senior Planner, at (561) 233-3623 or msklarP_pbcgoy.org County Administrator to discuss scheduling Board approval. Thank you. Verdenia C.Baker I Incerely, Jonathan Brown, Director "An Equal Opportunity Housing and Economic Sustainability Affrrrnative Aclion Employer" i CC' Derrek Moore, Impact Fee Manager, PBC Sherry Howard, Deputy Director, DHES Carlos Serrano, SPO Director, DHSS SA2020-21VAHAPTY 20201ApplicationsMells LandinglLetter -Responsive,Wells Landing.doc Exhibit 4 WELLS LANDING : COMMERCIAL RETAIL SPACE: Construction Cost Breakdown TASK : Quantity Unit Unit/price TOTAL COST 1.CONCRETE SHELL STRUCTURE BID $ 840,685.00 2.Waterproofing Walls on First Floor&Foundation BID $ 22,638.00 3.Store Front Windows&Doors BID $ 224,785.00 4.Stucco Exterior Walls BID $ 84,084.00 S.Paint Exterior Walls BID $ 42,887.00 6.Mechanical Ventallation&Exhaust System BID $ 36,335.00 7.Plumbing Underground&Drainage System BID $ 65,175.00 S.Electrical System&Fire Alarm BID $ 93,938.00 9. Exterior Decorative Lighthing BID $ 66,751.00 10.PAVERS-North Side PEDESTRIAN PERMEABLE PAVERS 4"#57 rock base 860 Sy $ 18.40 $ 15,824.00 12"#4 rock base 860 SY $ 39.15 $ 33,669.00 PERMEABLE PAVERS 7700 SF $ 8.70 $ 66,990.00 12"RETRAINT CURB 100 LF $ 21.50 $ 2,150.00 TOTAL CONSTRUCTION COST $ 1,595,911.00 SITE WORK: Construction Cost Breakdown Ni.naabers belowa.nay be duplicative ofiteia s Residential Sitework All Site Work Below are upgrades the City Utilites Requested Improveanents TASK : Quantity Unit Unit/price I TOTAL COST SANITARY SEWER-N.E.10TH AVE(MLK Improvements) Line existing Sanitary Sewer Line LF 235 $ 95.50 $ 22,442.50 Remove&Replace 8"Sanitary Sewer Service Line LF 515 $ 91.25 $ 46,993.75 Pumpout Service LS 1 $ 13,254.00 $ 13,254.00 Remove&Replace 3 Manoles Each 3 $ 13,857.00 $ 41,571.00 As Built Drawing LS .1 $ 5,000.00 $ 5,000.00 Restoration of of Pavement, Curb,Stripping,Signage If 515 $ 86.75 $ 44,676.25 WATER MAIN-Extension 12"to Seacrest 12"X 14"Tapping sleeve&Valve Each 1 $ 11,415.00 $ 11,415.00 14" HDPE Water Main Directional Drill LF 90 $ 383.00 $ 34,470.00 12"PVC Water Main LF 680 $ 75.60 $ 51,408.00 Grouting&Abandon Existing 6"Water Main LS 1 $ 29,750.00 $ 29,750.00 Mill&Overlay: Open Cut Tench Repair and asphalt Restoration Concrete Repair&Restoration at Seacreast LS 1 $ 195,875.00 $ 195,875.00 Maintenance of Traffic Control(MOT) LS 1 $ 25,000.00 $ 25,000.00 As Built Drawing LS 1 $ 5,000.00 $ 5,000.00 WATER MAIN-9th Ave&1st Street Portion to the south along NE 1st to be replace with 12" C-900 LF 150 $ 71.25 $ 10,687.50 Restoration of of Pavement If 150 $ 75.85 $ 11,376.75 Maintenance of Traffic Control(MOT) LS 1 $ 5,000.00 $ 5,000.00 As Built Drawing LS 1 $ 2,500.00 $ 2,500.00 Total Site Work $ 556,419.75 LANDSCAPING&IRRIGATION Additional Landscaping Requested by the CRA as per the RFP/RFQ For Canopy&Upgraded Tree caliper and height 126 $ 1,425.00 $ 179,550.00 Additional Irrigation Need for upgraded landscaping elements TOTAL ESTIMATED CONSTRUCTION COST .for Commercial Space and Site Work Upgrades: � ��5,��33075 i Wells Landing Current Numbers Original Numbers Construction Costs Actual Construction Cost $ 20,523,231.00 20,523 231.00 General Contractor fees(max 14%) $ 2,873,252.34 # Total Actual Construction Cost $ 23,395,483.34 $ 20,572,717.00 i General Development Costs Accounting Fees $ 49,600.00 $ 49,600.00 Appraisal $ 15,000.00 $ 15,000.00 Architect's Fee-Design $ 248,000.00 $ 248,000,00 Architect's fee-Supervision $ 148,800.OD $ 148,800.00 Builder's Risk Insurance $ 124,000.00 $ 124,000bO Building Permit $ 350,000.00 Capital Need Assessment $ 5,000•00 Engineering Fee $ 148,800.00 $ 1.48,80D,00r Environmental Report $ 10,000.00 FHFCAdministrative Fee $ 180,000.00 $ ` 180,000.00 FHFCApplication Fee $ 3,000.00 $ - 3,000.00 FHFC Compliance Fee $ 155,000.00 $ 1551000.00' FHFC Credit Underwriting Fee $ 20,000.00 $ 20,000.00 Green Building Cert/HERS Inspection $ 43,400.00 $ r 43,400.00; Impact Fees (list In detail) $ 562,000.00 Inspection Fees $ 31,000•00 Bonds,Insurance $ 148,800.00 148,8DD.00 Legal Fees $ 185,000.00 $ 200,ODO.00 Market Study $ 10,000.00 Marketing and Advertising $ 50,000.00 Property Taxes $ 24,800.00 $ 24,800.00 Soil Test $ 25,000.00 $ 25,000.00 Survey $ 30,000.00 S 30,000.00 Title Insurance $ 111,600.00 Utility connection Fee $ 281,614.00 Other (FF&E) $ 75,000.00 Total General Development Costs $ 3,03S,414.00 Financing Costs Construction Loan Origination Fee $ 285,000.00 $ 279,000.00 Construction Loan Interest- $ 850,000.00 $ 883,500.00 Permanenet loan Origination Fee $ 165,000.00 Syndication Fee $ 35,000.00 DevFee $ 4,036,087.00 $ 4,036,087.00 other $ 1,926,134.00 Total Financial Costs $ 5,371,087.00 Contingency Reserves Construction Contingency-4% $ 701,894.50 Soft Cost Contingency-4% $ 152,519.70 Total Contingency Reserves $ 854,414.20 Operating Deficit Reserves _ Operating Reserve $ 300.480.00 Total Operating reserves $ 300,480.00 Land Acquisition Costs Land-CRA $ 875,000.00 $ 875,000.00 Land-Sunnyside $ 500,000.00 Total Land Acquisition Costs $ 1,375,000.00 Total Development and Construction Costs $ 34,332,878.S4 $ 30,136,638.00 HC Syndication/HC EqyLty Proceeds $ 119,204,07100 $ (19,006,099.00) First Morta e $ (01500AM00) $ (10410,000.00 Grants CRA ( ®750. ), $ (625,750.00) Land Acquisition Contribution — $` 11001 _ 1 $ (94,789.00),1 Short Fall $ __ 4,903,049.54 $ - Break Down Residentical Short Fall i $ 4,903,049.54 Cra Funds for 8250 Sq Ft of Commericial(see approved 0 from Mike Simon) $ (2,152331. )' _ Remaining Residential Short Fall �$ 3,750,718:54 Additional Site Work requested by,U111111ps $ 548,979.65 Total Short Fall $ X3,299,69819 Unex ected land Cost$500,000-$100,000=$400,000 $ 400,000.00 400,000.00 Decorative Costs Block wall-v-Chain link fence1200ft $ 108,000.00 $ 108,000.00 Recreational Amenities $ 60,000.00 $ 60,000.00 Accessory Buildings Demolition $ 11,000.00 $ ' 11,000.00 Additional lighthing for Exterior&Pedestrian Lights along MLK on both South Building $ 65,000.00 $ 65,000.00 Trellis on all building-Decorative Features $ 147,000.00 $ -- 147,000.00 Key element In the aesthelc look of the building elevation Metal Roof Instead of Shingle Roof $ 130,000.00 $ 130,000.00 Upgraded landscaping $ 179,500.00 $ 179,500.00 Larger&Additional Glass Area In all Building(Storefront&Larger Glass Area on MILK) Key element In the aesthelc look of the building elevation(south side) $ 166,326.00 $ 166,326.00 Higher Building Elevation to create steps on all bulding on MILK Foundation&Slab Design was govern by the height of finish Floor. Increase in Fill,Concrete&Type of Foundation $ 85,000.00 $ 85,000,00 Custom Railings&Metal Decorative Detall on the Elevations In all Builings Key element in the aesthelc look of the buildin elevation $ 65,000.00 65,000.00 Increase cost of materials from our original cost breakdown. Total Increase In the construction industry cost of material has Increase since 2020 on average of 20%to 30% Total spent only on materials at Ocean Breeze(SeeAttached) =$3,197,408.95 The total spent per unit=$25,995.19 Additional Cost:$25,995.19 X 124= $ 3,223,404.14 Additional Cost=$3,223,399.84 X 30%=$967,001.95 $ 967,001.95 $ 967,001.95 Total Cost over runs due to Increased material costs and decorative features. Remainln Shortfall $ 2,383,827.95 $ 2,383,827.95 Balance from first mortage being reduced because of decrease of rent $ 915,870.24 Total Cost over runs due to increased material costs and decorative featj 3,299,698.19 uanbers below iaaay be duplicative of iteia s ander C;oiaai aerc ial Retail Space Site Worl1,. WELLS LANDING-SITEWORK IMPROVEMENTS SANITARY SEWER-N.E. 10TH AVE Line existing Sanitary Sewer Line LF 235 $ 87.34 $ 20,524.90 Remove&Replace 8"Sanitary Sewer Service Line LF 515 $ 90.75 $ 46,736.25 Pumpout Service LS 1 $ 11,450.00 $ 11,450.00 Remove&Replace 3 Manoles Each 3 $ 12,875.00 $ 38,625.00 As Built Drawing LS 1 $ 5,000.00 $ 5,000.00 Restoration of of Pavement .Curb,Stripping,Signage If 515 $ 85.75 $ 44,161.25 WATER MAIN-Extension 12 "to Seacrest 12"X 14"Tapping sleeve& Valve Each 1 $ 11,415.00 $ 11,415.00 14" HDPE Water Main Directional Drill LF 90 $ 383.00 $ 34,470.00 12"PVC Water Main LF 680 $ 75.60 $ 51,408.00 Grouting&Abandon Existing 6 " Water Main LS 1 $ 29,750.00 $ 29,750.00 Mill&Overlay-Open Cut Tench Repair and asphalt Restoration Concrete Repair&Restoration at Seacreast LS 1 $ 195,875.00 $ 195,875.00 Maintenance of Traffic Control (MOT) LS 1 $ 25,000.00 $ 25,000.00 As Built Drawing LS 1 $ 5,000.00 $ 5,000.00 WATER MAIN -9th Ave&1st Portion to the south along NE 1st to be replace with LF 150 $ 71.25 $ 10,687.50 12" C-900 Restoration of of Pavement -If 150 $ 75.85 $ 11,376.75 Maintenance of Traffic Control (MOT) LS 1 $ 5,000.00 $ 5,000.00 As Built Drawing LS 1 $ 2,500.00 $ 2,500.00 Total Site Work $ 548,979.65 Ocean Breeze Material Costs SUBTOTAL ON SUB-CONTRACTOR INVOICES A. L.Waterproofing $ 70,123.10 A-1 Roof $ 122,439.37 Ashmandy Kitchen $ 160,749.10 Bedrosians Tile $ 14,699.98 Blindecor $ 38,031.00 Brothers Fire Protection $ 28,846.25 Central Florida Specialtic! $ 10,518.00 City Fire $ 6,265.00 Completed Doors $ 186,850.00 Exotite Roofing $ 90,706.83 GE Appliances $ 311,945.00 General Property $ 153,700.83 H &J Contracting $ 390,563.08 Hurricane Construction $ 290,851.04 IUSA Water $ 29,714.00 Keystone $ 3,600.00 Knox $ 2,280.00 Landscaping Associates $ 49,662.05 Lawson $ 750.00 Phorcy's Builders $ 857,199.40 Playground USA $ 82,699.99 Ridgeway Plumbing $ 110,610.73 RTI Supply $ 3,952.80 Situar Group $ 25,209.67 Superior Air $ 155;062.00 The Home Depot $ 379.73 Total Material Cost $ 3,197,408.95 WELLS LANDING : Revised S-5-2021 COMMERCIAL RETAIL SPACE: Construction Cost Breakdown TASK : I Quantity JUnit I Unit/price j TOTAL COST 1.CONCRETE SHELL STRUCTURE BID $ 840,685.00 2.Waterproofing Walls on First Floor&Foundation BID $ 22,638.00 I3.Store Front Windows&Doors BID $ 224,785.00 4.Stucco Exterior Walls BID $ 84,084.00 5.Paint Exterior Walls BID $ 42,887.00 6.Mechanical Ventallation&Exhaust System BID $ 36,335.00 7.Plumbing Underground&Drainage System BID $ 65,175.00 8.Electrical System& Fire Alarm BID $ 93,938.00 9.Exterior Decorative Lighthing BID $ 66,751.00 10.Covered Plaza Gazebo Roof-Metal Roof Decorative Columns Decorative Metal Details Roof Trusses Structural elements-Foundations,Columns,Truss installatio Roofing&Sheathiung Paint all Woodworks Total Price $ 217,850.00 11.PAVERS-North Side PEDESTRIAN PERMEABLE PAVERS 4"#57 rock base 860 SY $ 18.40 $ 15,824.00 12"#4 rock base 860 SY $ 39.15 $ 33,669.00 PERMEABLE PAVERS 7700 SF $ 8.70 $ 66,990.00 12" RETRAINT CURB 100 LF $ 21.50 $ 2,150.00 TOTAL COMMERICAL CONSTRUCTION COST $ 1,813,761.00 Wells Landing Current Numbers Original Numbers Construction Costs _ Actual Construction Cost $ 20,523,231.00 5 20,523,231.00 General Contractor Fees(max 14%) $ 2,873,252.34 Total Actual Construction Cost $ 23,396,483.34 $ 20,572,717.00 General Development Costs Accounting Fees $ 49,600.00 $ 49,600.00 Appraisal $ 15,000.00 $_ 15,000.00 Architect's Fee-Design $ 248,000.00 $ 248,000.00 Architect's Fee-Supervision $ 148,800.00 $ 148,800.00 Builder's Risk Insurance $ 124,000.00 $ 124,000.00 Building Permit $ 350,000.00 Capital Need Assessment $ 5,000.00 Engineering Fee $ 148,800.00 $ 148,800.00 Environmental Report $ 10,000.00 FHFC Administrative Fee $ 180,000.00 $ 180,000.00 FHFC Application Fee $ 3,000.00 $ 3,000.00 FHFC Compliance Fee $ 155,000.00 $ 155,000.00 FHFC Credit Underwriting Fee $ 20,000.00 $ 20,000.00 Green Building Cert/HERS Inspection $ 43,400.00 $ 43,400.00 Impact Fees (list in detail) $ 562,000.00 Inspection Fees $ 31,000.00 Bonds,Insurance $ 148,800.00 $ 148,800.00 Legal Fees $ 185,000.00 $ 200,000.00 Market Study $ 10,000.00 Marketing and Advertising $ 50,000.00 Property Taxes $ 24,800.00 $ 24,800.00 Soil Test $ 25,000.00 $ 25,000.00 Survey $ 30,000.00 $ 30,000.00 Title Insurance $ 111,600.00 Utility connection Fee $ 281,614.00 Other (FF&E) $ 75,000.00 Total General Development Costs $ 3,035,414.00 Financing Costs Construction Loan Origination Fee $ 285,000.00 5 279,000.00 Construction Loan Interest- $ 850,000.00 $ 883,5.00_.00 Permanenet Loan Origination Fee $ 165,000.00 Syndication Fee $ 35,000.00 Dev Fee $ 4,036,087.00 $ 4,036,087.00 other $ 1,926,134.00 Total Financial Costs $ 5,371,087.00 Contingency Reserves Construction Contingency-4% $ 701,894.50 Soft Cost Contingency-4% $ 152,519.70 Total Contingency Reserves $ 854,414.20 Operating Deficit Reserves ,Operating Reserve $ 300,480.00 Total Operating reserves $ 300,480.00 Land Acquisition Costs Land-CRA $ 875,000.00 $ 875,000.00 Land-Sunny Side $ 500,000.00 Total Land Acquisition Costs $ 1,375,000.00 — Total Development and Construction Costs $ 34,332,878.54 $ 30,136,638.00 HC Syndication/HC Equity Proceeds $ 19,204, 79.00) $ (19,006,099.00) First Mortage $ (9,500,000.00) $ (10,410,000.00) Grants CRA_ $ (625,70,00) $ (625,750.00) Land Acquisition Contribution =00,000 00) $ (94,789.00) Short Fall $ 4,903,049.54 $ - - Break Down of Short Fall $ 4,903,049.54 Unexpected Land Cost$500,000-$100,000=$400,000 $ 400,000.00 $ 400,000.00 Construction of Commerical Space $ 1,813,761.00 $ 1,813,716.00 Decorative Costs Block wall 1200ft $ 108,000.00 $ 108,000.00 Recreational Amenities Accessory Buildings Demolition $ 11,000.00 $ 11,000.00 Additional Lighthing for Exterior&Pedestrian Lights along MLK on both South Building $ 65,000.00 $ 65,000.00 Trellis on all building-Decorative Features Key element in the aestheic look of the building elevation Metal Roof/Truss Instead offlat roof $ 1,273,786.59 _$_ 1,273,786.59 Upgraded landscaping $ 179,500.00 $ 179,500.00 Larger&Additional Glass Area In all Building(Storefront&Larger Glass Area on MLK) - Higher Building Elevation to create steps on all bulding on MLK Foundation&Slab Design was govern by the height of finish Floor. Increase in Fill,Concrete&Type of Foundation $ 85,000.00 $ 85,000.00 Custom Railings&Metal Decorative Detail on the Elevations In all Builing Total spent only on materials at Ocean Breeze(SeeAttached) =$3,197,408.95 The total spent per unit=$25,995.19 Additional Cost: $25,995.19 X 124 = $ 3,223,404.14 Additional Cost= $3,223,399.84 X 30% _$967,001.95 $ 967,001.95 $ 967,001.95 Balance from first mortage being reduced because of decrease of rent Remaining Short fall $ 4,903,049.54 S 4,903,004.54 Additional Site Work requested by Utilities $ 728,004.25 Total Cost over runs due to increased material costs and decorative feat $ 5,631,053.79 Funds from CRA for Commerical space r 1,813,761M Funds from City Utility 728,0M25 Remaining funds needed from CRA/City $ 3,089,288.54 Wells Landing 8-5-2021 Agreed to at time of Site plan approval TASK: Quantity Unit j Unit/price I TOTAL COST SANITARY SEWER-N.E.10TH AVE(MILK Improvements) Line existing Sanitary Sewer Line LF 235 $ 95.50 $ 22,442.50 WATER MAIN-Extension 12"to 5eacrest 12"PVC Water Main LF 680 $ 75.60 $ 51,408.00 Grouting&Abandon Existing 6"Water N LS 1 $ 29,750.00 $ 29,750.00 $ 81,158.00 Total Cost Agreed by Developer $ 103,600.50 Request by Utilites after site plan approval TASK: Quantity Unit Unit/price TOTAL COST SANITARY SEWER-N.E.10TH AVE(MILK Improvements) Remove&Replace 8"Sanitary Sewer Service Line LF 515 $ 91.25 $ 46,993.75 Pumpout Service LS 1 $ 13,254.00 $ 13,254.00 Remove&Replace 3 Manoles Each 3 $ 13,857.00 $ 41,571.00 As Built Drawing LS 1 $ 5,000.00 $ 5,000.00 Restoration of of Pavement, Curb,Stripping,Signage If 515 $ 86.75 $ 64,667.00 171,485.75 WATER MAIN-Extension 12"to Seacrest 12"X 14"Tapping sleeve&Valve Each 1 $ 11,415.00 $ 11,415.00 14" HDPE Water Main Directional Drill LF 90 $ 383.00 $ 34,470.00 $ 45,885.00 Mill&Overlay: Open Cut Tench Repair and asphalt Restoration Concrete Repair&Restoration at Seacrea! LS 1 $ 195,875.00 $ 195,875.00 Maintenance of Traffic Control(MOT) LS 1 $ 25,000.00 $ 25,000.00 As Built Drawing LS 1 $ 5,000.00 $ 5,000.00 $ 225,875.00 WATER MAIN'-9th Ave&1st Street Portion to the south along NE 1st to be replace with 12" C-900 LF 150 $ 71.25 $ 10,687.50 Restoration of of Pavement If 150 $ 75.85 $ 11,376.75 Maintenance of Traffic Control(MOT) LS 1 $ 5,000.00 $ 5,000.00 As Built Drawing LS 1 $ 2,500.00 $ 2,500.00 $ 184,758.50 Replace drainage structures $ 100,000.00 parallel parking along redo change of elevation Total Cost of Upgrades requested by Utility Department $ 728,004.25 Ocean Breeze Material Costs SUBTOTAL ON SUB-CONTRACTOR INVOICES A. L. Waterproofing $ 70,123.10 A-1 Roof $ 122,439.37 Ashmandy Kitchen $ 160,749.10 Bedrosians Tile $ 14,699.98 Blindecor $ 38,031.00 Brothers Fire Protection $ 28,846.25 Central Florida Specialtic: $ 10,518.00 City Fire $ 6,265.00 Completed Doors $ 186,850.00 Exotite Roofing $ 90,706.83 GE Appliances $ 311,945.00 General Property $ 153,700.83 H &1 Contracting $ 390,563.08 Hurricane Construction $ 290,851.04 IUSA Water $ 29,714.00 Keystone $ 3,600.00 Knox $ 2,280.00 Landscaping Associates $ 49,662.05 Lawson $ 750.00 Phorcy's Builders $ 857,199.40 Playground USA $ 82,699.99 Ridgeway Plumbing $ 110,610.73 RTI Supply $ 3,952.80 Situar Group $ 25,209.67 Superior Air $ 155,062.00 The Home Depot $ 379.73 Total Material Cost $ 3,197,408.95 °EEdalao;,�8d3e�3,'33a3Raa`a3�N3�a dN,3NM�" z 3 E4 zoSA.0318&OMWaA�.9:'�&':RN3 H C'kry'7V g 00 VHOM O J(n 7, 7"0 M d r o LLl rcLU Z ❑ o � m � U Q I lz s lir I I I _III II - Ilz III I I a a II a� I I II I C301�JIC1301 _�TT0 Qo Qo I Ix�D I El1 1 �II,—K I m �Ilo l l l lC3f ° C3QIm Lc � I I q m m vN �N I v r r I, I r o �� I I I I I I I L� '� I 3N611 I H VI - - N Il HHIVIN� ANI 9 L - 9l l-V 8 l- ! Sll -(� -fix SII I _y I44I m , a I I � L L I I� I e LH 11 _o _o _ z at I I I Z I I I e81 I I I I I II I I I e I I I I I w �m U m Q Hs ISl1011 N zo[c daiaoi�aod3e m3i��33a 3n aaEa3irv3o aodNarvM�� U` Z Z oSA.0318&iOMWa.0..a'^.9:'�&':Hd.3H C'kry'7YF VHOM �w MOO r 00 J(n Z M d r o W LL LL- LU � U Q J , 1 m — m L m _ m, aIC13mm 1 1 � e e t a 0 — 0 0� sz�V L L o o 3NI HHl I - -- - HHIVIN� 3NI HHA Il HHIVIN� o m — ozI-V z z� Qo — — �� l a Ll m G� U R _ o U m _J O �m U � Q as ISlao�avaN °EEdaao;,a�a3e�3,�33a3�aa�a3�N3�a d�3N�� z zoSA.0311HOMWa-LH3&'.N3Hl O-11VOa' ¢'� N WU, Z - S ro: .o¢ CV wo VHOM �w g� = W = - c o�z � ma � z M d n o w Q _ w o o Co 0 - U Q jz iz 064 p p U <_ W Ig I B V K 9 J Q ZEE O o o ° O o LL3m o w 3 3 I I Q % I O _ Y /� 11 m 3F U Tn 3 o ol Y �p 01. I 0 Q - O K I LL3m - 3 a3 _ — — e = e o U Y �p W 6 6 K 6 u 6 u 6 IIS a O m O S }I K LL3m o III J � 066 y 8 N O z ¢ Q rcrc a U Y �p Q 60 60 6� O � O ' yl It K LL3m o L 1 Kd �6LL y m �II o o� - m LL oa6 I I V 0 LLz az az Q 6 o rc " O Q o O O ^' K I I I LL pyo v I I I I I LL3m o m o66 w o U as isiao�ovaN zoSA.0311�OMW-LH3SN�awlca-1 IWN Z S o s m p 0 0 VHOMco� N w� U)0 m g - M n xuj J� Q w10 ��Z o �aiwW ❑ o m U ¢ �Ew � rz oo H2 o s -NP_ w LLg 0 a a, Z r la swots °� a e pyo w O o lafg �El 9 z w r, _ w x mx w m z 0El8 y po z o o Q 0 0 0 0 0 0 o Lu og w 0 0 o b o 00000000000000000 o I 8' F � El 0 I I I El El I I 0 o � o F1 El z 4 Qs I Q o el I I I - w I I - J In r r e i i r W IIS IEl N� _ I ,o 11 I Q I W e e ElI El �El El 8 8 R 8M-M 7 E o � o 1 I I I I I I I I I I I h o � o I of of I El 8 I � I I I� o Q of I Z � z a I 4 R Q Q � - W W � J o J W W I R V) Br BrB Nm m I I as isiao�avaN zo a.Vtl ABa'tli &#Vf aAa93 �.k&#�a HrC'S-1"IWC _ a p a ¢LL � N HOZ_ = r O s m p U O r O VHOMw g� ui oma; N JO 3 _ wm� O � — w U Q �z - 3„ w �g N r ❑ U 1 r ^ d ^ ^ ^ ^ 8l El El i El 8 lel ? r i r; F-El Al d q b� o� 11+ � z El El E 8 7R 8 H i rs�- 1yi�4, 4lv t�S �44� LULU Fa Fa Fal Fa V) 1 JS-r41r LLJ o e 17 e a o � El El Em Em Lj o A 0 8 8 8 4r1i +,t t „{1 y tai ii4 } 44v+i 1 ltt ,�4 4�f 1i114Sst��{�� lift�?�4s14`; --71 M F79 M � � mg 11 r 8 7 1 t Eq ^ ^ ^ ^ IQ o -El El FIT IElEEl z o z z ' o 0 �+ Q a a 3+1 1, W I + ! E LULU W it W W 4 u i t � 4 4t r 1 4 i I�i1 � t�4+ �, i H qtr 7 +r 5+ i }£ It�+ + ii+ t 14 14+,t1 i its tiY rl4 i7 }1 H W> +;14 ; +4w l`;i14 43�7 ( �+ o s +_iv S 4£,}i+�1•q i;,74�t >m BB,EIHRIEJ -Z m o o m w p U m Q as isiao�avaN °EEda�ao;,a�a3e�,3,�33a3�aa�a3�N3�a dN:3NM�� E� zoSA.0311&iOMW a-LE1�&':Rd.3 H C'kry'7YF _ a 0 ¢' ¢'� - C'7 Z Z VHOM - J ? Z M d r o W W LU � U Q . ..... .... — I� Fl❑ FE❑ FE]171 ❑❑ RC1 o e z . Z . 0 0 1 1 1 1 1 1 w I� w N/^ i Nl " m' co_ U I I I I I I a h---- -------- �-------- -------- ......... ..+........J.........L........1........J-- -- .................. ..... ........ o i EIEJllk, ////p<< ❑ ❑❑. -MIM �Ii I I , L L z Z o o F- LU - w h w N, N - Z Z m,o °� 'o�,„ a�,o m m U Q as isiao�avaN zoSA.0311 HOMWa-LE13.N3 H1C'k'Y"IYF N �'Dw(7� - ZZ VHOM - J ? Z M d r o W W 3 �..... _ W ~z O (9 � U Q I I I I I I IIT <<�rl.......... w o LU w J e m m U w U m Q as ISlao�avaN zoSA.0311 HOMWa-LH3.N3 H1C'k'Y"IYF N LL - Z= o g �o E a _ VHOM U)0 3 _ w U Q a8 <w _ �y <�. `�m ............................. �� _~ N 5 Z O w 77 x.a m.w K N 1 0 Mo mo z o Ww �o LL,m O0 Z Q - w z m m m m Q nn o� oaz m m za �� y ow .z o� p o m rc �k F r mm3m rcrr rrcirc o�ay�F K _ �� a>zw� ppmm omw a � aw wm � ma�z jrc o�y a z LLOF - rc= mw� �'oi~ or �o rcmm ¢i o� w II O O FJ - am az me mm mn � ('7 II moo w3mo � z3mi a3 rc go u o3a ao O O O 08 O aO O O Lu 0 i H Q [if 0LU = Q e z_ 2LH_ 0 o] LU az 0 0 FL a s s-F 0 a D �Ur C)5; o H 5 D Z as isiaosavaN °EEda�ao;,a�a3e�,3,�33a3�aa�a3�N3�a dN,3NM�� E� ao$.0311&iOMW aAa.9:'�&';Bd.3 H C'k'Y'"Itf''„d VHOMw g� a = c o� � F� O �� ? z Mdn o� �co 3 _ w U Q a8 <w z _ �y y k a O - ,��. o�_ w ��zzw o0 0 = wx wo -X�� LL ID o a po N _ Z . Iw O 0 O 0O o w z Ow �1. o z p pzID �w w � o=� x�a Mw 0 H x o o w pa 121 z w=w I w z a w_W iD �[ -- N iiijilillilloillilillillillilillilI 0 O 0 m„ O � �,.o oa- a5o a w> �a zpa owa 30 [/J iaa �� op ria a po W m �oorcy� o � rcxor nn 0 ,...Yl aa= p -M 5zow - ww �r ww x ox � w_ aw �<o wo w zoo � wog` aw"< � �� Z _ — Q woos oz® ;z�� y �� Q - o zaz w az< oLL y'gm w g � �o< w:. <>zp� wpww oww pw=` y� o zw£< <w wo w� � �oaw<p op=a ow= LL oHw aw wm �orw�� z O a oQy H. � '—PU Der- 88, Z 3 II e o ~` U<) 'CS 0 _ o0 amti � 0 � w - > Ym mzm 7(Em� o 71 0 N m Q m 4 , 0__ 9s FL LU„ oz o > o U _ EE q o z a m w U m Q as isiao�ovaN °EEda�ao0a�a3e�3,�33a3�aa�a3�N3�a dN,3NM�� z E� zoSA.0311r OH'Ita-LH3S 3w C'kry'7tPO _ J o a' a'� � N � _ CY) Z VHOM �U) 7, 7"0 3 _ w U Q a8 <w o. O O X@e o ow Nw oy 60o Om 60 0 0 0 0 0 r o am = o w = - - �ow ijD o W m m o y y w Y .` 0000 NO O 0 000000 m U D . U o I 1 0�N y y zLL yN aw o0 - ue 1— aa� HM< 0 TF 7a= � 0 Hill IIIIIII III III Hill III III Hill III Hill I Z <z " O O 0 � � -r J 0 X00 0 0m j QO � � i0 � T— FF7-t 0 Z W ZoeS ID0 qlikii m l Z w o v3 e . o a _ a P r r n o n m Oe Zm 0 Zm as isiao�avaN IN °EEda�ao;,a�a3e�3,�33a3�aa�a3�N3�a dN,3NM�� E� ao$.0311&iOMWaAa.9:'�&';Bd.3 H C'kry'7tf''„d Z= �2 Ea LU O VHOM �U) E � IN ❑ o � m U Q a8 <w -M _ �y z4w as = i o o _ 0 -X@6 —n M p w1(3 ^ m o 00 z ow g Qwe � o a � r6p ao oe e = 58 Kz CID Y a 0000 No 0 0 000000 m -I - m` o o ve oa i 0 � �; op �o - w LL � �J �< �o �> � owp o <io w> W, < w� �� W--, Ho0 \ Q �a y( Z r w i �z o zp0 jp C)- O, Q. m 0 Z ' O o ° 0 w U) Z 0 —-- 1 — o r � � w z o Q0O Y00 � m - � 00' 11-11 as isiao�avaN °aEda�ao;,a�a3e�,3,�33a3�aaaa3�N3�a dN,3NM�� zo£$.V. :'�AB'tli &.#Vf aAa.9:'� 88#': H1C'k-1 IWO VHOM ' � �� o mdn �z Q 3 ,..... — W m p U Q a8 <w 8It mow_ - _ lw p�a�� 0 Da 00 0 4 X@(E) Owl J �pz o �1 iD x 000 wO 0 ��000� m tLl 3a pyo 3> 30 z�aoo=a on r w � ww O �Qi rc rce 000� 3 w3 `3"' �ziooa Z _� oo: HEwl ¢ 0 e M a�o. o �� a= w o =�o wa w ww� pw aww=9a so L = az a� o w=Ja�a _ o �� os J �z , e 0 0 W m w FF � o 0 i < cl 2 LU r ME—Li & 710 " c F1 - — — 0 i LU a Y _ Z11 — �t O n n n D f1 as isiao�ovaN oEc vaiaoi�Hov3e m3i�'33a 3n aaEa3iN3o aoetiaN u,�� U` � � Q c� ao$. :'SAB&i &.#Vf aAa'^.9:'�&';B d.#':•H C'k-1 Itf''„d 3 0 VHOM U)0 _ t v w U) z r oz Wrmn rc 0 0 m G U Q III 111 ......................... of — IIII a l a a w e w w W I a w �w o � w b J, , 0 0 o o a � = o � ow w = J >� a I I b w LL w 11 p aWo b i 0 a F E 5 �1_ ➢T�j� J]I ° P� 3 OdOaf d � �1 a_ .... - � I \ J Ii a =o I I mIU P _ I I g LU X11 + ,� a .. P a r P P a YI �' * Age o-bz obz J ?I $ s v Q X11 v 0 H Z J" � z e ILu w a R J m s �> v < I o 17 pb 0 V ° o 11 i _ Iw ., °- ® .. ...... ............................. e m rem � e e ........ a1 �_ � ✓ _ T� UUU � � f� U� \ ■ t t u _ u. m s e a b I r r 0 " — Ti + J t° . a' o �......... _ _ ¢ A a �m Y � r w U — QF i m o 0 _ _ m _ _ vHs isiao�avaN i °EEda�ao;,a�a3e�,3,�33a3�aaaa3�N3�a dN,3NM�� o£$.V. :'�ABtll &.#Vf aAa'^.9:'�&';8 a#':a H1C'k-1 IWO VHOM _ Z S r O a _ ¢ _ „N 0 o o W r J O ? `b - _ G `o M p n LU 0 � rc m U Q d O 30 303 , __ V� ¢8 = U o P u,u as aa3a __ — -- Vm h ¢LLJa Q or �3 I Po o r 3 z �3 i3 oG a Z 0-.81 Lu �� wa �j3a SGV o3a 0-S e - a5 ado 0 91 V3 � - w3z o30 Q U z_ LLC:)-� C, _ < C) ho- -u I m "5 V N N N N M N N C N N N IIsI� N d ° � � E u� Q z a Q — c =.ALL_d 12 T7T E m _ o - �° E v - Z -,*�T Q�j V) _ 'Ea svo E — p `N" ESI o m - 15 Z N S E s —w a Q lZ o o 5; 7 ci o a a a Y o z _ sLn.. - 0 m z o (4 W -_ - - - Q t� m Z III lii� Q ou 3 a z } Z T F w U m Q as 1slao�avaN °eEdalao;,a8a3e�3,'33a3Raaea3�N3�a dN,3NMt" Z 3 e4 zoSA.0311HOMWa.u. 3SN3H O-11VO 00 VHOM J U) W rc Z ❑ o � m � U Q t o l i xssai z-n-.t stet -as a,e .,i ori .Y - I o � Io I I I I I I I I , 81I — a a 0 - - o�I- � I �I ' � 1 J4 717 k' 771 a - - - e o 7 am oD z I � I � I I ❑ I I I I o �= s = ,1 , - m _ - moll k� ml� - rAl and s I --<Db �o ^' _ -. D m V --__ _ o _.I 1 90 _ v 901-V x� b� 3NIl HH1VINll HH1VI^l� 3NIl HH1VI' Q Nll HH1V V� co V CNN so v so[-V � - I h �- a a a m m i _I - - o �u E - r'. r J y f z z Q J Q LL O n U Q w U m Q as ISlaosavasn o[c da aoi�aod3e m3��33a 3n aaaa3irv3o aod.0 3rvn�� U` Z Z zoSA.0311HOMWa-LH3&'.N3Hl 0-11y a _ J 0 ¢' ¢'� N baa- CV VHOM 4% , 00 J U) - 3 >.... _ W Tr � U Q .,ai III A II I I I I A II � I FT-r -1 L" I I r1 I{ 'I = = II I I I I I - I --- -------- C I I I I I=� T _I f G> so-V sol-V 01 V 01 I-V IF 3NIl HH1VI Nil HH1VI^l� 3NI1 HH1VI U Nil HH1V�^l� 10, O-V ' Lol-V 60,-V 601-V I I I I C3 - o^ �m I � I � - — 0 0 � v R o -- - to rn zCL ' z' o o U Q as ISlao�avaN °EEdalao;,a�a3e�,3,�33a3�aa�a3�N3�a dN,3NM�� _ E� ao$ :'�AB&i &.#Vf aAa'^.9:'�&';8&#': H C'k-1 ItfO . n VHOM J O z z 3 ,..... _ W m O U ¢ I G) 0 0 0 0 0 a w 8 Z G <. It ' W o Z K ao m Q rc W O LL � y Q rc 3 who r o a I � o 4 0 e a a m o U Y K o - � o $ w I b aLL 4 LL� O Y I H z a It LL p� U y� z� U � rc rc Y �o I I U a6 vl m LL I p O � � U yg 4 I a�y�s tl ¢ K wo I � LL3m a3 a o� Q o� J � a p Q O _ p - - LL3m - o �aa as isiao�avaN °EEda�ao;,a�a3e�,3,�33a3�aa�a3�N3�a dN,3NM�� zoSA.0311&iOMWa.0..ab.93SN3 H 0ry'7W 00 r O CN JVHOM �U) z G o M p n a X J ! co LU ❑ o m0 U Q 6E,6 C/) z 5E� F oa w5 O LU o mN o jz 8 a Ott= /O1 a p G Z _- pew-- _ wp F x0000000000000000 ` . �A 0 ,, a r a z` O M � Y w D J W le le le e D S . o' �o Z Mom 0 z- _ 0 0 •• - 144 . El i4 'e le le le FFP A [I el �ele x El I Adm m m s l e e Mo e I I e 0 El a e ' ee z z z 0 0 _ o _ o . o > > LU w W W W S ` m H D N, F 0 � W o a �m w Q as isiao�avaN zoSA.0:'�11H OMWa_LH3��:N3 Hl(''Y'"IW e _ 0 < ¢'d Nc _ J�0ZO ♦"I w g� °�¢ o ac o� 0�, N �� ? mdn a��Js I. 3 _ w m oVHOM X Q � — w U Q Z L L U o 8� d El �oo a�o ago amo a.o O U °r r' r 1 1 r r< /r 14r1ti1 hk`i'�,1,it rrlr��(7fl rr1,?�{i . r3tr%;. 0 0 Ll ,: rrw El R El s w o 8 El 8 0 Oo El El El E 1i- li .�k i t)rs47 u r 1fi,. El R El 0 0 z z z p Q �r71f } 1\r LU I :,I rS' �r,! J Ir14 i4;�{ r rl}irr, f i)rr r rfr{, J IH LUw �lr r �r r,�t �, - ,Sr`tJ'7,' �1+, ,1' „e W - � F �7 0-„ - `m Hs III) , °EEda�ao;,a�a3e�,3,�33a3�aa�a3�N3�a dN,3NMr� � � � E� ao$.0311&iOMWa-LE13&';Bd.3H C'k'Y'"Itf''„d �(D Z _ ` w VHOM �0 ¢ v mU z ro a r o w 3 ,..... _ LU sn - ❑ � U Q ..............�........�........I� .... Q � ........ ......�........�....... f14 �11 �- ••� •-r --t -- -- � --- --- N o DD DD DD I 1i iii 1iii ; Q ----- Q i i i i II --- --- --- --- • ®I �._..1..... —•� 'I 0 � � � QD DD OLD = ........}........�......... .0. _LI: n l l 1 LJ �DR, zo � oZ ._..i r. .....r........�..... ... LU N N I I o o Z Z Ji v� s� m U a I�� o i �I I� :. III ----- -- -- � I'L L I L L F9 I II III ZZ` 0 0 U' LU w V) Z Z — 0 co _ U Q as isiao�avaN zoSA.0311d OMWa-LE13SN3 w1C'kry"IYF _ VHOM _ U)O J(n ? Z M d r o 3 ,...... _ l U m (n ❑ o � m � U Q I II I I I I I I I I i nnini I I o� 0 r r � w w N N z - et 9t t 9t �ol et � I I i I i i m m m m V V U Q ��....�. .............. .}....... ............,% ®0 00 0® inn i I I ...........................J • .... ........ o p OOO I ----- --- ----- II �oo =7- �� z` o0o z OOO O ----- -- - O I ° N. V) ' z z Ii h oo o0 40 0 mm U Q w U m Q as isiao�avaN E� 810311&i &.#Vf aAa'^.9:'�&';8&#': H C'k-1 ItfO VHOMw U)o c o� U) LU ❑ o � m U Q a8 <w O WW z4w as = i Sa Jp �5- H 0 .moo x�gp� Q _ - 4 - W 5 o Z � �� --- ag - O o ` m U o 4 '-"�@e a a o _ 0 k s Z n m r El u w --- o o o - mcgLl `� < 0000 NO O 0 000000 m i -- z - w. p a zpw 5 0==o wa jpN Z� �W amn 0 p5 0 0 a =Ho � 0 N o , op �vo� � x --- ----- ------------------011111111111111j --7 z O Q 0 - z z i z o � Do � o o. j �0 �J ° = a Y o w 0>` P O m Q 0 - N m n w II JII 0 = y`_ ^� z Q 0 Z Y = m ---_- LU 0 w ¢ _ o m _ � m �� e U11111,1111111100OL hL --� z 0 z I �e � m w � U m e Q as isi—vaN °Oaao0a�a3e�,3,�33a3�aa�a3�N3�a03N�� zoSA.0311HOMWa_LH3&'.N3Hl O-I'IVO Z= o g �2 a _ J VHOM _ rrw 0 ? z m6r H 3 w m� � U Q a8 <w o _ - Op j O -o Hz4w as = i O o WW E—HoO O O Oa DO o 4 �� m m 0 0 0 p0a Oa p0 O O O O O Q ID � y W m LL a tea; a e oaw 0 m w o w LL 0 � w 0 mw z OQ ~O_e 1 0 Y ` 0000~O O O 000000 no Q m0 z U D . m - �= O o I m„ PO 0 M o= pyo � wr �w �o SOI �Ilr w m a p z w w o Q wp =� ==oe< z �o. Q 0 a=o N =a oa = o 'IO� a p a = 0 a g _� o 0 0o aw o0 w Om O = o = a �w so u O Z LU 0 0 w Od 0 o OQ --- m o - 0 L az LlJ W o U Q _ 0 0•'. N i 0 e Y m O m Z m _ e N N H m Q yJ I � O o 0] z m LU o O O 0� o FL 0> 0 ttj J 1- U OY m oe 00 -O O ¢ Q h m a - p m Q as isiao�avaN °EEdalao;,a�a3e�3,�33a3�aa�a3�N3�a dN,3NM�� z E� ao$.0311&iOMWaAa.9:'�&';Bd.3 H C'k'Y'"Itf''„d Z E a U)0VHOM 3 - w m� o GL UEl Q a8 <w z a� z� w 5 0 w am w o m O o Uo a z � oa s O m y=w ` U o �� Da OD o 4 � 0 0 0 Q �pj J o = o m LL w — „- Sze e N CD' z aw p O U 0wEd. - - ''jD o o o=kw o o -5 y o w w o = w- w <'. o o t m Z 0 m a a y<o ym m< n z a d � x .` 0000 0 0 0 00000 m � Q i N w _ � �y p4o a W> op zoa o.=j �o a acro rc O Z, w � aa�z Jp oaN o ai z o 0 O zO 00 0a0 600 = - M H �a op i < �9. po 0 0 - -- --0 8oo e - e' 0 0 w 05 ZZ �O 0° FD [if o - " m Z m m w z O ppp � I >_ 00 HO J Q ? m -^a toil Q � I d me m o 0 �m TTT [ W h5flu�oj) w U m Q as isiao�ovaN osc va ao0 Hov3e m3�'33a 3n aaaa3iN3o aoe.v3Nn�� U` U zoSA.0311 HOMWa-LH3.N3 H1C'k'Y"IYF VHOM _ U)0 ? and z -_ 3 ,..... — W m o U Q a8 <w z a� w oy z� H y� y ps 000 Oa 00 m a O 0O60o 00 60 0 0000 ¢ w z Ho � <Z ( . m Z ml w o5g � =0 � z Io m = e � w n a p w w o o « o = _ z_z :o w ' = pp o z m - waw � s � :-a =� pm o - a 0000 0 0 0 000000 m 0 0 i - p5o =6 a w- N ��=wap epza 0 a 0 w m 0= p so o Noor w�� o - �v <o wp ow�=Nes o www p o�xrc moo�x�. 0 e O ' 0 � o r � s 0 ° r J w p O O z O o � 0 Z- —0 ° fi Ue 0 Qoe w - z S ly Oj O _ O 9 6-< o ' W e o ly i i.Aa �a m oe �-404 w a 3 a Q J e w U m Q osc vaiao0 aov3e m3i�a33a 3n aaEa3irv3o aoetiary u,�� U` - cL ao$.0311&iOMWa.0..a'^.9:'�&';Bd.3 H C'kry'7YF' Z x o; E H O VHOM U)0 E LU U Q a8 <w o. _ �y �_ X00 o ow Nw y p�a�w 0 0 0 Oa 00 m �� 0 0 60o Om 60 0 0 0 0 0 o = o p LL 4 o � LL 'Ol 3 p o ^w o Z w w � < J 0 0 o w = 0 5 g o o p Z 0 " as I L m� z p o= o o - x Q i o � y m U T\� `� ` 0000~0 O 0 000000 m z Ez w w 0 pow w o ON �LLLL wzzo 0 0 o��z�oed=><z�=w < 3 yw � o8<z N£a zw O� _ a oLL�mog ooy zzLL s.� y o y aH90 w - i w <w m wy> O o O 0 0 0 0 0 O 00 .n Z II O /"_-- ---- -- m r r I O LH Ell e �n [If �z o Z �L I v0 e 0 0 00 5; O `•._-- Y I w IO m0 °0 Ym _m Q _ a v a ' i Lu o p h I n z f 0 a om O ,0 v 2 w m ° o 0 0- Lip o 09�� w_ 0 m � Q as isiao�ovaN occvalaoi�H�v3em31��33a3naaEa31N3�aoenn3N nn�ici U` z - � DN m O Q VHOJMZ F ,�a Q d' JO Z 1 . W ❑ o <m � U Q ZIE W ❑ U O � Q I W 1 ❑ � U O 4 I ° -- 0 �iL, �1i1 _ 111 I o� m m L ISI PSI - om01 0 = i - ' Iza I m 7 - - o - m - m , --- £o3N,��rdw -�-�----- --�--- ---� 3 £o �o3N - --- - s� 3 N-v 0 I-V i I I m I I e01 I I I O i mIU o =I x z a I i i i II i a _ Q sol I I ° I a a , M M I L 44 �i�m0 J zRofi fi o _. z Z I Q II c ge II ' II oe J0 e LL Z � Oe � U w � N U Q sHe�araol�valr oc se o H U, z Q z- o o O VHOJM Wo ops Q p 3: <o �m6 lo U Q L__ •� Y� � � II o o I of -- 0 Po= 0 r I III II ISI I I II � �� oma°I IIT-J , f_ I I `F. I � I C> I F-. L 80L-d � 101-V ll�s�mz I—� II I I l p E i s l �'p e w I / I \ II �- I F. O� , m H ELI I O O , I O LEMON V T—4 II , Z I Om I I J Q e Qi e H U w U m Q sHe�araoL�vaLr °EE°a�ao;,a�x3e�,3,�33n3�an�a3�N3�aodM3N M<<Ed � Loa10$11Fd":R&k\{a.0..M39M31414"$'llWD 0 N (7c r VHOMa� ;�? � mQ JO V 1. Z m r wJ p w z w ❑ 0 �m ZLL--------- u U Q al PME 2 LU jz t = — R— — 3 is M s w6` — o'a Ho H o H H H o o H o 0 0 x0000000IN]0000000000 oo � SIF r a z EEll Q0 O Q w a _ ® 4 0 We � - I cQ W m e om x o om t µ Q _ o x x � a r 00 =e I� of �m 191 M I ly MEE o N 'x 4 II E� El IZ 0 0 r E Q > E > Q W W` > J J II W D LU W J W (n- 0 �e o W° or z� (nm 3m Q _ � Q w U ,3iiacav s3nnlva3acsia nnly so a3nlois3a 3ai uuonl nuawoaa nnvas anlv'sonlinnvaa 3s3ai w a3nivi3a xaonn 3ai onliainoaa of aoiaa snloisnl3wia 3im3aaoc only snlonianloc onlnsix3 uia3nnnsas cs�aoicvair iea3a onnvoe�ocwoaaoc scs xcna xsansso��so x,os .vo nn sn o vnxrossoa,,xmssnsrsxa xc�. a ., xnsnx..s xnvF,cxo..s-.�xsnoxnsxi um xann-,onss .so..�..nsnnlvswnn ass sada :.s aoxvm;racnriouo. nsnusv.x c.., c.. .vano.. nso vo.�asv ioS10311HOMWaAdaC3 9M314l&'.'llW".'}d Z j (7 U, ❑ „m„ p > — OQ - 0 Of JVHE)M ' OZQ o 0WW o � �'<m 6----------- 10 ZLL--------- u U Q El U Noo NNo ago amo a.o O oo � I , r r l l r e � ai}ry4t',y.,r,lt.. t � Z BB1 8 fr � e ELU 11t f k { {( W e W m o Ell MIT jh e ,i r o y ;t: � e o e9, m '%M, m El }r z JF -z � z 0. ,l`s' J i _ W (" LU LULU LU J H H LU » » a LU sHe�aoi�vair °EE°a�ao;,��ad3e�,3�,�33a3�aaEa3�N3�a dM3NMrEd a� o� `=o O Jo — �pa �� Z and r O� �( p VHOM � - O �l ❑ 0 �mlo U Q --------- ----- rl- i I i -I - - < < <. - - - , 9� �- -- ------- --- ------------- FED --_-- -- o. --- ------ ----- --------- -- o ----- r --- ------ ------ °----------�---- ztl r� ---- - ------ ----------�---- z tl II °m Io p w w t��0 a � a � 6s �t, co Q --------------------------------- — ------ , o - d� �I O D Ell =--- ------ ----- ---------'-- o ��--- ------�— — 1----------L---= z n z tl O O LULU m w V) LI) l� a � z LL LL �o LL o and � d J J s ..to 07 m � xta m m U Q w U m Q sHe�araoi�vair °EE°a�ao;,��ad3e�,3�,�33a3�aaEa3�N3�a dM3NMrEd a� N o mo O O)o o m V p VHOM LU " O ❑ 0 �mlo U Q ` Fl R OO R R 0 0 El I � I to I { zn ztl O O u U" CJ" LL LU w V) v) Z_ Z Q J s J s D 07 co U Q w U m Q sHe�araoi�vair °EE°a�ao;,�ad3e�,3�,�33a3�aaEa3�N3�a dM3NMrEd VHOMJo — mpg o�o� Q „m p LU — d ❑ 0 �mlo U Q I I LEE or ® e8e8 'o em m, X19 �o 0 0 0 nn o o n ❑❑ ❑❑ D-I 0 0' 0-I' zn zn es4s O O U" u ww V• v• Cie Cie Z z Q Q J s J s Z) 07 co U Q w U m Q sHe�araos�vasr °EE°a�ao;,��d3e 3�,�33a3�aa�a3�N3�aodM3N M<<Ed z io9 1031VFI:S2#ya.8..2B3fr.7LR3M1011wo 0 o VHOJM JO Q ,gym r1rc ? Z — - 0. ❑ 0 > <m10 U Q 0 5 5 a6mF g� - - to _ k g F— N- Eq..- Q HE LLJ o� � = Hw _ o �� .�- - m ° z 5 �_ � y�z� �_ - � _ �Z �w 5<�w. ❑� _ __ ww rc LL_N Na 0 00 JO 00 - < 0 0 00 NO 0 0 0 00 0 0 m ._ O O p0 ❑a �Oo <0 p0 0 0 ❑ gl °gym � W IQ �m�I o FEIQ ze o w. a.],ZLU LU J 8 e z ��"Z' �z� z Zo o U y tl 4 � � I �m Z PTr ---- I ❑ w w � aw w o 0 o H a - w o �oLLeN a.w o N w LU In w jz o � o .�. gym= p o wo o o O e e mPm 11 1 1 1 IT—T 0 w J &oN o - - >� �gp - �� •-� m W o_. �. � 0 � 00❑ O OO�pp 0 = _LL Q m Nn m z Q` � � 0 DO- 0 - O > m0 0 - � m � = a � 0❑ w� o � Q o` oa a ❑ - _ m m Oa ° ❑O mm 3 Qo0 a z i e b LU w z o z � > 0T711r -0 774777 ---- o � m VIE] Q w0 1 U m Q sHe�araoiIV— °EE°a�ao;,��d3e�,3�,�33a3�aa�a3�N3�aodM3N M<<Ed � a ;" o Woz 10 - o` � p 1. '<> ❑ o � �m U Q 0 � aN HN To - }�z- w s - o - "�& a �z - <m w �❑ - �_ � H .8 �o �z❑� � �w � z o< m <� w� z� _ �z . 4 ® oo O 00 0 00 - < 0 O 00 N0 O O 0 00 O 0 m ._ 0 O 60 Oza 60� a0 60 0 O =O =tea o z 4Q w O ogNoa v m 'DDD p� Oe a n 0 < Om a ox — W 0 z m a w m _� p jz wo v o < Q" CL m w Sze 500 Z' SOA ZoeLU w ��e w l Yg LU o 7 m >" I� J w z e 2 e wO Q , w poy o O m m 0 = w w = o=ho g z LU J 0 Q w m tl �LLp o z = jz O_- sz owo soy - o o - w d _ = w o_. a oaa` aa0aopp0 Ira = 1:,% LU Q m m. a w O _ a m - ° ��0 0 Q z e = w. R o m 0 00 m m oQ, moo � s J e = o o z Q ----------- 00 w Z w > ° °� �m - m m - ' e O - ,• O- z 0� --- w r 0 w 0 U m Q sHe�araoi�vair °EE°a�ao;,��d3e�,3�,�33a3�aa�a3�N3�aodM3N M<<Ed � a g� W >Q o Qo z p '<> ❑ o � �m U Q 0 o _ _ o�� - - - - � g <400 oS �oII op � w - _ � "o"w a6mF s N a N 66 Hu N ww o = Hw _ o � :�- - m z 5 _ y�z� �_ _ _ �Z �w 5<�w. ❑� _ oJ -a�& - <� e 4 ® �� rc LL_H�Ha JD e0 x 0 00 HO J 0 0 00 0 m ._ D p 0 Oz< �Oo <0 p0 0 III III Mill Mill 11 Mill III Mill 11 Mill III Mill 0 Lu 0 m� ® � Om < m �0� Qm LaLO �e z ❑ WC's ~w ❑ O e (D z0 > mm LL, J O J m S K❑ W 1 W 0 _ Q I ~o Q � w„ m J W H z H rc z n ❑ ❑,, =e �N O Q ui " U W op = z p- m g-= _'� e w 0 w w oNa _ = z �m W J >� m W o_. �. � 0 � 00❑O OO�pp 0 � =v O Q 6 LU I Q °- m — O wj O �— w 0- jz a 0❑ z r" W o b - �❑ W w y 00 � e 04 �e mmm 00 o Q o J n Lj lid O z ------------ z o dc �O" I wz , -- ------ im �o m m a w U m Q °EE°alao;,��d3e a 31,�33a3�aa�a3�N3�aodM3N M<<Ed z VHOJM a� ;" o a o Wo — o` _ Q p �o ❑ o � �m 10 U Q 0 5 5 a6mF N - 3 36 -`.S k g N. - wa oho„ V� rv„ �Zo � zo W o o w i a x3 a� 4W -_ _ � _ �Z �w 5<�w. ❑� _ __ oo <m w �� ywx_ a� �� - zs� _ o - o J al - & <� w ��mk o� <ox. p �LL a �� _ O �� - «S a - . 4 ®x@6 rc LL_N Na 0 0 0 JO 00 - < 0 0 00 NO 0 0 0 00 p 0 � _ z0 W0 O m of CWl C/ 0 IQ �e jz C O 0 O O Uo w a ` w w m zO Z wr O 1= }� =o ® z °81 w J Y Z LU a W U u v I z J W H u H rc N � O Q W W z- - 3r gip- ¢ia>aa Q o o gaz w m 0jz w yyLL O_ rcy w rcz oz wz O O x LU oar o �o� ar o r H r _ H rc a z 0 po z rc zp rd r oow w � rcrc rc rc oW N �rx o ro�Hw a yz om Ho o wo L r< ow �o� o zoa� oz W o z r wo � W 0 oa w O�� om �oxoo Q m` zn m O OW AM 1 Q W 0 z_ W O - w i Qm O I ] �❑ 0 Q z F 00 =1 O Y mO 1 W O _ co Of --- -- ---- - J � � IQ ~ ------ Z 1 w I - w z0 1 IwCL m. 1 Z 1 w l ��e 0 m r 1 I Imo Je ,— -- w U m Q Ivair _ LO VHOJM a� ;" o a o WO p ❑ o1�o�> 0 U Q - _ s o a6aF So o - vao W - � o � � z o zzpaz - Ha N. O �= a �om �� o o z - ��a'< wr w o _ X50 5 ❑N p � w =� w p „z � =oma aN. wox a �II 8„ 4�w � p� p =� - 0 3g _❑qEm �xz zo zG 'W` U Op3rczp �o. 00 3 x ww w r - NO OHE UEom: . 4 ®X'oo W. LL_w Na O 00 O 00 Y 0 O DO w0 O O O 00 O 0 m 0 O ❑< wOzw ❑� a0 p0 O 0 0- z'c ® ® > OD U - Of CD Y Z ti w 7771 O0 'mO z ` ❑ 00 ��o ❑ O Do❑ m W o IQ Lu Q L o ILQ" w " w FO �Je z U LU � z W O m H^ > U o U 1 ~ O ZU ~ 0I < o �❑ i u a IQ _ W O ❑ I v � xe _ Q IZ N w O 0 0 U <� o Q w mN o a w w o a o - N w m" 5 ,. how NN p.w = LL<wo� o o�z �s � o�',Hzw w a Z J Z o mx �g w o - o Q O_- o�rc o aNaa �a J Z d w " Q 171z o <p �W owoawH _ U w" ipH L Q — m 0 CV a - p o off: "aaw m e a �pN oN www z� NO oLLlo Q oLL. _a9 0 0 Da O �o&p 0 m m i--------------� Z .: O Q rzi I .96 _ Q Z50 Iw uJ" ------------ a 0❑ _ �� I m ° ' 0❑ O I 1 1 O 1' N O 1 m IP �— D O C7 W 0 1 ' rl I W 0 _ 7 w CD J 111 II --- — 4F [L m 5 1 _ �¢ s }FF 911 <❑ \' m I 3 O 1 O m 0 < °O :m w U m Q sHe fI III tltll� i Ys {! 1 4(+tt1111,,5i i f �'i`411A� �d t tt d - s r , , 1 � fx rr t t �11,wt„ t ) ol$ tt. , I .4 4— f` s » M Ai a a {/ d - k t Ji lr 14 I> vv 2 ti t - ,} S 3�- t\} 7 1 vy i i)d i� x� qP P I 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.C. SUBJECT: Cottage District Infill Housing Redevelopment Project Update of Discussion and Contract Negotiations with Azur Equities, LLC SUMMARY: SUMMARY: Azur Equities, LLC was selected by the CRA Board on April 13, 2021 as the developer for the Cottage District Infill Housing Redevelopment as a result of a Request for Proposals and Developer Qualifications (RFP/RFQ) process that was issued on August 17, 2020 (see Attachment 1). The Board was specific in their goals for the site in the discussion leading up to their decision to selection of Azur Equities, LLC and authorization to staff to commence negotiations for a Purchase and Development Agreement (see Attachment 11). As a result, the following needs to be incorporated into the proposed Development Agreement in return for the CRA's land contribution and other funding: • The units need to be single-family fee simple ownership; • The units need to be affordable and address the Boynton Beach AMI; • The affordability of the units must be maintained; • The proposed plan to use local tradespersons and laborers in the construction of the development; and, • Any other supportive documents in support of the requirements of the RFP/RFQ (e.g. financial and/or proforma, etc.) in order to arrive at a negotiated Purchase and Development Agreement acceptable to both parties. During these past four months, the following has occurred: • April 2021 -Alternative site plan and building elevations were discussed and considered by Azure Equities, LLC based on meetings with City staff. CRA requested that all financials will need to be resubmitted to reflect the changes to the site plan and building elevations. • May 27, 2021 - Draft Purchase and Development Agreement was sent to Azur Equities, LLC • June 2021 - Executive Director Simon has requested numerous times for Azur Equities, LLC's comments to the draft Agreement and accompanying revised financials and supportive documents (see Attachment 111) • July 13, 2021 - Azur Equities, LLC submitted the tracked changes to the draft Agreement but no additional documents to support the requested changes • July 21, 2021 -A courtesy reminder was Azur Equities, LLC for the supportive information • August 3, 2021 - Azur Equities, LLC submission of financial and revised supportive documents Staff has reviewed the information contained in Azur Equities, LLC's August 3, 2021 (Attachment IV) and past submissions and determined that they have not completely addressed the Board's requirements and do not contain sufficient information to assess the cost/benefit of CRA's land and monetary contributions as it relates to the proposed development's financing, construction, and sales. Azur has indicated to CRA staff that they will only build as the units are sold. The capacity to build more than a few units at a time has not been demonstrated in the developer's financials and supportive documents to assure that the public interest is protected and that the project can be completed within proposed timeline. A reverter clause will not be effective when the land is subdivided and partially constructed and sold to individual homeowners. Once the land is conveyed to Azur, the lender(s) will always be in first position since their contribution is greater than the CRA's with the proposed project cost of over $11 Million Dollars. In order for the CRA to receive the undeveloped portions of the project back, the CRA may have to repurchase the land from the lender(s) and potentially pay for the land/infrastructure (non-vertical) development cost. Currently the entire 4.63 acre Cottage District land assemblage (valued at approximately $2.5 Million), including the two recently purchased properties on NE 4th Avenue, is unencumbered and debt-free. To enter into a Purchase and Development Agreement with Azur Equities, LLC would be an unnecessary risk to the CRA given Azur's hesitation with the terms of the Purchase and Development Agreement and its ability to construct and sell the product in the current active real estate market. Additionally, a continued negotiations would prevent the Board from considering other development interests or even the alternative of developing the property ourselves. CRA staff therefore recommends pursuant to paragraph 15.e.iv, termination of negotiations with Azur Equities, LLC pursuant to Paragraph 15.e.iv of the RFP/RFQ. BACKGROUND: At their April 13, 2021 meeting, the CRA had received a submittal from Azur Equities, LLC and withdrawal letters ceasing any further participation in the RFP/RFQ from the Boynton Beach Cottage District Development, LLC and Pulte Home Company. CRA staff provided the Board with a breakdown of the additional information provided by Azur Equities, LLC (Attachments V and VI) and the review of each proposal in accordance with the original published RFP/RFQ Evaluation Criteria (Attachments VII). The CRA Board selected Azur Equities, LLC and directed CRA staff to begin further analysis of their proposal as well as to begin establishing terms for a future Purchase and Development Agreement. CRA staff and Azur Equities, LLC met on April 22, 2021 to discuss their proposed site plan, designs and financial information. CRA staff and Azur Equities, LLC met again on April 29, 2021, with members of the City's Development staff to discuss preliminary site plan and design issues. The Azur Equities development team has been actively engaged in design and site plan layout meetings with CRA staff and the City's Development staff. Progress has been made by Azur to create a revised Cottage District I nfill Housing Redevelopment Project site plan layout and unit designs that will meet City Land Development Regulations as well as the economic needs of the developer. CRA staff and legal counsel completed a draft Purchase & Development Agreement that was provided to Azur Equities, LLC on May 27, 2021 (see Attachment VIII). Since that time, the CRA Executive Director has been in discussion with Franck Gotsman of Azur Equities, LLC to attempt to overcome any obstacles or concerns held by his firm that would prevent acceptance on the terms of the draft Agreement. On June 23, 2021, the Executive Director reviewed two important concerns held by Mr. Gotsman, 1) the sales and development timeline; and 2) the restriction on renting the homes. During this meeting, Mr. Gotsman was encouraged to submit his suggested changes to the draft Purchase and Development Agreement for CRA staff and legal review. The suggested edits were provided to the CRA on July 13, 2021 (see Attachment 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. Terminate negotiations of the Purchase and Development Agreement with Azur Equities, LLC for the Cottage District I nfill Housing Redevelopment Project. 2. Direct CRA staff explore the feasibility of the CRA developing the project ourselves and report back to the CRA Board at the earliest available agenda. 3. Alternative direction upon Board discussion. ATTACHMENTS: Description D Attachment I -Cottage District Infill Housing Redevelopment Project RFP-RFQ and Addenda D Attachment II - Excerpt from April 13, 2021 CRA Board Meeting Minutes D Attachment III -CRA Staff Requests for Additional Documents D Attachment IV -Azur Equities, LLC's August 3, 2021 Submission (No Confidential Financial Information) D Attachment VI -Azur Equities, LLC Presentation D Attachment VII - Proposal Evaluation sheets D Attachment VIII - DRAFT Purchase and Development Agreement D Attachment IX -Azure Equities, LLC's Proposed Revisions to the Draft Purchase and Development Agreement submitted to the CRA on July 13, 2021 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 0,353549-2 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 ty ti �Y 1„ i a Y ti 01353549-2 Page 22 of 36 ATTACHMENT "E" (continued) SAMPLE ELEVATIONS - 7-1 at ILI 9 Res t r, Rt „ j .. a , , 9 , z t, �'j v'" , — �F ,•a�A i 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� t �� -r 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. ''c to l u "N - [civ 8 xr � flovit, )7�I{ $ Fs r ` t 4,F'aw 'FFvmy rv, I hi. .nt Hr1 kxm��^a �P�>�•irp r � aI• r, :� � �. ww�,ta s a u .a 9 vx ti d Nr➢f A w ..in±,k �ta+�� x �A#4•rruav,aP��S�b"W]fi('P� f4xo?9I,r;S3L�' H S � Ya4P G I kwnx ! d..a x �„ 'J *W w I—WM.f Room yr+rvm v wu,.„s �.x - .. �9+,A��t z^§P srua�-n za 4 •;M,=n�w�..�rc x .I. .�.� r try a-r;r 1M f 4 1u1Wrx. An Mry .1. 1, "I'drv,1—o D,nx it arr'�s , 1�7 at w v f�W4.vL S.xj,„�r»r1 Tow 9W" >aa« >I « IW - - _ � �� b flu w.0 runx�c.tea.s9wry wap.�xraw�cw�nsaw.x tms �A I + � sii 111 lliillllllll� � —_ . "- itlxvn.mx.� f,�Pin'iPwPdar.kPk4 w.nVYPk.ta�a5w5 aza yw�'ti 1,45 __ @eemANmtl�wMw hid�l ate. ..d!w.®iye dnl Anrc:f�Fl�U�xd' 4&* esu k,cliff a t+FmP-.rte; A—% OWN 410 uoim 4470 0. >tNw 1. W. .sem.= .Aft .I A. ,. r ,a, s e s*1vm d dt u 41 I I 1 x B a� U l`9 ltt�r ��t.f��st�/ ,t•�yjj �-w\{s_ - �� 1�{ wYn I.: 1 Iv, 11. old I:!.�.'. s f a I�vr s i�Ymn P 1-�;m d!�8 IYk ,u wwrc wp!r x "jos 4i e atraf.!x... �saw€u�.,va opt ao-.��s 01353549-2 Page 25 of 36 graphics below by Looney Ricks Kiss Architects, Inc. C.,uuuA(;,L Housi, Lj-Yr 3 S' a'--W I— 'kwi i4. 'qx ""w!' L-UM.1" JIM,, Rv'no Un 35' W 0'. 01353549-2 Page 26 of 36 graphics below by Looney Ricks Kiss Architects, Inc. i PAIREN", bYT/ 1Y A5' n, �pp� � w L tE t iw d I r�#b �� -•g` e H M'. P wA t f r 7 �4• � � �It 3�I " �E .4:�o`-t� k �k tu..w'utrc "Om w l NOW-11M i x P_ s " 4 y [ ry �.�+ %,:PPTyE€l "s� Uri 40'-5(Y s 'Stye f+e, 4 a sr3r 1 ' wiw aJl7Eq�3- r,�«�rar �wzirxi�ns�°Fr a,ataswt Y»r�>x& I t Aw f i, t�i � � � •,ti, an Awa,�.�e „i�.e�r��tm rs tai. ri t AW �a',rv`sW waure t,La s.urw�r,e cwce. ,.,a � d,.as Faa 6yaF5�.n�� tw,rw,ux I�° kar3 t„, „s graphics below by Looney Ricks Kiss Architects, Inc. 01353549-2 Page 27 of 36 e. C � «T rt50W r h 3 f u ko� mom A B 9 n, S ` F¢` !G r E 1 i' k 9 a a r ,iN� 5 �v am,eri�,�w,�'- �=+3•Has 4a�wFs��.p s w a+ 3 � i r� df� y 3 Ell 01353549-2 Page 28 of 36 ATTACHMENT 7" ENERGY EFFICIENCY GUIDELINES CHECKLIST The respondent will ensure that, to the greatest extent possible, all construction within the proposed Cottage District development meets the following minimum standards. Through the execution of this Exhibit, the proposer is certifying that the following elements checked below will be incorporated into their development plan. 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 B'C-)YRC)N ,. .WWWBEACH '�CRA C1 . L 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. 41h and N.E. 51h Avenues and N. Seacrest Boulevard and N.E. 1St 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. oyntoneachcra.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 A, (t14 s f(t'»3jWAISM Y q �' g RA �-;�a'&A��IUCITY` L€.>1�.W-1 t�''i1d.N rf'A4GENCY BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT Issued Date: August 17, 2020 Submission Date: October 23, 2020 Date: March 12, 2021 Corrected REQUEST FOR INFORMATION FROM SELECTED PROPOSERS At their March 9, 2021, meeting and as provided for under Section 18.M. of the Boynton Beach Community Redevelopment Agency (BBCRA) Request for Proposals and Developer Qualifications (RFP/RFQ) for the Cottage District Infill Housing Redevelopment Project, attached hereto as Exhibit A, the BBCRA Board selected three (3) Proposers and asked that each provide the additional information detailed below. The BBCRA Board Selected Proposers are: 1) Boynton Beach Cottage District, LLC; 2) Pulte Home Company, LLC; and 3) Azur Equities, LLC. The BBCRA Board is requesting additional information and providing revisions to the criteria set forth in the original RFP/RFQ's housing affordability criteria as described below: • Unless already articulated in the Proposer's original response submission, please provide a proposed plan for inclusion of Boynton Beach residents as potential buyers and provide the proposed maintenance of affordability mechanism for the housing units sold within the proposed development. • Replace 2020 Palm Beach County Area Median Income (AMI) income levels with the Boynton Beach Median Household Income (BBMHI) income levels for households within 80-140% of median income as provided below. Moderate income (80% to 120%) $52,146 to $78,218 Middle income (120% to 140%) $78,218 to $91,255 • If deviating from your original submission, provide a detailed description of the 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." • Provide a breakdown of proposed unit sales prices for each unit type or model and identify the corresponding income levels of the potential homeowner based on the Attainable Housing Formula assuming that not more than thirty percent (30%) of gross household income should be expended for housing costs. Consider providing a wide range of sales prices attainable for those whose household income falls within the 80%-140% of BBHMI. Please include the costs associated with any proposed Homeowner Association fees. 1 • Proposals must be received by the BBCRA at 100 E. Ocean Avenue, Boynton Beach, FL 33435 on or before Monday, April 5, 2021, 12:00 p.m., Eastern Standard Time (the Deadline). Proposals received after 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. • Corrected: The requested information will be presented to the BBCRA Board at their regular meeting on April 13, 2021 at 5:30p.m. in Commission Chambers located at 100 E. Ocean Avenue. • Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one unbound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the submitting proposer and one digital copy of the complete proposal in PDF format on a labeled CD/DVD or thumb drive. • 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: Michael Simon, Executive Director, Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, Boynton Beach, Florida 33435 Phone: (561) 600-9091 Email: SimonMabbfl.us • The terms and conditions as described under RFP/RFQ Section. 17. Limitations on Communications; Cone of Silence; No Lobbying; shall remain in full force and effect. 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 Board had an appraisal done, which said if you have a big building and there is extra land, it is worth x dollars . Land is worth what it was worth on its own. They could not even fit a ramp to get to parking which is required under the Code, it was unbuildable. He disagreed on how valuable the land was. Board Member Katz commented he was referring to how valuable the land was to Mr. Camalier. Motion Vice Chair Penserga moved to delay the issuance of the notice of default for 30 days. Board Member Hay seconded the motion. The motion failed 2-3 (Chair Grant and Board Members Hay and Romelus dissenting.) Attorney Duhy noted the Board has not waived their right to notice the default at a later date. She agreed to contact Attorney Miskel. 15 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.` Chair Grant noted at one time, five people applied and they are now down to one. Mr. Simon explained the item was to discuss the request made to the Boynton Beach Cottage District LLC, Pulte Home Group, LLC, and Azure Equity, LLC, for additional information about housing prices and the Boynton Beach area median income chart. The Boynton Beach Cottage District.LLC withdrew their response after the meeting last month and Pulte withdrew their proposal yesterday, so the single proposal received during the time period was Azure Equity, LLC. That information was provided in the attachments and representative from Azure were present. The options were to select Azure Equities and commence negotiations, terminate the RFP, or request more information. Franck Gotsman, Azure Equity, was present. Chair Grant wanted to move forward working on a purchase and development agreement with the CRA. Based on the CRA's last discussion with the developer, the City wanted to rearrange their design and would likely do so with Azure. Mr. Gotsman explained they are open to a redesign and all the homes will be in the 80% to 100% of the Area Median income range. Vice Chair Penserga commented they made no mention about maintaining affordability and how to keep the homes affordable and not flipped a year after. Mr. Gotsman explained they work the highest percentage possible. There will be three parcels at 80% of AMI and the rest at 100%. The cost of construction increased and the bank is being difficult. They have come in with a product that fits the CRA with different options for houses so people can choose and upgrades should.they decide. The prices of the home are $199K. They are working closely with Keturah Joseph, at the Boynton Beach CDC on the price points. They could include a park and a bus stop for the children. He tried to talk to Ms. Oyer and left messages with her brother to include the property next to it, but has not been too successful. Vice Chair Penserga reiterated his concern how to 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 maintain affordability. Chair Grant did not want the homes to be flipped or rented. He noted they have associations, or land trusts, similar to what Habitat for Humanity does with a Community Land Trust and thought that was something the CDC could help with. Mr. Simon explained that was a different model outside the parameters of the RFP/RFQ. Mr. Gotsman commented they cannot put restrictions on people. They will work to find Boynton Beach residents to give them the first opportunities and the CDC has a list of homebuyers. He commented they cannot inform individuals they cannot sell their homes in three or four years. They are working on putting together a community that makes sense and for the long term. They are open to discussion and would be amenable to suggestions as long as it does not hinder people from purchasing the homes. Board Member Romelus was opposed to a land trust that would not allow the owner to own the property outright. The purpose of the community was to make it affordable and give the homeowners the opportunity to benefit from the equity they would build in their homes. They cannot guarantee the homes would be in affordable price ranges in perpetuity. She was not opposed to an association. Vice Chair Penserga agreed with Board Member Romelus. Mr. Gotsman explained the community can be designed in a Key West style. Motion Board Member Romelus moved to select Azure Equities. Vice Chair Penserga seconded the motion. The motion passed unanimously. 15 E. Discussion and Consideration of Letters of Intent for the CRA-owned Property located at 401-411 E. Boynton Beach Boulevard. Mr. Simon reviewed the history of the project and the various proposals as contained in the meeting materials. Board Member Katz thought Mr. Collins' Letter of Intent should be accepted. He did not know if any of the remainder of the letters could fit into the site and liked the flexibility of what Mr. Collins was offering. Mr. Simon explained the remainder of the property that is structural is not usable and that is why they are slated for demolition. The focus of the proposal would be limited to the 401 main building on the corner. Board Members Romelus, Hay and Vice Chair Penserga supported Board Member Katz's comments. Chair Grant commented his proposal requests access to all grants and they have no more funding. They could move forward with Fish Depot, but he did not know if they would move forward without the grant funds. Board Member Romelus noted the CRA has grant funds that will be allocated in the next fiscal year and businesses, if they cannot apply now, could apply next year. Mr. Collins explained they get fish from a number of areas, some of them local and the local reefs do not support what the population will consume as there are not a lot of fish 17 Shutt, Thu. From: Franck D. Gotsman <gotsman@aol.com> Sent: Tuesday, August 3, 2021 1:09 PM To: Shutt, Thuy Cc: pascal.cohen@yahoo.com Subject: Re: Cottage District Agreement & Information needed Attachments: Canary Village - Complimentary Info2.pdf Hi Thuy, We have changed the original numbers sent as we had accounted for more larger and pricy units. We are estimating that the lower priced unit will be more in demand. Final numbers of units will depend on demand though we only have 3 lots available for the lower unit. Reducing the number of units from 39 to 34 is increasing the price per home as the Development costs remain the same. We have had a new chart illustrate prices based on the BBHMI. Hope that we were able to provide you with what you wanted. Regards Franck D. Gotsman Managing Partner ---------------------------------- AZUR EQUMES Tel: 954-765-6254 / Cell: 305-984-9535 2875 NE 191st Street, Suite # 600 Aventura, FL 33180. www.azurequities.com you Furthermore, -----Original Message----- From: Shutt, Thuy<ShuttT@bbfl.us> To: Franck D. Gotsman<gotsman@aol.com> Cc: Simon, Michael <SimonM@bbfl.us>; Utterback, Theresa<UfterbackT@bbfl.us>; Nicklien, Bonnie <NicklienB@bbfl.us> Sent: Thu, Jul 29, 2021 5:52 pm Subject: RE: Cottage District Agreement& Information needed Hi, Franck, Please see below for a clarification of the level of details we will need, we are not talking about detailed design or construction documents: 1. Cost of each unit type (sfd or townhome based on proposed#bed/bath) based on the submitted project costs and latest site plan. This breakdown should show all costs, on and off site, as well as soft and hard costs. 2. Proposed sale price for each unit(sfd or townhome based on proposed#bed/bath); . 3. How are the proposed sale prices(based on the new site plan layout and unit counts)addressing the City of Boynton Beach Area Median Income as provided in the attached Addendum #2; and, 4.The total amount of funding from the CRA(land cost amount and $385,825). Please refer to the link below in my previous email for an example of a proposal format that CRA staff has worked with a previous proposer that contains clear and concise supportive documents/information on which the Board based its decision. You do not have to use their layout but the information should be presented in a easily understandable format of how the project will be financed, developed, and sold. https://boyntonbeach.novusaeaenda.coin/a erada ublic/CoverSheet.as)x?lter iD=565 & eetln 11 110, Attachments IIIA and B, IV, and V. Thank you. Thuy Shutt, AIA, FRA-RA Assistant Director Boynton Beach Community Redevelopment Agency 100 E.Ocean Ave. I Boynton Beach, Florida 33435 561-600-9098 ShuttT@bbfl.us I http://www.boyntonbeachcra.com �'�`rjj El America's Gateway the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore, your e-mail communication and your e-mail address may be subject to public disclosure. From: Franck D. Gotsman <gotsman@aol.com> Sent: Thursday, July 29, 2021 3:06 PM To: Shutt, Thuy<ShuttT@bbfl.us> Subject: Fwd: Cottage District Agreement& Information needed Hi Thuy, Just to clarify, for financial purposes„ what we have sent you are based on the max sold, that means clients buy all the most expensive homes possible on the sites. The reason was to showcase that we have no issue financing such possibility. Following our conversation, I realize that the numbers were not the most important thing you were looking for. We do not expect that to happen as we believe many of the less expensive homes will be sold which will greatly reduce the size of the homes, the construction necessary and therefore all the numbers, We should be able to send you the package you requested with all the expected home sizes, prices, number etc by tomorrow. 2 Are you also expecting all the details of the homes,final site plan, renderings?We were expecting to get into the details once the development agreement moved forward and we agreed on all the detials. Please advise. Regards, Franck D. Gotsman Managing Partner ---------------------------------- AZUR EQUITIES Tel: 954-765-6254 i Cell: 305-984-9535 2875 NE 191 st Street, Suite#000 Aventura, FL 33180. www.azure_q_,ities,.com CONFIDENTIALITY The contents of this email message . intended solely for the may contain confidential and/or privileged information and may be legally protected recipient of this message or their agent, or if this message has been addressed to you in error, please immediately alert the sender by reply email and then delete this message and any attachments. If you are not the intended recipient, you notified that any use, dissemination, copying, or storage of this message or its attachments is strictly this interacted discussion only : to create a contract. -----Original Message----- From: Franck D. Gotsman<ootsn an aoLcorn> To: Shutt-€"ftb lm <ShuttT i bb u > Sent:Wed, Jul 28, 2021 2:10 pm Subject: Re: Cottage District Agreement& Information needed Hi Thuy, As requested,we are sending you all the complimentary information you have requested. Please note that all the financial info are for your use only. Please advise should you require any further information. Regards. Franck D. Gotsman Managing Partner --------------------------------- AZUR EQUITIES Tel:954-705-02 i Cell: 305-984-9585 2875 NE 191st Street, Suite#000 Aventura, FL 33180. www.azurer]uifies.com attachments solely -----Original Message----- From: Shutt, Thuy<ShuttT:tfrbbf,.us> To: Franck D. Gotsman< ra j9a ol. irn> 3 Cc: Simon, Michael < irn_on ? bfl.0 >; Utterback, Theresa<UtterbackTbfi.0 >; Nicklien, Bonnie <Nic l'senB L.bbfLus> Sent: Fri, Jul 23, 2021 11:27 am Subject: RE: Cottage District Agreement& Information needed Good morning, Franck, The only blank template the CRA has is the one recently developed for the 115 N. Federal Highway RFP-RFQ project that is now available for download on our website: httPs11www,bovn ton beachcra.com/honie/shgw ublisheddocumentd604/ _ 762536453000 (see Attachment F, Page 24). 1 have attached it for your convenience. We spoke yesterday about the previous proforma submission from Neighborhood Renaissance, a previous proposer for the Cottage District project. You may want to take a look at their format to see if you can adapt it for your project. It contains information for CRA staff to determine your uses and sources as well as what is being requested of the CRA. Please note they also submitted a commitment from their financial institution for the revolving loan for construction as part of their back up documents to the proforma. This financial information, in addition to the items listed below in Mike's email, and your updated preliminary financing commitments from a lending institution or other primary source of debt or other financing will be needed for staff to evaluate and coordinate with our attorneys on the terms of the Purchase and Development Agreement. The link below contains the supportive documents from NR for their proposal: httl:)s://bov,ntonbeac .novusac nda.corn/-aen a ublic/C y rf�heet..asam1D=5650& eetiD�L1 =1 '0, We look forward to your response. Thank you and have a good weekend! Thuy Shutt, AIA, FRA-RA Assistant Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Beach, Florida 33435 561-600-9098 ED ShuttT@bbfl.us I http://www.boynto n beach cra.co Ell America's Gateway to the Gulfstrearn Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore,your e-mail communication and your e-mail address may be subject to public disclosure. From: Franck D. Gotsman<g2 Lsmggol.com> Sent: Friday, July 23, 2021 10:26 AM To: Shutt, Thuy< huttTmcbfl.u > Subject: Re: Cottage District Agreement& Information needed 4 Hi Thuy, Please send me,the Financial template we discussed. Thanks Franck D. Gotsman Managing Partner ---------------------------------- AZUR EQUITIES Tel: 954-765-6254/Cell: 305-984-9535 2875 NE 191 s Street, Suite#600 Aventura, FL 33180. www.azureguifies.,corn CONF intended solely for the addressee(s) and may contain from disclosure. If you are not the intended recipient of this message or their agent, or if this message has been addressed to you in error, please immediately alert by reply email and then delete this rnessae and any attachments. If you are not the intended recipient, you _ notified that any use, dissemination, copying, or storage of this message or its attachments is strictly for purposes only and cannot I used to create = binding contract. -----Original Message----- From: Shutt, Thuy<ShuftT@bbfIj s> To: Franck D. Gotsman < otsman 1?e€ar > Cc: Utterback, Theresa<QtterbackT& bfl.us>; Nicklien, Bonnie <NickfigE13C bb . >; n nocb 3aec.corn <nino(5g3aec.covn>; Pascal Cohen <pascal.cohgn&yahoo.co >; Simon, Michael <.Siror bbfl.r > --m—rim Sent:Wed, Jul 21, 2021 5:37 pm Subject: RE: Cottage District Agreement& Information needed Hi, Franck, Just following up on Mike's email with a minor correction. We would need the requested information/documents by Wednesday, July 281h to allow adequate time for staff and our legal counsel to review. Please feel free to contact me if you have any questions. Thank you. Thuy Shutt, AIA, FRA-RA Assistant Director Boynton Reach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Beach, Florida 33435 661-600-9098 ShuttT@bbfl.us I k tt ://ww .boyntoneccr .com iK,Y t} 5 America's Gateway to the Gulfstrearn Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore,your e-mail communication and your e-mail address may be subject to public disclosure. From: Simon, Michael Sent: Wednesday, July 21, 2021 5:15 PM To: Franck D. Gotsman<gotsmag@yaoLcorn> Cc: Shutt,Thuy<ShuttT&)bbfl.0 >; Utterback,Theresa<UUAtteLrbackT eDbbfi.us>; Nicklien, Bonnie<NickfienB @bbfi.,us>; nano @_q3aec,com; Pascal Cohen<pasc;aLqohenCcb ahoo.qorn> Subject: RE: Cottage District Agreement& Information needed Good afternoon Franck: I am heading into a meeting but wanted to respond to your email below. CRA staff has reviewed the Blackline edits your team made to the draft Purchase&Development Agreement and sent to CRA legal counsel for their review. Our legal team does have some issues they will likely need to discuss with you or your legal counsel in order to work out more acceptable language. As we reviewed your suggested edits,there are sections of the Agreement that rely on certain details of your proposed project that still need to be presented in order to be incorporated into the document. These items include the following: • a final draft of the Project's proposed site plan • a revised development timeline beginning from execution of an agreement until Project completion and closeout • a revised proforma,cost breakdown,absorption/sales schedule • a financing plan and timeline for funding implementation CRA staff will be bringing the CRA Board an update of our negotiations at their August 10,2021 meeting. We will need the items listed above by the end of day on Wednesday,August 4,2021 in order to become part of the agenda packet. In a related matter,I have submitted my resignation to the CRA Board and will be assisting with the transition of agency management to our Asst.Director,Thuy Shutt.Thuy will be taking over as CRA project lead for further negotiation of the Purchase& Development Agreement and final project development. Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Beach, Florida 33435 561-600-9091 Ili 561-737-3258 SimonM@bbfl.us I http://www.boyntonbeachcra.com 6 B _ America's Gateway to the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore, your e-mail communication and your e-mail address may be subject to public disclosure. From: Franck D. Gotsman<gq�t�mgn@aolxom> Sent: Tuesday, July 20, 2021 1:36 PM To: Simon, Michael <S > Subject: Re: Cottage District Hi Michael, Hope you are well. Tried to reach you a few times. Please call me when you can. Regards Franck D. Gotsman Managing Partner ---------------------------------- AZUR EQUITIES Tel:954-765-6254/Cell: 305-984-9535 2875 NE 191st Street, Suite#600 Aventura, FL 33180. are ggities.com any intended recipient of this message or their agent, or if this message has been addressed to you in error, please immediately is intended discussion purposes only cannot be used to -----Original Message----- From: Simon, Michael <SirnonM,&vbbfLus> To: FRANCK GOTSMAN <gotsmanAbaol.com>;nLbo a. Pascal c;o,hen&ygbgqgM <Pascal,cohendlsvahoo.CWTI> Sent: Mon, Jul 12, 2021 10:53 am Subject: Cottage District Good morning Franck and Azur team: You are not required to participate in tomorrow night's CRA Board meeting but I wanted to provide you with the video link to attend virtually if you wanted to. 7 Toview and/or participate inthe July 8BCRA Board meeting online, you may watch the meeting via GoToWebinar Platform. Please click here toregister for the meeting: After registering, you will receive a confirmation email containing information about joining the webinar. Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach Community Redevelopment Agency 100E.Ocean Ave. | Boynton Beach, Florida 33435 � 561-800'9091 la 581-737-3258 S1rMonK8@bbf|.us http://wvvw.boyQh]nbeachC[a.coOl America's Gateway to the GuUfstrea0V Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore,your e-mail communication and your e-mail address may besubject tnpublic disclosure. To: AcurEquities, LLC 8DYNlONBEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RRJ) COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT Issued Date: August 17, 2OZO Submission Date: October 33, 2O2O Date: March 12, 2O21 REQUEST FOR INFORMATION FROM SELECTED PROPOSERS At their March 9, 2021, meeting and as provided for under Section 18.M. of the Boynton Beach Community Redevelopment Agency (BBCRA) Request for Proposals and Developer Qualifications(RFP/RFQ) for the Cottage District Infill Housing Redevelopment Project, the BBCRA Board selected three (3) Proposers and asked that each provide the additional information detailed inthe attached document. The three BBCRABoard Selected Proposers are: 1) Boynton Beach Cottage District, LLC; 2) Pulte Home Company, LLC; and 3)AaurEquities, LL[. 8 The BBCRA Board is requesting additional information and providing revisions to the criteria set forth in the original RFP/RFQ's housing affordability criteria as described in the attached Request for Information from Selected Proposers document. It is our sincere desire to have your firm provide the requested information as the BBCRA continues its review and analysis of the Proposals. Thank you for your time and consideration. 9 From: Shutt,Thuv To: Utterback,Theresa Subject: FW: Draft Cottage District P&D Agreement for Azur Review Date: Thursday,July 1,2021 11:38:00 AM Attachments: image300922.png imaae374434.12na imaae690563.pno imaae800663.12na imaae971138.pno imaae848931.12na imaae817232.pno FYI From: Simon, Michael Sent: Wednesday,June 30, 20212:04 PM To: FRANCK GOTSMAN <gotsman@aol.com> Cc: Shutt, Thuy<ShuttT@bbfl.us> Subject: RE: Draft Cottage District P&D Agreement for Azur Review Good afternoon Franck: This email is being sent as a follow up to our discussion last Wednesday,June 23rd regarding your review of the draft Purchase&Development Agreement that I provided to you on May 27,2021. We discussed the fact that other than a few sales models,Azur would not be building all of the units at one time and the language in the Agreement needed to better reflect your intention which is to build units as they are purchased by the future homeowner. Also, you had not confirmed the details involved in the City's replat, zoning and site plan approval process which you will need to know in order to further address the issues most closely related to the development timeline section of the draft Agreement. An additional area under which you expressed concern related to the time restriction on a home owner being able to "rent" the unit purchased within the Cottage District. The CRA Board had identified a 15 year restriction within the language of the RFP and you would like to see it reduced down to 3-5 years because you feel it will negatively affect the buyers willingness to purchase the units and overall sales. Please add any language that you would like for the Board to consider. As I described during our conversation, CRA staff is looking for Azur to make any desired language amendments or suggested changes and send the draft back to us so that we may review them with CRA legal counsel before providing you with a response. The CRA Board is ultimately the entity that must agree to the terms of the document and any items that Azur wishes to amend. In order to go before the CRA Board at their July 13th meeting, we will need to receive your desired changes to the agreement no later than end of day Wednesday,July 7th. If you are not able to complete your review and language changes by then, the draft Agreement would go before the CRA Board at their August 10th meeting. Thank you again for taking the time to speak with me about your concerns and we look forward to receiving your edits. K4ichae| Simon, FRA-RA, [P2�� LRES ExecutiveDirector Boynton Beach [ommunityRedeve|opmentAgency l0] E� OceanAve, � BoyntonBeach, F|orida 22425 America's Gateway tothe Gulfstream P|easebeadvisedthatF|oridahasabroadpub|icrecords |awanda|| correspondencetomevia emai| maybe subjecttodisc|osure.Under F|orida records |aw, emai| addressesare pub|ic records Therefore, youre mail communication and youre mai| address maybe subjectto pub|icdisc|osure. Fromn: FRANCK GDTSMAN < > Sent: Monday,June 21, 2O215:54PM To: Simon, Michael < > Subject: Re: Draft Cottage District P&DAgreement for AzurReview Hi Michael, AUgood for 9:3OWed. Nb. | amnot saying vveshould allow rentals right away but for example a 3'5years limit would dissuade simple investors and may facilitate sales. We will discuss wed. Franck D. Got man Managing Partner ---------------------------------- AZUR EQUITIES --------------------------------'AZUREQU|T|ES 2875 NE 191th Street Suite#600 Aventura, FL 33180. www.azurequities.com On Jun 21, 2021, at 16:36, Simon, Michael <SimonMna bbfl.us>wrote: Hello Franck: Wednesday morning is perfect. Is 9:30am ok? Regarding the brief points you made in your email below, we can add language that references how you will build the homes and how many models you will be building. You may also want to talk to the Board about the rental restrictions but I can tell you that no affordable or workforce housing project/program that I have been party to allows rental. It would only encourage investor purchasers and not home-owners. We could talk about reducing the time limit down to 8 or 10 years if that will make you more comfortable. Again,these are not being sold at a reduced cost so that someone can buy one and make it a rental property. In this situation,rental destabilizes the development and surrounding neighborhood. I look forward to speaking with you on Wednesday. I:.Xe C,uHVe moi; ec, ro w, 100 1. (-),--ea Ave. ire w�. '��.a�.iJ . �:� ,..'a � ,413,5 i_.0 1I CMi "' http://www.boyntonbeachcra.com NE America's Gateway to the Gulfstream use: e nye a:11 vi se.� a . � . a as a h a �n� _ "e_ .�s .a w a .. a ro n Jlence << mei a c a a n _ c.l c u r _ ay., erre u. ,r e s s es are 1 .e c ,o U r e r,a c r Y U.. -,a� o a e r,a ,a , c rn a.,; he c�� n� U"e. From: Franck D. Gotsman <gotsmanna aol.com> Sent: Monday,June 21, 20213:55 PM To: Simon, Michael <SimonMna bbfl.us> Subject: Re: Draft Cottage District P&D Agreement for Azur Review Hi Michael, We have been playing phone tag as I keep leaving you messages at the office. There are just a few details we would like to review and also we wanted to talk before the other RFP comes out. In regards to the Cottage district, the most important is to mention that houses will be built as they are sold, we have not found any mention of this very important information on the draft. The CRA would like to set very strict restrictions in place (15 years no rentals, that we would like greatly reduced to facilitate sales) and these restrictions can limit the speed at which houses get sold. Again, we would like building the project quickly with the City as long as we all understand that it the restrictions put in place may hinder the sales effort. We do not have a Chrystal ball and maybe all the houses will sell in 3 weeks. Unfortunately there are reverter clauses in place in case they do not. Let's discuss and move forward when you have time, I am free all day tomorrow and all morning wed. Hope you are enjoying your vacation, Regards Franck D. Gotsman Managing Partner ---------------------------------- AZUR EQUITIES Tel: 954-765-6254 / Cell: 305-984-9535 2875 NE 191st Street, Suite # 600 Aventura, FL 33180. www.azurequities.com -----Original Message----- From: Simon, Michael <SlmonM( bbfl.us> To: Franck D. Gotsman <gotsman @ aol.com> Sent: Mon, Jun 21, 2021 2:49 pm Subject: FW: Draft Cottage District P&D Agreement for Azur Review Hello Franck: Would like to schedule a time this week for me to call you regarding the Cottage District Purchase&Development Agreement? I am out of town on vacation but would be more than happy to speak with you regarding any issues you may that need to be discussed. If so,please give me some dates/times that you are available and I'll see what works with my travel. Thank you. Michael Shmon, FRA-RA, 0-131-1, LRES Executive Urector Boynton Beach Community RedevelopmeriL Agency 100 E. OceanAve. "Boynton Be a c., . "fir ,. a 33435 ti t http://www.bo ntonbeach cra.com America's Gateway to the Gulfstream Please nye advised that Florida as a broad ub _ records law arid all correspondence t me i a emall may be su j c� to disclosure.Ur de Florida records ds a w, ernail addresses are public c o Therefore, ,ou e-mall communication arid your e-rnail address may be subjecL to public disclosure. From: Simon, Michael Sent: Thursday, May 27, 2021 9:13 AM To: FRANCK GOTSMAN <gotsmano_aol.com> Cc: Tara Duhy (tduh Jlw-law.com) <tduh Jlw-law.com>; Kenneth Dodge <kdodgeV_llw-law.com>; nino o_g3aec.com; pascal.coheno_yahoo.com; Shutt, Thuy; Utterback, Theresa <UtterbackT hbfl.us>; Nicklien, Bonnie <NicklienB a2bbfl.us> Subject: Draft Cottage District P&D Agreement for Azur Review Good morning Franck: Attached please find a draft Purchase and Development Agreement as prepared by CRA legal counsel and CRA staff for your review, comment and suggested revision. We intentionally left certain comments visible in the attached"track changes" draft in order that you and your counsel will see the various items that will need to be addressed in some way by both parties. If during your review,you have questions or concerns regarding the draft language or intent,please do not hesitate to contact us. We are more than willing to discuss these items and will make ourselves available to discuss each and every concern in order to put forth the most agreeable document for both parties. You and I had discussed having this item on the June 8th agenda but given the complexity of the Purchase and Development Agreement, I do not want to present an unfinished document to the CRA Board or the public. If we can manage to complete this detailed review process before next Friday at noon, then we can place the Agreement on the June 8th agenda. If not completed,the Agreement would go before the CRA Board for approval and execution at the July 13, 2021 meeting. Thank you very much for your time and effort thus far in the RFP/RFQ process. We look forward to continuing these efforts to a successful conclusion. FC2, - (f)j 0000 Q rl ZDCL (f) O M H L O Lo CN 0 o rl O CV • H Q 00 F W ..• ZD 40 NLO (nH ULA � ZD Q ti Z Z O ? N 00 QQ U . 2 C= �a v-'Qo `SEN vup� N-o v Q V T p H T V O N 2,N N N E p Q N N v0- T N cl w E,N C 0 N C C p! v C .0 Wj N CL aS O q LU Lu C N O O a ul N y T Co bbn Q N > O d y v 4 c d E,N a zE N Q CLE p E' ❑ LLLI 1,V._ C CL F- Eo N °'u- o 0 0u C v N Z - N Q4- W - v 7 0 O b V W� u V) uj u 0 0 <uj u 0 V) u 0 00 00 ro -0 -0 r— E u V) -0 0 0 C)- V) u 0 E -0 u r— 0 < V) Q) E Q) 0 0 V) 3: _r_ >�cn E 0 0 0 u 0 'Z C)- E < 4- 4- -0 0 V) V) -0 r— 0 �2 4- �u 0 -0 0 4- 4- 0 r- u �r- U 0 4- 4- V) 4- r- u Q) V) u 0 E >1 4- 42 Q) 0 W > 0 _r_ 0 -0 r- 0 co F-1, 0 0- CL bB co CD C: co 0 co co cn 3: 0 0 co co CD cO E bB M u C:� LL- 0 < < Q- u < J� '\�i�� +♦ j I ( _.�I ,I, � � � ��) �I1f�llIVII�III� � - �IIIIIIIIII�llllll�illlllllll@1111'OIIIIII �! RAN � t.�i � � III IIV��IIIII�IIIIIII I�IIIIII � .� 9�II1111111111111Jllllllllllll�llllll1111, ®� � £a ��d lllllll�;,11111111111111�11IIII. ..... IIIIIIIIOIIIII1111111111111VII�11 r ,� � � li 1111111111�1111�I�IIIIII�IVIIIII�011111�, � 111111�I111��dIaDIIIIII1VIPlllll�lllpllllll' �� 't� �1 ., � �IIIIItlIIIEllllll��lllllllllll ll��, d��(�) I , II�� II�. �011lll�llllllllllllllllllllllllllll''�� ®� ' ''' ' �' " II IIIIIIIIVPII 111 1111 i � I�I,H,� � r �� IIIIIIIIIIIIIIIIIIIIIIIIIIIII��IIIIII� �� I IIQIII� IIS III I � r, � IICIIII�11@lp�llllll�lll�llllllllllf,�i ® � 0 ��tt1i 1t �IIII! tip �,,1�1911111111111VIIIIIIIl111111V1 0 11 � � -Illfllp�lll�lllllllllllllh�ll�l . � ,, 1111,111 'lll�l�t ■ �, � .,1.. ��iiyi�immiil�odimii°u"Ill�ll�l ■ ,, � 0 �� IIIIIIV�1111111111111VIIIIIIEIIII ,at t � ` �k� � �, IIII�IIII�IIIIIIIIIIIIIII�III�lllll � �III � N [ � tti q ��, �11�1�III IlVllll[lilllllllllllpj�llllllll ''�, it �N� �[ iiiiENO iiil�IIIIEIII� I >�� IIIIII'°� lllllilllllllllllllllllll � �� 1 �� , � IIIIII�I � �IIIIIII��IIIIICilllllipll111111'01111�1� �� `"� 4i��", (1}��i � �' � 1111 I 7r �IlV1111111�11111111111111111111�1 �� r 111111 ■ IIIIIIIIIll11111111l1l 1111111111111 ,1 itli MOM �ll�`U"flsl;;t�)1 � � l�lllllllll19111111pd1111111111111111111.. � ® k.- , 'if€� �� ,y,S�i II i �� 111111�.111 N 1�1�I11111111111�f110111111111� IIIIIII� �'� y t K�'�tl4j�� F �llul�l,„111111@Ililllllilllllll�llllll[�I IVIII�III�IIIV1111111�II1[IIIIIIIN�iy„”�,, i' � 9,i{s y1u�, �� IIIIIH lllllllll�llllllll�lll' �� IIIII�hi111111111131U1111N1111 �" Vit` �1 � t� � 111�11��1111�1�IIIII1111111111 = _ ■ � � 111111ho11111@IIIIIII11011111111 � } ,, Illlllll�illlilllllllllllnllll�l t �� 1 1 � IIIIIIIId�lllilllll�lllllllllllll r ,� �;: � t OIIIIHIIIIVIHIIIIIIjIIIUllllll�llli . �f, IIIIII�� 111111�11111�IdIIf�II��IClllll,t i ■ r fat � tr�r ■ ��'1i'�� ` � �� 1111111111111111111111111EIIIIIII'! �' � 1 � ��,,.�, 1 � � 111�6111111VIIIIIIIIIIIIIIIIIE�I111111��11111��_ .. �� s�l�lg, �u' � � li ��s� '�* "�� g�{�5; kms- t�'✓at ;,d, - _ _ rn CD r� 00 ',Dl CD CD CD CD CD CD CD CD CD CD C� C� C� C� C� m m m m m I= co U') r\j U') r\j r\j rn rn rn < LL. LLJ 0 V) V) V) E E v) 0 0 E cn z 0 0 0 0 ro ro C cn OE E 0 0 ro 0 0 LL= LL. oa (/) V) LL. (/) u V) CD CD CD CD CD ro ro LLJ ro rn 00 LLJ Ln c LL. LL. V) V) 0 LLJ rn 0 o 0 00 CT) co —j —j 0 Ln r� —j 0 (2) Q) u LU E 0 LU W L/) Ln —j < cn cn D D u i= — E E u in —1 E E LLJ LU < < cn 0 0 w LU < < m 0 0 0 U E E E 3': 3' 0 u U E E E 3': 3': V)� 0 0 0 0 0 0 0 0 0 0 L L L 0 00`00.0 o v:� rn' v. n W W w a LU of 0 00:O Ot %D N:Ol N CC _ M o 00 �n 'o LO .-i M 00 M C C mN l0 'N t0 to CO tO M. 00 M t0: ri N O 7 C O M M m a m a V) ._ N� i z t; Q w o ao m vfLn m . �o .-i1E 0o d o �: m u m 'DL3 M 1p t.N u1 N a w0) w Q) o w a v w v rn n `• -L3 s `jtfiRlk m 00 n N. N :ren M mU a o M M M f� T N 44 o ^ a oaQqv m � v rn V) � td v 00 00 m o m m v m N > v) N .--I 'N u1 I� M Wr n lD Nco N t!1 'O1 llt M O I� en O 7 00 Q) to co co L a C!) i v� .n v':z v* v? .nan:v} Vf +n v} V►: C O 0 C i o ME:m o m .-i m .-� n O V) -L3 O E 00 0 mO oo, �e o �n o .0D"0 � C' ,mN�O o mV vNi N Oli io a4 00 . co ti � L3 L2r4 N O v) 0 0 yin:?o o e v :m CO: �n'• N. -� O Q) Q? O to€:V):.o c-I to V1 I� N N u1 �y y -� 42 co v i.000 of v 0 r4 a CZ O Ln m a W E N N CZ LL LL O -0 -0 1y� L 7 vt .n v�.:i in in vt .n:v� Vf .n i V►: O V) t� td > A 0 $ 0 0 O:o p 0:0 p bQ bQ pj O o uU O �:. coo i.�-� C` U') � L � � � N N -L:3 E o o V) u J .. o m m v VV)) o o o w a v W o a ' m m `� C ?3 U 2 w 6 C� 4- 4- a Coa a 7Ln u cu N _ 0 0 n 00 aLLJ a O , a E .fl) rv7 V '= L3 .= S c co � • ttS td S -L3 0 0 uO T V) o > .0 u a LLJ �il G0 0 W 'oV) a � � �a o a 3: o i a 7: O U CJ CJ t� td L •X -LJ E M C? = 0 $ >: a E: c a E: c a U td L fl) G7 (�,/ €an wo EC: actio 3c �,,.�° O O O ro G7 t. to -w„ m J [ J -N Ems' ®R C C C y •.X.: y •X.: U ^ G 0 0 0 C 3 CC� 3 cCam. 2 0 0 L1LU Z O o 0 Imo= E Qa o 0 0 W r-I r__ V 0) as r-I 2� E n co o + va u "0 .n 0 -6 bn V) n _ E 0 F- b ~ �_ .� a� o u n C � o E + ° = C� 0- o c a� � � � aao V) n n F- .-0 E a� oa� �' 000 rd � + iJ � .� .-o Cl- C� u E .r_- va va 0 Ln L4— Z 0 = O w q CD w + u o 0 o S CD w F N � aEuv) a O F-11 — o rV E o w f— 0cz` °' a� o � �i > a o f 0 as o u w w � � � .F- Y ; �p} N mo d < < w � CD CD CD CD —1 r-- CD JU) CD CD CD U) CD 1,44 CD CD CD —i r\J CD rn CD CD CD r\J CD LU rn C� lq� Lri I-q r-� C� C� C� I-q oq C� CO '1= r-, 1,D r\J CD r\j CD CD U) U) CD 1,D 1,D M —1 M —1 r, CD CD M CO '1= r-, CD r-- u) U) CD 1,D kD r(I kD V4 V4 V4 V4 V4 V4 V4 < 0 LU co U 0 do� Ln z u r- o 0 m 'Z V) 0 (T 0 m -0 LL m LLJ E C46 0 -0 < LLJ u V) U r— 0 z r— 0 -0 0 0 (2) LU (a) u (2) (V,)) (2) U 0 < > u LZ LL. V) V) 0 0 U (2) V) U U r— V) < U r— 0 c,6 E —j 0 V) �2 Q) U w < 0 U LJJ V t E Q) Q) 0 E co z 0 C)- 6: V) C 0 OB m < C CD- V) =t 0 Q) r— > _r_ u z < 0 0 co 0 0 Q) Q) u E LL —j 05 u m u 0 :�E < 0 W Qz a o > o w w o m J - z 3 0 a o N LiJE m 3 m o' _ < 9 a LL m z w H O Q - > _ bOb z y 10 7 LL .y � � a ID ID w ° v CD bl bll CD a �' O � o c� ❑ -o �� o c T LLJ .3 CD cd Q �o � �• m m -o ami o � ��" o,�� own w 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 ,. C ! _._� , i 4 f, t � t t t z 3 S\, t,t ,l ) 3, „_ l , t i _,, t t � 1 j t St i ., ,, i !t � l , . ll _ � f . _t. , _, 7 1� .,.. 11 I t �, ,� � 7 3 , ,, � 11 ., �. r 7 t l f 7 s �l \ � �� S t � t. c ,. i r � � I 1 � ,_ ,, � � � � � 1,, l 7l 7 1 r r3 1 , � � (# # , < �, � � 1 � r__� l ., 7 1 s „ i . t \(. � � �� t l i ,7 ,�, � i , , f3 � , ., ,, l tI �sl � � �, \ 1 � 1, t � 1 � 3 �t 1,t„, l 1� i t � _S rl � t � � � � � � � � � �\ , ,, , , .3 t �� ll . 1 t r � 7 3 �. I � � 1 _11 1 t a � s 1� 7,r ) � 4 .�_ � �.t_ l44 � _tl.l ., t Ss, ..s iY � l ! � i, �. _3 _�r 1 )_ 7_,..,3,\, „_, 1 1,.,. 7 ,.j.\.. � ti ..i I ,,, l. .a _� 1 , 7 --.. �_� �. I� 1 _� _r,_} s ,.. , i. ,,�, ,� ,,,.1, ., � l.� __� _,� _ 1 I � _� _�,_{ _ � it _, \ S �,, , � ,, ,., , 1, 3 �,,. , i._ � �� I t _t _,, t 3t f , �t1. \\, 11 t _.r , � � __, 13_I i 3 t t A ll ,, i i i i r t..i 7 7 1 , � �A i�1 „r. � 1 i . � 1 _3_� i 7 1 v ,. ,1 7 7 l _.7 ,1 I 1 _,� i �",�„t, .1„!1 A\, � �, S , , �, 1 � III � .. 7� I �� i�.,, �, 1 ,7 k t l., ,11,�., 7 ,� !� t , #. _l,l �t__ � I _,� 7 i r t .7 v, ,,r tft5,7 v, t .,7t,7 wS l__�I ) ..} � � II _,� � >' .4a). � ,� �Z .1 ,,, . #,1_ ,� ll_ la.,„i � .� � � _�, �� , � �� i �� X3,4,.. �..�,,, . 1, ,3 v v 1 7 ,.,. ,, , ., ��__ � � i � 7�,ls tt„(4 t, 1, 1. v.ry ,l\,_t„l� 14 �� a �3 3,��„_, � � I r � � �1 s, �l,�,s 3,s,4)i...1. ?.� ,t1t 1,A1 Y,i7. � .I a i�4 �, F �� li7 ,}..� +�4�.1, �,�� . r ,> ..z„�v A,, � i„ 13,r�,:,�1,� 7�� t4�i� � ,t. � � r�, �1 a,,,�, ` -- A� ,1l1 ,7,��,. �t33t ,711,,\ s��)i,, � ,Z1 1,Z, 7-,,3S ir1,�. s# l-.., � ��l � 4t SS�� 31f-��,�r�� ll.:.�,,,,>. ,�,,.,,\ �ivU,113t�3 1) 17�t�� ,� ,s ,,7771 � � ,i� �� 1��( ��II� 1t�7(iA,.,',��7 �� 1f �<, ,,, 1, �31 , � � ll # � >�1,1, { �� 1 �� it �,,�, 1 y))1' ). -- - �€�« - l,h')in r11i'4 1 37h l .41rr:� 11 3'._i s4�`-� �,��I �� I Sk7+�J��14�ri,i,lr7,j ls„ _ � 3.. � - _ ; �.,t�l�A�37t G yl,„,s , t ASy i,.,r, ); ,a7{, !,',S1 (IIII ��li �� 7i�vt'1,4�j, +'�1J,,11,7,-s �� G_, �,} �,ti- �� k,t, l„ 7s,y.; ln, /�,�1,�� 13 jjii �II,��i ��lltil474 A\1#il 1�1�!!\r�4 'il�:r�3 -d ' - - _ i h v i >U 7 ,u,7�,„1v,,#r��l��jI 14� i VIII �a 4fl:rr,,f�l��,{ vl��7 t(7,11A�I{ (? '� � � �(- - `„�.” 7 ,3 yn�;; 11,17 f v,��i��11._..4 �� 6�Y1\�ll�y�3��}��4,tv 3�3s#1113i�14)lrf�r11( t � 1t, r� 37 t i111,�{� ,, �1y11ftt ,��i4 � v7i7i�1��,7,3„v,,, #,t3,=: *z , - rr,t,,, 7r 1 r,�;1�,11 )1 „�"��iti��V1\ ��1�r��A �It}1 � iil��\F� ��': z I� 3� �s}I7 i t'7\I�il t�171 rl '��#�tv 7tlttk t u h„ l 1�! ,137 �{1 v,v r411��i1'�I',�1�`�A�t`73�' -;u, -�� - - t! li�}i,�Al!}i)1ci�6t)7#rli)rl}71�,i\til '� _ - _ -- �)l�,�,�, ��1�1�� p�l�ty 1{�l��I I7v;It�l,(( �d = - _ P1��1��l.711)it#V ll;31Z1tr�\�1 -� � 1 - � �\ t .{j �t - - _ - -- - -� � $$r _,y _ _ _ ft __ _ _ ,_ a;. � � - r `-_ _ - .�. - ,. i ��x��'�y i �� f 4�� <, f r c t r r 1 ) 1 s l 4 31F � t 7 _ � 3.. � - _ ; }.t Fw�A�71t G y,\,•,s , t ASy i,.,r, ); ,a7{t !,',S1 (IIII ��li �� li�Vt'U4�j, +t�lJ,,11,1'i,-s - '� � • �(- - `„." 7 t yn�,'; 11,11, r,��\I,_,1 �� } ��6�5\\�\A�I�f��}��t,Vl 7�3v#\7\3iA\4)1rf�rll( ,,,I� v� �s}Iliv',\I�i,t�\,lrl '£�}�tlEtvvlAv \l , - t O WJ •� 'U O O O Q) Q) u ® 0-•� LLC'C _ O l3 � C O Q) E�-+O v- lU r! O dS3 t6 O ��-+ C E O < a .Eu 0 c: N .vO E0C t .... 01 Q) C i+v- a.Q)a-+ N.L,) t6 C •� O > C { ist DsW O i ah C �' C Q) O .� CO C Q) N'C -0 N - Q Q) -a _-a • u au C': ° � o � �•c 4 um NZ N C4- > v > p uv � p� otat73 C: a N a° Asn O ° - O 3 >, u i6 C r6 0 2:C.in 1 r3 COO -pu 00 cp NES 0\v lxn' st �C-+ O '� N N U N E C / �( - N N co =; Q)l, N f mmr.. O i O C C Q) a. GC C •�> r6 0- T•-r6 +-r N O y-+ O C � vu m•� .� Q) 00..- N• SON E O 5 -C -0 C N N 0 -2 -0 N Q �-+ C r6 1! �k i (�. O N O V Clll N 'L7 a.O > v� ua � C v pQ) CCN„ l3 D«. n> 0\i>D,,,f� C't) -p m r6 •c c_ 't) < tmo C6 Q) CrU6 r�C6'p N a.'L7�O-+ O C C 6 f }} #D � SOU -0 pC CE NE 0- C O YY onN +-+ CO tT N O SuO1t O +j, a. C �Q•4 rx rmr., iv— Q) (1) >, -c- -0 C "O0 v N Q) N IE ai a uuus 4— C —.• •� � � N � (6 � tasrD,l G v >, -" 0 O �0 O 4-1 (a » N v o >o n u� b vm N C t N-0 N N�- E N+-+ +-+ +-+ C � W- N A �+-+ - ., OC C � Cep, 3 � � �CCC y_ i-r CD-,O N a.m 0 }0\v»n y NL r6 0 m Q) c1" O C•� Q -O co CO N a O v v- yyO CO 0Q) r6 O O 9 > � � CCC vim, >, .........li" '41 C71t � U O O O O.� © O� —' .N— u i-+ L N U ,r r}} �D pp+ �o -0 0 Q) u311 w•,� c cu E � � { PD \ r, f} Dxps Q) N C N Q) C i N N i C a LnC CO pd) C r Qv a . , t) au • , gra Dn¢i¢s�,i r�y i J t C ! s \ } 1 I \ I 1 s , 4 n^ f k_ - d I t r� C b , ar� 3 i , r fh r in 3 --------------------------- rust' ------------ t --------------- Wil[ mw t d i I tilt - �£'.44 t�� Ipi Irl •t { Yt�(1�'. �io,o,o,o,i r , r ,'a ,v,;, ,sanu�u�!ua 1rt\7„�r;�t£ttllp�E�pidiKrt��l$Vl!{E r\�l>t1G,t! ),ttt�}'<i75Ynrd� Vika/�F�� ,�}i�, �� z >�'m;�i?•SV'�£? r1\�� li,; k}�y�(2i�}��1'�r,�� tI7F i J f r c t r r 1 ) 1 s l ,,,I� v� �s}Iliv',\I�i,t�l,lrl '£�}�tlEtvvlAv \l , — t i Atte 7vt 7777 q t f r 4 Nr 1 i �io,o,o,o,i f f` r4umi �io,o,o,oai � 117E i J 5 \ t S I1 } I r „ \t 1 s , t 1 ) t ,r t\s1,�1 l� \\1}2 its\rvi,AU !\i t,tRt x �1 , , I \ p I 11111 M I11T r hli lwT I, Il��i SII iii I{I,,;I sis" �kt g)g , �lo,o,o,oa, l0000 alooll= }. .. v s uvKss`•=� y ?fit :- �t 1 tI7F i J y ) } } } } t C i i i i i i i i i i i J7 , ,�u,-,r,� �i,i;�,?V t�\ rV) l !V,�i� ,ati ,4 n ,,At � t ,1� l� •.� ��1--r� ri?�t lr�,, �f 1 Viz} { r, h, s V I }1 F } 1 err,„vv,��;i„v I,{ ••� ��,� �.E p � s� aoioo ) 4� S iiii?374S4Nl,Ulv�” - �� a 11tt�p�(s� 1 E) is~mn!mn!ms � tI7F 5 \ t 1 t � , 1 s �f � � 4 Y V { A\fX t� I'� AR OWN OWN MAK91 RL 1 VOW v 3{. !V- j 4 r� !. };,rrrttsQ1� } " i,� OU now , I r � f r fwmi fa` 4�� i�GHH,{Ila.. '>»'f(tts�rrarstt\surra � tI7F 4-1 E U 0 > 0 Ln (a 4-J .w w u 4-J CO m >1 L- . 4j 4 c: C: 0 E 4-J Ln E a) 0 o o u 4- u 0 0 0 U 4-J m a) 0 0 co u W a) Ln E o 0 C: 4-J M Ln U :3 M > U E L- 4-J 0 u 0 L- < CL < CL .............. tR( X44 ......... ii I II I k }} ! �44 l I � � i # ! v CO 0 CL 0 an J > v > > .- f 1 r 1 l .r { 1 ` I ! 4 �y { Ulm 'S t� t(��,�'�t,'I 4tt ��i\'•I�U�� -is I i i 1,�NT gv— AtZAM - —- t4>` -_ ?t t}v{�l m»➢))➢ a))i� s t ' j 1- iliflfll �� I �k;5 ��1 21#�� std s 4;�1h 11ss1\��'s,�rfffY! v�r�,� ;`tl )') 1 1 1 s11+,{i}t'IIS) �1)t1)1111I�I';tih}Zj�dv{ti��f11�1y4{11� �31�\�1 !k'1`4i~�1� .. t t f t `- t OWN 1UU}p(}� t ` 4 � 1,� �IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIG 4U Pommomim� I t t t ( S 4vt 6� lll,�Ar��d1441, it D� ol»Ar{ f r c t r r 1 ) 1 s l 31F � 7 \l , - t fC3 In cc: to A in DL fC3 n r� N ul Qu Cl N Ncavp O., w.,.. L- L- L- Cl 1\413,A4`t O S= c^ co //Nle CZIn •/� IIUU44ksplJiillt �✓ 4� _. -0 - u� S 'n 0) " IF S: CO (no 4-J U { N S= rr„}{ N 0) IF an C3 EE 03 -70 un L � ��d N fC1 an ra O wvKss 2 w `O cc: N CO L ?jrrrrrrrrrr W W —� d-J \s,t,wmvS) ?jrrrrrrrrrrrr, 0 ® —� N ��rrrrrrPrra� � � � a—J — 4—J .-J \�)trttrr_Fft33{ W O tC1 U i J f r c t r r 1 ) 1 s l 31F � 7 _ � 3.. � - _ ; }.t Fw�A�71t G y,\,•,s , t ASy i,.,r, ); ,a7{t !,',S1 (IIII ��li �� li�Vt'U4�j, +t�lJ,,11,1'i,-s - '� � � •(- - `„." 7 t yn�,'; 11,11, r,��\I,_,1 �� } ��6�5\\�\A�I�f��}��t,Vl 7�3v#\7\3iA\4)1rf�rll( ,,,I� v� �s}Iliv',\I�i,t�\,lrl '£�}�tlEtvvlAv \l , — t al o 0 0 0 0 0Ln v o 0 Ci o rl 09 10 00 10Ln 00 m .o Ln M 00 r r v 00 00 n, 14� I\V\\}} ifi�' xk11 s� v • c ( N '� >�jrrrrrrarrc 7 � R R Uon N Q IIUIIUIIUIIAS m L IIIIIIIIIIIIIi � C' cd v on v �io,o,o,oav CL C +� N v v ,I}task„t` 4 � c i on 14 \\iftt O p `� U CL CL a€77` v o�liommommv U— Ln i0000 aoioo= U— C C O� U 2kafl lP�l .N W R CL a,uuxmmmi � OL �-- 6 6 \ u4ai... - - - - - - -- i J 1, r 4- w w W 0 u O ::E w = IA y ;� W w4' � a OoNr a Ln ono ~n coo W N ° c c N � W 4^ O N W th 0- C L V W 0 W 0- N CL W 00 Q Q V o Ig' IS��l1ivlits �2��IIyt€ € S �f M /i§ \\� \\ ME 04 Tw {}j\)mm Im )} , IN IM \Z' \ \ \%\\\\�\ \\\ \ \! \ lo OK !7 !/\{ ) 7 \^ )} " v R ° w c ora o =^aR �o „s " ° - v U qmo Ea 3 Eqq = '°°� aEa v w at lo > o o° J a ° J v R �.o o E rte= `o v 1. q o- u o o o ra° nmrD m v ool v o q.. o.cv s � v ° w e m>oc v c v a .. °° - '"aawv v� E -5 E U7 y E v w E E o — 2 �n r r wo mro m n N r " vlo O w w c R _ �> �N in E N tt v O E n a �'E O m¢ O a w Z c c o E E W Eao� o�U mEv �Ua N ��. Im U ammo - wE "3r`mov :E �E o Q €> v o o G o v E v m = E m n NW pro- EL�o _ CT,E o v no v°"'v `o' n m o z o w'c'o a v E m o 2 m n o°v A m ° o o n m o a a E o a ° 0 0 zw� z o o `q" _ o"yqz oa'o z wzz�aN=r ¢>rc ENzo>�o z " m v Tz E �r m v E' mzZ °m q ..O ` v w v r a°iU ? mw r ¢a `m = a J E �va`� �m� ao� �� E dam~ n o E" c v " ° ..v..new o2 Z'2V vO �� - I a E c or v E m �'qa" Q� t R - °G o. N o c o w o m m Y a m .-v w va .. -6 v v w` v Q wa a w ° n E m Ivo-°'m w o-w L m vE� N o m`m '�°N c Q a °E= F E 2 z v o = c o U " O o =v ---OYo °��oE� v �E o .c m`S E o w c o a o R= g.2 2 I O E c m e q m v F r a v E E Im o = aE aoE LLEo �2 OM"mF v f7a c O c W W = y m R> O r L i v v o U U M a" c g ry a `m Y g m e o E o m p m Gm. o "o v ">, v ° a �oI 'o c EooEv qo o c�vvm� a� v Env �an�a " coEo m R v m > 0 v v nr v '"1O" m E"E "o _ n 0 aROUR v�r "v�'v�oo i�oo� Yczo a'E�21 erc vv�o LL� U Io E — f E - O O w C o v x w r r S v v Si E f r n o•o ooQY v E E m `o v ao 2.` m r v c 0 r " FF `o m^n T F O F o 0 5o N - w o '^ m�0 5 n S a J EwvE � R ry o m r"io o c � E .. � w m o ry F o � v of r c o o n.. - m om .. o o c_ w o" op c n s a 2 0- t 2v NK "' r o v °v N w q E o o" .,w •7 c c a m Viz" v O' `m�` R m R C7 c m U E Y v w O w v° n n - o c o E a E R F v v c f a W m F o > o p m w n -o q v" o n v" a o o > 7 a`x a M _ _ v v v s y c u w aN ..�- r v o f a J O a' w = i"n o o Z c D E N o E ° v w R o 0 o E`v E n E v m c � .ww ' a mo € z ° " vv o a J o N w f U w r E v o co ` = om Dv " mo" vq�A°va�i�E o- _ `m ° o o 0 o m.. >o rn o 0 I R R O v o t ---za i°000 a',Ymz a` ¢zoar a>�rc� o�`o - oa c a cR m u- a w Eomo w — v Om E o 0 o 'm o c o m v A a c `0 2 v v m E G > v o v v " _ �v a QC °" m n E f J R v v a O n" v >r_ n� o l J E G q n' w = =b a v R o v v" = m o v " �vo�o- .c E u ..moo E c o R o R=U n N o Q _ o v w v m° v a m o n o a> v m" m r U E o�oow V c o " R c2a na >. c E o o,xa E I v �zro ..gv-a,6o x = v R R O 0 = c O v D r a - Ev �E �avM ' a R w _ vow "o. ,of �oR� _ o nQyo _= 0 oa N "o E�" vEoEa c °= c 0 a avav a cw �U LL = _ m o"R N xo v >v _ v " "° LL r ron� vn�v o E� v �� Yo E„ " I z= ��€ aN zz ¢>roirc�a a `f°�o - z U _ = o v J a m r ' a c RJ E o c m m c`v v ^ =o N m w m E Q61. t O C ~'2 ofn `O o 0 y U 2E W o' " o Ro L Q o q v o vQ �.z ¢m o o E m° O v c m m s m m vIo R O ma 'ia 1O Amon` �o =r viR Nw v.. 1O 2 o vo «> Nr " c m � vm� c�>`Nc �- owm m rc`�' LV - f % 1E E C0 �Yg° v�ai Eov oEN Eor"Em n� j 5 w m Y w2,R_,2.2 o I >. 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 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "SELLER") and, AZUR EQUITIES, LLC, or its affiliated assignee (hereinafter "PURCHASER", and together with the SELLER, the "Parties"). In consideration of TEN DOLLARS AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A" attached hereto (hereinafter the "Property'). The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be affected in order to reduce slum and blight and to enable the construction of owner-occupied, workforce, fee simple detached and attached single family homes and associated site improvements consistent with the Cottage District Infill Housing Redevelopment Project Request for Proposals and Developer Qualifications (RFP) issued by the CRA on August 17, 2020, and PURCHASER'S response thereto, attached as Exhibit "C," and according to all required development standards according to the City of Boynton Beach (the "Project"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be TEN AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380, Florida Statutes, in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. An Initial Deposit in the amount of Fifty Thousand AND 00/100 DOLLARS ($50,000.00) shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter "Escrow Agent") within two (2) business days following execution hereof by the Parties. The Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined), the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. If at the expiration of the Feasibility Period PURCHASER intends to complete the purchase of the Property, said deposit shall be applied toward any closing costs applicable to PURCHASER. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the Parties has signed this Agreement. 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following ("Closing Conditions"): PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 21 a. PURCHASER obtaining Land Use, Zoning, Final Site Plan, and Final Plat approvals from the City of Boynton Beach, Florida (the "City") permitting the construction of the Project within the timeframe set forth in Paragraph 21 below. b. SELLER delivering marketable title to the Property subject only to the Permitted Exceptions. 6. CLOSING DATE. The Closing shall take place no later than thirty (30) days after at the last of the Closing Conditions has been satisfied, such location to which the parties may mutually agree in writing. 7. TITLE TO BE CONVEYED. At Closing,SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid,good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 8.3), to which PURCHASER fails to object, or which PURCHASER agrees to accept. 8. INVESTIGATION OF THE PROPERTY. For a period of thirty (30) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, and investigations of the Property, including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the same condition as it existed on the Effective Date; (ii) 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, reasonable attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination, expiration or Closing of this Agreement. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 21 8.1 Seller's Documents. SELLER shall deliver to PURCHASER the following documents and instruments within five (5) days of the Effective Date of this Agreement: any existing title policies, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property. 8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the SELLER'S expense, from a Title Company chosen by SELLER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections, then SELLER shall have thirty (30) days to cure and remove the PURCHASER'S Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period at no cost to PURCHASER, or(ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 8.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey') of the Property, indicating the number of acres PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 21 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 8.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 9.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.2 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property, pending or threatened,which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 10. CLOSING DOCUMENTS. The SELLER 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: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. The Deed shall contain a deed restriction preventing the rental of the residential units for a period of fifteen (15)years from the date of the Certificate of Occupancy and prohibiting use of the property for anything other than residential use. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law, that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 21 deliver its affidavits referenced above, the same shall be deemed an uncured Title Objection. 10.3 Closing Statement. A closing statement setting forth the Purchase Price, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and deliver at Closing. 10.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 10.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 11. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds $1,000.00. 11.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. Purchaser shall pay all other closing expenses. Each party shall be responsible for their respective attorneys' fees. 11.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 11.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 21 12. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 12.1 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms.The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind,except the Permitted Exceptions(and encumbrances of record which will be discharged at Closing). 12.3 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against Seller or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.5 Acts Affecting Property. From and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrances in any way affecting the Property other than the Permitted Exceptions (including the mortgages, liens, pledges, and other encumbrances existing on the Effective Date) and (c) committing any waste or nuisance upon the Property. 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however,that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option declare SELLER in default under this Agreement in which PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 21 event PURCHASER mayterminate this Agreement, receive back its Deposit and neither party shall have any further rights hereunder. 13.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close,the cure period shall only be three (3) business days from the delivery of notice. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 13.4 Survival. The provisions of this Section 13 shall survive the termination of this Agreement. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Attention: Michael Simon, Executive Director 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman & Walker, P.A. 515 North Flagler Drive, Suite 1500 West Palm Beach, Florida 33401 If to Purchaser: Franck Gotsman, Managing Partner Azur Equities, LLC 19707 Turnberry Way Adventura, FL 33180 With a copy to: 15. 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. It is understood, PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 21 however, that SELLER may assign its interest to the City of Boynton Beach without the prior written consent of PURCHASER. This Agreement may be freely assigned by PURCHASER to a wholly owned or controlled assignee of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the written approval of SELLER, which shall not be unreasonably withheld. 16. RISK OF LOSS. In the event the condition of the Property, or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option, to terminate this Agreement and receive a refund of the Deposit and the parties shall have no further obligations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any Governmental Authority which shall relate to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing, SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen (15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER's receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its right, title and interest in all awards in connection with such taking to PURCHASER. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and SELLER does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 21 19. SELLER DESIGN APPROVAL. SELLER shall have the right to review and approve applicable development applications and documents, including the Site Plan for the Project to ensure compliance with the terms of this Agreement and consistency with the conceptual plans submitted to the SELLER by PURCHASER as part of its submission in accordance with the Cottage District Infill Housing Redevelopment Project Request for Proposals and Developer Qualifications (RFP) issued by the CRA on August 17, 2020, attached as Exhibit "C,". 20. PROJECT REQUIREMENTS. a) Construction of single family fee simple, owner occupied dwelling units consisting of either detached, attached units or a combination of the two. b) 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 Project site. c) 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. d) On-street parking spaces where feasible. e) Minimum five-foot sidewalk width along the entire perimeter of the Project. f) 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. g) Creation of a neighborhood pocket park on the east portion of the site along NE 15t Street. The pocket park must be included in the Project's site plan and must include landscape, hardscape and accent lighting features. Once constructed, the pocket park will be open to the public and therefore will be deeded to the City of Boynton Beach. h) Plan for inclusion of workforce housing units, for households within 80-140% Palm Beach County Area Medium Income (AMI). i) Housing should be constructed with maximum efficiency and sustainability in mind. j) Creation of a Homeowner's Association with defined and limited authority over common areas. k) Provision of a Builder's Warranty for a period of one (1)year for each housing unit completed and sold. 1) Implementation of a plan or program to use local contractors, sub-contractors and laborers in the Project and reporting the results of the plan or program to the Seller at the conclusion of the Project. m) Implementation of a plan or program to market and solicit sales of the unit to existing income qualified Boynton Beach residents and reporting the results of the plan or program to the Seller PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 21 at the conclusion of the Project. 21. REDEVELOPMENT PROJECT INCENTIVES AND FUNDING. The SELLER shall provide the PURCHASER with the following Boynton Beach Community Redevelopment Agency Redevelopment funding to be utilized as Gap funding in order to assist the PURCHASER with the costs of the overall Project, thereby making the Project more affordable to the end user and to induce the enhancement and/or expansion of the project: a. PURCHASER shall be reimbursed up to a maximum amount of$385,825.00 for eligible site and infrastructure related improvements necessary to complete the proposed Project. Said funds shall be reimbursed within thirty (30) days of receiving Final Inspection approval from the City for work completed under this phase of the Project provided Purchaser has timely submitted all required construction cost documentation consistent with the eligible items set forth below: 1. Letter requesting amount of eligible expenses to be reimbursed consistent with this Agreement. 2. Copies of applicable Permits and Final inspection approvals. 3. Contracts and itemized proof of payments evidencing materials and work performed on the site. b. SELLER's obligations to provide funding pursuant to this Agreement are contingent upon PURCHASER's compliance with all provisions of this Agreement. 22. DEVELOPMENT TIMELINE. PURCHASER is required to comply with the deadlines set forth below. PURCHASER shall provide Seller with written documentation evidencing completion of each action (collectively the "Project Elements") on or before each deadline. PURCHASER shall provide SELLER with such written evidence within ten (10) days of of completing each deadline. a. PURCHASER shall submit applications to the Cityfor platting,site plan, land use and zoning necessary for the Project within one hundred twenty (120) days of the Effective Date. b. PURCHASER shall obtain approval of all platting, site plan, land use and zoning application necessary for the Project from the City within one hundred eighty (180) days of submittal of the formal application to the City of Boynton Beach. C. PURCHASER shall obtain financing for the Project, including the construction loan and permanent financing commitment, in an amount sufficient to develop the Project within days of receiving final platting, final site plan, land use and zoning PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 21 approvals from the City of Boynton Beach. SELLER retains the right to demand any and all verifiable documentation necessary to evidence proof of financing. d. PURCHASER shall submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formal site plan approval from the City. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. Upon City issuance of the building permit a copy will be provided to SELLER. e. PURCHASER shall commence construction of the Project's civil and site work, as defined by the City of Boynton Beach Code, to occur within days of obtaining an approved land development permit for the Project. f. PURCHASER shall obtain a Certificate of Occupancy for the final housing unit of the Project within three (3) years of the Effective Date. g. PURCHASER shall ensure that the Groundbreaking ceremony will occur prior to or simultaneously with the commencement of construction. h. PURCHASER shall ensure that a Ribbon Cutting ceremony will occur upon completion of construction of the Project and prior to the closing of the first housing unit sold. 23. DEFAULT 23.1 With Regard To Project Elements. If one or more of the required Project Elements is not achieved as required in this Section and/or if the timeline outlined herein is not strictly met, and PURCHASER has not provided SELLER with a written notice explaining the reason or circumstances not under the control of PURCHASER that have prevented PURCHASER from meeting the timeline, and SELLER has not agreed in writing to the same, then: (a) if such events are contemplated to occur following the Closing but fail to occur as required, then the PURCHASER shall be required to reconvey the Property to the SELLER, this Agreement shall be terminated, and SELLER shall be released from any and all obligations under this Agreement; and (b) if such events are contemplated to occur prior to Closing but fail to occur as required, then it shall be a default hereunder and treated as provided in Section 13, above. The parties understand and agree that,for any default prior to Closing, SELLER shall be entitled to the Deposit in full as final satisfaction of PURCHASER's obligations hereunder. 23.2 Default After Closing. Failure of the Parties to strictly comply with any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach of this Agreement. If either Party fails to cure the default within (30) days of written notice from the other of its default, then this Agreement may be terminated pursuant to Section 21 above, subject to the provisions of this Agreement. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 21 23.3 Reverter Clause.The Special Warranty Deed shall contain a reverter clause that shall run with the Property until the Project is completed in full and the PURCHASER has obtained a Certificate of Occupancy for each housing unit constructed as part of the Project and as identified on the approved site plan. The reverter clause shall require the Property to be re- conveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement. In the event the SELLER exercises its right of reverter, SELLER shall reimburse PURCHASER the Purchase Price of the property as set forth in Section 2 of this Agreement in addition to verifiable costs incurred by the PURCHASER associated with the development improvements described in Exhibit "C". of this Agreement and further described as "Exhibit C"to the extent that the costs associated with those improvements have not been recaptured by the PURCHASER. To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B." 23.4 Right of First Refusal. PURCHASER hereby grants SELLER a Right of First Refusal for repurchase of the Property which shall be in full force and effect for the period of time from the date PURCHASER obtains site plan approval until the date its Certificate of Occupancy for the final housing unit as described in "Exhibit C". The terms and conditions of this right shall be set forth within the Special Warranty Deed as follows: a. Should the PURCHASER abandon the Property for any six(6) month period (unless said abandonment is beyond the control of Purchaser) and/or if the Property is not used as a fee simple owner-occupied single family residential unit (the approval of which shall not be unreasonably withheld) the SELLER shall provide 30 days written notice to PURCHASER of its right to repurchase the Property at fair market value (as determined by an independent third-party appraisal) after the deduction of the value of any funding or land contributed to the PURCHASER by the SELLER. Thereafter, PURCHASER will provide a general warranty deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property to SELLER; and/or b. Should PURCHASER receive an offer to purchase the Property pursuant to a written contract or letter of intent, PURCHASER shall give SELLER notice of the offer by delivering a copy of the contract or letter of intent to SELLER ("Notice") pursuant to the Notice requirements of Section 14 above within two (2) business days of receipt. Within ten (10) days of receipt of the Notice, SELLER shall either waive or exercise its right of first refusal. If SELLER elects to exercise its right of first refusal, SELLER shall, within ten (10) days after receipt of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit (if applicable) after deduction of the value of any funding or land contributed to the PURCHASER by the CRA, and upon receipt by the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. If SELLER fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein, within ten (10) days after receipt of the Notice, then SELLER's right of first refusal PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 21 shall be deemed to have been waived. The terms and conditions of this Section shall survive closing. The foregoing rights of first refusal shall not be applicable to the transfers transpiring in the event that the property is transferred to the governing Homeowner's Association. 24. MISCELLANEOUS. 24.1 General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or,should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 24.2 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. 24.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions,covenants,agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 24.4 Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 21 Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 24.5 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. 24.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 24.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial byjury 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. 24.8 Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 24.9 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. 24.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 24.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 24.12 PURCHASER Attorneys' Fees and Costs. PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 24.13 Public Records. SELLER is a public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 21 a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and d. Meet all requirements for retaining and providing public records and transfer to the SELLER, at no cost, all public records in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. 25. PERIMETER FENCING. SELLER shall erect perimeter fencing around the Property pursuant to a leasing contract with a third-party contractor and shall cover all costs associated with same for a one (1) year term. PURCHASER will be responsible for all costs associated with the fence, including all lease payments and removal costs following the initial one (1) year term. The remainder of this page was intentionally left blank. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 21 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: AZUR EQUITIES, LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney The remainder of this page was intentionally left blank. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 21 EXHIBIT"A" LEGAL DESCRIPTION LAND DESCRIPTION: Lots 1 through 8, Block 1 of SUNNY-SIDE ESTATES, according to the Plat thereof, as recorded in Plat Book 26, Page 16 of the Public Records of Palm Beach County, Florida. (PIN: 08-43-45-21-28-001-0010; PIN: 08-43-45-21-28-001-0020; PIN: 08-43-45-21-28-001-0031; PIN: 08-43-45-21-28-001-0041; PIN: 08-43-45-21-28-001-0061; PIN: 08-43-45-21-28-001-0071) TOGETHER WITH: Lot 1, LESS the east 10 feet thereof, Block 3, SHEPARD ADDITION TO BOYNTON, according to the plot thereof as recorded in Plot Book 2, Page 59 of the Public Records of Palm Beach County, Florida. (PIN: 08-43-45-21-29-003-0011; PIN: 08-43-45-21-29-003-0012; PIN: 08-43-45-21-29-003-0013; PIN: 08-43-45-21-29-003-0014) TOGETHER WITH: Lot 2 and the northeast quarter (NE 1/4) of Lot 3, in Block 3, SHEPARD ADDITION TO BOYNTON, according to the plat thereof as recorded in Plot Book 2, Page 59 of the Public Records of Palm Beach County, Florida. (PIN: 08-43-45-21-29-003-0020; PIN: 08-43-45-21-29-003-0032) TOGETHER WITH: The north 140 feet of Lot 5 (less the west 20 feet thereof), the north 140 feet of the west one- half of Lot 3 and the north 140 feet of the east 25 feet and the north 140 feet of the west 75 feet of Lot 4, all in Block 3, SHEPARD ADDITION TO BOYNTON, according to the plat thereof as recorded in Plat Book 2, Page 59 of the Public Records of Palm Beach County, Florida. (PIN: 08-43-45-21-29-003-0033) TOGETHER WITH: The south 160 feet of the west one-half(1/2) of Lot 3, and the south 160 feet of the east 25 feet of Lot 4, Block 3, SHEPARD ADDITION TO BOYNTON BEACH, FLORIDA, according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 2, Page 59. (PIN: 08-43-45-21-29-003-0034) TOGETHER WITH: The west 75 feet of Lot 4, LESS the north 140 feet thereof, Block 3, SHEPARD ADDITION TO BOYNTON, according to the plat thereof as recorded in Plat Book 2, Page 59 of the Public Records of Palm Beach County, Florida. PIN: 08-43-45-21-29-003-0041 PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 21 TOGETHER WITH: The south 25 feet of Lot 7 and the north 25 feet of Lot 8, LESS the west 35 feet thereof, all in Block 3, SHEPARD ADDITION TO BOYNTON, according to the plat thereof as recorded in Plot Book 2, Page 59 of the Public Records of Palm Beach County, Florida. (PIN: 08-43-45-21-29-003-0071) The south 75 feet of Lot 8, Block 3, LESS W 35 feet and exterior curve area road right-of-way, of SHEPARD ADDITION TO BOYNTON, according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, in Plot Book 2, Page 59, of said Public Records. (PIN: 08-43-45-21-29-003-0081) Lot 5, Block 3, of SHEPARD ADDITION TO BOYNTON, according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, in Plot Book 2, Page 59, LESS the north 140 feet of the east 80 feet of said Lot and LESS the north 175 feet of the west 20 feet of said Lot, and LESS the south 100 feet of the east 50 feet of said Lot, as described in deed recorded in Official Records Book 866, Page 686; Deed 1118, Page 221; and Deed Book 855, Page 350 of the Public Records of Palm Beach County, Florida. (PIN: 08-43-45-21-29-003-0051) TOGETHER WITH: A portion of that abandoned 15 foot wide alley running east/west from Seacrest Boulevard to NE 1st Street, abandoned by Ordinance No. 18-028 and recorded in Official Records Book 30320, Page 662 of the Public Records of Palm Beach County, Florida, said alley lying contiguous to the north line of Block 3, SHEPARD ADDITION TO BOYNTON, according to the plat thereof, as recorded in Plat Book 2, Page 59, of the Public Records of Palm Beach County, Florida and contiguous to the south line of Block 1, SUNNY-SIDE ESTATES, according to the plat thereof, as recorded in Plat Book 26, Page 16, of the Public Records of Palm Beach County, Florida, bounded as follows: Bounded on the east by the northerly extension of the west line of the east 10 feet of Lot 1, Block 3 of SHEPARD ADDITION TO BOYNTON; bounded on the south by the south line of said 15 foot Alley, also being the north line of Block 3 of said SHEPARD ADDITION TO BOYNTON; bounded on the west the northerly extension of the east line of the west 20 feet of Lot 5, Block 3 of said SHEPARD ADDITION TO BOYNTON; and bounded on the north by the north line of said 15 foot Alley, also being the south line of said Block 1, SUNNY-SIDE ESTATES. Said lands situate in the City of Boynton Beach, Palm Beach County, Florida and containing 189,290 square feet (4.346 acres) more or less. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 21 EXHIBIT"B" REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this day of 12021, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "SELLER") and AZUR EQUITIES, LLC (the "PURCHASER"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct certain Improvements on the Property, and other requirements in accordance with the guidelines and criteria set forth on in the Purchase and Development Agreement. C. The Deed shall provide that if the PURCHASER does not construct the Improvements as set forth in this Agreement, then the Property shall revert to the SELLER. NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. PURCHASER agrees at its sole cost and expense to complete the construction of the Improvements in accordance with the terms of the Purchase and Development Agreement attached hereto by no later than the time period set forth in Paragraph 22 of the Purchase and Development Agreement of even date herewith (the "Completion Date"). 2. In the event the Improvements are not completed by the Completion Date (unless extended pursuant to the terms of the Purchase and Development Agreement), the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within 30 days of the written request of the SELLER, the PURCHASER will provide a general warranty deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property. 3. During the construction of the Improvements, PURCHASER will not place any additional liens or encumbrances on the Property except as consented to by the SELLER. In that regard, the SELLER agrees not to unreasonably withhold its consent to any construction loan PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 21 financed with a commercial bank or similar lender intended to fund the construction and development of the Improvements. In such an event, the SELLER will enter into a Subordination Agreement in form and satisfactory to such lender. Upon completion of the Improvements satisfactory to the SELLER, the SELLER agrees to issue a letter acknowledging the release of the reverter rights described herein. This Agreement shall be binding upon the parties hereto and shall be binding upon and inure to the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. This Agreement may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. WITNESS the following signatures as of the year and date first above written. PURCHASER: SELLER: AZUR EQUITIES, LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name: Steven B. Grant Title: Title: Chair Date: Date: PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 21 EXHIBIT C CONCEPTUAL DESIGN PLANS (Note:Site plan to be inserted as pdf for clarity) PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY,a public agency created pursuant to Chapter 163,Part III, of the Florida Statutes (hereinafter "SELLER") and, AZUR EQUITIES, LLC, or its affiliated assignee(hereinafter"PURCHASER",and together with the SELLER,the"Parties"). In consideration of TEN DOLLARS AND 00/100 DOLLARS ($10.00) and the mutual covenants and agreements herein set forth, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the real property legally described in Exhibit "A" attached hereto(hereinafter the"Property"). The Parties intend that the purchase and sale and ensuing redevelopment of the Property will be affected in order to reduce slum and blight and to enable the construction of owner-occupied, workforce, fee simple detached and attached single family homes and associated site improvements consistent with the Cottage District Infill Housing Redevelopment Project Request for Proposals and Developer Qualifications(RFP)issued by the CRA on August 17, 2020, and PURCHASER'S response thereto, attached as Exhibit "C," and according to all required development standards according to the City of Boynton Beach (the"Project"). 2. PURCHASE PRICE AND PAYMENT. The Purchase Price for the Property shall be TEN AND 00/100 DOLLARS ($10.00) to be paid in full at Closing. SELLER has complied with Section 163.380,Florida Statutes,in proceeding with the sale of the Property to PURCHASER. 3. DEPOSITS. An Initial Deposit in the amount of(Fifty Thousand AND 00/100 DOLLARS ($50,000.00) shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter commented[asi]:This deposit is being held to ensu eyou "Escrow Agent") within two (2) business days following execution hereof by the Parties. The performance.These funds will be held until closing. Initial Deposit shall be fully refundable to PURCHASER, if prior to the expiration of the Feasibility Period (as hereinafter defined),the PURCHASER advises SELLER in writing that it does not intend to complete the purchase of the Property. If at the expiration of the Feasibility Period PURCHASER intends to complete the purchase of the Property, said deposit shall be applied toward any closing costs applicable to PURCHASER. The remaining balance of the Initial Deposit shall be refunded to PURCHASER at closing. 4. EFFECTIVE DATE. The date of this Agreement(the "Effective Date") shall be the date when the last one of the Parties has signed this Agreement. 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following("Closing Conditions"): PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 22 a. PURCHASER obtaining Land Use, Zoning, Final Site Plan, and Final Plat approvals from the City of Boynton Beach, Florida (the "City") permitting the construction of the Project within the timeframe set forth in Paragraph 21 below. b. SELLER delivering marketable title to the Property subject only to the Permitted Exceptions. 6. CLOSING DATE. The Closing shall take place no later than thirty(30)days after 4t the last of the Closing Conditions has been satisfied, such location to which the parties may mutually agree in writing. 7. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined),valid,good,marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively,the "Permitted Exceptions"): (a)general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 8.3), to which PURCHASER fails to object,or which PURCHASER agrees to accept. 8. INVESTIGATION OF THE PROPERTY. For a period of thirty (30) days from the Effective Date ("Feasibility Period"), PURCHASER and PURCHASER'S agents, employees, designees, eeRtrae ors, surveyors, engineers, architects, attorneys and other consultants (collectively, "Agents"), shall have the right, at PURCHASER'S expense, to make inquiries of, and meet with members of Governmental Authorities regarding the Property and to enter upon the Property,at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption,to perform any and all physical tests,inspections,and investigations of the Property,including but not limited to Phase I and Phase II environmental investigations, which PURCHASER may deem necessary. During the Feasibility Period, PURCHASER may elect, in PURCHASER'S sole and absolute discretion, to terminate this Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section,PURCHASER shall: (i) leave the Property in substantially the same condition as it existed on the Effective Date; (ii)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, reasonable attorney's fees,for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out of PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 22 PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination,expiration or Closing of this Agreement. 8.1 Seller's Documents. SELLER shall deliver to PURCHASER the following documents and instruments within five (5) days of the Effective Date of this Agreement: any existing title policies, appraisals, copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SELLER'S possession or control with respect to the physical condition of the Property, copies of all permits, authorizations and approvals issued by Governmental Authorities for the Property and any correspondence which discloses claims, allegations or adverse information regarding the Property or SELLER with respect to the Property. 8.2 Title Review. Within thirty (30) days of the Effective Date, SELLER's counsel, as closing agent for the transaction contemplated herein (the "Closing Agent") shall obtain, at the SELLER'S expense, from a Title Company chosen by SELLER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than twenty (20) days after receipt of the Title Commitment notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "PURCHASER'S Title Objections"). If PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the PURCHASER'S Title Objections,then SELLER shall have thirty(30) days to cure and remove the PURCHASER'S Title Objections (hereinafter"Cure Period"). In the event that SELLER is unable or unwilling to cure and remove,or cause to be cured and removed,the PURCHASER'S Title Objections within the Cure Period to the satisfaction of PURCHASER,then PURCHASER, in PURCHASER'S sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty(30)day period at no cost to PURCHASER, or(ii) accepting the Title to the Property as of the time of Closing or (iii) canceling and terminating this Agreement, in which case, any Deposits shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for 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. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 22 8.3 Survey Review. PURCHASER, at PURCHASER'S expense, may obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 8.2 concerning title objections. 9. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing")are either fulfilled or waived by PURCHASER in writing: 9.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 9.2 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes,requirements,licenses,permits and authorizations as of the date of Closing. 10. CLOSING DOCUMENTS. The SELLER 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: 10.1 Deed and Authorizing Resolutions. SELLER shall furnish a Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens,encumbrances and other conditions of title other than the Permitted Exceptions, together with such resolutions or other applicable authorizing documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. The Deed shall contain a deed restriction preventing the rental of the residential units for a period of 44ee4five (-15} years from the date of the Certificate of Occupancy and prohibiting use of the property for anything other than residential use. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 22 against the Property under the applicable construction lien law,that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured Title Objection. 10.3 Closing Statement. A closing statement setting forth the Purchase Price, all credits,adjustments and prorations between PURCHASER and SELLER,all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which SELLER shall also execute and deliver at Closing. 10.4 Corrective Documents. Documentation required to clear title to the Property of all liens,encumbrances and exceptions,if any,other than Permitted Exceptions. 10.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 11. PRORATIONS,CLOSING COSTS AND CLOSING PROCEDURES. 11.1 Prorations. Taxes for the Property shall be prorated through the day before Closing. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. If Closing occurs at a date when the current year's millage is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior year's tax. A tax proration based on an estimate shall, at request of either party, be readjusted upon receipt of tax bill which discloses an actual difference in the amount of the taxes estimated at Closing that exceeds$1,000.00. 11.2 Closing Costs. SELLER shall pay for documentary stamps on the deed, recording the deed and any cost associated with curing title. Purchaser shall pay all other closing expenses.Each party shall be responsible for their respective attorneys'fees. 11.3 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits,offsets and prorations set forth herein. SELLER and PURCHASER(as applicable)shall execute and deliver to the Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up"Title Commitment to PURCHASER, and promptly thereafter, record the Deed and PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 22 other recordable Closing Documents in the appropriate public records. 11.4 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 12. REPRESENTATIONS, COVENANTS AND WARRANTIES. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Date, as follows: 12.1 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 12.2 Title. SELLER is and will be on the Closing Date,the owner of valid,good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 12.3 Litigation. There are no actions, suits, proceedings or investigations pending or threatened against Seller or the Property affecting any portion of the Property, including but not limited to condemnation actions. 12.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 12.5 Acts Affecting Property. From and after the Effective Date, SELLER will refrain from (a) performing any grading, excavation, construction, or making any other change or improvement upon or about the Property; (b) creating or incurring,or suffering to exist, any mortgage,lien,pledge,or other encumbrances in any way affecting the Property other than the Permitted Exceptions(including the mortgages,liens,pledges,and other encumbrances existing on the Effective Date)and (c)committing any waste or nuisance upon the Property. 13. DEFAULT. 13.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER,SELLER shall be entitled to retain the Deposit, and neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement,except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 22 removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER. 13.2 SELLER'S Default. In the event that SELLER fails to fully and timely perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option declare SELLER in default under this Agreement in which event PURCHASER may terminate this Agreement, receive back its Deposit and neither party shall have any further rights hereunder, or PURCHASER may commence an action against SELLER for specific performance. 13.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have Thirty (30) days from delivery of the notice during which to cure the default the "Cure Period"), provided, however, that as to a failure to close, the cure period shall only be three(3) business days from the delivery of notice. If the default has not been cured within the aforesaid period,the non-defaulting Party may exercise the remedies described above. In the event a default is not reasonably capable of being cured within the Cure Period,the defaulting Party may cure the default by commencing such cure within the Cure Period and proceeding with reasonable diligence to complete a cure of the default thereafter. 13.4 Survival. The provisions of this Section 13 shall survive the termination of this Agreement. 14. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Boynton Beach Community Redevelopment Agency Attention: Michael Simon,Executive Director 100 E.Ocean Avenue,4th Floor Boynton Beach,FL 33435 With a copy to: Kenneth Dodge,Esquire Lewis,Longman&Walker,P.A. 515 North Flagler Drive,Suite 1500 West Palm Beach,Florida 33401 If to Purchaser: Franck Gotsman,Managing Partner Azur Equities,LLC 2875 NE 191St Street,Suite 600 PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 22 Aventura,FL 33180 With a copy to: Bruce Smoller Esq, Smoler&Associates,P.A. 2611 Hollywood Boulevard Hollywood,Florida 33020 15. 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. It is understood, however, that SELLER may assign its interest to the City of Boynton Beach without the prior written consent of PURCHASER. This Agreement may be freely assigned by PURCHASER to a wholly owned or controlled assignee of PURCHASER, and thereafter PURCHASER'S assignee shall be obligated to close the transaction contemplated herein as if such assignee were the original party to this Agreement. Any assignment by PURCHASER to an unrelated party shall be subject to the written approval of SELLER, which shall not be unreasonably withheld. 16. RISK OF LOSS. In the event the condition of the Property,or any part thereof, is materially altered by an act of God or other natural force beyond the control of SELLER, PURCHASER may elect, as its sole option,to terminate this Agreement and receive a refund of the Deposit and the parties shall have no further obligations under this agreement, or PURCHASER may accept the Property without any reduction in the value of the Property. In the event of the institution of any proceedings by any Governmental Authority which shall relate to the proposed taking of any portion of the Property by eminent domain prior to Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing, SELLER shall promptly notify PURCHASER and PURCHASER shall thereafter have the right and option to terminate this Agreement by giving SELLER written notice of PURCHASER's election to terminate within fifteen (15) days after receipt by PURCHASER of the notice from SELLER. SELLER hereby agrees to furnish PURCHASER with written notice of a proposed condemnation within two (2) business days after SELLER's receipt of such notification. Should PURCHASER terminate this Agreement, the Deposit shall immediately be returned to PURCHASER and thereafter the Parties shall be released from their respective obligations and liabilities hereunder. Should PURCHASER elect not to terminate, the parties hereto shall proceed to Closing and SELLER shall assign all of its right,title and interest in all awards in connection with such taking to PURCHASER. 17. BROKER FEES. The Parties hereby confirm that neither of them has dealt with any broker in connection with the transaction contemplated by this Agreement. Each Party PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 22 shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses,damages,costs or expenses(including,without limitation,attorney's fees)of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or finder in connection with this Agreement. However, SELLER'S indemnification obligations shall not exceed the statutory limits provided within Section 768.28, Florida Statutes, and SELLER does not otherwise waive its sovereign immunity rights. The provisions of this Section shall survive Closing or termination of this Agreement. 18. ENVIRONMENTAL CONDITIONS. To the best of SELLER'S knowledge,the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including,without limitation, applicable zoning and environmental laws and regulations. 19. SELLER DESIGN APPROVAL. SELLER shall have the right to review and approve applicable development applications and documents, including the Site Plan for the Project to ensure compliance with the terms of this Agreement and consistency with the conceptual plans submitted to the SELLER by PURCHASER as part of its submission in accordance with the Cottage District Infill Housing Redevelopment Project Request for Proposals and Developer Qualifications(RFP)issued by the CRA on August 17,2020,attached as Exhibit"C,". 20. PROJECT REQUIREMENTS. a) Construction of single family fee simple, owner occupied dwelling units consisting of either Formatted:Font:(Default)+Body(Calibri) detached,attached units or a combination of the two. Formatted:List Paragraph,Numbered+Level:1+ Numbering Style:a,b,c,...+Start at:1+Alignment:Left+ b) Height limitations for the units should be maintained at one,two or three story units with strong Aligned at: 0.25'+Indent at: 0.5 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 Proiect site. c) 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. d) On-street parking spaces where feasible. e) Minimum five-foot sidewalk width along the entire perimeter of the Project. f) 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. g) Creation of a neighborhood pocket park on the east portion of the site along NE 15t Street. The pocket park must be included in the Project's site plan and must include landscape, hardscape and accent lighting features. Once constructed,the pocket park will be open to the public and therefore will be deeded to the City of Boynton Beach. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 22 h) Plan for inclusion of workforce housing units,for households within 80-140%Palm Beach County Area Medium Income(AME). 1) Housing should be constructed with maximum efficiency and sustainability in mind. i) Creation of a Homeowner's Association with defined and limited authority over common areas. k) Provision of a Builder's Warranty for a period of one (1) year for each housing unit completed and sold. 1) Implementation of a plan or program to use local ^^*Agreementors, sub- Formatted:Font:(Default)+Body(Calibri) Agreementors and laborers in the Project and reporting the results of the plan or Formatted Font (Default)+Body(Calibri) program to the Seller at the conclusion of the Project. m) Implementation of a plan or program to market and solicit sales of the unit to existing income qualified Boynton Beach residents and reporting the results of the plan or program to the Seller at the conclusion of the Proigct. 21. REDEVELOPMENT PROJECT INCENTIVES AND FUNDING. The SELLER shall provide the PURCHASER with the following Boynton Beach Community Redevelopment Agency Redevelopment funding to be utilized as Gap funding in order to assist the PURCHASER with the costs of the overall Project,thereby making the Project more affordable to the end user and to induce the enhancement and/or expansion of the project: a. PURCHASER shall be reimbursed up to a maximum amount of $385,825.00 for eligible site and infrastructure related improvements necessary to complete the proposed Project. Said funds shall be reimbursed within thirty(30) days of receiving Final Inspection approval from the City for work completed under this phase of the Project provided Purchaser has timely submitted (subject to the Cure Period) all required construction cost documentation consistent with the eligible items set forth below: 1. Letter requesting amount of eligible expenses to be reimbursed consistent with this Agreement. 2. Copies of applicable Permits and Final inspection approvals. 3 4&A#a4Agreements and itemized proof of payments evidencing materials and work performed on the site. b. SELLER's obligations to provide funding pursuant to this Agreement are contingent upon PURCHASER's compliance with all provisions of this Agreement. 22. DEVELOPMENT TIMELINE. PURCHASER is required to comply with the deadlines set forth below. PURCHASER shall provide Seller with written documentation evidencing PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 22 completion of each action (collectively the "Project Elements") on or before each deadline. PURCHASER shall provide SELLER with such written evidence within ten (10) days of of completing each deadline. a. PURCHASER shall submit applications to the City for platting, site plan, land use and zoning necessary for the Project within one hundred twenty (120) days of the Effective Date. b. PURCHASER shall obtain approval of all platting, site plan, land use and zoning application necessary for the Project from the City within one hundred eighty(180)days of submittal of the formal application to the City of Boynton Beach. C. PURCHASER shall obtain —financing for the Project, including the construction loan and permanent financing commitment, in an amount sufficient to develop the Project within (days of receiving final platting, final site plan, land use and Commented[sM21.Need todetermine this timeframe. ' zoning approvals from the City of Boynton Beach.SELLER retains the right to demand any and all verifiable documentation necessary to evidence proof of financing. d. PURCHASER shall submit construction documents and all necessary applications to the City to obtain necessary building permits for the Project within one hundred twenty (120) days of obtaining formal site plan approval from the City. Proof of permit application fees paid will be provided to the SELLER upon submission to the City. Upon City issuance of the building permit a copy will be provided to SELLER. e. C. i, II tr rnrrrenc Construction of the Project's civil and site - Com mented[rosNeeatoaefin e work,as defined by the City of Boynton Beach Code,to occur within Nays commented�ed toaetermme hs meframe. of obtaining an approved land development permit for the Project. f. PURCHASER shall obtain a Certificate of Occupancy for the final housing unit of the Project within three-five (54) years of completion of site preparation (the "Outside Completion Date"Ithe Effeetiye Date g. PURCHASER shall ensure that the Groundbreaking ceremony will occur prior to or simultaneously with the commencement of construction. h. PURCHASER shall ensure that a Ribbon Cutting ceremony will occur upon completion of construction of the Project and prior to the closing of the first housing unit sold. commented[8157:There should be an overall completion date included tied into their proposed 36 months process. This is a claw i. PURCHASER shall only be obligated to construct houses which are under back to ensure the project is moving forward as proposed. Agreement for sale Ifnot completed within 36 months,would the Purchaser pay a fee? Similar in nature to paying liquidated damages since the reverter will s no longer be in place at this point in the project. i. PURCHASER shall have the option to purchase the lots not sold on or before the Outside Completion Date Athin the g"^tted ';Fn^ at the current appraised value indicated by the Palm Beach County Property Appraiser's Office, minus the PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 22 prorated cost of development. PURCHASER shall exercise such option not later than ten (10) days following expiration of the Outside Completion Date. Thereafter,SELLER shall 4.I<. SP"PR `hall have the option to purchase any unsold lot 4Pe ^^+� ,.ithip the ail^++^,a tipp^i;r^at a prorated price of the total development site. 23. DEFAULT 23.1 With Regard To Project Elements. If one or more of the required Project Elements is not achieved as required in this Section and/or if the timeline outlined herein is not strictly met, and PURCHASER has not provided SELLER with a written notice explaining the reason or circumstances not under the control of PURCHASER that have prevented PURCHASER from meeting the timeline, and SELLER has not agreed in writing to the same,then: (a) if such events are contemplated to occur following the Closing but fail to occur as required, then the PURCHASER shall be required to reconvey the Property to the SELLER,this Agreement shall be terminated, and SELLER shall be released from any and all obligations under this Agreement; and (b) if such events are contemplated to occur prior to Closing but fail to occur as required, then it shall be a default hereunder and treated as provided in Section 13, above. The parties understand and agree that, for any default prior to Closing, SELLER shall be entitled to the Deposit in full as final satisfaction of PURCHASER's obligations hereunder. Notwithstanding the foregoing, PURCHASER shall have thirty (30) days to cure any default described herein. In the event it is not reasonably possible for such default to be cured within the time period described herein, PURCHASER shall commence a cure within the thirty (30) days described herein and shall proceed with reasonable diligence to complete such cure, in which case this Agreement shall be restored to good standing. 23.2 Default After Closing. Failure of the Parties to strictly comply with any of the provisions set forth in this Agreement after the Closing shall constitute a default and breach of this Agreement.If either Party fails to cure the default within(30)days of written notice from the other of its default,then this Agreement may be terminated pursuant to Section 21 above, subject to the provisions of this Agreement. Notwithstanding the foregoing, in the event it is not reasonably possible for such default to be cured within the time period described herein, PURCHASER shall commence a cure within the thirty (30) days described herein and shall proceed with reasonable diligence to complete such cure,in which case this Agreement shall be restored to good standing. 23.3 Reverter Clause. The Special Warranty Deed shall contain a reverter commenWd[SM6]:The Reverter document will need to be clause that shall run with the Property until the Project is completed in full and the PURCHASER l reviewedmd agreed to by both partes has obtained a Certificate of Occupancy for each housing unit constructed as part of the Project and as identified on the approved site plan.The reverter clause shall require the Property to be re-conveyed to SELLER by quit claim deed should PURCHASER default under the terms of this Agreement, and such default is not cured within the applicable cure period. In the event the SELLER exercises its right of reverter,SELLER shall reimburse PURCHASER the Purchase Price of PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 22 the property as set forth in Section 2 of this Agreement in addition to verifiable costs incurred by the PURCHASER associated with the development improvements described in Exhibit"C".of this Agreement and further described as"Exhibit C"to the extent that the costs associated with those improvements have not been recaptured by the PURCHASER.To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit B 23.4 Right to Repurchase4 c;. + °^f„ ^i PURCHASER hereby grants SELLER a Right to ^+ _—°^+,, +^• repurchase 4 the Property which shall be in full force and effect for the period of time from the date PURCHASER obtains site plan approval until the date its Certificate of Occupancy for the final housing unit as described in "Exhibit C".The terms and conditions of this right shall be set forth within the Special Warranty Deed as follows: a. Should the PURCHASER abandon the Property for any six (6) month period (unless said abandonment is beyond the control of Purchaser) and/or if the Property is not used as a fee simple owner-occupied single family residential unit (the approval of which shall not be unreasonably withheld)the SELLER shall provide 30 days written notice to PURCHASER of its right to repurchase the Property at fair market value (as determined by an independent third-party appraisal) after the deduction of the value of any funding or land contributed to the PURCHASER by the SELLER. Thereafter, PURCHASER will provide a general warranty deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property to SELLER in exchange for the payment described herein;and/or b. Should PURCHASER receive an offer to purchase the Property pursuant to a written eeRtrar+Agreement or letter of intent which PURCHASER desires to accept, PURCHASER shall give SELLER notice of the offer by delivering a copy of the ^r+. ^+Agreement or letter of intent to SELLER("Notice")pursuant to the Notice requirements of Section 14 above within two (2) business days of receipt. Within ten (10) days of receipt of the Notice, SELLER shall either waive or exercise its right of first refusal. If SELLER elects to exercise its right of first refusal, SELLER shall, within ten (10) days after receipt of the Notice, deliver to PURCHASER an agreement to purchase the Property on the same terms as set forth in the Notice including the delivery of a deposit(if applicable)after deduction of the value of any funding or land contributed to the PURCHASER by the CRA, and upon receipt by the PURCHASER of the foregoing from the SELLER, PURCHASER and SELLER shall enter into a Purchase and Sale Agreement upon substantially the same terms and conditions as the Notice. If SELLER fails to exercise or waive its right of first refusal in accordance with the terms and conditions stated herein,within ten (10)days after receipt of the Notice,then SELLER's right of first refusal shall be deemed to have been waived. The terms and conditions of this Section shall survive closing. The foregoing rights of first refusal shall not be applicable to the PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 22 transfers transpiring in the event that the property is transferred to the governing Homeowner's Association. 24. MISCELLANEOUS. 24.1 General. This Agreement,and any amendment hereto, may be executed in any number of counterparts,each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District Court of Florida. 24.2 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. 24.3 Waiver. Neither the failure of a party to insist upon strict performance of any of the terms, provisions,covenants,agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 24.4 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: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 22 Closing shall not merge into the Deed. 24.5 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. 24.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 24.7 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. 24.8 Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys'fees and costs, including those at the appellate level,shall be awarded to the prevailing party. 24.9 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. 24.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County,Florida without the prior approval of both parties. 24.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the Deed and PURCHASER'S possession of the Property. 24.12 PURCHASER Attorneys' Fees and Costs. PURCHASER acknowledges and agrees that PURCHASER shall be responsible for its own attorneys' fees and all costs, if any, incurred by PURCHASER in connection with the transaction contemplated by this Agreement. 24.13 Public Records. SELLER is a public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 22 a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119,Fla.Stat.,or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law;and d. Meet all requirements for retaining and providing public records and transfer to the SELLER,at no cost,all public records in possession of the PURCHASER upon termination of the r^^+"^r and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. 25. PERIMETER FENCING. SELLER shall erect perimeter fencing around the Property pursuant to a leasing e^^+"^~+Agreement with a third-party rai44a +Agreementor and shall cover all costs associated with same for a one(1)year term. PURCHASER will be responsible for all costs associated with the fence,including all lease payments and removal costs following the initial one(1)year term. The remainder of this page was intentionally left blank. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 22 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: AZUR EQUITIES,LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name:Steven B.Grant Title: Title:Chair Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: Approved as to form and legal sufficiency: CRA Attorney The remainder of this page was intentionally left blank. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 22 EXHIBIT"A" LEGAL DESCRIPTION LAND DESCRIPTION: Lots 1 through 8,Block 1 of SUNNY-SIDE ESTATES,according to the Plat thereof,as recorded in Plat Book 26,Page 16 of the Public Records of Palm Beach County,Florida. (PIN:08-43-45-21-28-001-0010; PIN:08-43-45-21-28-001-0020; PIN:08-43-45-21-28-001-0031; PIN:08-43-45-21-28-001-0041; PIN:08-43-45-21-28-001-0061;PIN:08-43-45-21-28-001-0071) TOGETHER WITH: Lot 1,LESS the east 10 feet thereof,Block 3,SHEPARD ADDITION TO BOYNTON,according to the plot thereof as recorded in Plot Book 2,Page 59 of the Public Records of Palm Beach County,Florida. (PIN:08-43-45-21-29-003-0011; PIN:08-43-45-21-29-003-0012; PIN:08-43-45-21-29-003-0013; PIN:08-43-45-21-29-003-0014) TOGETHER WITH: Lot 2 and the northeast quarter(NE 1/4)of Lot 3, in Block 3,SHEPARD ADDITION TO BOYNTON, according to the plat thereof as recorded in Plot Book 2,Page 59 of the Public Records of Palm Beach County,Florida. (PIN:08-43-45-21-29-003-0020; PIN:08-43-45-21-29-003-0032) TOGETHER WITH: The north 140 feet of Lot 5(less the west 20 feet thereof),the north 140 feet of the west one- half of Lot 3 and the north 140 feet of the east 25 feet and the north 140 feet of the west 75 feet of Lot 4,all in Block 3,SHEPARD ADDITION TO BOYNTON,according to the plat thereof as recorded in Plat Book 2,Page 59 of the Public Records of Palm Beach County,Florida. (PIN:08-43-45-21-29-003-0033) TOGETHER WITH: The south 160 feet of the west one-half(1/2)of Lot 3,and the south 160 feet of the east 25 feet of Lot 4,Block 3,SHEPARD ADDITION TO BOYNTON BEACH,FLORIDA,according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida,recorded in Plat Book 2,Page 59. (PIN:08-43-45-21-29-003-0034) TOGETHER WITH: The west 75 feet of Lot 4,LESS the north 140 feet thereof,Block 3,SHEPARD ADDITION TO BOYNTON,according to the plat thereof as recorded in Plat Book 2,Page 59 of the Public Records of Palm Beach County,Florida. PIN:08-43-45-21-29-003-0041 PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 22 TOGETHER WITH: The south 25 feet of Lot 7 and the north 25 feet of Lot 8, LESS the west 35 feet thereof, all in Block 3, SHEPARD ADDITION TO BOYNTON, according to the plat thereof as recorded in Plot Book 2,Page 59 of the Public Records of Palm Beach County, Florida. (PIN:08-43-45-21-29-003- 0071) The south 75 feet of Lot 8,Block 3, LESS W 35 feet and exterior curve area road right-of-way,of SHEPARD ADDITION TO BOYNTON,according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County,Florida, in Plot Book 2,Page 59,of said Public Records.(PIN:08-43-45-21-29-003-0081) Lot 5, Block 3, of SHEPARD ADDITION TO BOYNTON,according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, in Plot Book 2, Page 59, LESS the north 140 feet of the east 80 feet of said Lot and LESS the north 175 feet of the west 20 feet of said Lot, and LESS the south 100 feet of the east 50 feet of said Lot, as described in deed recorded in Official Records Book 866, Page 686; Deed 1118, Page 221; and Deed Book 855, Page 350 of the Public Records of Palm Beach County, Florida. (PIN:08-43-45- 21-29-003-0051) TOGETHER WITH: A portion of that abandoned 15 foot wide alley running east/west from Seacrest Boulevard to NE 1st Street,abandoned by Ordinance No.18-028 and recorded in Official Records Book 30320,Page 662 of the Public Records of Palm Beach County,Florida,said alley lying contiguous to the north line of Block 3,SHEPARD ADDITION TO BOYNTON,according to the plat thereof,as recorded in Plat Book 2,Page 59,of the Public Records of Palm Beach County,Florida and contiguous to the south line of Block 1,SUNNY-SIDE ESTATES,according to the plat thereof,as recorded in Plat Book 26,Page 16,of the Public Records of Palm Beach County,Florida, bounded as follows: Bounded on the east by the northerly extension of the west line of the east 10 feet of Lot 1, Block 3 of SHEPARD ADDITION TO BOYNTON;bounded on the south by the south line of said 15 foot Alley, also being the north line of Block 3 of said SHEPARD ADDITION TO BOYNTON; bounded on the west the northerly extension of the east line of the west 20 feet of Lot 5, Block 3 of said SHEPARD ADDITION TO BOYNTON; and bounded on the north by the north line of said 15 foot Alley,also being the south line of said Block 1,SUNNY-SIDE ESTATES. Said lands situate in the City of Boynton Beach, Palm Beach County, Florida and containing 189,290 square feet(4.346 acres)more or less. PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 22 EXHIBIT"B" �R EV ERTE R AGREEMENT rCo--e-n1edSM71i:.CR staff and legal counsel recognizethat nguagecontaed in thedraft Reverter will need to bed and revised This REVERTER AGREEMENT is dated as of this day of 2021, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the "SELLER")and AZUR EQUITIES,LLC(the"PURCHASER"). RECITALS A. The SELLER has conveyed to the PURCHASER that certain real estate described on Exhibit "A" attached hereto (the "Property") pursuant to a Deed of even date herewith between the SELLER and PURCHASER. B. The PURCHASER has agreed to construct certain Improvements on the Property, and other requirements in accordance with the guidelines and criteria set forth on in the Purchase and Development Agreement. C. The Deed shall provide that if the PURCHASER does not construct the Improvements as set forth in this Agreement,then the Property shall revert to the SELLER. NOW THEREFORE, in consideration of the transfer of the Property to the PURCHASER and other consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. PURCHASER agrees at its sole cost and expense to complete the construction of the Improvements in accordance with the terms of the Purchase and Development Agreement attached hereto by no later than the time period set forth in Paragraph 22 of the Purchase and Development Agreement of even date herewith(the"Completion Date"). 2. In the event the Improvements are not completed by the Completion Date (unless extended pursuant to the terms of the Purchase and Development Agreement),subject to all cure periods described in the Purchase and Development Agreement, the Property shall revert to and thereafter become fee simple real estate owned by the SELLER. Within 30 days of the written request of the SELLER, the PURCHASER will provide a general warranty deed to the Property in form and substance acceptable to the SELLER evidencing the reconveyance of the Property. 3. During the construction of the Improvements, PURCHASER will not place any additional liens or encumbrances on the Property except as consented to by the SELLER. In that PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 22 regard, the SELLER agrees not to unreasonably withhold its consent to any construction loan financed with a commercial bank or similar lender intended to fund the construction and development of the Improvements. In such an event, the SELLER will enter into a Subordination Agreement in form and satisfactory to such lender. Upon completion of the Improvements satisfactory to the SELLER,the SELLER agrees to issue a letter acknowledging the release of the reverter rights described herein. This Agreement shall be binding upon the parties hereto and shall be binding upon and inure to the benefit of their successors and assigns. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. This Agreement may only be modified or amended by a written agreement signed by authorized representatives of the parties hereto. WITNESS the following signatures as of the year and date first above written. PURCHASER: SELLER: AZUR EQUITIES,LLC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY Printed Name: Printed Name:Steven B.Grant Title: Title:Chair Date: Date: PURCHASER's Initials: SELLER's Initials: 01496418-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 22 EXHIBIT C CONCEPTUAL DESIGN PLANS (Note:Site plan to be inserted as pdf for clarity) =oedts]:Revusea eoncep ual s ePlan,Blevahons, as proposed in the orgmal RFP PURCHASER'S Initials: SELLER'S Initials: 01496418-2 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.D. SUBJECT: Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue SUMMARY: The CRA Board has been discussing the possible redevelopment of the CRA owned 115 N. Federal Highway site since receiving the first Letter of Interest (LOI) in August 2020. During that time, there were appraisals performed and inquiries made to the each of the adjacent private property owners and their interest in becoming part of a future redevelopment project or perhaps their interest in selling their property to the Agency to be included in a future redevelopment project. Subsequent to the June 9, 2021, CRA Board meeting, at the direction of a CRA Board member, staff contacted the owners of the properties located at 511, 515 and 529 E. Ocean Avenue to discuss their renewed interest in selling their parcel to the CRA(see Attachment 1). The property consists of 17,903 square feet (SF), or 0.41 acres. The three buildings range in construction periods from 1922 to 1958 and have an effective total size of 17,201 leasable SF. The CRA had an appraisal performed with the cooperation of the owners in October 2020 with a market value $3,400,000 (see Attachment 11). The owners, 500 Ocean Properties, LLC, exchanged emails with CRA staff to gauge their interest and attempt to negotiate the basic sales terms. It was staffs intention to limit the negotiation to a price and the Board's interest in purchasing the property before going into any details concerning the current leases or the future of the property (see Attachment I11). 500 Ocean Properties responded to staff by explaining that they would agree to a purchase price of $3,600,000 providing that all other terms and conditions associated with an agreement were satisfactory. At their July 13, 2021 meeting, the CRA Board approved the purchase and sale price of $3.6 million that was offered by 500 Ocean Properties and agreed to the condition that the closing take place before December 31, 2021 (see Attachment IV). As directed, CRA staff and legal counsel have been communicating with the members of 500 Ocean Properties to obtain any and all information relating to the existing leases and obligations of the property owner and tenants under those leases. Staff and legal counsel feel that the contents of the leases will assist in identifying any constraints on the CRA. The contents of these leases together with the building's structural analysis will assist CRA staff and legal counsel on the terms and conditions of the Purchase and Sale Agreement. Supportive documentation of the continued negotiation effort is provided as Attachment V. FISCAL IMPACT: Purchase and Sale Price of$3,600,000 with funding source to be determined based on financing alternatives. CRA PLAN/PROJ ECT/PROGRAM: Boynton Beach CRA's Community Redevelopment Plan CRA BOARD OPTIONS: 1. Direct CRA staff and legal counsel to continue to negotiate the terms and conditions to be included in a Purchase and Sale Agreement for acquisition of the properties located at 511, 515 and 529 E. Ocean Avenue for the price of $3,600,000 to be presented to the Board at a future date. 2. Offer alternative direction based on CRA Board discussion. ATTACHMENTS: Description D Attachment I -Aerial Map of Parcels D Attachment II -October 2020 -Appraisal D Attachment III - Email Negotiations D Attachment IV -CRA Board Minutes -July 13, 2021 D Attachment V - Email Negotiations Post July 13, 2021 CRA Board Meeting f x o } {££ 'e Y3 -C M > ° �• �r t G 2 0�0 U 0 �' m wm � LA v r m £ ¢ 2 m m m ° m YJ c J - i CIA I Ir t O tp- tvvrnrnUrn� voit ED z m w m r z d ° ° m ° S " o cn } c ° w w `w m w O v °10 0 o > 0 0 v 0 .T uj m r£`1 w a m o LL a L ii LL E N m - - LL W m Z 2 Z Z LL Ln Z m O LLJ M n d � m Z M .--i Ln .--i O OV lA .i � O— N LL N ON 00 M 'm N Lf) 00 Ln w .. 0, n N 1A .. N IA .. N IA .. N 1A o ol6 N N f6 N N f6 N N f6 N N f6 N N +' f6 I i i - 3 `o -0 3 `o v 3 `o -0 3 `o 'o a t v { S ¢ O ¢ ¢ O ¢ ¢ O ¢ ¢ O ¢ ¢ OU ¢ N m N M lA u 4£ , ctrl " v „ ii a Oa LU p s.. m `< _ t � ft+",r,�. �fY EY>- � s3� '{1�� ";•E- [ I air � fvd- - a � I- ._ r r- — a APPRAISAL REPORT (APPRAISER FILE: 20-1819) s. n ' ,��141}s} I� t 3 z a c nY; r np MIXED—USE PROPERTY OCEAN AVE MIXED—USE CENTER 511-529 E OCEAN AVE BOYNTON BEACH, FLORIDA FOR BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY BOYNTON BEACH, FL AS OF OCTOBER 26, 2020 APPRAISERS&CONSULTANTS AUCAMP S APPRAISERS&CONSULTANTS November 4, 2020 Mr. Michael Simon Director Boynton Beach Community Redevelopment Agency 710 N Federal Highway Boynton Beach, FL 33435 RE: Appraisal of Real Property Mixed-Use Property Ocean Ave Mixed-Use Center 511-529 E Ocean Ave Boynton Beach, Florida 33435 (Appraiser File: 20-1819) 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 Community Redevelopment Agency in assistance related to business decisions regarding this property, this appraisal provides an estimate of market value for the leased fee 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 north side of E Ocean Ave within the downtown area of Boynton Beach, Palm Beach County, Florida. The site consists of three adjacent parcels totaling 17,903 square feet (SF), or 0.41 acres. Between 1922 and 1958, the subject was improved with three buildings. The buildings have an effective total size of 17,201 SF (leasable) and is utilized as a retail/office/residential strip center. The first floor consists of mainly retail and office uses with additional offices and residential units on the second floor. The property consists of about 84% retail/office space and 16% residential space. 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 76% occupied by multiple tenants, inclusive of the owner's space. The vacant space consists of one 1St floor retail/office bay consisting of 4,104 SF. igoo NW CORPORATE BOULEVARD, SUITE 215E, BOCA RATON, FLORIDA 33431 561-998-9326, FAX 561-241-4759 Mr. Michael Simon November 4, 2020 The subject leases have varied expiration over the next two years, with a weighted average remaining lease term just less than 1 year. Most of the leases are 1-year leases and-or expire within the next year. The owner occupies about 27% of the total building. The owner intends to gut renovate the vacant bay, update the electric and plumbing, and subdivide the space into 5 or 6 bays, at a reported cost of$290,000. Upon completion, the space will be considered a "white box." The broader area is attractive for redevelopment of an intense residential-focused mixed-use project, likely in conjunction with surrounding parcels. In fact, a local developer has submitted an unsolicited LOI (Letter of Intent) to the Boynton Beach CRA for redevelopment of an adjacent site in conjunction with surrounding parcels. 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. The three adjacent parcels are considered as one economic asset herein. This is due to the close proximity of the three parcels, a historical review of sales in similar areas, consideration of the buyer pool, and discussion with market participants. Therefore, no deductions are necessary for a single purchaser, as the most probable purchaser would purchase and retain the entire asset. 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. This report is contingent upon the following extraordinary assumptions: The uninspected units have similar condition and quality to the inspected units. The proposed improvements are completed according to the description and timeline herein. AUCAMP, DELLENBACKI 3 File 20-1819 Mr. Michael Simon November 4, 2020 After careful and thorough investigation and analysis, we estimate market value for the leased fee 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 October 26, 2020, is: THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000) Aucamp Dellenback & Whitney has not performed services concerning this property during the past three years. Thank you for this opportunity to assist in meeting your appraisal needs. Respectfully submitted, AUCAMP, DELLENBACK&WHITNEY Andrew Sperling State-certified General Real Estate Appraiser RZ4177 andrew(a-)adw-appraisers.com Jon than Whitney, MAI State-certified General Real Estate Appraiser RZ2943 ion(a-)adw-appraisers.com AUCAMP, DELLENBACKI 4 File 20-1819 TABLE OF CONTENTS TABLE OF CONTENTS PART 1: INTRODUCTION 1 TITLE PAGE 1 LETTER OF TRANSMITTAL 2 TABLE OF CONTENTS 5 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS 6 LOCATION MAP 8 SUBJECT PHOTOGRAPHS 9 SCOPE OF WORK 22 PART 2: DESCRIPTIONS, ANALYSES, AND VALUE CONCLUSIONS 25 MUNICIPALITY 25 NEIGHBORHOOD 27 MARKET 31 SUBJECT PROPERTY 41 HIGHEST AND BEST USE 51 VALUATION PROCESS 53 SALES COMPARISON APPROACH 54 INCOME CAPITALIZATION APPROACH 71 RECONCILIATION AND FINAL VALUE CONCLUSIONS 86 NORMAL MARKETING PERIOD AND REASONABLE EXPOSURE TIME 87 PART 3: ADDENDUM 88 CERTIFICATION 88 CONTINGENTAND LIMITING CONDITIONS 90 HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS 93 DEFINITIONS 94 AREA DESCRIPTION AND ANALYSIS 98 ENGAGEMENT LETTER 104 APPRAISER QUALIFICATIONS AND LICENSE 107 AUCAMP, DELLENBACKI 5 File 20-1819 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS REPORT TYPE Appraisal Report PROPERTY TYPE Mixed-use property LOCATION 511-529 E Ocean Ave, Boynton Beach, Florida 33435 REPORT DATE November 4, 2020 VALUATION DATE October 26, 2020 INTENDED USER Boynton Beach Community Redevelopment Agency INTENDED USE To assist in assistance related to business decisions regarding this property SITE Three adjacent parcels totaling 17,903 SF or 0.41 acres IMPROVEMENTS Between 1922 and 1958, the subject was improved with three buildings which function as one economic unit. The buildings have an effective total size of 17,201 SF (leasable) and is utilized as a retail/office/residential strip center. The first floor consists of mainly retail and office uses with additional offices and residential units on the second floor. OCCUPANCY 76% by multiple tenants ZONING Central Business District (CBD) by the City of Boynton Beach CENSUS TRACT 0062.01 FLOOD ZONE X, flood insurance is typically not required in this zone NORMAL MARKETING PERIOD Twelve months or less REASONABLE EXPOSURE TIME Twelve months or less ASSIGNMENT OVERVIEW The subject is an attractive property for an investor. The sales comparison approach and the income capitalization approach provide the most useful indications of market value. AUCAMP, DELLENBACKI 6 File 20-1819 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS HIGHEST AND BEST USE As Vacant: Immediate development of an intense, urban residential-focused mixed-use project, likely involving adjacent uses As Improved: Continued retail/office use of the existing improvements for multiple occupants VALUE INDICATIONS Cost N/A N/A Sales Comparison $3,460,000 $201 Income Capitalization $3,340,000 194 Market Value Conclusion $3,400,000 $198 AUCAMP, DELLENBACKI 7 File 20-1819 LOCATION MAP LOCATION MAP Laky Placid ? PortSt Lucie Okeechobee Ii, Stuart. auckhead<Ridge � w Ringhton t tuck,cw'€eye � Hobe Soured L R. w Indtantowvn U upiter - � Pz 1 °;beach Moore Have€^i Pahokaa 6r �ens Lal�ell ' taxa , Clewiston raa" Riviera beach _. Uate t PaIrri,l§eaih Balli Made Royal Palm Heath b SE SUBJECT es. La ke(`Worth' Arthur R. ynf Beath l o an trn,� Delrar`y each Irnr okalee Pv;.ghnr'ei rn7 rk_ `. . ' seas rel t&a Raton �C� X Bing cypress A {3fa� � V lrl(�S{tle beerfield each Pgmpp'no each Tamarac � ;� 'Lauderdale Lakes e, Flu , r c art P antatiorx a�ea�r5 ra a R. Rv�el � X,��iti� €a � r pity ®�ateLaeata` H011" "00 r �r �rrtrAi�a " l_ i Oltra na�f Hallandale Beach W9 Cyp vss Natonm Nese ee mirth Miami beach €� ", ..'� [� a ) Caro pity lentHlaleah Yomweri Cana' Tarrluam l Tmill tr, Ciora1 Gablle's (Kendall 874), Cutler Ridge B4001011? p azt fT hlomeste� d nark: 55w 80 '510s'bm bd16gjgde,Nat coal Park �:�a� r arae l t eS vee P date''L�ra't ,� L• c Lake seorgtaake y Largo AUCAMP, DELLENBACKI 8 File 20-1819 SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPHS 1 n<a N i R9 " 3, Tk' GUAM t L). _ t s i t n � 54 r, �i i fi i i r "" P ffir f Bird's eye view of subject (outlined) facing subject's south elevation (surrounding area is proposed for redevelopment) AUCAMP, DELLENBACKI 9 File 20-1819 SUBJECT PHOTOGRAPHS d{ NI s Facing subject from E Ocean Ave (south and east elevations shown) _ x a S ' d West and south elevations shown AUCAMP, DELLENBACKI 10 File 20-1819 SUBJECT PHOTOGRAPHS � I srm it 1 yJ ,lisle, Facing subject from rear public alley (north and west elevations shown) is 7 (i{rt 1 t b I 7 { ➢e �h i nt Sk t Rear of Hurricane Alley restaurant bldg AUCAMP, DELLENBACKI 11 File 20-1819 SUBJECT PHOTOGRAPHS r y � I �>v r F= Facing east along E Ocean Ave with subject on the left t' 4' }t I� }. i r S Ik) ylry Facing east along rear alley with subject on the right AUCAMP, DELLENBACKI 12 File 20-1819 SUBJECT PHOTOGRAPHS r } rr A[ ii7lt i � i t{i I r a ' t s z rr t ss r#y�ii td 511 E Ocean: Owner's suite — Reception /open work area do y � 511 E Ocean: Owner's suite— Lobby AUCAMP, DELLENBACKI 13 File 20-1819 SUBJECT PHOTOGRAPHS y ' t ty , f � � a� 1 a� 511 E Ocean: Owner's suite —Typical private office J � > { s_ L; 511 E Ocean: Owner's suite— Open work area AUCAMP, DELLENBACKI 14 File 20-1819 SUBJECT PHOTOGRAPHS _— t 4 � s r 44�`��7�L 1l Ei'slt 4 f i17 7 i tri rt 1 v44}t. 511 E Ocean: Owner's suite— Kitchen / Breakroom ,,`XA A 41,1 l }} t S �11yf i �' VS 511 E Ocean: Owner's suite— Rear storage area AUCAMP, DELLENBACKI 15 File 20-1819 SUBJECT PHOTOGRAPHS ,t'- "rI - tttti s}�r 44 � f 511 E Ocean: Owner's suite-Typical restroom I) t oil � a �F 511 E Ocean: 2nd floor 2-bedroom unit AUCAMP, DELLENBACKI 16 File 20-1819 SUBJECT PHOTOGRAPHS i V I 511 E Ocean: 2nd floor 1-bedroom unit— Bedroom {.. ((rykl (f 1 S�1 Y S 4y f 511 E Ocean: 2nd floor 1-bedroom unit— Kitchen area AUCAMP, DELLENBACKI 17 File 20-1819 SUBJECT PHOTOGRAPHS N wj iyE�i a. 511 E Ocean: 2nd floor 1-bedroom unit— Bathroom i r �f 515 E Ocean: Vacant retail/office space — Interior hallway AUCAMP, DELLENBACKI 18 File 20-1819 SUBJECT PHOTOGRAPHS I,`PKI un � 515 E Ocean: Vacant retail/office space —Open work area A 7 529 E Ocean: Hurricane Alley— Bar area AUCAMP, DELLENBACKI 19 File 20-1819 SUBJECT PHOTOGRAPHS � r 11 �� rri z � fi Irl y J d'. 1 529 E Ocean: Hurricane Alley—Seating area joN� 529 E Ocean: 2nd floor office area—Common area AUCAMP, DELLENBACKI 20 File 20-1819 SUBJECT PHOTOGRAPHS 1 t R- f � \ t } �f- igitS., ��' 4• 3j2 ' 1 529 E Ocean: 2nd floor office area—Common area breakroom AUCAMP, DELLENBACKI 21 File 20-1819 SCOPE OF WORK SCOPE OF WORK Appraisal Purpose: To estimate market value in "as is" condition Interest Appraised: Leased fee interest Client: Boynton Beach Community Redevelopment Agency Intended User: Boynton Beach Community Redevelopment Agency. No other party may use or rely on this report for any purpose. Intended Use: To assist in assistance related to business decisions regarding this property Report Format: Appraisal Report Inspection Date: October 26, 2020 Effective Date: October 26, 2020 Report Date: November 4, 2020 Competency Rule: We had the knowledge and experience necessary to complete this assignment competently at the time of its acceptance Definitions: Shown in the addendum of this report Hypothetical None Conditions: Extraordinary The uninspected units have similar condition and quality to the inspected Assumptions: units. The proposed improvements are completed according to the description and timeline herein. Valuation Approaches: The sales comparison approach provides an estimate of market value based on an analysis of comparable property sales. The income capitalization approach provides an estimate of market value based on direct capitalization of net operating income. Appraisers: Andrew Sperling inspected the readily accessible areas of the subject site and improvements, performed the research and analysis, and wrote this report. Jonathan Whitney also inspected the site, discussed the assignment with this appraiser throughout the process and reviewed this final report. Other: Prudent and competent management is assumed AUCAMP, DELLENBACKI 22 File 20-1819 SCOPE OF WORK Subject Property Name: Ocean Ave Mixed-Use Center Address: 511-529 E Ocean Ave, Boynton Beach, Florida 33435 Location: The subject is located along the north side of E Ocean Ave within the municipality of Boynton Beach, Palm Beach County, Florida Legal Description: Shown on the following page (source: Warranty Deed) Current Owner: 500 OCEAN PROPERTIES LLC (source: Palm Beach County Property Appraiser records). A title search was not performed as part of this assignment as that is outside the scope of work. Ownership History: The subject has not sold during the prior three years. No other arm's length transactions have occurred in the three years prior to the valuation date (effective date). The subject does not appear to be listed for sale on the open market, nor is it reportedly encumbered by a purchase and sale agreement. Items Received: The following items were provided by Christian Macoviak, a representative of the owner: • Verbal rental rates • Leases for office tenants • Planned Capital Expenditures • 2018/2019 Operating Expenses • Information about the subject property Interviews: We interviewed Christian Macoviak, a representative of the property owner, regarding the subject property. AUCAMP, DELLENBACKI 23 File 20-1819 SCOPE OF WORK Market Data Sources: CoStar Realty (subscription service), LoopNet.com (subscription service), Multiple Listing Service (subscription service), PwC Real Estate Investor Survey (subscription service), published reports from national brokerage firms, RealQuest (subscription service), Site-To-Do-Business (subscription service), Floodmaps.com (subscription service), RealtyRates.com (subscription service), Marshall Valuation Service (subscription service), local county property appraiser's records (public records), Circuit Court recordings (public records), and appraisal files in this office Types of Data: Retail/office sales and listings, rental rates for retail/office/residential units, occupancies, operating expenses, and investment rates, as well as construction cost data Geographic Area: Primary: Boynton Beach; secondary: Palm Beach County; tertiary: South Florida Verification: Sales and rental rates were verified by a party to each transaction, unless otherwise noted LEGAL DESCRIPTION (ENTIRE PROPERTY) Lot. 10, Less thy: o th 9 feet thereof,, rid the West 7 feet inches of Lot 1 I„ Less the South 8 feet thereof, Block 6, BOYNTON, according to the plat thereof, as recorded in Plat Boob 1, Page 23, of the Public Records of Palm Beach County, Florida. And The East 42 feet 4 inches of Lot 11, Less the South 8 feet thereof, In Block 6, BOYNTO 1, according to the plat thereof, as recorded in Plat Book 1, Pa ge '2 , of the Public Records of Palm Beach County, Florida, And 0 % t 1 , Block 6, ORIGINAL TOWN OF BO TON, according to the plat 3theWof. recoMW in Plat Boob I, Pae 23, of the PubficRecords of Palm Keach ty, Florida- q, Is AUCAMP, DELLENBACKI 24 File 20-1819 PART 2: DESCRIPTIONS, ANALYSES, AND VALUE CONCLUSIONS The subject's municipality is described in the following pages. The Addendum contains an Area Description and Analysis of the state, South Florida, and Palm Beach County. MUNICIPALITY The City of Boynton Beach is located in southeastern Palm Beach County along the coastline of the Atlantic Ocean. The City was originally founded in the early 1900s and experienced tremendous growth between the 1950s and the 1980s. The city is nearly built-out with only infill sites remaining for development; redevelopment of some older properties has occurred during the past 10 years. Boynton Beach currently has roughly 65,000 residents. The City Limits encompass roughly 16.4 square miles, and the city is the third largest in Palm Beach County behind West Palm Beach and Boca Raton. The automobile is the primary mode of transportation in the city. The city has a grid-like pattern to its roads. Major north-south roadways are Federal Highway, Interstate 95 and Congress Ave. Major east-west roadways are Woolbright Rd, Boynton Beach Blvd and Gateway Blvd. Each of these east-west roads intersect with 1-95. Transportation linkages are good. The most intensive uses within the city are permitted in the downtown area near the corner of Federal Hwy and Boynton Beach Blvd (AKA 2nd Ave). This downtown area has historically been a small low-rise area with limited commercial uses; new development has primarily consisted of a couple of residentially-focused high-rise buildings. The Congress Ave corridor, located west of 1-95, is a major retail corridor in the region, anchored by the enclosed Boynton Beach Mall and open-air Renaissance Center. Substantial new commercial and residential development has occurred over the past 15 years in this area, consisting of low- to mid-rise office, retail and residential buildings. Boynton Beach has close proximity to a few high-end communities, such as Gulf Stream and Ocean Ridge. Primary employment centers in the region consist of Boca Raton to the south and West Palm Beach to the north. However, pockets of employment centers are located throughout the South Florida region. For instance, a large light industrial park, Quantum Corporate Park, is located in northern Boynton Beach near Gateway Blvd and 1-95. Adequate recreational and institutional uses are located in the city or nearby. Several beaches are open to the public north and south of Boynton Beach Blvd. The 401-room Bethesda Memorial Hospital serves the Boynton Beach community. The long-term sustainability of Boynton Beach is aided by continued long-term in-migration to the region and proximity to employment centers and recreational amenities. AUCAMP, DELLENBACKI 25 File 20-1819 MUNICIPALITY MUNICIPALITIES MAP rfiltasaea an a..... _ i (iii # (il4t RM1 r � I. l 1. li, 1 ��££ i�}!'S�i,l��Y ��S j(1 ��{t t��pai Y��(i�+•3'(�pa�t1.R'8 [, 4 Irl z I s tl}� t lift r �r(�Il l��t}ilt � t££'1 Ott I:tlt til � 111 l 1 i� \\ p(tis lA� IIV'�it! 111tss lw slAl sr nme r 0�lYisrliq SUBJECT ;�lia �� l$t�]j17E�U1�7� Ei3G�4 tl3 1iY 111 U£ean f�19F _t��'� I , I Y Yet f4 1}thl, Y l t Y i Ill iYS 1x- + l i freezes Goff � It i t o ��l ( ill ll}ft}fits £t n 1 s l{l\i {'plrl��s "1'�\£•1�15��1}ti i' 1�iy li)t�(fi�t1��11.��{i\£ ttlt� �1�1}l��5��}�if i�`t�ti t tl£I��i4ilit�l£�� ,�� "Gt/�f StD�dFtl, 513 i �s� �i t � � z I � as SI r I f � Alla I a -�:_ + ,yg Atla Yilc rive..-'i` a. Yap Dehay see�ich &� iY�Ave 41 a - G n AUCAMP, DELLENBACKI 26 File 20-1819 NEIGHBORHOOD NEIGHBORHOOD The subject neighborhood is the downtown area of Boynton Beach. This downtown area is the greater area surrounding the intersection of Boynton Beach Blvd and Federal Hwy. The neighborhood is in the revitalization stage of a typical neighborhood life cycle. The primary mode of transportation throughout the neighborhood is the automobile. Boynton Beach Blvd is a four-lane, traffic artery with an interchange with 1-95. Seacrest Boulevard is a collector roadway in the eastern part of the neighborhood. Federal Hwy is the primary north- south thoroughfare. Local streets connect with Boynton Beach Boulevard and Federal Hwy. Overall, the roadway network is good. Most of this neighborhood corridor was developed with single-family homes in the 1940s and 1950s. Some of these buildings have been converted to commercial use by single occupants. Lots are relatively small and most conducive to use by small buildings. The eastern end of the neighborhood was initially developed with some small, low-intensity commercial buildings. The City and the CRA (Community Redevelopment Agency) has been actively encouraging a more intensive downtown over the years. The downtown had a relatively low profile until three major redevelopment projects were completed during recent years. • Marina Village along E Ocean Avenue was completed in 2006 with up to 14 floors of several hundred residential condominium units above 20,000 SF of first floor retail space. • The Promenade along N Federal Highway was completed in 2009 with 14 floors of 323 residential condominium units above 19,000 SF of first floor retail space. The loan note on the unsold inventory of approximately 250 units was sold to a prominent South Florida developer, The Related Group. This buyer subsequently took title in a "friendly foreclosure" and changed the name to Casa Costa. • 500 Ocean is a major new project that completed construction in 2018 with 341 residential units and 20,000 SF of commercial space at the southwest corner of Federal Highway and E Ocean Avenue. Boynton Beach's former City Hall is currently being redeveloped into Boynton Beach Town Square. This 16-acre site along the south side of Boynton Beach Boulevard will consist of a large new municipal and cultural complex. A couple of relatively large vacant parcels in the downtown are available for development. A couple of larger scale developments on underimproved sites have been approved by local users / developers, but have yet to break ground. The following chart shows the demographics for rings surrounding the subject, as well as the demographics for the city, the county and the state. Compared to the county, the immediate area surrounding the subject (one-mile ring) has a lower median household income, a lower median home value, and a lower percentage of owner occupied units. The chart indicates significant projected annual population growth in the immediate area over the next five years. The one-mile radius to the subject has 13,972 residents, which is a rather dense area for largely suburban Palm Beach County. AUCAMP, DELLENBACKI 27 File 20-1819 NEIGHBORHOOD DEMOGRAPHICS AROUND SUBJECT Source:ESRI,2020 figures Population 13,972 67,843 107,346 77,123 1,471,269 21,587,015 Projected Ann. Rate ('20 -'25) 2.21% 1.26% 1.06% 1.27% 1.08% 1.33% Median HH Income $49,595 $55,186 $59,009 $54,233 $63,026 $56,362 Households (HH) 5,709 29,481 46,186 32,834 599,076 8,438,100 Average HH Size 2.44 2.26 2.31 2.32 2.42 2.52 Median Age 43.2 44.8 49.6 44.2 45.9 42.5 Owner Occupied Units 43.1% 50.3% 60.6% 53.2% 59.1% 54.3% Median Home Value $247,331 $228,123 $271,724 $234,128 $303,461 $237,555 AUCAMP, DELLENBACKI 28 File 20-1819 NEIGHBORHOOD AREA MAP 3., °krhk !,i`; I rs civ it ct rs., s rt r �i; !' „ r �.,. ivfilMii tulf,I,Kin,JBmlIle t2 >Un ok Reiach51'usL t S�I�tI 4 }hs t 9\I rk p stft,a<7� �t hr 1 tt t hrF lt,. 1t �t-,ali.,iCf nif h t,�ar 1 4 n,,smlw r SUBJECT g01 j R,� h Vd 8ow nto n Boa el7F lvd The Imn si°s schoollimso r h r 6 Boynton eSCat.1 v f luaref', Boy'i1 Fat I,h l t F Ar r yr � i h y 4, s x F�ti �i2 ttr �0 ,_ �ih i it r Irht ia', Gool,iAF]wu6on €tige it h uaa.ii"Apal 1 in t� f49ar'hr, ( ti 1,51 Pa« F. tlF i !ter 1 Sty r r t hal i Home'l,irir)l l F < r sr i .•tr ii t tU� I t Im men[ 't ihtkyi c c i heHonn ."trot _ .a A „.. ,4rabnion yU�f(,,,,,�. ��m � x),`^ t d irh,.!"w)part ,� ` cl ih- �th dirt'hh 1: Bu u,k t€a.mr i a M 7 thh" h Nc rIh 4l it F"J +:'1.fIh 14Mik lid tl lu�{ 1=A ie�I r' %3Cf C ianiia a�k,.fid ,. i t" ) Hlair ....... 1,) } "vit r r` ', �� 1 �ji l2s to f�tr, � AUCAMP, DELLENBACK&WHITNEY 29 File 20-1819 : • ' on Isle]t 1 ' r �, n 4 wC r t • Pit�. lu K -Bins chtchen SSefvod _ tokeau+�es€ • • � �' and • Ctiarh(3wd • ��xtn,hw�.3��,a.w� �,» ,�`� � �'� u � � 1 7 T e 8oar•wa[k ltal�an j, �� '{ �t ioikn - t »rti Sed MSt III c ata Ctv .�Wa4enftanf GtlpEv � t - 6�IftEar�ahFG PiaSt�' � 7 4 NAN aY � T kaeN - 69tt9na Boa&i 9x+b5 t YN=ds b bcn+n A 7ekaWY+_(+a3 v i U=;x kae' t 1 fir I t !g SOt't7C N rS 15 '6i5e Ceefer C tax, �d G`a R'an'ce t A14m �7Y k e MARKET MARKET Overview This market section was developed as a result of multiple discussions with market participants, reviewing published reports as well as analyzing trends involving construction prices, sales, rent rates, and occupancies. The South Florida real estate market, consisting of the industrial, commercial and residential markets in Palm Beach County, Broward County and Miami-Dade County, has been quite volatile during the past decade. Nearly all sectors have been experiencing expansion and appreciation in recent years. However, year-over-year price gains experienced over the past few years have slowed as of late, generally speaking. Until recently, the Gross Domestic Product (GDP) for the United States had been on a slow year-over-year percentage increase for several years. Unemployment had been on a slow, steady decline in recent years and was reported to be hovering around 4.0% before recently jumping upward. Interest rates had been and continue to be at historic lows. Positive economic evidence led the Federal Reserve to increase the federal funds rate throughout 2018. However, midway through 2019, as a result of various trade wars and global political uncertainty, the Federal Reserve actually began to cut the rate. In early 2020, the Federal Reserve further cut the rate in response to mounting global economic uncertainty related to COVID-19. COVI D-19: The unfolding COVID-19 pandemic is currently impacting global real estate markets. Starting in March 2020, various local, state and federal authorities have ordered the closure of non- essential businesses, including most retail stores (but not grocery stores). Most office workers are asked or ordered to work from home. Some areas, including South Florida, have government imposed "stay-at-home" orders outside of fulfilling essential and critical tasks. As a result, most market participants report a pause on executing most new lease and sale transactions. Some market participants are expected a coming surge in retail defaults due to the closures. Most under construction development is still occurring, though developers are considering halting projects which have yet to commence. However, some businesses are greatly benefitting from the quick change of consumer habits. The market has seen a surge of new e-commerce activity, causing a need for new warehouse space in dense areas. Some businesses which provide select critical needs, services, and products have experienced increased demand. And, some market participants report the low interest rate environment is very desirable for getting new deals accomplished for less affected businesses. The fundamentals of the real estate markets were quite strong prior to the disruption from COVID-19 and the associated governmental imposed restrictions. Overall, whether the effects of this unfolding pandemic in the real estate markets is short term or long term remains to be fully understood at this point in time. We are likely to see every real estate sector affected, but not all similar fashion. Again, this is an unfolding event with imperfect data available at this time. This appraisal report captures the currently available data and the market's initial response to this situation. AUCAMP, DELLENBACKI 31 File 20-1819 MARKET Office Market Primary office markets in Palm Beach County (defined by a large concentration of office uses, tenancy, highest prices and highest rents) include Palm Beach Gardens, West Palm Beach, and Boca Raton. Also, numerous office buildings are located along arterial roads throughout the county and in small commerce parks. And, pockets of office buildings are clustered around higher-income communities, hospitals, transportation linkages, and smaller downtowns. The local office market had been generally improving, prior to the pandemic. The following chart shows office sales in South Florida. The price per square foot shows year-over-year increases, though the sales volume for 2016 was the highest in recent years. The months to sale is similar to the marketing time and has been around 10 months for several years. Prices for similar property in the subject's local market are generally below median price levels for South Florida. SOUTH FLORIDA OFFICE PROPERTY SALES Source:Compiled from Costar 2009 184 $363,715,997 $161 9.7 2010 206 $1,055,176,345 $153 -5% 10.7 2011 307 $1,608,394,252 $120 -22% 12.5 2012 412 $1,214,482,440 $122 2% 14.0 2013 441 $1,901,391,681 $140 15% 15.8 2014 478 $3,223,739,127 $155 11% 14.9 2015 546 $3,434,270,474 $179 15% 13.6 2016 482 $4,030,394,791 $188 5% 12.6 2017 455 $2,906,548,650 $190 1% 10.4 2018 487 $2,900,385,269 $208 9% 10.4 2019 420 $2,374,687,175 $211 1% 9.9 According to CoStar, the Palm Beach County office market contains 57,100,000 SF. • The average asking office rent in the county is currently $35.21/SF gross. This rent rate has increased by 3.8% from the 41h quarter of 2019 to the 41h quarter of 2020. The annual rental rate growth was exceeding 5.0% in recent years, but the growth rate has been reducing in recent years. • The vacancy rate in the county increased from 9.4% to 11.0% from the 41h quarter of 2019 to the 41h quarter of 2020. The vacancy rate had been steadily decreasing in recent years. The subject is located within the Boynton/Lantana submarket. • The asking rent in the submarket is currently $31.36/SF gross, which is less than the county. Asking rental rates within the subject's submarket have increased by about 4.9% over the past year. • The vacancy rate in this submarket increased from 7.7% to 10.1% over the past year, after several years of decreases. AUCAMP, DELLENBACKI 32 File 20-1819 MARKET A search in CoStar indicates the subject neighborhood (as defined earlier) contains about 140,000 SF of office space. The average asking rent is about $27.03/SF gross, which is less than the submarket. The vacancy rate is about 12%, which is underperforming the submarket. About 50,000 SF in new significant deliveries are anticipated. The subject is located among a secondary office concentration. Tenants in the subject area involve local operations. Most users occupy suites between 1,000 and 5,000 SF. Rents for similar property are generally $20.00 to $25.00/SF gross. Vacancy rates for similar properties to the subject generally range from 0% to 5%. Overall rates for similar property are generally 6.00% to 7.50%. The most recent PwC (Korpacz) Real Estate Investor Survey (3,d quarter 2020) indicates the average overall capitalization rate for South Florida office investment sales is 6.91%. These rates are for institutional grade properties. Rates for non-institutional grade properties are typically higher. Office users tend to require parking at least 4.0/1,000 SF and medical users tend to require 5.0/1,000 SF. Medical office users tend to cluster around hospitals, but other medical office buildings have locations which meet business needs. Multiple-tenant office building construction in South Florida is overall very limited based on feasibility issues. Multiple-tenant office buildings are proposed only for select South Florida locations. Some medical office buildings continue to be constructed as this subset of the office market is expected to outperform the office market overall in upcoming years. Also, some owner user office buildings continue to be constructed in the market based on business needs, rather than financial feasibility. Market participants interviews provided the following additional information: • Market interest for office properties is mixed during this pandemic, as the market reacts and adjusts to new normals involving working from home and social distancing in the workplace. • Due to the pandemic, properties in suburban locations are projected to outperform urban locations, at least in the short term. This is based on more resistance among employees to return to urban, dense locations, and less resistance among employees to return to more suburban, less intensive locations. • Expanding on the previous bullet, direct exterior access to office suites is considered slightly more desirable than interior hallway access to suites under current market conditions. • Due to the pandemic, some buyers are more hesitant and cautious, and expect deep price discounts, while some sellers are indicating this is only temporary, especially if rent collections have remained strong. • While rent growth has outpaced inflation in recent years, new construction has only been feasible only in select areas in South Florida, even before the pandemic. Most proposed multiple-tenant office building construction has been postponed under current market conditions related to the pandemic. AUCAMP, DELLENBACKI 33 File 20-1819 MARKET • Employment expansion and new household formation have been demand drivers for offices properties in the South Florida market. In-migration to South Florida continues to occur at a rapid clip (especially during the pandemic) as northern residents flee dense urban living for a more suburban and warmer climates. However, working from home does not necessarily lend itself to new office demand in the local market. • Select office properties in select higher household income submarkets in South Florida have been performing quite well recently, as companies that require office space and office visits flee high-tax northern states and relocate to South Florida. • Overall, the general consensus among market participants is that demand for office space is expected to decrease slightly in the near term as an increased number of employees work from home. The long term effects have yet to fully understood. AUCAMP, DELLENBACKI 34 File 20-1819 MARKET Retail Market The traditional retail landscape in the United States continues to be disrupted by the proliferation of e-commence. Notably, "brick-and-mortar" big-box retailers and clothing boutiques have been most adversely affected. Market participants have indicated the Southeast region of the United States has fared better than other areas of the country. However, some retail centers continue to be developed throughout South Florida, in part based on continued in-migration and a roster of"e-commerce resistant' tenants. The retail subset that will likely outperform the retail market at large is the "experiential retail" whereby consumers are going to a location for the experience or service itself, rather than simply picking up products. This includes restaurants and service-oriented retailers. However, the current pandemic has reversed this trend, at least in the short term. The South Florida retail market has experienced significant fluctuations over the past 10 years. The following chart shows retail sales in South Florida. Sales volume for 2014 was the highest in recent years. In recent years, the price per square foot has been generally increasing. The months to sale is similar to the marketing time and has been around 10 months for several years. Prices for similar property in the subject's local market are generally below median price levels for South Florida. SOUTH FLORIDA RETAIL SALES Source:Compiled from Costar OOM 2009 335 $595,689,494 $197 10.0 2010 342 $620,181,892 $195 -1% 9.6 2011 438 $732,701,749 $201 3% 12.4 2012 619 $1,182,395,175 $182 -9% 13.0 2013 704 $1,308,541,638 $196 8% 13.2 2014 803 $2,845,554,352 $216 10% 12.4 2015 845 $2,568,446,433 $241 12% 12.5 2016 765 $2,232,750,761 $266 10% 11.3 2017 655 $1,502,279,672 $255 -4% 8.8 2018 727 $1,711,136,543 $256 0% 11.3 2019 705 $1,757,218,747 $271 6% 10.1 According to CoStar, the Palm Beach County retail market contains 79,400,000 SF. • The average asking retail rent in the county is currently $28.74/SF NNN. This rent rate has increased by 4.2% from the 41h quarter of 2019 to the 41h quarter of 2020. The annual rental rate growth was exceeding 5.0% in recent years, but the growth rate has been reducing in recent years. • The vacancy rate in the county increased from 4.1% to 5.0% from the 41h quarter of 2019 to the 41h quarter of 2020. This vacancy rate had been generally decreasing in recent years, but has recently started to increase. AUCAMP, DELLENBACKI 35 File 20-1819 MARKET The subject is located within the Boynton/Lantana submarket. • The asking rent in the submarket is currently $28.08/SF NNN, which is less than the county. Asking rental rates within the subject's submarket have increased by about 4.4% over the past year. • The vacancy rate in this submarket increased from 3.6% to 4.6% over the past year, after several years of decreases. A search in CoStar indicates the subject neighborhood (as defined earlier) contains about 250,000 SF of retail space. The average asking rent is about $27.51/SF NNN, which is slightly less than the submarket. The vacancy rate is about 2.6%, which is outperforming the submarket. No new deliveries are anticipated. The subject is located along a secondary retail corridor. Tenants in the subject area involve mostly local operations. Most users occupy bays between 1,000 and 10,000 SF. Rents for similar property are generally $20.00 to $30.00/SF gross. Vacancy rates for similar properties to the subject generally range from 0% to 10%. Overall rates for similar property are generally 6.00% to 7.50%. The most recent PwC (Korpacz) Real Estate Investor Survey (3rd quarter of 2020) indicates sales of net leased buildings nationally have overall capitalization rates between 4.00% and 8.00% and average 6.22%. This average rate remained unchanged from last quarter, decreased 28 basis points from one year ago, and decreased 61 basis points over the past 5 years. Restaurant prices have a wide range of prices per square foot in the South Florida market. Prices are based on location and tenancy characteristics, as well as condition and quality of the properties. On a square foot basis, prices for restaurant properties are generally higher than general retail property prices. The restaurant subset of the retail market has experienced significant fluctuation in recent years. The Restaurant Performance Index (RPI) is a tool used to measure the performance and outlook of restaurants by the National Restaurant Association on a national basis. An index above 100 indicates a period of expansion and an index below 100 indicates a period of contraction. Over the past 10 years, the index has ranged from 96 to 104. As of August 2020 (most recent report available), the index stood at 97.6, which was up 0.5% percent from July's 97.1. Market participants interviews provided the following additional information: • Market interest remains relatively good for select retail properties, especially for retail properties with tenants considered "essential" by government authorities during the course of this ongoing pandemic. However, some buyers are more hesitant and cautious, and expect deep price discounts, especially for retail properties with tenants deemed "non- essential." • Many retailers are re-thinking the retail footprint needs as COVID-19 increased e- commerce activity and slowed retail foot traffic. However, local small retail strips primarily serving the needs of the local residents are outperforming larger, enclosed destination shopping centers during this pandemic. • Multiple national retailers have recently filed for bankruptcy in the past several months, especially in the big box space and luxury space. However, many local-owned and operated stores received federal government assistance to stay open and pay employees. AUCAMP, DELLENBACKI 36 File 20-1819 MARKET Residential Market Data collected by Reinhold P. Wolff Economic Research, Inc. (Reinhold Wolff) show an increasing trend in the number of housing starts in South Florida in recent years. The housing starts in 2019 are substantially less than the starts from the peak of the previous development cycle. SOUTH FLORIDA BUILDING PERMITS Source:Reinhold P.Wolff Economic Research Palm Beach County Multiple-Family 4,578 4,653 3,911 905 592 165 258 692 2,314 2,554 3,213 1,984 3,557 1,959 1,991 2,341 Single-Family 10,128 9,535 4,426 2,033 1,202 1,102 1,248 1,810 2,181 2,756 4,049 33,737 3,780 2,792 2,969 3,062 Total 14,706 14,188 8,337 2,938 1,794 1,267 1,506 2,502 4,495 5,310 7,262 5,721 7,337 4,751 4,960 5,403 Broward County Multiple-Family 4,359 2,919 3,567 2,141 1,242 637 228 1,016 1,828 2,835 1,828 2,119 2,585 2,862 2,610 3,394 Single-Family 43,742 3,451 3,119 1,777 1,104 604 981 1,399 1,064 1,333 1,714 1,687 1,946 1,658 1,613 1,771 Total 9,101 6,370 6,686 3,918 2,346 1,241 1,209 2,415 2,892 4,168 3,542 3,806 4,531 4,520 4,223 5,165 Miami-Dade County Multiple-Family 11,940 15,684 10,180 4,240 2,865 585 1,367 1,684 3,160 8,087 11,361 13,649 10,777 7,460 7,843 9,633 Single-Family 9,043 11,528 6,356 3,691 1,161 565 930 973 1,904 2,092 2,482 2,772 2,955 2,271 2,422 2,435 Total 20,983 27,212 16,536 7,931 4,026 1,150 2,297 2,657 5,064 10,179 13,843 16,421 13,732 9,731 10,265 12,068 South Florida Multiple-Family 20,877 23,256 17,658 7,286 4,699 1,387 1,853 3,392 7,302 13,476 16,402 17,752 16,919 12,281 12,444 15,368 Single-Family 23,913 24,514 13,901 7,501 3,467 2,271 3,159 4,182 5,149 6,181 8,245 8,196 8,681 6,721 7,004 7,268 Total 44,790 47,770 31,559 14,787 8,166 3,658 5,012 7,574 12,451 19,657 24,647 25,948 25,600 19,002 19,448 22,636 The most recent South Florida New Condo Project Rankings chart from CraneSpotters.com indicates that about 50,000 units in over 450 projects have been announced, proposed, under construction, or completed during this current expansion cycle (starting 2011) in the South Florida market. Roughly 75% of these projects have been in Miami-Dade County. Roughly 20% have been in Broward County. Roughly 10% have been in Palm Beach County. Over 50% of these units are in the pre-development stages or construction stages, while about 50% have been either delivered or are currently under construction. During recent years, the residential condominium market for relatively larger projects located within urban core areas (namely Miami) has exhibited signs of market correction; this is evident in several condominium projects being cancelled or developers converting projects to a "for rent" product. Notably, the condominium market for relatively smaller condominium projects in boutique markets or underserved markets is not exhibiting these signs and some smaller condominium projects continue to be financially feasible. In terms of home prices, data provided by the Case-Shiller Home Price Index for South Florida shows home prices have been increasing in recent years. Overall prices in South Florida are roughly 85% above the low point in 2011. The latest report available indicates about a 3.8% increase year-over-year in the index for South Florida. AUCAMP, DELLENBACKI 37 File 20-1819 MARKET Rental Apartment Market To quantify recent trends within the local apartment market, we utilized CoStar Comps to research sales of properties located within Broward County and Palm Beach; the results of this search are shown in the following chart. This chart groups sales by year and displays the number of transactions (#), sales volume, mean and median price levels, as well as median DOM. BROWARD COUNTY AND PALM BEACH COUNTY MULTIFAMILY SALES Source:Compiled from Costar Realty 2006 200 $1,104,228,600 $117,471 - $126,900 - 90 31 2007 98 $587,466,096 $111,010 -6% $85,714 -32% 181 24 2008 99 $359,483,553 $68,512 -38% $81,000 -5% 133 31 2009 165 $314,281,770 $32,284 -53% $35,416 -56% 156 47 2010 127 $685,963,449 $105,908 228% $45,000 27% 102 66 2011 156 $732,716,244 $104,376 -1% $54,688 22% 143 71 2012 229 $1,092,615,334 $91,755 -12% $68,182 25% 92 78 2013 218 $923,433,612 $98,409 7% $66,667 -2% 112 124 2014 271 $1,351,468,289 $112,767 15% $82,337 24% 130 140 2015 321 $2,334,836,193 $146,297 30% $90,488 10% 132 158 2016 309 $2,670,162,009 $126,304 -14% $100,000 11% 134 160 2017 345 $2,286,526,485 $192,244 52% $100,000 0% 120 118 2018 507 $3,360,199,791 $173,523 -10% $111,000 11% 126 131 2019 516 $3,419,848,308 $182,689 5% $126,266 14% 119 141 Listings 168 $314,528,760 $202,772 - $163,025 - 104 167 DOM=days-on-market and DOM#=number of DOM sales. During recent years, the sales volume has increased, and mean and median prices are showing increases. Recently, median Days-on-Market (DOM) have been less than five months. The most recent PwC Real Estate Investor Survey was recently published in Q2 2020;this report includes findings for investment grade properties within the Southeast Region Apartment Market which are summarized in the following bullets: • Overall Cap Rate range: 4.00% to 6.50% with an average of 5.03%. • Marketing Periods: One to eight months with an average of about four months. • Year 1 Market Rent Change: Estimate of YOY increases of 0.00% to 4.00% with an average of 1.45%. AUCAMP, DELLENBACKI 38 File 20-1819 MARKET The following chart provides rental rate as well as vacancy information within Palm Beach County as well as the Boynton Beach (subject's submarket) submarket as reported by the Q2 2020 Reinhold Wolff survey. The data indicate the vacancy rate within the subject's submarket is lower and the rental rates are also lower in comparison with the county as a whole; this report is summarized in the following chart: RENTAL APARTMENT MARKET Source:Reinhold Wolff Research(Q2 2020) Boynton Beach 3.0% 1 820 $1,556 $1.90 2 1,133 $1,744 $1.54 3 1,362 $2,188 $1.61 Palm Beach County 3.4% Efficiency 588 $1,684 $2.86 1 817 $1,678 $2.05 2 1,138 $1,899 $1.67 3 1,405 $2,308 $1.64 `Monthly rental rates. New local projects have the following rents: • 500 Ocean: This newer 341-unit project at 500 Ocean Ave, Boynton Beach, has rents ranging between $1.60 and $1.77/SF, and an average asking rent of$1,680, or $1.67/SF per month. • One Boynton: This newer 494-unit project at 1351 S Federal Hwy, Boynton Beach, has rents ranging between $1.32 and $1.92/SF, and an average asking rent of$1,976, or $1.53/SF per month. • RiverWalk: This proposed 328-unit project at 1620 S Federal Hwy, Boynton Beach along the waterfront has proforma rents ranging between $2.47 to $3.15/SF, and an average rent of$2,592, or $2.66/SF per month. AUCAMP, DELLENBACKI 39 File 20-1819 MARKET The three adjacent parcels with their different uses are considered as one economic asset herein. This is due to the close proximity of the three parcels, a historical review of sales in similar areas, consideration of the buyer pool, and discussion with market participants. Therefore, no deductions are necessary for a single purchaser, as the most probable purchaser would purchase and retain the entire asset Strengths, Weaknesses, Opportunities, and Threats (SWOT) Strengths for the subject include aspects of its location, its building features, and its tenancy. ■ Location: The subject is located among a developing urban area experiencing revitalization and increases in resident population, which bodes well for property values as well as market interest in retail and residential apartment rental units. The subject site involves close proximity to the ocean and public beaches. • Improvements: The subject has been renovated in recent years, including new roofs for two of the buildings. • Tenancy: The subject has a good rent collection among its tenant base, which decreases its risk of income stream disruption. Weaknesses for the subject include aspects of its location, its building features, and its tenancy. ■ Location: The subject's surrounding area has lower than typical median household incomes and median homes values. Over recent years, the subject's local area has experienced less redevelopment than its other adjacent communities. • Improvements: The subject has relatively limited on-site parking, though city parking is available nearby for most users. • Tenancy: The subject tenants have a relatively short weighted average remaining lease term. Select subject tenants are deemed to be "non-essential" by government authorities. Opportunities for the subject include external factors such as market forces and future repositioning opportunities. • Market Forces: Until recently, favorable market forces were apparent in the local office market and were outpacing inflation. This bodes well for property prices and-or rents to outpace inflation in the longer term. • Future Repositioning: Finally, based on market trends, the subject could unlock additional value via a capital improvement program and-or securing desirable longer- term tenants. Finally, threats for the subject include external factors such as market forces and new product deliveries. • Market forces: Market forces include increasing vacancy rates and a settling of the growth of office rents. And, the real estate markets have not yet had time to fully react to the economic uncertainty related to the unfolding global coronavirus pandemic. • New deliveries: New product is proposed for development in the nearby area which could place downward pressure on rent growth in upcoming years. Conclusion Overall, the subject has average to good desirability in the South Florida market. AUCAMP, DELLENBACKI 40 File 20-1819 SUBJECT PROPERTY SUBJECT PROPERTY This section addresses physical characteristics of the site and improvements plus other factors, such as zoning and taxes. Analysis and conclusions for these features are included at the end of this section. Site Features Adjacent Uses: North: Religious facility, across a public alley East: Low-rise retail store West: City park South: Multifamily complex, across E Ocean Ave Size: Three adjacent sites totaling 17,903 SF or 0.41 acres (source: Palm Beach County Property Appraiser) Shape: Rectangular Frontage: Along the north side of E Ocean Ave, a two-lane, undivided, public road (AADT: 3,300), as well as along the south side of a one-lane public alley Corner: No Topography: Generally flat and slightly above street grade Soils: Generally sandy, typical of the area. We assume the site has no adverse conditions. Hazards: An environmental site assessment report was not provided. We are not aware of any environmental hazards affecting the subject; we assume the site has no adverse environmental conditions. Utilities: Public water and sewer service as well as electricity and communication services Easements: No survey was available to us. We are not aware of any easements that present unusual or adverse development conditions for the subject. Encroachments: No survey was available to us. We are not aware of any encroachments that involve the subject. Census: 0062.01 (source: United States Census Bureau) Flood Zone: X, Community-Panel: 12099C0793F, dated October 5, 2017; flood insurance is typically not required in this zone (source: FEMA) AUCAMP, DELLENBACKI 41 File 20-1819 SUBJECT PROPERTY Zoning: Central Business District (CBD) by the City of Boynton Beach; this district permits retail, multifamily, office, hotel, and civic uses. The subject's retail, office, and residential uses are permitted. ■ Minimum site size: 15,000 SF ■ Minimum lot frontage: 75' ■ Minimum front setback: 0' ■ Maximum height: 45' ■ Parking: 1 space per 200 to 300 SF for shopping center and professional office uses and 1 to 2 spaces per each bedroom/unit for one-bedroom residential uses While a detailed examination of the zoning code was not performed, the subject use, site, and improvements do not appear to meet the current code requirements in terms of parking. This lack of conformity to the current code is likely due to the subject improvements pre-dating the current code. Therefore, per the code, the subject appears to be a legal, non-conforming property, grandfathered-in and permitted to continue. This could not be confirmed with the City on an individual basis without a lengthy process, which is outside the scope of this assignment. However, this type of non-conformity to the current code is typical in the immediate area. A provision exists for the property owner to easily secure a zoning change to Mixed Use Core (MU-C) which permits multifamily uses consistent with its above underlying land use (80 units per acre, and up to 100 units per acre). The maximum FAR is 4.0. Future Land Use: Mixed-Use High (MXH) by the City of Boynton Beach, which permits 150' height and 80 residential units per acre with 25% bonus for workforce housing. Taxes: The County's Property Appraiser establishes assessments annually. The millage rate is the amount paid to each taxing body for every $1,000 of assessed value. Millage rates applied to properties in this neighborhood are for the state, county, city, and special districts. In addition, property owners are obligated to pay non-ad valorem taxes. Based on a Florida State Statute, the increase in assessments for non- homesteaded property (such as commercial property) cannot exceed 10% per year. As a result, the current market values (per the County's Property Appraiser) for some properties exceed current assessments. Taxes are based on assessments and are not subject to a 10% annual cap. However, after a sale transaction, assessments are reset to the County's market value. A further discussion of taxes is located in the income capitalization approach. The subject is registered as retail/office/residential uses by the County. The millage rate during 2019 was 21.3977. The subject's 2019 assessed value is less than the market value conclusion in this report. 2020 taxes are now due. AUCAMP, DELLENBACKI 42 File 20-1819 SUBJECT PROPERTY SUBJECT TAXES 08-43-45-28-03-006-0100 Land $143,260 $139,088 (Western Parcel) Improvements $312,230 $327,140 Market Value $455,490 $466,228 Assessment $455,416 $12,859 $404,924 $12,049 08-43-45-28-03-006-0111 Land $105,173 $102,110 (Middle Parcel) Improvements $266,860 $266,950 Market Value $372,033 $369,060 Assessment $372,033 $9,956 $369,060 $9,690 08-43-45-28-03-006-0120 Land $132,701 $128,836 (Eastern Parcel) Improvements $241,619 $245,243 Market Value $374,320 $374,079 Assessment $374,320 $12,791 $374,079 $12,583 Total Market Value $1,201,843 $1,209,367 Assessment $1,201,769 $35,606 $1,148,063 $34,322 AUCAMP, DELLENBACKI 43 File 20-1819 SUBJECT PROPERTY Site Improvements Vehicular Access: Paved vehicular access along eastbound and westbound E Ocean Ave as well as a rear public alley. Paving: Asphalt drive and parking areas Parking: A few on-site parking spaces and street parking is available nearby. Curbing: Concrete curbs along the walkway perimeter Walkways: Concrete and brick pavers Drainage: None Landscaping: Minimal Irrigation: Underground system Lighting: Building- and pole-mounted Other: Outdoor patio area consisting for Hurricane Alley restaurant bay Street Right-of-Way: Asphalt paving, concrete sidewalks, concrete curbing, storm water catchment basins, overhead lighting. AUCAMP, DELLENBACKI 44 File 20-1819 SUBJECT PROPERTY Building Improvements Between 1922 and 1958, the subject was improved with three buildings; one, 2-story building with 1St floor retail/office bays and upper floor residential units, a single-story retail building, and another two-story building with a 1St floor restaurant and upper floor offices. These buildings have a total size of 17,201 SF rentable. 511 E Ocean is a two-story building containing 7,453 SF rentable; the 1St floor contains 4,654 SF and includes 939 SF of no air-conditioned storage space. 515 E Ocean is a one-story retail/office building containing 4,104 SF rentable. 529 E Ocean is a two-story building containing 5,644 SF rentable, which includes 2,794 SF of 1 st floor restaurant space and 2,850 SF of 2nd floor office space. The source for the building's size is Property Appraiser records, verified for reasonableness with appraiser's measurements. Building Shell and Exterior Features: Structure: Concrete masonry unit walls and wood trusses Foundation: Monolithic slab or spread footings (assumed) Walls: Painted stucco Story Height: 1St floor has an average story height of 14'; 2nd floor has an average story height of about 12' Roof: Built-up composition over lightweight concrete and metal deck (assumed) Doors: Fixed glass in aluminum frames as well as fiberglass/metal doors Windows: Fixed glass in aluminum frames Access: Primary entry along south elevations Vertical Transport: Two sets of enclosed interior staircases and two sets of exterior staircases Other: Covered entries Other: Metal-supported vinyl awnings along south elevations Interior Features (Retail/Office area): Flooring: Wood, tile, and polished concrete Walls: Painted drywall and glass partitions Trim/Baseboards: Wood and tile Doors: Hollow core and solid core wood AUCAMP, DELLENBACKI 45 File 20-1819 SUBJECT PROPERTY Ceilings: Painted drywall and suspended acoustical tiles Clear height: Ceiling height ranges between 10' and 12' Lighting: Incandescent and fluorescent Restrooms: Each bay/suite has at least a two-fixture restroom Fire Protection: Smoke alarms in select bays/suites Plumbing: Built-in cabinetry, countertops, and a sink fixture within select suites HVAC: Rooftop package units with individual controls for each bay/suite Electrical: Assumed adequate; each bay is separately metered Analysis and Conclusions: The site plan consists of a three-building strip center with limited on-site parking and public parking available nearby. Most other nearby uses have on-site parking. The property's floor- area-to-site-area ratio (FAR) is 0.96, which is a typical ratio for similar properties in the area. Overall, the site improvements have good utility and do not display any significant functional obsolescence, except for the lack of on-site parking. The building improvements have a relatively simple architectural design and have average to good appeal in the local market. The project is most similar to a Class C asset in the local market. The improvements are configured for multiple occupants. The building layout consists of direct exterior access to each tenant bay on the 1St floor. 1St floor bays are currently improved with office, retail, and restaurant space. The buildings are described into further detail below: • 511 E Ocean Ave: This building has a rather intensive build-out with a large 1St floor office suite with rear storage space and five 2nd floor residential units. Four of these units are 1/1 apartment units and one unit is a 2/2. • 515 E Ocean: This building has minimal build-out and is currently vacant. The property was previously occupied by a local retailer who occupied the space for about three decades. The owner plans to gut renovate the interior at a reported cost of$290,000, which will involve updating the electric, removing some interior walls, and providing a "white box" subdivided into 5 or 6 bays. These bays will be attractive to office or retail tenants. • 529 E Ocean: This building has an intensive build-out which includes a 2,794 SF restaurant and 2,850 SF of 2nd floor offices. The 2nd floor is subdivided into four offices and a small common area breakroom. The interior build-out consists of generally average to good quality materials. We were provided with access to all of the bays. AUCAMP, DELLENBACKI 46 File 20-1819 SUBJECT PROPERTY The property has been renovated in recent years. Most of the residential units have been renovated with new kitchens and-or bathrooms and the roofs for two buildings were recently replaced. We interviewed representatives of the property owner regarding recent and-or planned repairs and-or capital improvements: • Roof: Two roofs were recently replaced and the third building was recently repaired. The cost for these improvements is reported to be $218,225, per the owner • HVAC: Replaced as needed • Vacant Bay: The owner intends to gut renovate the vacant bay, update the electric and plumbing, and subdivide the space into 5 or 6 bays, at a reported cost of$290,000. Upon completion, the space will be considered a "white box." At inspection, some coverings and surfaces appeared slightly worn, typical of similar properties. However, we did not observe any significant deferred maintenance. Repairs and maintenance appear to be performed and contracted as appropriate, and capital improvements appear to be performed on a regular, scheduled basis. Overall, the subject's quality of materials is rated as average to good and the improvements have been maintained in average to good condition. The subject does not suffer from a prominent type of functional obsolescence. The property does not suffer from any unusual form of external obsolescence, though escalating land prices place downward pressure on the value of the building improvements. The following chart shows our life expectancy estimations for the subject property. The total useful life estimation is based on the guidelines provided via Marshall Valuation Service (MVS). The subject corresponds with Good Type in MVS. SUBJECT LIFE EXPECTANCY Name 515 &529 E Ocean MVS Building Category Retail/Cntr with Office Units MVS Building Class C MVS Building Type Good Year Built 1922 - 1958 Actual Age 62 - 98 Effective Age 25 Total Useful Life 50 Remaining Useful Life 25 AUCAMP, DELLENBACKI 47 File 20-1819 SUBJECT PROPERTY SUBJECT LIFE EXPECTANCY Name 511 E Ocean MVS Building Category Office Cntr with Residential Units MVS Building Class C MVS Building Type Good Year Built 1948 Actual Age 72 Effective Age 25 Total Useful Life 50 Remaining Useful Life 25 AUCAMP, DELLENBACKI 48 File 20-1819 -o- • � - k _ e P u ,LAVE f sm f . F 1 '• �� - i r - UCH r_ M II III' SUBJECT PROPERTY AERIAL PARCEL MAP Subject is outlined in red g '1 ` I'?,� 1 t - t�� i£} is s r£ � t t � ,•• � p s {l } a ss r \J {'', `£� �� l v—�-•N z 1 } is d >L ��, 14 1 �` •$} s i s�� s i� P (£tS £� ��}t 5. �,� � £ )f s Y;' �` � &• � ., £�{ �� 1}}� 11111 ,1' �}}},,,( ti� �•� i 1rt� Int �$� a,s'rUr stl, �£,i i i ��', {uu =� �{{�,;si 11t, a{fb'a�a`��' AUCAMP, DELLENBACK&WHITNEY 50 File 20-1819 HIGHEST AND BEST USE HIGHEST AND BEST USE The concept of highest and best use has the following definition. The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible, and that results in the highest value. Appraisal Institute, The Dictionary of Real Estate Appraisal, Fifth Edition (2010), p. 93. The highest and best use concept takes into account contribution of a specific use to the community and community development goals as well as benefits of that use to individual property owners. An additional aspect is the use determined from this analysis represents an opinion, not a fact to be found. The concept of highest and best use represents the premise upon which value is based. The highest and best use must meet four tests or criteria. Legally permissible: What uses are permitted or have reasonable probability of being permitted by zoning and deed restrictions on the site in question? Physically possible: What uses are possible based upon the site's physical constraints such as size, shape, area, terrain, soil conditions, topography, and access to utilities? Financially feasible: Which possible and permissible uses will produce a net return to the owner of the site? Maximally productive: Among the feasible uses, which one is most probable and will produce the highest net return and highest present worth? Analysis of highest and best use for a property typically involves analyzing the site as though it were vacant and available for development, as well as analyzing the site as improved and proposed to be improved. In the subject's case, this analysis focuses on highest and best use as vacant and as improved. Concerning legally permissible uses, the subject site is zoned for a wide variety of intensive improvements, including residential, office, and retail uses, as well as a mix of these uses. Based on its physical attributes, the subject site is well suited for a variety of uses. Surrounding sites to the subject involve a wide mix of uses. Trends in the area involve assemblage of smaller parcels into larger sites in order to maximize the development potential available in the zoning code. Few new office-focused or hotel-focused mixed-use towers are being developed on similar sites due to feasible concerns, especially during the ongoing pandemic. However, in- migration to South Florida continues to occur at a rapid clip, even during the ongoing pandemic. And, several new residential-focused mixed-use projects are being constructed on assembled sites in the area and appear financially feasible and maximally productive, based on a review of construction costs, rents and prices. The highest and best use as vacant is for immediate development of an intense, urban residential-focused mixed-use project, likely involving adjacent uses. AUCAMP, DELLENBACKI 51 File 20-1819 HIGHEST AND BEST USE The subject site has been improved with three buildings containing multiple-tenant retail/office/residential uses. The three adjacent parcels are considered as one economic asset herein. This is due to the proximity of the three parcels and consideration of the buyer pool. Land prices are generally between $50 and $70/SF. The estimate of market value in this report of the improved property represents over $200/SF land, which is much higher than land prices in the area. Therefore, the existing improvements significantly contribute to overall property value. Furthermore, the improvements generally make good use of the site. And, these improvements could not be built as they exist today based on the requirement for on-site parking. The highest and best use as improved is for continued retail/office use of the existing improvements for multiple occupants. The most probable purchaser of the subject is an investor, based on sales of similar property. AUCAMP, DELLENBACKI 52 File 20-1819 VALUATION PROCESS VALUATION PROCESS The previous sections contain identification and analysis of the area including the neighborhood and local market as well as data and analysis of the subject site as a basis for determining the highest and best use of the property. Estimating market value for property under its highest and best use typically involves analysis of three separate approaches: cost approach, sales comparison approach, and income capitalization approach. The cost approach is based on the principle of substitution that states an informed purchaser will not pay more for a property than the cost of reproducing a property with identical improvements having the same utility. This approach consists of estimating value for the site as vacant, adding direct and indirect costs of construction, deducting an estimate of accrued depreciation, and adding an appropriate entrepreneurial profit. The cost approach is not relevant for estimating market value because numerous assumptions are necessary for estimating obsolescence, thereby reducing its credibility, and because a most probable purchaser would place no weight on valuation in the cost approach. The sales comparison approach is also based upon the principle of substitution whereby similar properties within competitive markets will realize similar prices. An informed purchaser would not pay more for the subject property than the cost to acquire another property with the same amenities and utility. Market data are available for estimating market value in this approach. The income capitalization approach is based on the principle of anticipation whereby an investor expects benefits to be derived in the future. In evaluating future benefits, an informed purchaser will analyze income as well as how change affects income-producing characteristics of the property. This approach consists of analyzing a property's income and deducting appropriate expenses as well as evaluating appropriate capitalization methods. Market data are available for estimating market value in this approach. The final step in the valuation process is reconciliation of the value indications into single final values by analyzing the appropriateness, accuracy and quantity of evidence in each approach. AUCAMP, DELLENBACKI 53 File 20-1819 SALES COMPARISON APPROACH SALES COMPARISON APPROACH The sales comparison approach is a method for estimating the subject's value by analyzing sales of similar properties. The underlying theory is that a prudent buyer would not buy one property at a price any higher than the cost to acquire a comparable, competitive property. This approach provides a reliable indication of market value when properties are bought and sold regularly. Our search criteria generally consisted of recent sales of eastern mixed-use improvements constructed prior to the year 1975. A search of the immediate area provided limited recent sale data. A search of the broader area for recent transactions of similar properties provided a sufficient number of useful sales, contracts, and listings (comparables). These comparables are summarized within the following chart, are displayed on a following map, and are described in the subsequent detailed descriptions. The comparables are analyzed on the basis of the most relevant unit of comparison which, in this case, is price per SF of building. The comparables have an unadjusted price range of$153 to $322/SF of building. AUCAMP, DELLENBACKI 54 File 20-1819 SALES COMPARISON APPROACH SUMMARY OF COM PARABLES Ocean Ave Retail/Office Center,511-529 E Ocean Ave,Boynton Beach,Florida(20-1819) ADW Property # 12041 12080 12081 11831 6163 7811 Property Name Ocean Ave Commercial 79th St Mixed- Clematis Green Turtle Commercial Retail/Office Blvd Use Bldg Centre Plaza Strip Center Center Retail/Office Cntr Address 511-529 E 2701-2715 E 645-649 NE 525 Clematis 239 2801-2809 E Ocean Ave Commercial 79th St Street Com mercial Com mercial Blvd Blvd Blvd City Boynton Beach Fort Miami West Palm Lauderdale by Fort Lauderdale Beach the Sea Lauderdale Sale: Sale Price N/A $2,100,000 $1,571,300 $4,000,000 $1,350,000 $2,250,000 Sale Status N/A Closed Closed Closed Closed Closed Marketing Period N/A 8 months 15 months 3 months N/A 6 months Date of Sale N/A Apr-20 Nov-19 Jul-19 Sep-18 Apr-18 Price/SF Bldg N/A $186 $283 $322 $225 $153 Site: Site Size Acres 0.41 0.38 0.19 0.35 0.09 0.25 Site Size SF 17,903 16,500 8,325 15,311 4,000 11,000 Floor Area Ratio 0.96 0.68 0.67 0.81 1.50 1.33 Zoning CBD CB T5-0 CWD-CD B-1 CB Prkg Ratio/1,000 SF Limited 1.77 1.44 1.13 0.67 0.68 Building: Property Type Shopping Shopping Office Retail Retail Shopping Center Center Center Building Size(SF) 17,201 11,284 5,560 12,431 6,000 14,678 Year Built 1922- 1958 1970 1936 1923 1969 1971 Condition Avg to Good Avg to Good Avg to Good Avg to Good Avg to Good Average Quality Avg to Good Avg to Good Avg to Good Avg to Good Average Average Stories TWO TWO TWO TWO TWO TWO Economics: Occupancy 94% 40% 72% 100% 83% 92% Single/Multiple Multiple Multiple Multiple Multiple Multiple Multiple NOI Per SF $14.26 N/A $19.87 N/A N/A $9.58 OAR 6.50% N/A 7.03% N/A N/A 6.25% (Conclusions) AUCAMP, DELLENBACKI 55 File 20-1819 SALES COMPARISON APPROACH MAP OF COMPARABLE PROPERTIES Port Mass a, ®o JW Corbelil Jupiter Canal Poi nt nL1- (rmi nI Iwt ] I .Nrr (� cfi PAok.ee Area Gardens EImproved Sale West rn Celle Glade Beach mt�r .� eac 1 Delray 13(-,acti Bota Radon I ate No. I ----------------- Ion: ____m______Ion: raved Sale No., 4 __..i fF7pano chi and Francis Fort rl ar La Ernproved aleNG. 5� Hollywood Fra Cis S. T,:,j. or Hialeah rldIi Moral 3' Ii' tf Alice T i, AUCAMP, DELLENBACKI 56 File 20-1819 SALES COMPARISON APPROACH COMPARABLE 1 � 777, f t � p General Data Property Name: Commercial Blvd Retail/Office Cntr Property Type: Shopping Center, Neighborhood Center Address: 2701-2715 E Commercial Blvd, Fort Lauderdale, Florida 33308 County: Broward Parcel ID: 49-42-13-07-0250 Legal Description: CORAL RIDGE COMMERCIAL BLVD ADD 43-13 B LOTS 8,9,10 LESS S 50 FOR ST BILK 2 Site Data Site Size: 0.38 acres or 16,500 SF Floor Area Ratio (FAR): 0.68 Zoning: CB Parking Ratio: 1.8 spaces per 1,000 SF Site Remarks: Unsignalized corner. Building Data Use/Finish: Retail/Office Size SF: 11,284 Year Built: 1970 Condition: Average Quality: Average Class: C Stories/Floors: Two Building Remarks: Two-story retail/office center. Property does not appear to have been renovated in recent years. AUCAMP, DELLENBACKI 57 File 20-1819 SALES COMPARISON APPROACH Financial Data Occupancy at Sale: 40% Single/Multiple Multiple Occupant(s): Tenants Sale Data Sale Status: Closed Price: $2,100,000 Price/SF of Building: $186.10 Sale Date: April 2020 O.R. Book-Page: 116524765 Grantor: Ocean Realty Associates LLC Grantee: Commerce One, LLC Property Rights: Leased fee Financing: N/A Marketing Period: 8 months Listing Price at Sale: $2,399,000 Prior Transactions: Has not sold in previous three years. Verification Source: CoStar and marketing materials, Andrew Sperling, October 2020 (20- 1819) Sale Remarks: Multiple-tenant retail center sold to an investor. Property was about 40% leased at the time of sale. Recent leases are similar to $20/SF modified gross. Attempts to verify this transaction were unsuccessful, though all appearances lead to an arm's length transaction. AUCAMP, DELLENBACKI 58 File 20-1819 SALES COMPARISON APPROACH COMPARABLE 2 t t - t {{ _ a , General Data Property Name: 79th St Mixed-Use Bldg Property Type: Office, Mixed Use Address: 645-649 NE 79th St, Miami, Florida 33138 County: Miami-Dade Parcel ID: 01-3207-017-0320 Legal Description: COMML SHORE CREST PB 17-16 LOTS 29 THRU 31 BILK B AND PROP INT IN &TO COMMON ELEMENTS NOT DEDICATED TO PUBLIC LOT SIZE 8325 SQ FT Site Data Site Size: 0.19 acres or 8,325 SF Floor Area Ratio (FAR): 0.67 Zoning: T5-0 Parking Ratio: 1.4 spaces per 1,000 SF AADT (Traffic Count): 33,250 Site Remarks: Parking appears somewhat crammed. Building Data Use/Finish: Retail/Office Size SF: 5,560 Year Built: 1936 Condition: Avg to Good Quality: Avg to Good Class: C Stories/Floors: Two Building Remarks: Two-story retail/office building. Property appears renovated in 2018. AUCAMP, DELLENBACKI 59 File 20-1819 SALES COMPARISON APPROACH Financial Data Occupancy at Sale: 72% Single/Multiple Multiple Occupant(s): Tenants Net Operating Income: $110,473 $19.87/SF Overall Capitalization Rate: 7.0% Financial Data Remarks: In-place, multiple tenants, 72% occupied by local tenants, some upside in rent Sale Data Sale Status: Closed Price: $1,571,300 Price/SF of Building: $282.61 Sale Date: November 2019 Grantor: Leiter Group At Biscayne Llc Grantee: Zig Investment Group LLC Property Rights: Leased fee Financing: 64% LTV Marketing Period: 15 months Listing Price at Sale: $1,700,000 Prior Transactions: Has not sold in previous three years. Verification Source: Apex Capital Realty OM, Andrew Sperling, October 2020 (20-1819) Sale Remarks: Buyer is a local investor and purchased the property as an investment. Seller wanted to divest this asset. Property was about 72%occupied by seven local occupants. Suite sizes are generally less than 1,000 SF. AUCAMP, DELLENBACKI 60 File 20-1819 SALES COMPARISON APPROACH COMPARABLE 3 Pq 88 s � ` .f z z { General Data Property Name: Clematis Centre Property Type: Retail, Mixed Use Address: 525 Clematis Street, West Palm Beach, Florida 33401 County: Palm Beach Parcel ID: 74-43-43-21-01-025-0072 Legal Description: WEST PALM BEACH TOWN OF E 1/2 OF LT 7 &W 1/2 OF LT 8 BLK 25 Site Data Site Size: 0.35 acres or 15,311 SF Floor Area Ratio (FAR): 0.81 Zoning: CWD-CD Parking Ratio: 1.1 spaces per 1,000 SF Site Remarks: Located along Clematis St. Rear parking is included. Building Data Use/Finish: Retail/Office Size SF: 12,431 Year Built: 1923 Condition: Avg to Good Quality: Avg to Good Stories/Floors: Two Building Remarks: Two-story retail/office bldg containing 9,911 SF. Ground floor retail, 2nd floor office space, and a 2,520 SF detached warehouse. AUCAMP, DELLENBACKI 61 File 20-1819 SALES COMPARISON APPROACH Financial Data Occupancy at Sale: 100% Single/Multiple Multiple Occupant(s): Buyer Sale Data Sale Status: Closed Price: $4,000,000 Price/SF of Building: $321.78 Sale Date: July 2019 O.R. Book-Page: 30735/1492 Grantor: Sunfest Of Palm Beach Co Grantee: 525 Clematis LP Property Rights: Fee simple Financing: 75% LTV by Flagler Bank Marketing Period: 3 months Listing Price at Sale: $3,950,000 Prior Transactions: Has not sold in previous three years. Verification Source: Paul H. Snitkin, listing broker, (561) 833-1661 X141, Andrew Sperling, September 2020 (20-1603) Sale Remarks: Two-story retail/office sold to an investor. Ground floor retail space was leased to mostly local restaurant users on a short-term basis. Seller (Sunfest of Palm Beach)occupied the upper floor office space and other areas for its headquarter location. Seller leased-back some of the space for a few months, though they have since vacated. Buyer planned to re- positioned the asset by renovating and releasing. Broker reported the property sold slightly above the asking price due to a reported back-up offer. Asking rents for 1st floor restaurant/retail space are currently $35/SF NNN, though no leases have been signed. AUCAMP, DELLENBACKI 62 File 20-1819 SALES COMPARISON APPROACH COMPARABLE 4 a s s General Data Property Name: Green Turtle Plaza Property Type: Retail, Mixed Use Address: 239 Commercial Blvd, Lauderdale by the Sea, Florida 33308 County: Broward Parcel ID: 4943-18-17-0450 Legal Description: SILVER SHORES SEC OF LAUDERDALE BY THE SEA UNIT B 31-3 B LOT 10 BILK K Site Data Site Size: 0.09 acres or 4,000 SF Floor Area Ratio (FAR): 1.50 Zoning: B-1 Parking Ratio: 0.7 spaces per 1,000 SF AADT (Traffic Count): 36,980 Site Remarks: 4 parking spaces located in the rear of the building. Shared parking in front. Building Data Use/Finish: Retail/Apartments Size SF: 6,000 Year Built: 1969 Condition: Avg to Good Quality: Average Class: C Stories/Floors: Two AUCAMP, DELLENBACKI 63 File 20-1819 SALES COMPARISON APPROACH Building Remarks: First floor retail with 3,000 SF and a 3/3 apartment on the second floor with 3,000 SF Financial Data Occupancy at Sale: 83% Single/Multiple Multiple Occupant(s): Tenants Sale Data Sale Status: Closed Price: $1,350,000 Price/SF of Building: $225.00 Sale Date: September 2018 O.R. Book-Page: 115331879 Grantee: Kosel LLC Property Rights: Leased fee Financing: N/A Prior Transactions: Has not sold in previous three years. Verification Source: Rep familiar with transaction, 954-296-1004, Andrew Sperling, October 2018 (17-0765) Sale Remarks: Property sold to an investor who intended to keep the tenants in-place and fill the one vacant bay. Property was occupied by two tenants and one vacancy at the time of sale. Residential units are located on the second floor. Retail tenants were paying a weighted average of $1,700/month gross. AUCAMP, DELLENBACKI 64 File 20-1819 SALES COMPARISON APPROACH COMPARABLE 5 ;r uor _ t�u, General Data Property Name: Commercial Strip Center Property Type: Shopping Center, Neighborhood Center Address: 2801-2809 E Commercial Blvd, Fort Lauderdale, Florida 33308 County: Broward Parcel ID: 49-42-13-07-0330 Legal Description: Lot 1, Block 3, Coral Ridge Commercial Boulevard Addition Site Data Site Size: 0.25 acres or 11,000 SF Floor Area Ratio (FAR): 1.33 Zoning: CB Parking Ratio: 0.7 spaces per 1,000 SF Site Remarks: Property has additional shared common parking in front of the center. Building Data Use/Finish: Retail/Office Size SF: 14,678 Year Built: 1971 Condition: Average Quality: Average Stories/Floors: Two AUCAMP, DELLENBACKI 65 File 20-1819 SALES COMPARISON APPROACH Financial Data Occupancy at Sale: 92% Single/Multiple Multiple Occupant(s): Tenants Net Operating Income: $140,625 $9.58/SF Overall Capitalization Rate: 6.3% Financial Data Remarks: In-place income, mostly local tenants Sale Data Sale Status: Closed Price: $2,250,000 Price/SF of Building: $153.29 Sale Date: April 2018 O.R. Book-Page: 114997429 Grantor: Gulf Breeze LLC Grantee: 2891 Commercial LLC Property Rights: Leased fee Financing: 50% LTV from Wells Fargo Bank Marketing Period: 6 months Prior Transactions: No sales in the prior three years Verification Source: Justin Greenbaum, listing broker, 954-465-7923, Jon Mullins, June 2018 (18-0692) Sale Remarks: Commercial strip center with retail units on the 1st floor and office units on the 2nd floor. Center contains multiple local tenants and a Remax office. Sale was part of a 1031 exchange; no impact on purchase price. AUCAMP, DELLENBACKI 66 File 20-1819 SALES COMPARISON APPROACH Adjustments are appropriate and necessary based on differences in elements of comparison. The following elements of comparison are characteristics of properties and sale transactions causing variations in prices. The first five elements of comparison are considered transactional adjustments; each of the transactional adjustments is made prior to making further adjustments. The remaining five elements of comparison are referred to as property adjustments and their total net adjustment is applied at the end. 1. Real property rights conveyed 2. Financing terms 3. Conditions of sale 4. Expenditures immediately after purchase 5. Market conditions 6. Location 7. Physical characteristics 8. Economic characteristics 9. Use 10. Non-realty components of sale The comparables are adjusted quantitatively. The percentage adjustment indicates the degree of the appropriate adjustment based on our knowledge of the local market, discussions with market participants and reviewing data. A chart on a following page shows comparison of the comparables with the subject, and contains adjustments as explained in the following items. 1. Real Property Rights Conveyed. The comparables include both leased fee and fee simple interests. No adjustments are applied. However, this feature will be considered in the economic adjustment. 2. Financing Terms. No differences are noted. 3. Conditions of Sale. No differences are noted. 4. Expenditures Immediately After Purchase. No differences are noted. 5. Market Conditions. Market prices and rental rates have been increasing during the past couple of years, as discussed in the Market section. The most dated comparable is adjusted upward by 5% to account for improving market conditions. No other upward adjustments are made as a result of uncertainty related to COVID-19. 6. Location. Consideration is given to the following factors: net operating incomes, rents, land prices, visibility, traffic counts, and neighborhood demographics, such as household income and home prices. The subject is located in downtown Boynton Beach and this area is undergoing some redevelopment, but does not yet contain a critical retail or residential mass. • Comparables 1 and 5 are located in areas with lower land prices and are adjusted upward by 5%. • Comparable 2 is located in a more desirable area in Miami along a road with higher traffic counts compared to the subject and is adjusted downward by 5%. • Comparable 3 is located along an established retail corridor in downtown West Palm Beach and is adjusted downward by 25%. AUCAMP, DELLENBACKI 67 File 20-1819 SALES COMPARISON APPROACH 7. Physical Characteristics. Differences in prices are evident for several considerations. Parking Ratio/ FAR: A direct relationship typically exists between the parking ratio and price per square foot. As the parking ratio increases, the price per square foot tends to increase. And, as the Floor Area Ratio (FAR) increases, the price per square foot tends to decrease. The subject has no on-site parking, but parking is available nearby and is considered limited. Most of the comparables have low on-site parking ratios, similar to the subject. • Comparables 1 —3 have superior parking and floor-to-area ratios and are adjusted downward by 5%. • Comparables 4 and 5 have similar parking ratios and inferior floor-to-area ratios and are adjusted upward by 5%. Building size: Typically, prices per square foot have an inverse relationship to building size. As building size increases, price per square foot generally decreases, based in part on economies of scale. • Two comparables are adjusted downward by 10% based on their smaller size compared to the subject. Year built/ condition: A direct relationship is typically attributed to price and year built/ condition. As the building ages or the condition declines, the price tends to decrease. Consideration is given to any recent renovations and-or capital expenditures. Most of the comparables have been renovated over the years. The subject has older buildings that have been renovated over the years, including a new roof on two of the buildings. The owner is expected to gut renovate the vacant bay and upon completion the space will be in good condition. We are adjusting the comparables to upon completion of the proposed improvements, and will make deductions herein. • Comparables 1 and 5 are newer buildings that sold in inferior condition compared to the subject. We considered an adjustment for age, though no these features appear to offset and no adjustment appears warranted. Class/ quality: A direct relationship is typically attributed between class /quality and price per square foot. As the quality increases, the price per square foot generally increases. • Three comparables are adjusted upward by 5% based on their inferior quality. 8. Economic Characteristics. Several differences have been addressed in the above adjustments, including location. Remaining differences in occupancy, NOI, lease structure, tenant strength and remaining lease term not captured in the above adjustments are reflected in this adjustment. The subject is currently 76% occupied by multiple tenants, including the owner's space. We are adjusting the comparables to upon stabilization. • Comparables 1, 3, and 4 required near-term releasing, and 5% to 10% upward adjustments are applied to these sales. • Comparable 2 had a higher NOI/SF but also some vacant space, and given the above adjustments, an appropriate downward adjustment is 5%. • Comparable 5 had a much lower NOI/SF and given the above adjustments, an appropriate upward adjustment is 20%. AUCAMP, DELLENBACKI 68 File 20-1819 SALES COMPARISON APPROACH 9. Utility. Some differences are noted for utility. Comparable 2 had an atypical build-out and most of the suites are less than 1,000 SF with little to no common areas. This sale is adjusted upward by 5%. 10. Non-realty Components of Sale. No differences are noted. The comparables have an adjusted price range of$214 to $241/SF with a mean of$227/SF of building. Excluding the highest and lowest sales (Comparables 1 and 3), the adjusted range is $217 to $236/SF and the mean is $227/SF. This range is narrower. The mean is the same for both ranges, and provides a good indication of value for the subject. Therefore, our analysis indicates a reasonable value range is $225 to $230/SF. The subject consists of 17,201 SF. The corresponding value range for the subject is $3,870,000 to $3,950,000, say $3,900,000, rounded. We conclude the value of the subject upon construction completion and stabilization, via the sales comparison approach, is expected to be $3,900,000. Deductions of$440,000 are necessary as explained in the income capitalization approach. We conclude the value of the subject in "as is" condition, via the sales comparison approach, is $3,460,000. AUCAMP, DELLENBACKI 69 File 20-1819 SALES COMPARISON APPROACH ADJUSTMENTS TO COMPARABLES Ocean Ave Retail/Office Center,511-529 E Ocean Ave,Boynton Beach, Rorida(20-1819) Sale Status N/A Closed Closed Closed Closed Closed Sale Date N/A Apr-20 Nov-1 9 Jul-19 Sep-18 Apr-18 Floor Area Ratio 0.96 0.68 0.67 0.81 1.50 1.33 Parking Ratio Limited 1.77 1.44 1.13 0.67 0.68 Building Size (SF) 17,201 11,284 5,560 12,431 6,000 14,678 Year Built 1922- 1958 1970 1936 1923 1969 1971 Condition A\,g to Good A\,erage A\tg to Good A\tg to Good A\tg to Good Average Quality A\,g to Good A\,erage A\tg to Good A\tg to Good Average Average Stories Two Two Two Two Two Two Occupancy 94% 40% 72% 100% 83% 92% NOI Per SF $14.26 N/A $19.87 N/A N/A $9.58 OAR 6.50% N/A 7.03% N/A N/A 6.25% (Conclusions) Unadjusted Price/SF Bldg N/A $186 $283 $322 $225 $153 Transactional Adjs: Market Conditions SIMILAR SIMILAR SIMILAR SIMILAR INFERIOR Adjustment 0% 0% 0% 0% 5% Adjusted Price/SF $186 $283 $322 $225 $161 Property Adjs: Location INFERIOR SUPERIOR SUPERIOR SIMILAR INFERIOR Adjustment 5% -5% -25% 0% 5% Parking Ratio/ FAR SUPERIOR SUPERIOR SUPERIOR INFERIOR INFERIOR Adjustment -5% -5% -5% 5% 5% Building Size (SF) SIMILAR SMALLER SIMILAR SMALLER SIMILAR Adjustment 0% -10% 0% -10% 0% Class/Quality INFERIOR SIMILAR SIMILAR INFERIOR INFERIOR Adjustment 5% 0% 0% 5% 5% Economic INFERIOR SUPERIOR INFERIOR INFERIOR INFERIOR Adjustment 10% -5% 5% 5% 20% Use / Utility SIMILAR INFERIOR SIMILAR SIMILAR SIMILAR Adjustment 0% 5% 0% 0% 0% Net Adjustment 15% -20% -25% 5% 35% Adjusted Price/SF N/A $214 $226 $241 $236 $217 Gross Adjustment N/A 25% 30% 35% 25% 40% AUCAMP, DELLENBACKI 70 File 20-1819 INCOME CAPITALIZATION APPROACH INCOME CAPITALIZATION APPROACH In the income capitalization approach, or income approach, the subject's income stream provides a basis for estimating value. Income producing real estate has earning power and is attractive as an investment. The amount an investor will pay represents the present value of anticipated future benefits. Income Rental income is generated from renting the subject space. The subject is attractive for multiple occupants. We received a current rent roll as well as lease summaries and-or leases for all of the tenants. The rent roll for the subject is recapitulated in a following chart, and is based on the best information available to us, including analyzing the rent roll, leases, and discussion with representatives of the property owner. The 1St floor space is subdivided into 3 bays and is described into detail herein: • 511 E Ocean is a two-story building containing 7,453 SF rentable; the 1St floor contains 4,654 SF and includes 939 SF of no air-conditioned storage space. This space is currently owner occupied and is subject to a non-arm's length lease. • 515 E Ocean is a one-story retail/office building containing 4,104 SF rentable. This space is currently vacant and the owner intends on gut renovating and subdivided the space into 5 or 6 bays. • 529 E Ocean is a two-story building containing 5,644 SF rentable, which includes 2,794 SF of 1 st floor restaurant space. This tenant has been a long-term operator and reportedly has good sales and is current with rent. In 2017, this tenant signed a 5-yr lease renewal with 5% rent escalations. The tenant is responsible for garbage removal and '/2 of real estate taxes. The second floor consists of five residential units in one building and four private offices in the other building. • 511 E Ocean: Four units are 1/1's and one unit is a 2/2. All of the units are leased on an annual basis. • 529 E Ocean: This building has an intensive build-out which includes a 2,794 SF restaurant and 2,850 SF of 2nd floor offices. The 2nd floor is subdivided into four offices and a small common area breakroom. All of the firms are locally-owned private companies. Lease terms are typically 1-year terms. The subject leases have varied expiration over the next two years, with a weighted average remaining lease term just less than 1 year. Most of the leases are 1-year leases and-or expire within the next year. The owner occupies a large portion of the subject. AUCAMP, DELLENBACKI 71 File 20-1819 INCOME CAPITALIZATION APPROACH RENT ROLL(NOVEMBER 2020) Ocean Ave Retail/Office Center,511-529 EOcean Ave,Boynton Beach,Florida(20-1819) Hurricane Alley Sep-17 Aug-22 Sep-20 $27.35 $6,367 $76,403 Mod.Gross Long-term restaurant operator(25+years) 529 E Ocean 5-yr term (5%annually) Rent includes:Restaurant,alcohol license,garbage 2,794 16% Tenant responsible for 1/2 of taxes Oyer Associates Oct-19 Oct-22 Oct-20 $11.69 $4,532 $54,384 Gross Ow ner occupied space 511&513 E Ocean 3-yr term (3%annually) Includes 939 SF of storage space(no A/C) 4,654 27% Non arm's length lease We w ill apply market rent to this space Vacant - - - - - - - Ow ner plans to remodel this space into 5/6 bays 515 E Ocean - at a reported cost of$290,000 4,104 24% Asking rent is expected to be$28/SF NNN w ith$4/SF in CAM Propel Marketing Oct-20 Mar-21 Oct-20 $12.41 $550 $6,600 Gross 2nd floor office space 533 E Ocean#1 0.5-yr term Local tenant 532 3% Size is occupant+common area factor Florida Tech Consultants Oct-20 Oct-21 Oct-20 $15.25 $1,350 $16,200 Gross 2nd floor office space 533 E Ocean#2/3 1-yr term Local tenant 1,062 6% Size is occupant+common area factor Kala Marketing Sep-20 Aug-21 Sep-20 $13.25 $1,000 $12,000 Gross 2nd floor office space 533 E Ocean#5 1-yr term Local tenant 906 5% Size is occupant+common area factor Hurricane Alley(Office) Sep-17 Aug-22 Sep-20 $14.88 $434 $5,208 Gross 2nd floor office space(utilized as accounting 529 E Ocean-2nd 5-yr term (5%annually) office for restaurant user) 350 2% Apartments N/A Nov-21 Oct-20 $15.84 $3,695 $44,340 Gross Five apartment units 2nd floor 1-yr terms Four,1-bedroom units,one,2-bedroom unit 2,799 16% Rent rates provided by the owner Annual leases Total SF 17,201 100% Leased as of October 2020 13,097 76% $16.43 $215,135 Vacant 4,104 24% AUCAMP, DELLENBACKI 72 File 20-1819 INCOME CAPITALIZATION APPROACH We searched the market for comparable rental data for use in estimating market rent for the subject. A survey of the market provided rental rates and lease terms for similar space, as shown on the following chart and pages. The data set for the comparable rents includes mostly gross terms, similar to the subject. We will estimate a gross rent for the subject. The comparable rents are between $22.00 and $28.00/SF gross. The following narrative addresses qualitative adjustments to the comparables in light of the subject. • Rent 1, at $24.42/SF modified gross, is the asking rent for a small restaurant bay within an inferior retail building compared to the subject. The location is considered similar, though it has increased visibility and higher traffic counts compared to the subject. An appropriate market rent for the subject first floor space is similar to this asking rent. • Rent 2, at $28.00/SF modified gross, is the asking rent for a small, but recently renovated free-standing retail/office building compared to the subject. The location is considered similar, though it has increased visibility and higher traffic counts compared to the subject. An appropriate market rent for the subject first floor space is less than this asking rent. • Rent 3, at $22.00/SF modified gross, is the rent rate for a 1St floor office suite within a multiple-tenant office building. The building is newer and the location is considered inferior to the subject. An appropriate market rent for the subject first floor space is similar to this rent. • Rent 4, at $24.86/SF modified gross, is the rent rate for a small retail/office bay within a similar retail/office center compared to the subject. The location is considered slightly superior to the subject. An appropriate market rent for the subject first floor space is similar to or slightly less than rent. The above analysis indicates an appropriate market rent for the subject first floor space is between $22.00 and $28.00/SF modified gross. The subject rents vary in size, build-out, and location. The 1St floor bays are currently improved with an owner occupied office suite (which includes un-air-conditioned space), vacant retail/office bays, and a restaurant under a 5-year lease. A reasonable market rent for the office suite (4,654 SF) is near the middle of the range of the comparables, say $25.00/SF gross. The vacant bay is expected to be new and in good condition upon completion. The bay will be subdivided into 5 or 6 smaller bays and will be delivered as a "white box." The owner is asking $28.00/SF NNN with $4.00/SF in common area expenses, for an effective asking rent of $32.00/SF gross. Based on the new condition and smaller size, a reasonable market rent for this vacant space (4,104 SF) is a rent slightly above the comparables, say $30.00/SF gross. The restaurant space (2,794 SF) is leased to a local operator who has occupied this space for about 25 years. The current rent is $27.35/SF modified gross and the rent increases 5% each year. A reasonable market rent for the restaurant (2,794 SF) is at its contract rent of$27.35/SF modified gross. We will apply contract rent to this space. The tenant is also responsible for 50% of its taxes, so we will add 50% of our estimate for taxes for this space later in the report. AUCAMP, DELLENBACKI 73 File 20-1819 INCOME CAPITALIZATION APPROACH The subject's weighted average rent for the 2nd floor offices is $14.04/SF gross, when using the occupant area plus a factor for the shared common area. Three suites have superior amenities, access, and build-out compared to the 41h suite which is approximately 350 SF and is separated from the balance. The 2nd floor office space is generally attractive to multiple occupants, but could be attractive to a single occupant. These rents appear to be slightly below market, since the owner does not apply a common area factor to the tenant's occupant area. A reasonable market rent for the 2nd floor office space (2,850 SF) is slightly below the range of the comparables, say $20.00/SF gross. Therefore, we will apply market rent to this space and deduct the rent loss at the end of this section. Finally, we analyzed rental rates in the area for the 2nd floor residential units. Our search resulted in two comparables with rent rates between $860 and $995/per month, or $1.54 to $1.72/SF. These rents are located in small garden-style apartment complexes and their amenities and utility are considered superior the subject. The subject tenants have been long- term occupants and all of the units are currently occupied. The total rent from these tenants is $44,340. The 1/1 units are currently rented between $620 and $725/month and the single 2/2 is rented at $950/month. The residential space consists of 2,799 SF. The average monthly rent for the 1/1's is $686 and when dividing these four units by an estimated size of 450 SF each, the effective rent is $1.52/SF, which is just below the range of the comparables, but not unreasonable. Overall, the actual rent at $44,340 appears reasonable as market rent as it is appropriately just below the range of the slightly superior properties (and no other great comparables exist). We will apply contract rent to the 2nd floor residential units. Since several leases encumber the property, the value of the leased fee interest is the relevant interest. AUCAMP, DELLENBACKI 74 File 20-1819 INCOME CAPITALIZATION APPROACH COMPARABLE RENTS Ocean Ave Retail/Office Center,511-529 EOcean Ave,Boynton Beach,Florida(20-1819) • • • • • • ADW Property# 12041 3189 5288 2300 1202 12075 12074 Property Name Ocean Ave Strip Center Boynton Bch 2500 Quantum Ocean Plaza Ocean Ave SE3rdAve Retail/Office Bldg Apartment Apartment Center Bldg Bldg Address 511-529 E 410 E Boynton 416 E Boynton 2500 Quantum 640 E Ocean 401 E Ocean 221 SE 3rd Ave Ocean Ave Beach Blvd Beach Blvd Lakes Dr Ave Avenue' City Boynton Beach Boynton Beach Boynton Beach Boynton Beach Boynton Beach Boynton Beach Boynton Beach' Site: Prkg Ratio/1,000 SF Limited 5.31 Adequate 4.69 Adequate Limited Limited Building: Property Type Mixed-Use Retail/Office Retail/Office Office Retail Multifamily Multifamily Project Size(SF) 17,201 3,014 2,400 51,129 17,204 3,326 N/A Year Built 1922-1958 1947 1958 2001 1972 1971 ' 1981 Condition Avg to Good Average Average Good Average Average Average Quality Avg to Good Average Average Avg to Good Average Average Average Stories Two One One One One Two Two Suite/Bay: Size 1,302 1,200 3,660 700 578 560 Buildout Retail/Office Retail/Office Office Retail/Office Residential Residential Suite/Floor 1st floor 1st floor 1st floor 1st floor 1st floor 1st floor d Rent& Terms: Quoted or Executed Listing Listing Executed Executed Executed Executed' Date Rent Quoted Nov-20 Nov-20 N/A N/A N/A N/A Rent Comm. Date N/A N/A Dec-19 Jan-19 Jan-20 Nov-19 Rent Rate as of Date Nov-20 Nov-20 Dec-19 Jan-19 Jan-20 Nov-19 Gross Rent/SF $24.42 $28.00 $22.00 $24.86 $995.00 $860.00 Lease Type Mod. Gross Mod. Gross Mod. Gross Mod. Gross Gross Gross Term N/A N/A 60 12 12 12 Verification Source Broker Broker Broker Costar MLS MLS Notes Asking rent as Asking rent as Actual rent for Actual rent for Actual rent for Actual rent for of November of November a local office a local tenant a 1/1 within a a 1/1 within a 2020 is 2020 for a 1st tenant within a within a 4-unit 8-unit $24.42/SF floor multiple-tenant multiple-tenant apartment apartment modified retail/office office building. retail center. building. building. gross. suite. Tenant Recently Property Tenants pay pays utilities. executed 100% separately for Property has rents are occupied by water and been updated between$21 mostly local electric. over the years. and$23/SF tenants. modified Reimburseme gross. Tenant nts exclude received 6 electricity. months of rent abatement and no LL TI. Recoverables exclude in- suite electric and janitorial. AUCAMP, DELLENBACKI 75 File 20-1819 INCOME CAPITALIZATION APPROACH MAP OF COMPARABLE RENTALS Village Royale On the CFeeri Cease N' . C a tvj" ; mtort eacl--s -ligh sd"1001 9 EO6'e'ring No. 2 OIC, Old Duyntc., = Of erlin- Non I z.3 Ocean, Ridge Lease Lease N . ' ----Cease No. 6 .EISUREVILLE 'fl right herd AUCAMP, DELLENBACKI 76 File 20-1819 INCOME CAPITALIZATION APPROACH PHOTOGRAPHS OF COMPARABLE RENTS Rent 1 7)f I\tt't d„ Rent 2 1 i G�illi i ii II I F A�tl{i Rent 3 AUCAMP, DELLENBACKI 77 File 20-1819 INCOME CAPITALIZATION APPROACH �F ? r t l 'oyi,, u_kri4i< I� Rent 4 t t u SS s 7i jr, I 1 Rent 5 } y li4 3� v, Rent 6 AUCAMP, DELLENBACKI 78 File 20-1819 INCOME CAPITALIZATION APPROACH Vacancy and Collection Loss A typical vacancy and collection loss for commercial assets in South Florida has historically been between 5% and 15%. Vacancy in the subject's submarket is currently 10% for retail properties and about 2.5% for office properties. The subject has an 76% occupancy rate currently. In addition to vacancy, a landlord experiences collection loss from unpaid rent from delinquent tenant payments or from disputes with tenants. All tenants are reportedly current with rent. Historically, the subject has had good occupancy. A 1St floor retail tenant recently vacated earlier this year, and when considering this space leased, the occupancy is 100%. Overall, we conclude a reasonable allowance for long term vacancy and collection loss is 6%. Operating Expenses We were provided with the subject's 2018 and 2019 historical operating expenses. A following chart itemizes operating expenses and lists several expense comparables. We have estimated the operating expenses. Our estimations for expenses are briefly discussed in the following paragraphs for the subject, and are supported by market expenses. • Real Estate Taxes: The subject's 2019 actual taxes were $1.99/SF (when including a 4% deduction for early payment). Inherent in the definition of market value is the consummation of a sale. The tax burden may change after a sale. In the subject's case, using a typical assessment-to-market value ratio, say 80%, applying the millage rate, non-ad valorem taxes, and applying a 4% discount for early payment, the taxes could be $4.18/SF. We estimate the tax burden is $4.00/SF, which is much more than the subject's historical cost and on the upper end of the range of the comparables. Value Indication $3,775,000 Estimated Assessment Ratio x 80.0% Estimated Assessment = $3,020,000 Estimated Tax Rate x 21.39770 Non Ad Valorem Taxes + $10,200 Early Payment Discount x 96.0% Estimated Real Estate Taxes $71,828 Estimated Per SF $4.18 Estimated Conclusion Per SF $4.00 ■ Insurance: This line item is related to insurance premiums for the property. We estimate a reasonable insurance expense for the subject is $2.00/SF, which is less than the subject's historical cost (which may include some other expenses and appears high) and above the range of the comparables, but it does not appear unreasonable. ■ Utilities & Trash: This line item accounts for electricity, water and trash. The comparables which exclude in-suite electric, similar to the subject, are at the low end of the range. Therefore, we estimate a reasonable expense is $0.25/SF, which is less than the subject's historical cost (which appears unusually high and likely includes utilities for the owner's space), but within the range of the comparables. AUCAMP, DELLENBACKI 79 File 20-1819 INCOME CAPITALIZATION APPROACH ■ Repairs and Maintenance: This line items includes include various maintenance contracts and repairs as well as any salaried employees, and includes in-suite janitorial, if applicable. The comparables mostly exclude in-suite janitorial, similar to the subject. Therefore, we estimate a reasonable expense is $1.50/SF, which is similar to the subject's historical cost and within the range of the comparables. ■ General &Administrative: This expense is typically a nominal expense related to miscellaneous administrative items. We estimate this expense is $0.10/SF, which is similar to the subject's historical cost and within the range of the comparables. ■ Management: The fee to manage the property is typically between 3.0% and 5.0% of the effective gross income. We conclude a reasonable management expense is 3.0% of effective gross income, which is $0.70/SF, which is similar to the subject's historical cost and within the range of the comparables. • Miscellaneous: This expense is typically nominal and related to miscellaneous marketing, accounting and other non-recoverable items. Therefore, we estimate $0.10/SF is reasonable. • Reserves: The comparables do not have a line item for this expense. We estimate a reasonable expense is $0.20/SF, based on its age, recent renovations and the subject asset class. The estimate of total subject expenses is 8.85/SF. On a square foot basis, our conclusion is within the range of the comparables, which are between $7.65 and $10.32/SF. All of the subject leases are gross leases, except Hurricane Alley (restaurant portion), which is a modified gross lease and the landlord recovers 50% of property taxes to the respective parcel ($4.00 /2 = $2.00). Our conclusion for recoverable expenses is 2.00/SF. These expenses represents between a 30% and 40% operating expense ratio (expenses divided by effective gross income, including any recoverables). This is a relatively similar ratio among similar mixed-use properties. Our conclusion appears reasonable. AUCAMP, DELLENBACKI 80 File 20-1819 INCOME CAPITALIZATION APPROACH COMPARABLE OPERATING EXPENSES (PER SF) Ocean Ave Retail/Office Center,511-529 E Ocean Ave,Boynton Beach, Rorida(20-1819) Property Type Mixed-Use Shppng Cntr Shppng Cntr Shppng Cntr City Boynton Beach Hollywood Palm Springs Boca Raton Building Area (SF) 17,201 34,929 15,050 17,000 Year Built 1922 - 1958 1962 2010 2005 Occupancy 94% 100% 100% 100% 93% 100% 12 Months Ending Dec-20 Dec-19 Dec-18 Dec-19 Dec-17 Dec-20 Source Conclusions Actual Actual Actual Actual Actual Operating Expenses: Real Estate Taxes $4.00 $1.99 $2.39 $3.73 $2.82 $4.54 Property Insurance $2.00 $2.91 $3.31 $1.23 $0.43 $1.01 Utilities &Trash $0.25 $1.52 $1.37 $0.21 $1.46 $0.57 Repairs & Maint. $1.50 $1.46 $2.00 $1.66 $1.08 $1.92 General &Admin. $0.10 $0.12 $0.13 $0.55 $0.06 $0.03 Management $0.70 $0.71 $0.71 $0.44 $1.76 $2.21 Miscellaneous $0.10 $0.02 $0.05 $0.08 $0.04 $0.06 Capital Reserves $0.20 $0.00 $0.00 $0.00 $0.00 $0.00 Total Expenses $8.85 $8.73 $9.96 $7.91 $7.65 $10.32 AUCAMP, DELLENBACKI 81 File 20-1819 INCOME CAPITALIZATION APPROACH Capitalization The two methods for capitalizing net operating income for estimating value are direct capitalization and yield capitalization. Direct capitalization is appropriate for a project with a relatively stable income stream, and yield capitalization is appropriate for a project with a fluctuating income stream. In this analysis, direct capitalization will be utilized for estimating value of the subject, since this is how a most probable purchaser would analyze the property. For estimating an appropriate capitalization rate for the subject property, two common methods are derivation from comparable sales and from a band of investment. Additionally, we reviewed market reports to estimate an appropriate overall rate. The following chart lists overall capitalization rates from several recent transactions of similar multiple-tenant retail and mixed-use property in the South Florida market. These rates range between 5.54% and 7.47%, and average 6.74%. COMPARABLE OVERALL CAPITALIZATION RATES Ocean Ave Retail/Office Center,511-529 EOcean Ave,Boynton Beach,Florida(20-1819) Aug-20 Hallandale Beach 13,332 $298 6.81% In-place,multiple tenants(mostly local),95%occupied,5%for 95% $20.30 V&C,weighted avg remaining lease term justover 2 years Aug-20 North Miami 8,932 $196 6.85% Proforma income,multiple tenants,mostly local and one national, 100% $13.41 3%V&C,100%leased Jun-20 Sunrise 9,100 $220 7.47% In-place,multiple tenants,one local&two nationals,mostly below 83% $16.41 market rents,83%leased,one national went dark&effective occupancy is 52%,wghtd avg remaining lease term of 1.75 years Jan-20 Fort Lauderdale 10,890 $156 6.70% In-place income,local tenants,gross rents 100% $10.46 Dec-19 Hallandale Beach 22,495 $282 5.54% In-place,multiple tenants,local and national,100%leased,5%for 100% $15.64 V&C,weighted avg remaining lease term<3 years Nov-19 Miami 5,560 $283 7.03% In-place,multiple tenants,72%occupied by local tenants,some 72% $19.87 upside in rent Sep-18 Palm Springs 15,050 $193 7.43% In-place income,local tenants 93% $14.31 Aug-18 Pompano Beach 20,073 $147 6.33% Proforma,local tenants,below market rents(upside exists) 85% $9.31 Apr-18 Fort Lauderdale 14,678 $153 6.25% In-place income,mostly local tenants 92% $9.58 Feb-17 West Palm Beach 10,902 $137 7.00% In-place income,multiple tenants 100% $9.57 Subject Boynton Beach 17,201 N/A 6.50% Conclusions 94% $14.26 AUCAMP, DELLENBACKI 82 File 20-1819 INCOME CAPITALIZATION APPROACH The following discussion applies to the appropriate overall rate for the subject in light of the average rate produced by the comparables: • The subject is located in a secondary urban submarket. The OAR comparables are generally located in similar to slightly inferior locations in the South Florida region. This places slight downward pressure on the overall rate. • The subject is located in a somewhat densely populated area which is desirable for retailers. The comparables are mostly located in areas with greater population density. This places upward pressure on the overall rate. • Some of the OAR comparables do not have a deduction for capital reserves, while the subject does have this deduction. This places downward pressure on the overall rate. • Sales involving national, publicly-traded tenants tend to have lower OARs compared to more risky income streams from local tenants. The subject tenants are local operations. The OARs involve properties with similar risk in income stream to the subject. This places no pressure on the appropriate rate. • The unfolding COVID-19 outbreak is placing upward pressure on overall rates, though the degree is very difficult to determine at this point in time since it is unfolding. Overall, this places upward pressure on the overall rate. With consideration of these comparable sales as well as the factors described herein, we conclude an overall rate below the mean, say 6.50%, is reasonable for the subject. The band of investment technique is based on the premise that properties are purchased with debt and equity capital and the overall capitalization rate must satisfy the market return requirements of both investment positions. In this methodology, separate capitalization rates for the debt and equity components are summed to calculate a single overall capitalization rate for the property. Reasonable loan rate and terms for the subject are 4.50% interest rate, 25-year amortization, and 75% LTV; the corresponding mortgage constant is 0.06670. For the equity component, limited data were available. RealtyRates.com reports retail equity dividend rates currently range from 7.81% to 17.67% with an average of 13.20%. South Florida assets are generally considered more desirable, comparatively. Therefore, we conclude 8.00% is a reasonable equity rate for the subject. The result is a capitalization rate of 7.00%. This analysis of the band of investment technique is shown within the following chart. Mortgage Component = M x Rm Equity Component = (1 - M) x Re OAR (Ro) = Mortgage Component + Equity Component Mortage Component = 0.75000 x 0.06670 = 0.05002 Equity Component = (1 - 0.75000) x 0.08000 = 0.02000 OAR = 0.05002 + 0.02000 OAR = 0.07002 OAR Rounded to: = 7.00% AUCAMP, DELLENBACKI 83 File 20-1819 INCOME CAPITALIZATION APPROACH This rate does not incorporate all effects of future adjustments in interest rates, downward adjustments for equity build-up, nor downward adjustments for property value appreciation. Market data are not readily available to precisely estimate such factors. The rates from these methods are between 6.50% and 7.00%. With weight on the comparable sales, we conclude a reasonable rate is 6.50%. Conclusions As shown in the following chart, we conclude the value of the subject upon construction completion and stabilization, via the income capitalization approach, is expected to be $3,775,000. Deductions are necessary for"as is" condition, as described below: 1. Proposed Renovations: The owner intends to gut renovate the vacant bay, update the electric and plumbing, and subdivide the space into 5 or 6 bays, at a reported cost of $290,000. Upon completion, the space will be considered a "white box." 2. Lease-Up Costs: • Rent Loss: A total of 12 months of rent loss is relevant during a two-year lease-up. Rent loss for 12 months is $123,120. • Broker Commissions: In order to secure new tenants, a reasonable broker commission is 5% of a new three-year lease, or $18,468. • Landlord TI: The landlord is providing a "white box" as previously stated with no additional landlord allowance necessary. 3. Rent Loss: The difference between market rent and contract rent for the 2nd floor office space is $16,992 ($57,000 - $40,008 annually). These leases are short term. A total of 6 months of rent loss is relevant during a one-year lease-up to market, which computes to $8,496, or $10,000, rounded. These deductions total $440,000. As shown in the following chart, we conclude the value of the subject in "as is" condition, via the income capitalization approach, is $3,340,000. AUCAMP, DELLENBACKI 84 File 20-1819 INCOME CAPITALIZATION APPROACH DIRECT CAPITALIZATION SUMMARY Ocean Ave Retail/Office Center,511-529 E Ocean Ave,Boynton Beach,Florida(20-1819) Rental Income Contract Rent (1st floor restaurant) (2,794 SF at$27.35/SF) $76,403 Market Rent (1st floor owner's space) (4,654 SF at $25.00/SF) $116,350 Market Rent (1st floor vacant space) (4,104 SF at $30.00/SF) $123,120 Market Rent (2nd floor office space) (2,850 SF at $20.00/SF) $57,000 Contract Rent (Apartments) (2,799 SF at $15.84/SF) $44,340 Recoverables (Restaurant RE Taxes) $5,588 Potential Gross Income $422,801 $24.58 Less Vacancy & Collection Loss (-6.0%) ($25,368) ($1.47) Effective Gross Income $397,433 $23.11 Less Operating Expenses Real Estate Taxes $68,804 $4.00 Property Insurance $34,402 $2.00 Utilities & Trash $4,300 $0.25 Repairs & Maintenance $25,802 $1.50 General &Administration $1,720 $0.10 Management Fees $12,041 $0.70 Miscellaneous $1,720 $0.10 Capital Reserves $3,440 $0.20 Total Expenses ($152,229) ($8.85) Net Operating Income $245,204 $14.26 Net Operating Income $245,204 Overall Rate 6.50% Capitalized Value Indication $3,772,374 Value Conclusion "upon completion &stablization" $3,775,000 Per SF $219 Less Adjustments Proposed Renovations ($290,000) Lease-Up Costs (Vacant Bays) ($140,000) Rent Loss (2nd floor office tenants) ($10,000) Adjusted Value Indication $3,335,219 Value Conclusion $3,340,000 Per SF $194 AUCAMP, DELLENBACKI 85 File 20-1819 RECONCILIATION AND FINAL VALUE CONCLUSIONS RECONCILIATION AND FINAL VALUE CONCLUSIONS The approaches provided the following value estimations for the subject property. VALUE INDICATIONS Cost N/A N/A Sales Comparison $3,460,000 $201 Income Capitalization $3,340,000 194 Market Value Conclusion $3,400,000 $198 The quality of market data in these approaches is good, and the methods of analysis are appropriate and reasonable. The sales comparison approach includes sale prices above and below the subject's value on a per square foot basis as well as above and below the subject's value on an absolute basis. The sales data are good and the value is well supported. The three adjacent parcels are considered as one economic asset herein. Therefore, no deductions are necessary for a single purchaser, as the most probable purchaser would purchase and retain the entire asset. The income approach is based on well-supported rents, expenses and rates. Contract rent and market rent were utilized herein as appropriate. When warranted, adjustments were made for the differences. Overall, the sales comparison approach and the income capitalization approach provide similar values. An investor is the most probable purchase who would likely place weight on the income capitalization approach. However, the sales comparison approach involves purchases by mostly investors. Therefore, weight is given to both approaches After careful and thorough investigation and analysis, we estimate market value for the leased fee 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 October 26, 2020, is: THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000) AUCAMP, DELLENBACKI 86 File 20-1819 NORMAL MARKETING PERIOD AND REASONABLE EXPOSURE TIME NORMAL MARKETING PERIOD AND REASONABLE EXPOSURE TIME Normal marketing period is the most probable amount of time necessary to expose a property, in its entirety, to the open market in order to achieve a sale. Implicit in this definition are the following characteristics. 1. The property will be actively exposed and aggressively marketed to potential purchasers through marketing channels commonly used by sellers of similar type properties. 2. The property will be offered at a price reflecting the most probable markup over market value used by sellers of similar type properties. 3. A sale will be consummated under the terms and conditions of the definition of market value. The Market section has a chart showing median DOMs for similar sales in South Florida have been 12 months or less. Marketing times for most of the comparable sales in the sales comparison approach were less than 12 months; the marketing periods for the remaining sales were not available or just longer than 12 months. Most current listings with marketing periods exceeding 12 months have listing prices much higher than market prices. Market participants report relatively good demand for mixed-use properties in urban locations and report marketing periods are currently less than 12 months for similar properties. We conclude a reasonable marketing time for sale of the subject property in its "as is" condition and at a price similar to the estimate of market value is twelve months or less. Exposure time is the amount of time likely to have been experienced for sale of the subject property on the valuation date. We estimate a reasonable exposure time is twelve months or less based on the same market data. AUCAMP, DELLENBACKI 87 File 20-1819 PART 3: ADDENDUM CERTIFICATION I certify that, to the best of my knowledge and belief: ■ The statements of fact contained in this report are true and correct. ■ The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. ■ 1 have no present or prospective interest in the property that is the subject of this report, and I have no personal interest with respect to the parties involved. ■ 1 have no bias with respect to any property that is the subject of this report or to the parties involved with this assignment. ■ My engagement in this assignment was not contingent upon developing or reporting predetermined results, a specific valuation, or the approval of a loan. ■ My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. ■ The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. ■ The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. ■ The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the State of Florida. ■ The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. ■ Jonathan Whitney and Andrew Sperling made a personal, visual inspection of the readily accessible areas of the property that is the subject of this appraisal. ■ No one provided significant real property appraisal or appraisal consulting assistance to the person signing this certification. ■ As of the date of this report, we have completed the continuing education program of the State of Florida. AUCAMP, DELLENBACKI 88 File 20-1819 CERTIFICATION ■ As of the date of this report, Jonathan Whitney has completed the continuing education program of the Appraisal Institute. ■ The undersigned has not provided services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period preceding acceptance of this assignment. November 4, 2020 Andrew Sperling State-certified General Real Estate Appraiser RZ4177 November 4, 2020 Jonathan Whitney, MAI State-certified General Real Estate Appraiser RZ2943 AUCAMP, DELLENBACKI 89 File 20-1819 CONTINGENT AND LIMITING CONDITIONS CONTINGENT AND LIMITING CONDITIONS This appraisal is subject to the following contingent and limiting conditions: 1. The legal description and maps are assumed to be correct. 2. No responsibility is assumed for matters which are legal in character, nor is any opinion rendered as to title, which is assumed to be good and marketable. Any existing liens or encumbrances have been disregarded, and the property is appraised as free and clear. This appraisal is made, assuming that all public improvements of any kind affecting the property appraised are fully paid for, unless otherwise specifically set forth in the property description. 3. No survey has been made of the property on behalf of the appraisers and no responsibility is assumed in connection with such matters. The sketches contained in this report are for illustrative purposes only and are included to assist the reader to better visualize the property. The information furnished by others is believed to be reliable and no responsibility is assumed for its accuracy. 4. In this report, the distribution of the total valuation between land and improvements applies only under the existing program of utilization. The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 5. Possession of this report, or a copy thereof, does not carry with it the right of publication, nor may it be used for any purpose by any but the recipient without written consent of the appraiser. 6. The contract for appraisal, consultation, or analytical service is fulfilled and total fee is payable upon completion of the report. The appraisers will not be required to give testimony in court or hearing because of having made the appraisal in full or in part, nor engage in post- appraisal consultation with the client or third parties, except under separate and special arrangement and at additional fee. 7. The appraisers may not divulge material contents of the report, analytical findings or conclusions or give a copy of the report to anyone other than the client or his designee as specified in writing, except as may be required by the Appraisal Institute as it may request in confidence for ethics enforcement or by a court of law of body with the power of subpoena. 8. Liability of Aucamp, Dellenback & Whitney is restricted to the client. Aucamp, Dellenback & Whitney has no accountability or liability to any third party. 9. It is assumed there are no hidden or unapparent conditions of the property, subsoil or structures which make it more or less valuable. The appraiser assumes no responsibility for such conditions or engineering which might be required to cover these facts. No topographical survey was provided. 10. No environmental impact study, special market study or analysis, highest and best use analysis or feasibility study has been requested or made unless otherwise specified in an agreement for services or in the report. The appraiser reserves the unlimited right to alter, amend, revise or rescind any of the statements, findings, opinions, values, estimates or AUCAMP, DELLENBACKI 90 File 20-1819 CONTINGENT AND LIMITING CONDITIONS conclusions upon any subsequent such study or analysis or previous study or analysis subsequently becoming known to him. 11. The market value estimated and the cost used are as of the date of the estimate of value. All dollar amounts are based on the purchasing power and price of the dollar as of the date of the value estimate. 12. This appraisal expresses our opinion and employment to make this appraisal was in no way contingent upon reporting a predetermined value or conclusion. The fee for this appraisal or study is for the service rendered and not for time spent on the physical report. 13. The value estimated in this appraisal report is gross without consideration given to any encumbrance, restriction, or question of title unless specifically defined. The estimate of value in the appraisal report is not based in whole or in part upon race, color or national origin of the present owners or occupants of properties in the vicinity of the property appraised. 14. Responsible ownership and competent property management are assumed. 15. It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws, unless noncompliance is stated, defined and considered in the appraisal report. 16. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. 17. It is assumed that all required licenses, certificates of occupancy and consents or other legislative or administrative authority from any local, state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 18. It is assumed that the utilization of the land and improvements is within the boundaries of the property lines, that the property described in that there is no encroachment or trespass unless noted in the report. 19. Authentic copies of this report are signed in ink. 20. Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection. The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated. The appraiser, however, is not qualified to test such substances or conditions. If the presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions may affect the value of the property, the value estimated is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. AUCAMP, DELLENBACKI 91 File 20-1819 CONTINGENT AND LIMITING CONDITIONS 21. The Americans with Disabilities Act (ADA) became effective January 26, 1992. The appraisers have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon value of the property. Since the appraisers have no direct evidence relating to this issue, possible noncompliance with the requirements of ADA in estimating the value of the property has not been considered. 22. The report may contain estimates of prospective value for the subject property. Forecasts and prospective values are based upon current market conditions and trends. Aucamp, Dellenback & Whitney cannot be held responsible for unforeseeable events that alter market conditions prior to the prospective dates. 23. Acceptance and/or use of this appraisal report constitutes acceptance of the preceding conditions. AUCAMP, DELLENBACKI 92 File 20-1819 HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS HYPOTHETICAL CONDITIONS AND EXTRAORDINARY ASSUMPTIONS Hypothetical Conditions This appraisal is subject to the following hypothetical conditions: None Extraordinary Assumptions The following extraordinary assumption is important for supporting the value conclusion(s) in this report, and value conclusion(s) may be significantly affected without this extraordinary assumption. This appraisal is subject to the following extraordinary assumptions: 1. The uninspected units have similar condition and quality to the inspected units. 2. The proposed improvements are completed according to the description and timeline herein. AUCAMP, DELLENBACKI 93 File 20-1819 DEFINITIONS DEFINITIONS Market Value 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 are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby. • buyer and seller are typically motivated; • both parties are well informed or well advised, and acting in what they consider their own best interests; • a reasonable time is allowed for exposure in the open market; • payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and • 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. (Source: Interagency Appraisal and Evaluation Guidelines, Federal Register, Volume 75, No. 237, December 10, 2010) Bulk Value The value of multiple units, subdivided plots, or properties in a portfolio as though sold together in a single transaction. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 27) Market Rent The most probable rent that a property should bring in a competitive and open market reflecting the conditions and restrictions of a specified lease agreement, including the rental adjustment and revaluation, permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements (TI). (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 140) Prospective Opinion of Value A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 180) Retrospective Value Opinion A value opinion effective as of a specified historical date. The term retrospective does not define a type of value. Instead, it identifies a value opinion as being effective at some specific prior date. Value as of a historical date is frequently sought in connection with property tax appeals, damage models, lease renegotiation, deficiency judgments, estate tax, and condemnation. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 201) AUCAMP, DELLENBACKI 94 File 20-1819 DEFINITIONS Investment Value The value of a property interest to a particular investor or class of investors based on the investor's specific requirements. Investment value may be different from market value because it depends on a set of investment criteria that are not necessarily typical of the market. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 121) Liquidation Value The most probable price that a specified interest in real property should bring under the following conditions: 1. Consummation of a sale within a short time period. 2. The property is subjected to market conditions prevailing as of the date of valuation. 3. Both the buyer and seller are acting prudently and knowledgeably. 4. The seller is under extreme compulsion to sell. 5. The buyer is typically motivated. 6. Both parties are acting in what they consider to be their best interests. 7. A normal marketing effort is not possible due to the brief exposure time. 8. Payment will be made in cash in U.S. dollars (or the local currency) or in terms of financial arrangements comparable thereto. 9. 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. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 132) Insurable Value A type of value for insurance purposes. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 119) Replacement Cost The estimated cost to construct, at current prices as of a specific date, a substitute for a building or other improvements, using modern materials and current standards, design and layout. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 197) Limited-Market Property A property(or property right) that has relatively few potential buyers. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 13 1) Special-Purpose Property A property with a unique physical design, special construction materials, or a layout that particularly adapts its utility to the use for which it was built; also called a special-design property. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 217) AUCAMP, DELLENBACKI 95 File 20-1819 DEFINITIONS Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 90) Leased Fee Interest The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 128) Leasehold Interest The right held by the lessee to use and occupy real estate for a stated term and under the conditions specified in the lease. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 128) Real Property The interests, benefits, and rights inherent in the ownership of real estate. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 188) Personal Property Identifiable tangible objects that are considered by the general public as being "personal'—for example, furnishings, artwork, antiques, gems and jewelry, collectibles, machinery and equipment; all tangible property that is not classified as real estate.. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, pages 170) Intended Use The use or uses of an appraiser's reported appraisal or appraisal review assignment opinions and conclusions, as identified by the appraiser based on communication with the client at the time of the assignment. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 119) Intended User The client and any other party as identified, by name or type, as users of the appraisal or appraisal review report by the appraiser on the basis of communication with the client at the time of the assignment. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, pages 119) Hypothetical Condition A condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property; or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 113) AUCAMP, DELLENBACKI 96 File 20-1819 DEFINITIONS Extraordinary Assumption An assumption, directly related to a specific assignment, as of the effective date of the assignment results, which, if found to be false, could alter the appraiser's opinions or conclusions. Extraordinary assumptions presume as fact otherwise uncertain information about physical, legal, or economic characteristics of the subject property; or about conditions external to the property such as market conditions or trends; or about the integrity of data used in an analysis. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 73) Prudent and Competent Management An owner, operator, or management company that maintains and uses real estate in a manner consistent with the manner in which typical buyers of similar properties would consider appropriate as measured by actual practices in the competitive market. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 180) Arm's Length Transaction A transaction between unrelated parties who are each acting in his or her own best interest. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 13) Surplus Land Land that is not currently needed to support the existing use but cannot be separated from the property and sold off for another use. Surplus land does not have an independent highest and best use and may or may not contribute to the improved parcel. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 227) Excess Land Land that is not needed to serve or support the existing use. The highest and best use of the excess land may or may not be the same as the highest and best use of the improved parcel. Excess land has the potential to be sold separately and is valued separately. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 80) Entrepreneurial Incentive The amount an entrepreneur expects to receive for his or her contribution to a project. Entrepreneurial incentive may be distinguished from entrepreneurial profit(often called developer's profit) in that it is the expectation of future profit as opposed to the profit actually earned on a development or improvements. The amount of entrepreneurial incentive required for a project represents the economic reward sufficient to motivate an entrepreneur to accept the risk of the project and to invest the time and money necessary in seeing the project through to completion. (Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, Sixth Edition, Chicago, 2015, page 76) AUCAMP, DELLENBACKI 97 File 20-1819 AREA DESCRIPTION AND ANALYSIS AREA DESCRIPTION AND ANALYSIS FLORIDA Florida is a major U.S. state as seen in population and employment figures. As of 2018, Florida's estimated population was 20,878,686 according to the ESRI. Among the 50 states, Florida is ranked as the fourth most populous state. Florida is forecasted to have an annual growth rate of 1.41% over the next five years. The majority of job growth in the next ten years likely will come in the service industry led by new jobs in business services, health care, and government employment. Manufacturing will continue to be a relatively reduced part of the state's economy. Florida's geography, climate, and location are important reasons for its population and economic growth. Florida's coastline with 1,197 miles along the Atlantic Ocean and Gulf of Mexico is the longest of any state, except Alaska. Temperature variations are mild, and the southern part of the state has a subtropical climate. Florida is strategically located for access to the Caribbean Islands as well as to South and Central America. SOUTH FLORIDA South Florida is the tri-county region consisting of Miami-Dade, Broward, and Palm Beach. The metropolitan area stretches from Miami to West Palm Beach, a distance of about 65 miles, and extends 15 to 20 miles west from the Atlantic Ocean. The three counties are the state's three most populous with an estimated population of 6,076,113, as of 2018, and comprised almost one-third of the state's population. The South Florida region experienced explosive growth starting in the 1950s when air- conditioned homes made round year living more comfortable. Moving forward, the tri-county region is forecasted to grow at a much slower pace than the past 70 years. Per ESRI, the average growth rate is projected to be between 1.05% and 1.25% during the next five years. Population growth has largely been migration from northern U.S. states and Canada as well as South American countries and Caribbean Islands. Economic growth in South Florida is centered on services and retail trade for tourists, seasonal residents, permanent residents and retirees. Real estate construction has been a strong economic contributor over the past 50 years. South Florida is also known as a major export/ import center for trade with South America and as an attractive location for some clean, high- tech industries. Within this region, a primary trend has been northward movement of population from Miami- Dade County into Broward County, and from Broward County into Palm Beach County. This trend accelerated with the dislocation of residents due to Hurricane Andrew in 1992. The movement continues today as residents seek less traffic congestion in comparison to Miami- Dade County. AUCAMP, DELLENBACKI 98 File 20-1819 AREA DESCRIPTION AND ANALYSIS PALM BEACH COUNTY Palm Beach County is located along Florida's southeast coast on the Atlantic Ocean to the east and Lake Okeechobee to the west. The county is located about 15 miles north of Fort Lauderdale, 40 miles north of Miami, 175 miles south of Orlando, and 270 miles south of Jacksonville. Palm Beach County, with approximately 1,974 square miles of land area, is one of the largest counties in the United States and is the third largest of Florida's 67 counties. Elevation changes range from 0-20 feet with the average elevation at 15 feet above sea level. The terrain is generally sandy and flat with some gently sloping coastal ridges. The county's subtropical climate has an average temperature of 75 degrees Fahrenheit. Winters are mild because of the proximity to the warm Gulf Stream currents of the Atlantic Ocean. Prevailing winds are from the east. Average annual rainfall is 62 inches. Palm Beach County contains 39 incorporated municipalities mostly located east of Florida's Turnpike. County government, mainly located within West Palm Beach, handles the unincorporated areas. Population growth has put constant pressure on government planning and services. Land Use Pattern Palm Beach County has a well-established area of urban development as well as a major nature reserve area and productive agricultural area. The urban corridor stretches along the eastern portion of the county while nature reserve and agricultural areas are located in the middle and western portions of the county. Several small coastal communities in Palm Beach County were initially developed in the early 1900s. These small cities and towns were separated from each other with agricultural land or vacant land. By about the 1980s, the land was developed and the coastal area become one continuous developed urban /suburban corridor. This corridor now represents continuous development from the municipalities of Boca Raton to Tequesta. Most undeveloped land is located to the west of this eastern urban / suburban corridor. Several eastern coastal downtown areas developed between the 1920s and the 1960s, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, and West Palm Beach, are now experiencing redevelopment and gentrification. The nature reserve area consists of a north-south corridor to the west of the urban corridor. This area consists of the large Loxahatchee National Wildlife Refuge in the south and central portion and several other natural areas in the north portion: Dupuis Reserve State Park, J.W. Corbett Wildlife Management Area, West Palm Beach Catchment Area, and Jonathan Dickinson State Park. The agricultural reserve area in southeast Palm Beach County produces vegetables and ornamental plants while the agricultural area in western Palm Beach County is active in sugarcane production. Belle Glade, Pahokee, and South Bay are the three communities within the western agricultural area. AUCAMP, DELLENBACKI 99 File 20-1819 AREA DESCRIPTION AND ANALYSIS Population Per ESRI, the county has an estimated population of 1,444,799 representing about 7% of the state's population. Population growth from 2018 to 2023 is projected at 1.24%, which is slightly less than the state's projected growth rate at 1.41%. The county's comparatively lower future growth rate reflects the county's advanced stage of development and diminishing supply of land available for development. Economy Palm Beach County has an employment base comprised mostly of several sectors: Trade, Transportation and Utilities; Professional and Business Services; Education and Health Services; and Leisure and Hospitality. These sectors are geared toward the seasonal and retiree segments that have been large part of the county's population. Per the Palm Beach County Business Development Board, Palm Beach County's labor force consists of over 700,000 people. The county's unemployment rate is 3.6% as of the end of 2017, which is less than the State of Florida at 3.7% and United States at 3.9%. Furthermore, the county's employment growth from December 2015 to July 2018 has been 1.9% annually. Housing The Palm Beach County Business Development Board indicates Palm Beach County has a total of 683,543 housing units with a homeowner vacancy rate of 2.4% and a rental vacancy rate of 9.74%. Per ESRI, the median home price in Palm Beach County in 2018 is $265,386, which is higher than the state median home price at $212,954. Services The county has good medical care facilities consisting of 34 hospitals and 1,992 physician offices. A recent trend in local health care is construction of satellite facilities with outpatient services. The School District of Palm Beach County is the 10th largest public school district in the United States. The District reports an annual enrollment of 193,000 students and 22,340 employees. Numerous private schools are also available. Overcrowding is present in some areas. Prominent academic colleges in the county consist of Florida Atlantic University in Boca Raton, Palm Beach State College with four branch campuses, Palm Beach Atlantic University in West Palm Beach, and Lynn University in Boca Raton. The county has many vocational, technical, and charter schools. Public water and sewer utilities are provided throughout the county by either incorporated municipalities, special districts, or by the county. Telephone service is provided by BellSouth and other telecommunication vendors. Standard electric service is generally available from Florida Power and Light. Natural gas is provided by main or delivered as liquefied petroleum gas by Peoples Gas System. Transportation in Palm Beach County consists of Palm Beach International Airport (PBIA), Palm Beach Park Airport, Palm Beach County Glades Airport, North County Airport, Boca Raton Airport, Palm Tran, Port of Palm Beach and Tri-Rail. PBIA is conveniently located to serve the air trade area of Palm Beach County and the four surrounding counties. The 600,000 square foot airport accommodates 28 aircraft gates with expansion potential for 24 gates. The airport reports a passenger count of 6.5 million in the past year (mid-2017 to mid-2018), which is an AUCAMP, DELLENBACKI 100 File 20-1819 AREA DESCRIPTION AND ANALYSIS increase of 2.7% year-over-year. The Boca Raton Airport, the Palm Beach Park Airport and the North County Airport are general aviation airports serving private and corporate airplanes. Palm Tran is a public bus service in Palm Beach County. Palm Tran has been in service since 1971, runs seven days a week serving more than 3,200 bus stops with 150 buses in Palm Beach County. It has a ridership of over 10 million passengers a year. Tri-Rail is also a means of public transportation in Palm Beach County. Formed in 1987, this light-rail system extends roughly 72 miles and runs parallel to Interstate 95 from West Palm Beach to Miami serving 18 stations. Ridership exceeded 4.2 million passengers in 2016. Brightline is a recently constructed privately-held high-speed rail service serving Miami, Fort Lauderdale and West Palm Beach. Future expansion involves service to Orlando and other Florida cities. Port of Palm Beach is one of the busiest container ports in Florida with over 2,500,000 tons of cargo shipped annually. The port also services over 500,000 cruise passengers. Trends Palm Beach County has well established urban and agricultural areas. Economic soundness is supported with a higher than average income, expanding employment centers, a wide range of commercial and public services and facilities, and many recreational opportunities. The county is poised for further growth. Future trends show modest population growth and a favorable outlook for Palm Beach County's economy. Population trends indicate further migration to the county will continue, and jobs will continue to increase and fuel economic growth in the county. Problems typically associated with growth will continue to challenge Palm Beach County. The major challenges are schools, transportation and utilities to meet the needs of a growing population. AUCAMP, DELLENBACKI 101 File 20-1819 AREA DESCRIPTION AND ANALYSIS �MI Area in Square Mies: 2,578 Population w10 Lake Okeechobee(miles) 1,974 2016 ACS(American Community Survey) 1,443,810 Average Max.Temp.: 83(f) 2010 Census 11,320,134 Average Low Temp.. 67(f) Average Temp.: 75(f) Population Projecticns Average Annual Percipitation: 62(in.) 2020 1,465,944 Time Zone: Eastern 2030 1,619,094 2040 1,735,114 Meeting Facilities Resontsfl-lotelsA-oclging Facilities 2001 ResortsfHotels with Meeting Space 5D Total Rooms 17,000 ,Convention Center Total Meeting Space(s.f.) 148,00D Total Space(s-f.) 350,00D Medic al[2016) Hospitals 34 Physicians'Offices 1,992 Dentists'Offices 756 Sex &Age p016 ACSJ Financial 12017) Male 69,13,414 Banks 55 Female 745,396 Branch Banking Offices 455 Under 5 74,578 Deposits(mililiGns) $50,628 5-14 years, 15,51270 15-19 years 81,177 Labor FGrce 12616 avg-) 20-34 years 251,216 Labor Force 71,D,513 35-44 years 164,543 Employment 676,285 45-59 years 291,552 Unemployment Rate 4.843% 60-74 years 254,547 75+years 1713,927 Total Nonagricultural Employment(thousands) 6D8-1 Median age 44.7 Goods Producing 53-5 Construction 34-3 Housing 12016 ACS) Mainufacturling 19-1 Total housing units 683,543 Service ProvOing 554-6 Occupied housing units 536,446 Wholesale Trade 23-4 Vacant housing units 147,0,97 Retail Trade 7907 Homeowner vacancy rate 2.4 Trans.,Warehousing&Utilities 123 Rental vacancy rate 97 Information 1U09 Average household size 165 Financial Actvitos 39-8 Finance and insurance 237 Economic [2016ACS) Professional and Business Services 1,10-0 County Average'Nage(2016) $51,843 Pro.,Scientific&Tech.Services 46-3 Median Fam illy Income $7{),930 Mngt-of Companies&Enterprises 11-0 Per Capita Income $3,5,732 Administrative and Waste Services 52-7 Median Earnings For Male Education and 1-leafth Services 96-9 FuIll-Time,Year-Round Workers $45,116 Leisure and FilospitaAfty 86-2 Median Earnings For Female Accommadation&Food Services, 6800 Fuil-Tlme,Year-Round Workers $3,9,032 Other Services 327 Education(2016ACq B— R.Od.Dz�, d rE—k Opp t-A4,USC— E—a xe Enrollment(K-1 2) 209,950 C. "It'S—y MI 9,Fkrd.D—.gaphk Ea-d.g 0-ft— 2017,FdrW Education attalinment-25 years+ 1,054,130 D-P.a�"—C -G—ny 0.P..ft.1—2017,Pad.G—h C—M C--b- and%ftftwA Sc7r� %Sachelcfs degree or Ngher 35.{)% Business Der,Dlcpment Board of Pain Beach County,Inc. www.bdb.aq AUCAMP, DELLENBACK&WHITNEY 102 File#20-1819 AREA DESCRIPTION AND ANALYSIS I IBM" i 4ry a MOM JAiN FEB PMR APR MAY JUN JUL AIG SEP OCT NOV DEC 2015 692AM 685,827 643,655 6a4;402 690.177 EaOf262 6a0,579 682,0&5 6a5,OS3 684.553 U8,122 E87,900 20 6 696,476 700,502 I 6 3,r337 694,831 696,424 694,259 703,854 699.012 703.926 788055 714,325 71x,148 M17 721,297 724,U6 1728.225 728,075 726423 729,697 729.247 725,124 724.927 722.244 723,€771 723.52.5 Source:Local area Unernploeymem Statistics,Flcfida Ueoartment of Econornic,Upportunny 6s U,. �e y �r ,, x. JrtA FEE Kin! mpRN,%7 im mr 0 06 C 205 5.2 6.G' SO 4.7 51 5.2 5.6 1 5,5 5.2 4.9 4.6 4.5 :2019 4.9 4.s 4.5 4.5 4,2 4.9 5:2 1 5.1 5.1 5.i 4.9 4.7 2017' 5.2 Source:Local urea rinemployrn nt Statistics,Florida Department of E:camomic opf rtunitV Pa im Math,Qm ney,State and NzCo M Une mplapv and Raw Co mpnAisan 2017'. . 5.2 5.:2: 5. 55 4..y' 4-1 4. C 4.24.;3 4. _, '8.19 4-6 4.1 4.6 „ 3.eg 4-0 4.11 3,a 4.4 4.2 4.5 1101 Al, 3. 3w8 4."l 3.6 Smurce:L al Area Unemployment 8ut stics,Florida Department of Economic.Opportunity AUCAMP, DELLENBACKI 103 File 20-1819 ENGAGEMENT LETTER ENGAGEMENT LETTER AUCAMP# _ . .._ s Otrtoher 2,2020 Mr l'J CTMEJ S11110 E XeCLJ UVP 01rector Boynton Beach Cc,rnmunity Redevelopment Agency 100--Oce on Ave Boynton Beach, FL 88435 RE: Appraisal of Real Property Retail Office Property 5 11 —529,E Ocean Ave Boynton Seachw i-L 33435 Gear Mr. Simon, As requester',we are pieused to submit this ongagament letter for Auramp,Fllellenbacta 'a hillney to provide appraisal services.The F0, HD ging nut ines the ucrjpt ❑f wook for €Iii's assignment: lierl,l: Boynton Heath Community Redevelc,i3ra ent Agency User: Boynton Beach COMMUnity Re evelmpment Agency Use: Apmisior ce relaled to businesi5 docmions Purpose: 5stimate Market Value in Gas is:" rondatinn Real Property: 511 ,-520 E C an Ave, Boynton r3each,,t7L.33435 Interest: Fee Simple?iv rust and-or Leased Fee Inti-mt{most rellevant utillized' Valuation Cate: Curtent Date aluaiiiuti Appi ue,clias:: Sales ermpads n Approamnil-or Inclorne pl9allza lon Approacm Site Visit: Yes(Interior and ` tenor) Report Fouoat; Appraisal Repoi,t Fee, 3,GCO(iue at s:-ompte4ion) DeliveryWithin 2 -3 weeks of enga ern nt Other: The u4jei�t consEsts of lluee adjacemil mut{iple-tenant,office-retail aaildirags Lary aPe and aararover3 value rill nary riisc Fc r3,with the higher of the two values used as the basis for the, marknl vralu corau�usion.. AUCAMP, DELLENBACK&WHITNEY 104 File 20-1819 ENGAGEMENT LETTER AUCA�. t F, DELLENBACK & WHITNEY APPRAISE GONaJLIANI This-appraisal aasslicgnm n1 and Feporl wif tm preparers iri aurord nc.e wilh't requirements of the 4Jnrifonr Standards;of Professicrr t Appraisal PTact.ice (US PAP)develiop d by the Apprais,ai standards,Board of the Appraisal Fuundatij n, with the Arppizi al lris iitute's Grade of Prr hessional Ethos and5tandards of Professional;,Appr''r5 t Practice, and with the requirements of the State of Florida for state+-nertified general real estate app4sors. Allynd,all casts, incruding court:Costs artd oru altooley costs, A id4 xriitY non-payment QF Ihp tuJl appraisal fee will,be,:paid by the cli'cunt as liqtcd herzi)n, We Io ok tarvmfd to wotkcriirg with you on, this as ignarient, Please contact me it you haVe any quesuons Respecffuthy submitted, J,c,..athanWhitney, MAI State cert jed Gervfzll Reall Estate Ao maser RZ294 °a01I 60�-288 AjKL NT A t li A GRE17M NT qty,signa rare indiaares a krro%0e gennrent and arg,reerrrent with ffie above terms,and condil.ion for pefformin'r titris assignment.. Auttionzed Stgnature state 3'wn Na rias AUCAMP, DELLENBACK&WHITNEY 105 File 20-1819 ENGAGEMENT LETTER DELLE'1N13,A,.C'1,'X" & WH1r1`N1'A,` A'(..TCAMP� Public Records TNe Boynton BeAch,Con-inturaity Redevelopment Agency is public agencv subiject lo Chapter 119, Florida Statutes. The Contraciorst-rall,comp[y Wth Florlida's Pubilic Rerord's Law. Specifically,the Contractor shall. 1. Keep and mai,ntairi publir,records that crdlinahly and necessarily waul'd be required by the CRA in wrfer to perforrn the service; 2. Prowide the p.AylJG with assess to SUGh PUbnc recards on lfie carne turrn.,�aind r,ondifioris that the-CRA would provide the recrirds and al a cost Mat does not exceeW that provided rn cl-,iaplef 11 , Fla-Slat., air as otherwilse provided by law" I Ensure that publi.c records that are exempt or that ate mifideniial and exempi frogs public iec aid requirenterils ere not,disclosed except as authoriized by law,andi 4, Most all requieernents for retai+,rung publtl recordk ;And lransfEr to the CRAat no cost,, all publit,records in possession cf the contractor upon terminabon of flie conlraicl and deFilroy ainy duplicate public rc-cuffs fl mi afe exernp! or confidential and exempt.All records stored electronically must,be provided to the City ir a format that is compatible with the infor-mallun tef hinn,logy r.ystenns of the agency The failure of Contractor to comply wilth Vie provi�ions set forth;in this agreemenUccintract shall constitute --Defauit and Brea,ch,of thiis Agreement, 11 Contractor fails to cufu the default within, seven (7}days'notice frarn We CPA, the CRA may IcTi-ninate',:he Agrecment. AUCAMP, DELLENBACK&WHITNEY 106 File#20-1819 APPRAISER QUALIFICATIONS AND LICENSE APPRAISER QUALIFICATIONS AND LICENSE QUALIFICATIONS OF JONATHAN D. WHITNEY, MAI State-certified General Real Estate Appraiser, RZ 2943 JONATHAN D. WHITNEY, MAI Aucamp, Dellenback & Whitney 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 is jon(o-)-adw-appraisers.com 561-609-2884 Professional Experience Aucamp, Dellenback & Whitney, Boca Raton, FL, 2003 - Present Real Estate Appraisers & Consultants • Principal, 2016 - Present • Commercial Real Estate Appraiser, 2003 - Present Jonathan Whitney is approaching 20 years of valuing commercial real estate in the South Florida market. He heads the team of six commercial real estate appraisers for independent Aucamp, Dellenback & Whitney (ADW), and values all major real property types: industrial, office, retail, and multifamily. Valuation assignments also include vacant development sites, residential subdivisions /condominiums, mixed-use buildings, and special-purpose properties. His partner, David Aucamp, SRA, heads the residential side of their firm with a separate team of seven residential appraisers. ADW's primary service area includes the tri-county South Florida region (Miami-Dade County, Broward County, and Palm Beach County). Clients mostly include lenders, but also include investors, property owners, developers, brokers, attorneys, CPAs, and associations. Real estate appraisal and consulting assignments involve estimating market value and-or market rent, and providing expert witness testimony. Valuation assignments range between relatively straight forward assignments to multiple-phased projects with complex cash flow considerations. Education Master in Arts in Business, University of Florida, 2000 Bachelor of Science in Economics, University of Florida, 1999 Boca Raton Community High School, 1995 AUCAMP, DELLENBACKI 107 File 20-1819 APPRAISER QUALIFICATIONS AND LICENSE Activities and Affiliations Florida State-certified General Real Estate Appraiser, RZ 2943, 2006 - Present Florida State-registered Associate Appraiser, RI 11475, 2003 - 2006 Appraisal Institute • Board of Directors, South Florida Chapter, 2018 - Present • Designated Member (MAI), 2013 - Present • Associate Member, 2004 - 2013 Planning and Zoning Board, City of Boca Raton • Member, 2019 - present Zoning Board of Adjustment, City of Boca Raton • Vice Chair, 2017 - 2018 • Member, 2013 - 2018 Urban Land Institute (ULI) • Associate Member, 2019 - Present Commercial Real Estate Development Association (NAIOP) • Member, 2019 - Present Boca Raton Federation of Homeowners • Executive Board Member, 2018 - 2019 Boca Raton Chamber of Commerce Member • Member (ADW), 1990s - Present • Leadership Boca, Class of 2016 National Association of Divorce Professionals (NADP) Member • Member, 2017 - 2019 Boca Raton Downtown Rotary Club Member • Member, 2016 - Present • Mayors Ball Committee Member, 2016 - Present Spanish River Church • Elder, Spanish River Church, 2017 - Present • Member/Various Leadership Roles, 2011 - Present AUCAMP, DELLENBACKI 108 File 20-1819 APPRAISER QUALIFICATIONS AND LICENSE Recent Appraisal Institute Courses (sampling of recent courses) USPAP (Uniform Standards of Professional Appraisal Practice) Update, 2018 Florida State Law for Real Estate Appraisers, 2018 Business Practice & Ethics, 2018 Appraising Automobile Dealership, 2018 Supervisory Appraiser/Trainee Appraiser Course, 2018 Technology Tips for Real Estate Appraisers, 2018 Advanced Applications, 2009 Advanced Income Capitalization, 2009 Advanced Sales Comparison and Cost Approaches, 2008 Report Writing and Valuation Analysis, 2008 Office Building Valuation: A Contemporary Perspective, 2007 RICK SCOTT,GOVERNOR JONATHAN ZACHEM,SECRETARY bIti dpi STATE OF FLORIDA DEPARTMENT OF BUSINESS Al U PROFESSIONAL REGULATION FL0RIC?�A R�� I Il�"I�TE API�F U 1SAL BD 3 THE CERTIRED GE ��AI{F }a�� '1� �� (EIED UNDER THE Y �F ��ICt� � �T r t F t"1 i PRC3VI � f4Fl� IA475F31 � �`STTUTES '[,�f 14 1 i■t � t "'0' F St SS 7rf�il 1 � tt�r S 5 f{4 F }c,aF F g { it i f I A,i 1`S S At R r �4F .t t -ip�ltt Y E14 IC+ ''CtA1F .UE#vIBER 30,20120 EXPIRAT Always verify licenses online at MyFloriclal-kense.corn Do not alter this document in any farm. This is your license.It is unlawful for anyone Cather than the licensee to use this document. AUCAMP, DELLENBACKI 109 File 20-1819 APPRAISER QUALIFICATIONS AND LICENSE APPRAISAL QUALIFICATIONS OF ANDREW SPERLING State-certified General Real Estate Appraiser, RZ 4177 PROFESSIONAL AFFILIATIONS AND ACTIVITIES Florida State-certified General Real Estate Appraiser, RZ 4177 WORK EXPERIENCE September 2017 - Present Staff Appraiser, Aucamp Dellenback & Whitney Boca Raton, FL Commercial Appraiser EDUCATION Florida State University - FL Bachelor of Science, Business Administration, Finance, 2017 Bachelor of Science, Real Estate, 2017 Appraisal Courses: The Uniform Standards of Professional Appraisal Practice (USPAP) Update, 2020 Florida Real Estate Laws and Rules, 2020 General Appraiser Income Approach, 2020 Income Approach Case Studies for Commercial Appraisers, 2020 Commercial Land and Site Valuation, 2020 Basic Appraisal Principles, 2017 Basic Appraisal Procedures, 2017 Residential Report Writing, 2017 Financial Statistics and Valuation Modeling, 2017 AUCAMP, DELLENBACKI 110 File 20-1819 APPRAISER QUALIFICATIONS AND LICENSE Ran DeSantis,Governor Halsey Beshears,5e—bry Florida STATE OF FLORIDA pr DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL TAT APPRAISAL BD . .. THE CERTIFIED GENgR�� PPI I$f j IA E] TIFIED UNDER THE PROUISI "516 F CH �{ 5 FLS r }I t TQTUTES � ��I t££ai41, �f Y r l SP ��r � llliy�yYlry�� fW L Y }kip ts� t "llll�rs F S. DILE° �UK1FE12 RZ!1�77 EXPIRATION DATE:NOVEMBER 30,2022 Always verify licenses online at MyFloridaLicense.com Do not alter this document in any form. ® - This is your license.It is unlawful for anyone other than the licensee to use this document. AUCAMP, DELLENBACKI 111 File 20-1819 Simon, Michael From: Christian Macoviak <cmacoviak@oyerinsurance.com> Sent: Thursday, July 1, 2021 8:55 AM To: Simon, Michael Cc: Shutt, Thuy;Tara Duhy (tduhy@llw-law.com); Harvey Oyer(hoyer@shutts.com) Subject: RE: 500 Ocean Properties Good morning Michael, Thank you for the information. Just let me know if there is anything that you need from me. Have a great day. Mrs. Christian Macoviak, Vice-President Oyer, Macoviak and Associates Phone 561-732-9305 ext. 6206 Toll Free 800-397-8780 Direct Line (Text) 561-910-6206 Fax Line 561-364-9848 Email: cmacoviak@oyerinsurance.com Website: www.oyerinsurance.com From: Simon, Michael <SimonM@bbfl.us> Sent: Wednesday,June 30, 20215:17 PM To: Christian Macoviak<cmacoviak@oyerinsurance.com> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com>; Harvey Oyer (hoyer@shutts.com) <hoyer@shutts.com> Subject: RE: 500 Ocean Properties Good afternoon Christian: The Assistant Director,Thuy Shutt and I have discussed the possible purchase item with CRA legal counsel. We believe that with all of the unsettled issues surrounding our 115 N. Federal Highway property the best course of action at this stage would be to present that the Agency has the opportunity to purchase your property for the price of$3.6 million pending further discussions with the owner regarding the disposition of the current leases,tenants and financial structure for the CRA's acquisition. In addition to the uncertainty of the redevelopment of the CRA's 115 N. Federal Highway property, at the present time only one CRA Board member has instructed me to contact you about your possible interest in selling. As staff,we need to inform the entire Board in order to gain their support to continue negotiations with you on the additional details that would need to be resolved as part of Purchase &Sale Agreement. This staff discussion with the Board can only occur at the public meetings. Our next CRA Board meeting will be held on July 13,2021,in the new City Hall at 5:30pm. It would be at this meeting the Board would be able to determine how to proceed. I hope this provides you with the information you need regarding the process. If you have any questions at all,please do not hesitate to ask and we will do our best to provide you with the right answer. Thank you again for your time and consideration. i Int=ichael Simon, FRA-RA, CP3P, LRE Executive Director Boynton Beach Community Redevelopment Agency 100 E, Ocean Ave, Boynton Beach, Florida 33435 561-600-9091 561-737-3258 imcrr:M@bbfLu s http://www.boyntonbeachcra.com BOYN M11MBE ri CIRA COMMUNITY REDEVELOPMENT America's Gateway to the Gulfstream Please be advised that Florida has a broad public: records law and all correspondence to me via email may be subject to disclosure,Undr Florida records law, email dd esesare public records, Iffierefore, your e-mail communication and your e-mail address may be subject to public: disclosure, From: Christian Macoviak<cmacoviak@oyerinsurance.com> Sent: Wednesday,June 30, 20213:34 PM To: Simon, Michael <SimonM@bbfl.us> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com>; Harvey Oyer (hover@shutts.com) <hoyer@shutts.com> Subject: RE: 500 Ocean Properties Good afternoon, I know that you were supposed to be back in the office today and wanted to check in to see if you all had a chance to review or if there were any further questions. If so, please let me know. Thank you and have a great day. Mrs. Christian Macoviak, Vice-President Oyer, Macoviak and Associates Phone 561-732-9305 ext. 6206 Toll Free 800-397-8780 Direct Line (Text) 561-910-6206 Fax Line 561-364-9848 Email: cmacoviak@oyerinsurance.com Website: www.oyerinsurance.com 2 From: Simon, Michael <SimonM@bbfl.us> Sent: Saturday,June 19, 20214:07 PM To: Christian Macoviak<cmacoviak@oyerinsurance.com>; Harvey E. Oyer, III <HOyer@shutts.com> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com> Subject: RE: 500 Ocean Properties Hello Christian: Thank you very much for your email below. Now that we have established this important component of a potential agreement, I will work with CRA legal counsel and the CRA's Assistant Director, Thuy Shutt to identify additional items and proposed terms relating to the tenants,timing and financial impacts to the agency. My current schedule has me leaving for vacation on Monday,June 21St and returning June 30th. I would expect to have something back to you relating to these additional items shortly thereafter. Thank you again for your cooperation and time. Have a great weekend. Int=ichael 0imon, FRA-RA, CP3P, LRES Executive Director Boynton Beach Community Redevelopment Agency 100 E, Ocean Ave, Boynton Beach, Florida 33435 561-600-9091 561-737-3258 0imcrr:M@bbfLu s http://www.boyntonbeachcra.com BOYN � ¢�t1r1,A'}zk a,rbi,�u It COMMUNRY REDEVELOPMENT AGENCY America's Gateway to the Gulfstream Please be advised that Florida has a broad public: records law and all correspondence to me via email may be subject to disclosure,Undr Florida records law, email dd esesare public records, Iffierefore, your e-mail communication and your e-mail address may be subject to public: disclosure, From: Christian Macoviak<cmacoviak@oyerinsurance.com> Sent:Thursday,June 17, 20214:56 PM 3 To: Simon, Michael <SimonM@bbfl.us>; Harvey E. Oyer, III <HOyer@shutts.com> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com> Subject: RE: 500 Ocean Properties Good afternoon, Our asking price would be$3.6 which we believe would reflect the increase in the market value since the time of the appraisal. If you have any questions or would like to discuss further, please do not hesitate to contact us. Have a great day. Christian From: Simon, Michael <SimonM@bbfl.us> Sent: Wednesday,June 16, 20216:21 PM To: Christian Macoviak<cmacoviak@oyerinsurance.com>; Harvey E. Oyer, III <HOyer@shutts.com> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com> Subject: RE: 500 Ocean Properties Hello Christian and Harvey: Thank you for getting back to me so quickly. To address your question concerning the existing tenants, it is the goal and charge of the CRA to retain existing businesses and even more critical in a situation like this one. Regarding your willingness to consider holding a note, thank you. The various options for fulfilling the financial component of an agreement can be discussed once we have established a sales figure to which we agree on and can present to the CRA Board for their consideration. My objective would be to attempt to work through the main contractual terms such as price, time duration to close, contingencies and financial considerations. Once we have a framework of terms, we would then present them to the CRA Board. Discussing the price you are willing to accept for the property would be the most important of those terms mentioned above. Int=ichael Simon, FRA-RA, CP3P, LRE Executive Director Boynton Beach Community Redevelopment Agency 100 E, Ocean Ave, Boynton Beach, Florida 33435 561-600-9091 561-737-3258 imor:M@bbfLu s http://www.boyntonbeachcra.com 4 1 "I iff y�rzi R 9T 'RAf =BEAC �,,,,C COMMUNRY REDEVELOPMENTG America's Gateway to the Gulfstream Please be advised that Florida has a broad public: records law and all correspondence to me via email may be subject to disclosure,Undr Florida records law, email dd esesare public records, Iffierefore, your e-mail communication and your e-mail address may be subject to public: disclosure, From: Christian Macoviak<cmacoviak@oyerinsurance.com> Sent: Wednesday,June 16, 20213:02 PM To: Simon, Michael <SimonM@bbfl.us>; Harvey E. Oyer, III <HOyer@shutts.com> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com> Subject: RE: 500 Ocean Properties Good afternoon Mike, Hope you are doing well. We would be happy to discuss the possibility of the CRA acquiring our E Ocean properties. I believe that the market place for commercial properties has continued to increase some since the time of the appraisal but we are open to discussions. We would be also be open to holding the note over three years to allow for you to fit the cost into your budget and allow for you to include the properties in the project. I personally feel that if the city would benefit with the project running from E Ocean to BBB. We would need to determine what you would want to do about the tenants, leases and operations. Please let me know your thoughts and I will reach out and discuss with my siblings. Mrs. Christian Macoviak, Vice-President Oyer, Macoviak and Associates Phone 561-732-9305 ext. 6206 Toll Free 800-397-8780 Direct Line (Text) 561-910-6206 Fax Line 561-364-9848 Email: cmacoviak@oyerinsurance.com Website: www.oyerinsurance.com From: Simon, Michael <SimonM@bbfl.us> Sent: Wednesday,June 16, 20211:00 PM To: Harvey E. Oyer, III <HOyer@shutts.com>; Christian Macoviak<cmacoviak@oyerinsurance.com> Cc: Shutt,Thuy<ShuttT@bbfl.us>;Tara Duhy(tduhy@llw-law.com) <tduhy@llw-law.com> Subject: FW: 500 Ocean Properties Good afternoon Harvey and Christian: I hope this email finds you and your families well. 5 Based on the CRA Board Chair's email below, I am reaching out to you concerning your potential desire to sell your parcels on E. Ocean Avenue. You may remember that in December 2020, the CRA Board in had determined not to pursue acquisition of the adjacent private property until such time as they had a better understanding of what the developer's who had submitted Letters of Intent would want to with the CRA's parcels. Not being privy to the conversation you had with the Board Chair, I don't know to what extent you discussed your desired sales price or terms. I have attached the appraisal the CRA had performed in October 2020 which established a market value of$3,400,000 for the properties located at 511-529 E. Ocean Avenue. An important piece to the CRA's decision making process for property acquisition is knowing the Seller's desired sales price. Have you determined the amount you would accept as a sales price for the properties? I think that this item is a good place to start. If you would like to think about that amount, take your time. If you would like to discuss other items related to the price, I would prefer to have those discussions in writing or I would be willing to participate in a conference call with the two of you, CRA legal counsel and the CRA Assistant Director. Please let me know how you would like to proceed and we look forward to learning more about your position and perhaps moving this negotiation forward. Thank you for your time. Int=ichael Simon, FRA-RA, CP3P, FFdF Executive Director Boynton Beach Community Redevelopment Agency 100 F, Ocean Ave, Boynton Beach, Florida 33435 561-600-9091 561-737-325 imcrr:M@bbfl,u<s http://www.boyntonbeachcra.com 'RA BOYN i M�N 1 miwBEACH COMMUNITY REDEVELOPMENT AGENC America's Gateway to the Gulfstream Please be advised that Florida has a broad public: records law and all correspondence to me via email may be subject to disclosure,Undr Florida records law, email dd esesare public records, IffirEefore,your e-mail communication and your e-mail address may be subject to public: disclosure, From: Grant, Steven Sent: Monday,June 14, 202111:34 PM 6 To: Simon, Michael <SimonM@bbfl.us>; Shutt,Thuy<ShuttT@bbfl.us> Subject: 500 Ocean Properties Michael &Thuy: I spoke with Harvey Oyer III last Thursday, updating him about the Cottage District and 500 Ocean Properties from the CRA's last meeting. Mr. Oyer stated the members of 500 Ocean Properties LLC are willing to sell. In addition, I believe Mr. Oyer stated if budget was an issue the payments could be over a three-year period financed by the current owner. However, he was not inclined to provide the CRA with an option contract. Would you please speak with Mr. Oyer and if possible, come back to the CRA with 500 Ocean Properties purchase and sale terms? His number is 561-379-2768. Steven Grant Mayor City Ccrmmi <sion Mailing Address:s: P,O, Box 310 Boynton Beach, Florida33425 - Physical Address: 500 E, c can Ave, Boynton Beach, Florida33435 55 .-742-50 .0 Gr ntS@bbfl.us boynton-be ch ,erg/ Z= 0 91 13 Please be advised that Florida has a broad public: records law and all correspondence to me via email may be subject to disclosure,Undr Florida records law, email dd esesare public records, IffirEefore,your e-mail communication and your e-mail address may be subject to public: disclosure, Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Officer Riviera is tutoring someone at the office and Officer Paramore is mentoring and tutoring at the Sims Center with Frank Ireland. 15. Public Hearing 17A Discussion and Consideration of the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue (Heard out of order) Chair Grant disclosed he spoke with Harvey Oyer at a Business Development Board meeting and sent an email to Mr. Simon about property Mr. Oyer has. Mr. Simon reviewed the property location and a map of the area around the 115 Federal Highway properties was provided. The address is adjacent to the CRA site on the south, fronting Federal Highway and the rear fronting the alleyway and the CRA property. In February, April and March, they discussed private properties adjacent to the 115 site and whether they should be pursued. Appraisals were ordered and it was decided the funds to gather all the properties was too costly at the time, and the Board continued discussion of RFPs and other opportunities. Staff was able to solicit interest from Mr. Miller on the 508 E. Boynton Beach Boulevard property and they secured the property and put it under contract. With the potential acquisition of the Christine Macoviak and Harvey Oyer parcels, there are other elements to the property aside from the purchase price to consider, such as tenants in the building. The price is a significant part of the discussion. Appraisals was done in the fall 2020 and came in at $3,4M. The purchase price offered by the Oyer's was $3.6M. Mr. Simon sought direction from the Board. Chair Grant was in favor of the $3.6M and felt it was a fair price. He noted Ocean Avenue was the City's signature street. With the addition of the 115 property, it would enhance the Avenue because of the value Ocean Avenue has. He favored Option One to continue negotiations with the Oyer's and tenants to make sure they have a place in downtown Boynton Beach for any type of redevelopment. He did not want to not lose Boynton Beach's identify being close to 1-95, having a possible train station and TOD District. Board Member Katz supported the acquisition, but noted the adjacent parcel has a lease with the convenience store and some sort of buy-out seems difficult which is a hang up. He thought anything in the Oyer property could be moved or relocated and the leases expire fairly quickly, except for Hurricane Alley. He would need concrete answers from Kim Kelly as he has no interest in anything impacting her restaurant. The other leases and tenants would expire quickly. Board Member Hay agreed with the comments made and thought sometimes the Board have to go above the market value to get what is wanted in the long term. He thought the difference was in an acceptable range. He suggested moving Boynton Beach forward and also stated Hurricane Alley must remain. He commended the Oyer's for their willingness to come to the table. 9 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 Board Member Romelus advised her comments are contingent on decisions that will be made further on. She agreed they can purchase the property, but it will dictate the Board's decisions they make on agenda items later. She wanted to hear what the tenant leases looked like and how much commitment they have to the other tenants outside of Kim Kelly. Board Member Penserga is interested in moving forward, but had similar concerns. He needed to reach out to Mr. Oyer. He understood there were a lot of interested parties at this moment. Chair Grant explained at the moment, the CRA wants to be the only interested party. Board Member Penserga wanted the free market to work on its own and then the CRA can come in and provide support when it is not sufficient. Harvey Oyer, explained has sister Christian, owner of Macoviak Insurance, was present and that he and his two sisters own the properties. His family owned the buildings, at least the one where Hurricane Alley is located, for about 90 years. The property was passed down from his grandfather to his father and then to him and his two sisters. The CRA approached his father several times about purchasing the property and he was never interested in selling. When his father died 10 years ago, the family was not interested in selling. There is a lot of history to the building, including the historic sign on the exterior wall. Emotionally, the building is hard to part with, but looking at the City today, his father's hope was for the City to be successful. During the last year, developers have offered to buy the property for more money, than the CRA, but there is a plan. They do not know who will be selected. The family is more interested in having a faster closing for less money as the family is looking at a change in the federal capital gains tax, so selling it to the CRA today equates to selling it to a developer for more money next year assuming there is an increase in the capital gains tax. This works out evenly for the family, but it gives the CRA control. The CRA would control one big parcel, but not the peripheral properties. To develop that block, the CRA needs four- sided architecture, as it addresses Federal Highway, E. Ocean Avenue, Boynton Beach Boulevard to 1-95, and one day hopefully to a train station. The more land they control, the better the project. Mr. Oyer elaborated the family thinks their asking price is a fair. Mr. Oyer explained Kim Kelly is virtually part of the Oyer family. His father,started her in business with free rent. Mr. Oyer grew up with her husband and he announced they will not displace her. The men's fashion shop owner retired last year. The family was going to fix up the shop and lease it, but there was so much interest in the property, they decided not to spend the money and sell it. He noted they have not received any revenue from that building for a year. Hurricane Alley and other tenants have leases coming up for renewal. If action is not taken, the CRA or the private market will acquire the property with long-term leases that will have to be bought out. There is a momentary window in time. One of the largest spaces is completely vacant, another is coming due in a year, and his sister owns the third property and she can move at her discretion. The five residential leases and three commercial leases are all year-to-year. When they brought Major Nathan Boynton to Boynton and sold him land, the Oyer family has always had the best interest of the community in mind. He knows what needs to be 10 Meeting Minutes Community Redevelopment Agency Boynton Beach, Florida July 13, 2021 done to redevelop the parcel and acquire the other parcels, even if buying out leases or assisting a developer to buy them out to build a whole block project. Chair Grant and Board Member Penserga appreciated what the Oyer family has done for the City. Board Member Hay recalled eating ice cream with Mr. Oyer's father. He had many stories and it was a pleasure to listen to him speak about Boynton and the hand he's had in different projects in the City. Chair Grant requested a motion to move forward with the purchase and sale of the property at $3.6M with negotiations to be discussed later, with the tenants to remain in the CRA. They can get relocation assistance. Motion Board Member Hay so moved. Mr. Simon spoke about the tenants and explained the tenants would be a priority in negotiating. They would try to save or relocate them in some way. Board Member Katz seconded the motion. The motion passed unanimously. Board Member Katz thought if the CRA committed to purchase their property than the adjacent property likely needs to be acquired. He thought staff should become more assertive in the convenience store as the corner parcel was necessary. Mr. Simon explained there are other ways to engage a seller with a long-term lease without having to buy out the lease. Chair Grant requested to hear Old Business Items 16 D, E and H to before Old Business. Motion Vice Chair Hay so moved. Board Member Romelus seconded the motion. The motion passed unanimously. 16 D Discussion and Consideration of a Letter of Intent Submitted by Hyperion Development Group for the CRA Owned Property Located at 115 N. Federal Highway. (Heard out of Order) Board Member Romelus commented based on their action on Item 17A, she is not comfortable moving forward with this item as it changes the landscape of the 115 property. She wanted the discussion at a later time. Motion 11 Shutt, Thu From: Harvey E. Oyer, III <HOyer@shutts.com> Sent: Tuesday, August 3, 2021 12:49 PM To: Shutt,Thuy Subject: Automatic reply: Leases I am out of the office until Monday August 9th. I will have limited email access during this time and, therefore, there will be a delay in my ability to respond to emails. If this is an urgent matter, please contact Roger Ramdeen at RRamdeen a shutts com or(561)671-5853. Otherwise, I will respond to emails upon my return to the office on August 9th. Thank you. Harvey 1 Shutt, Thu From: Shutt,Thuy Sent: Tuesday,August 3, 2021 12:49 PM To: Harvey E.Oyer, III Cc: 'Christian Macoviak'; Simon, Michael;tduhy@llw-law.com; Utterback, Theresa Subject: RE: Leases Good afternoon, Harvey, We appreciate the prompt responses below and would like to schedule a meeting with you.and Christian to discuss the contents of the leases to better understand the constraints on the CRA as we are not in the commercial leasing business. Please let me know your availability and we-can coordinate with Tara. We are open to an in-person or Zoom meeting. Thank you. From: Harvey E. Oyer, III<HOyer@shutts.com> Sent:Wednesday,July 28, 20215:30 PM To: 'Tara Duhy'<tduhy@llw-law.com> Cc: 'Christian Macoviak' <cmacoviak@oyerinsurance.com>; Shutt,Thuy<ShuttT@bbfl.us>; Simon, Michael <SimonM@bbfl.us> Subject: RE: Leases Thank you. Harvey E.Oyer,III Partner I Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 pig 1, Lwz@ I yCi 1 www.shuns.corn 5bM From:Tara Duhy<Ldi v iw 9 _ > Sent: Wednesday,July 28, 20215:14 PM To: Harvey E.Oyer, III <m l�erL a;h:i:ts.cc)r i> Cc: 'Christian Macoviak' <caco is reri suranc co >; 'Shutt,Thuy'< h:att` abb l,.r. >;Simon, Michael < im r& i hbfl.0 > Subject: RE: Leases Thank you for the information Harvey. I will discuss with CRA staff and get back to you shortly. From: Harvey E.Oyer, III< 10y�,r si a ssc > Sent:Wednesday,July 28, 20214:54 PM To:Tara Duhy<1 i ilw-iaw.com> Cc: 'Christian Macoviak'< m c ak 'o er!nsu anc ,coa > Subject: FW: Leases External Email 1 Tara,As a follow-up to our telephone conversation today, below are the number of leases we have together with the expiration dates. Please note that the two open apartments would normally be re-let immediately with 1 year leases. We would like to do so. I don't think a 1 year lease would harm the CRA in any way as I cannot imagine that the CRA will have selected a developer, negotiated and signed a development agreement,obtained site plan approval, obtained construction financing, etc. between now and July 2022. Additionally, I think that the CRA would want the rent revenue post-closing and pre-demo. Please advise on this issue. With respect to the two business leases that are about to expire,we need to renew them unless there were to be a very quick closing. Again, I don't think that the CRA would be prejudiced in any way for the reasons stated above. Everything else expires in 2022, which is why this is a unique opportunity to sell without a lot of lease buyouts. Christian,do any tenants have a unilateral right to renew their lease? Thank you both. Harvey Harvey E.Oyer,III Partner ! Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 —Bio F--Mall ( MCard I www.shutts.com From:Christian Macoviak<cmaLo is y r,ins ran,- .c > Sent:Wednesday,July 28, 20214:45 PM To: Harvey E. Oyer, III < r Dshutts„c rr> Subject: Leases EXTERNAL, This emal oi- t "ated firot1"`': ou9 t i',3e of the S ,Hr FTE email sys rn, Do .tweet respond, .tick any ihnks or operl any t..iMesss vou trUS'Uthe sender and kFt§..w l(6, c s1ter" . M saft-t. Here is our current information for our leasing dates: We have 5 apartments,two of which moved out in July. For the three remaining apartments their renewal leases are up on: 12/1/2021, 1/15/22, 1/5/22. We have 5 business leases of which three are set up on one year terms and have expirations: 11/1/21, 10/15/22,9/1/21. Two other business of which there is a three year lease that is up on 10/15/22 and there is a five year lease that is up on 8/31/22. Please let me know if you need anything else. Christian 2 Shutt, Thur From: Harvey E. Oyer, III <HOyer@shutts.com> Sent: Wednesday,July 28, 2021 5:30 PM To: 'Tara Duhy' Cc: 'Christian Macoviak'; Shutt,Thuy; Simon, Michael Subject: RE: Leases Thank you. Harvey E.Oyer,III Partner I Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 No k : Mi8 I y r www.shutts.com 0 w From:Tara Duhy<tduhy@llw-law.com> Sent: Wednesday,July 28, 20215:14 PM To: Harvey E. Oyer, III<HOyer@shutts.com> Cc: 'Christian Macoviak'<cmacoviak@oyerinsurance.com>; 'Shutt,Thuy'<ShuttT@bbfl.us>; Simon, Michael <SimonM@bbfl.us> Subject: RE: Leases Thank you for the information Harvey. I will discuss with CRA staff and get back to you shortly. From: Harvey E. Oyer, III<l i y uUs.com> Sent:Wednesday,July 28,20214:54 PM To:Tara Duhy«duh Y2Uw law.cor > Cc: 'Christian Macoviak' < macovia L +crinc:ira:ic .c m> Subject: FW: Leases External Email Tara, As a follow-up to our telephone conversation today, below are the number of leases we have together with the expiration dates. Please note that the two open apartments would normally be re-let immediately with 1 year leases. We would like to do so. I don't think a 1 year lease would harm the CRA in any way as I cannot imagine that the CRA will have selected a developer, negotiated and signed a development agreement, obtained site plan approval, obtained construction financing, etc. between now and July 2022. Additionally, I think that the CRA would want the rent revenue post-closing and pre-demo. Please advise on this issue. With respect to the two business leases that are about to expire, we need to renew them unless there were to be a very quick closing. Again, I don't think that the CRA would be prejudiced in any way for the reasons stated above. Everything else expires in 2022, which is why this is a unique opportunity to sell without a lot of lease buyouts. I Christian,do any tenants have a unilateral right to renew their lease? Thank you both. Harvey Harvey E.Oyer,III Partner ", Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 From:Christian Macoviak<cmc°oiiak y ririsuraqce.,orri> Sent:Wednesday,July 28,20214:45 PM To: Harvey E.Oyer, III<H0er& hutts.c r > Subject: Leases E .k a- F,l'l...$,I y, (,J .< e"C§ tr 1 wl„w.° e' N"i tit w.i fiSaYY $ �st,en o riot, F`a,$�a4.�6,�P'!s_i. click any Mks o open �n""y' ft'achrTlIg s'l'„„ Unless you trust thi send IeC anid kn<)w Ule Content is safe, Here is our current information for our leasing dates: We have 5 apartments,two of which moved out in July. For the three remaining apartments their renewal leases are up on: 12/1/2021, 1/15/22, 1/5/22. We have 5 business leases of which three are set up on one year terms and have expirations: 11/1/21, 10/15/22,9/1/21. Two other business of which there is a three year lease that is up on 10/15/22 and there is a five year lease that is up on 8/31/22. Please let me know if you need anything else. Christian 2 Shutt, Thur From: Simon, Michael Sent: Wednesday,July 28, 2021 9:25 AM To: Tara Duhy(tduhy@llw-law.com); Kenneth Dodge Cc: Kathryn Rossmell; Shutt, Thuy; Utterback,Theresa; Nicklien, Bonnie Subject: FW: 500 Ocean Properties Importance: High Good morning Tara and Ken: I'm just following up on the email below from Ms. Macoviak regarding their request for a signed confidentiality agreement and a non-disclosure agreement before they will share their leases and other information prior to having a signed contract. Staff would like to obtain this information to assist us in writing the Agreement and would request that you prepare these documents for mine or Thuy's signature. If you have any questions or need any additional information,let us know. Thank you very much. Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Beach, Florida 33435 561-600-9091 I 561-737-3258 SimonM@bbfl.us [ http://www. oyntonbeachcra.com BOYNTON" i mmiBEACK,c,RA America's Gateway to the Gulfstream i Please beadvised that Florida has abroad public records law and all correspondence tornevia email may bmsubject to disclosure.Under Florida records law, email addresses are public records.Therefore, your e-mail communication and your e-mail address may besubject topublic disclosure. From:Christian K8acoviak«cnnacoviak@oYehnsunance.conm» Sent:Wednesday,July 21, 2D218:O8AK4 To:Simon, Michae|<SinnonK8@bbfl.us> Cc:Shutt,Thuy«ShutfT@bbfl.us>;Tara Duhy(tduhy@||vv-|ovv.cmnm)<tduhy@||w+|aw.conn>; Harvey Oyer (hoyer@shutts.comn)<hoyer@shutts.conn>; Utterback,Theresa<Ut1erbackT@bbfl.us»; Kenneth Dodge<hdod8e@||vx- |axx.com> Subject: RE: 500 Ocean Properties Good morning, |will start to pull the requested documents. Harvey isaway onvacation for a week but when he gets back he can reach outtoK4rs. Duhy. I need to know that we have signed confidentiality agreement and a non-disclosure before we start releasing information regarding our tenants. | amovery protective oftheir privacy and information which | anmsure you understand. If you have any questions in the meantime, please let me know. Michael, |wish you the very best ofluck inall ofyour future endeavors. | anosure that itwill behard tqwalk away from the CRA where you have worked so hard but where ever you end up they will be lucky to have you. Take care. Christian From:Simon, Michael« » Sent:Tuesday,July 3O, 20215:25 PM To: Christian &Aacoviak » Cc:Shutt,Thuy >;Tara Duhy ) ; Harvey Oyer ( )< >; Utt8rbaCk,ThGresa ; Kenneth Dodge law.com» Subject: RE:S0OOcean Properties Good afternoon Christian: - As discussed in the emails below,CRA staff met with our legal team yesterday morning toreview the special conditions involved in the proposed purchase of the 511,515&529 E. Ocean Avenue properties. CRA legal counsel agreed that having copies of all the existing leases(residential and commercial),security deposits,knowledge n{any outstanding permits ozwork currently being ondertaken,repairs completed in the last six months nzeoand knowledge ofany known defects that you are aware ofthat vvewould need to address under new ownership,wooldbe extremely helpful omve prepare the various terms and conditions to be contained in the Purchase 8zSale Agreement. VVelook forward toreceiving this important information and working together nnthis significant transaction. bzarelated matter, lhave submitted znyresignation umExecutive Director with our current Asst. Director, 1hoy (Iwee) Shutt becooxingthe Interim Director. Thonwill betaking over aslead on putting together the Purchase&Sale Agreement, along with CRA legal counsel and mycontinued support through the August Board meeting. 2 If you have any questions or need any additional information,please do not hesitate to contact Thuy and I. Have a great evening. Michael Simon, FRA-RA, CP3P, LES Executive Director Boynton Reach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Beach, Florida 33435 561-600-9091 la 561-737-3258 SimonM@bbfl.us I http://www.boyntonbeachcra.com 117 s 8 BOYNTO iii"BEACH11CRA COMMUNIN REEVE GE ' America's ate to the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records. Therefore, your e-mail communication and your e-mail address may be subject to public disclosure. From: Christian Macoviak<cmacoviak@oyerinsurance.co > Sent:Thursday,July 15, 20213:57 PM To:Simon, Michael<Simo qM2LbbfLus> Cc:Shutt,Thuy<ShuttT l",r fl.up;Tara Duhy(tduhy ra3llw-law.cor )<tduh LLW-1 w.cor >; Harvey Oyer (ho er@shutts.cor )<ho er@shutts.corn>; Utterback,Theresa <Utterba kT@bbfl,us> Subject: RE: 500 Ocean Properties Thank you for the information. I will start to get documents together. Take care. Christian From:Simon, Michael<Sirnrl b fLu > Sent:Thursday,July 15, 20211:06 PM To:Christian Macoviak< maco i k yerinsurance®corr:> Cc:Shutt,Thuy< huttTWimp;Tara Duhy(tduhri:llw-1 +.corn)<tduhyg)llw-law.com>; Harvey Oyer (hover shutts.com)<hoyer @shutts.com>; Utterback,Theresa<UtterbackT cabbfLus> Subject: RE: 500 Ocean Properties Importance: High Hello Christian and thank you for your email below. 3 Because the Board agreed to the purchase the property as well as carrying over the existing leases, this purchase is a bit out of the norm for our CRA. Typically we acquire properties that will be vacant at closing or are leased back to the owner for a short term. Having a quasi-governmental agency as a landlord is done often or without consideration. As such, staff will be meeting with our legal counsel on Monday morning at 9am to discuss the various aspects and intricacies associated with a purchase of this type from the CRA's perspective. I think it is fair to say that having copies of all the existing leases, security deposits, knowledge of any outstanding permits or work currently being undertaken, repairs completed in the last six months or so and knowledge of any known defects that you are aware of that we would need to address under new ownership, would be extremely helpful. We will be able to provide you with a more formal list of items after our Monday morning meeting. With regard to the CRA's funding of this acquisition, the agency does not currently have the full $3.6 million in our current or next year's budgets, not to mention any funding for repairs that may be needed. We have already begun the investigation of outside financing options in order to complete this purchase by your requested closing date and under the most beneficial terms for the agency. During the Board meeting, Harvey mentioned that you would be willing to discuss the possibility of holding a note/mortgage for us and once we have had a chance to meet with our banks, I will have a better idea as to whether or not that will be necessary. If you have any questions or items of concern that you would like us to bring up during our meeting with CRA legal counsel, please let me know and we will add them to our list for Monday. Thank you again and we look forward to working with you and Harvey. Have a great rest of your day. Michael Simon, FRA-RA, CP3P, LRES Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. Boynton Beach, Florida 33435 561-600-9091 I1B 561-737-3258 SimonM@bbfl.us I http://www.boyntonbeachcra.com n BOYNTO BEACRICRA mom m rp p � COMMUNRY REDEVELOPMENT G CY America's ateway to the Gulfstream Please be advised that Florida has a broad public records law and all correspondence to me via email may be subject to disclosure.Under Florida records law, email addresses are public records.Therefore, your e-mail communication and your e-mail address may be subject to public disclosure. From: Christian Macoviak<cmacovia o ennsurance.corn> Sent:Thursday,July 15, 202110:31 AM 4 To:Simon, Michael<S4no nM0Dbbfl.us> Cc:Shutt,Thuy< l uttT flus>;Tara Duhy(tduh Lw- jaw. b)<tdu _ &AI Ja .c m>; Harvey Oyer (hover°@shuns com.)<h yer a shutts'xo m> Subject: RE: 500 Ocean Properties Good morning Michael, Thank you for bringing the discussion of the possible sale of our properties to the CRA board. I know that your time is getting down to the wire before you are off to a new adventure and if we are going to be able to see about a closing this calendar year we are going to need to start to discuss the other terms. Please let me know what sort of information that I will need to gather for you as I am sure that you have a number of questions and we have concern for timing and our tenants. Thank you and have a great day. Christian 5 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.E. SUBJECT: Consideration of Second Amendment to Contract with Lewis, Longman & Walker, P.A. (LLW)for Legal Services SUMMARY: The CRA Board entered into an agreement with the law firm of Lewis, Longman & Walker, P.A. (LLW) to act as legal counsel for the CRA Board on November 12, 2013 (see Attachment 1). LLW currently provides legal services in areas including but not limited to those concerning CRA Board and staffing matters, agency operations, competitive procurement processes such as ITBs, RFPs, and RFQs, land disposal and acquisition, contracts for goods and services, special events contracts, public records law, purchase, sale, and/or lease contracts, and compliance with statutory requirements. In 2017, the CRA Board approved the First Amendment approving a new monthly retainer rate of $5,000 for general legal services and an increase of $20 in the hourly rate structure for shareholder counsel and $10 in the hourly rate for associate counsel services on project related items (see Attachment II). The contract rate for legal services provided by LLW had remained the same since November 2013. This Second Amendment is being presented by LLW to the CRA Board for their consideration to approve a monthly retainer rate of $6,000 for general legal services and an increase of $20 in the hourly rate structure for shareholder for shareholder counsel and $20 in the hourly rate for associate counsel services on project related items (see Attachment 111). FISCAL IMPACT: Fiscal Year 2021-2022 Budget General Fund Line Item #01-51420-201, $72,000 and Project Fund Line Item #02-58100-213 -to be determined during budget discussions CRA PLAN/PROJ ECT/PROGRAM: 2016 CRA Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the Second Amendment to the legal services agreement providing for a monthly retainer of $6,000 and an increase of $20 in the hourly rate structure for shareholder counsel and $20 in the hourly rate for associate counsel services on project related items. 2. Do not approve the Second Amendment to the legal services agreement providing for a monthly retainer of $6,000 and an increase of $20 in the hourly rate structure for shareholder counsel and $20 in the hourly rate for associate counsel services on project related items. 3. Consideration of alternate terms as discussed by the Board. ATTACHMENTS: Description D Attachment I - Nov 2013 Contract with LLW for Legal Services D Attachment II - FirstAmendment D Attachment III -Second Amendment AGREEMENT FOR LEGAL SERVICES THIS AGREEMENT, made and entered into this day of 013 by and between: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(hereinafter referred to as "CRA") AND LEWIS, LONGMAN &WALKER, P.A. (hereinafter referred to as "FIRM") WHEREAS, the CRA Board of Commissioners has retained the law firm of LEWIS, LONGMAN & WALKER, P.A. to serve in the capacity of general counsel to the CRA to provide legal services to assist the CRA in its effort to achieve its stated goals and objectives. NOW, THEREFORE, in consideration of the mutual covenants and undertakings and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties do mutually covenant and agree as follows: Section 1. TERM OF AGREEMENT The FIRM serves at the pleasure of the CRA Board; therefore this Agreement is not for a fixed term. This Agreement shall be deemed renewed and amended annually by CRA Board appropriation of funds for legal services in the CRA budget. Any requests for the adjustment of compensation shall be made once annually during review of the CRA budget. Section 2. DUTIES The FIRM shall be responsible for general legal services for the CRA including, but not limited to attendance at CRA Board meetings, real estate transactions, consultation with the CRA administrative staff; and such other matters as directed by the Board. Section 3. FEES AND PAYMENT FOR SERVICES The FIRM is to be paid by the CRA as follows for the services performed pursuant to this Agreement: A. A monthly retainer in the amount of$4,000.00 which shall cover the legal services of attending the regular CRA Board meetings, preparation for the Board meetings, staff and Board discussion and research. B. Legal services shall include, but not be limited to such services as prosecution or defense of litigation, representation of the Board before other entities, i.e.; the Board of County Commission, the City Planning and Development Board, etc., real estate transactions, drafting or review of agreements, contracts, RFQ's, RFD's, employment matters, and shall be billed at the hourly rate of $230.00 for partners, $190.00 for associates and $150.00 for paralegals. Page 1 of 4 C. In addition, the FIRM may bill the CRA for reasonable and ordinary actual expenses including, but not limited to,telephone, postage and copying costs, facsimiles, messenger services, and court costs, which will include but not be limited to, filing fees, service of summons, service of subpoenas, witness fees (including expert witness fees), court reporter fees, etc. D. The FIRM shall submit monthly invoices with summary description of services rendered or expenses incurred and shall retain records which support all billings. The FIRM shall promptly response to any inquiry by a Board Member or CRA staff regarding the FIRM'S billings. Within forty-five(45) days of the end of the CRA's fiscal year end, the FIRM shall provide to the CRA an accounting of the total actual hours spent for the monthly retainer fee. Section 4. DELEGATION The FIRM shall not delegate any of the duties and obligations undertaken by the FIRM without the CRA Board's prior approval. Section 5. TERMINATION This Agreement may be terminated for any reason, or no reason, by FIRM upon thirty (30) days' notice of termination. When termination is by the FIRM, the FIRM shall arrange for the orderly transition of all legal matters being handled by the FIRM. This Agreement may be terminated for any reason, or no reason, by the majority vote of the CRA Board without notice. Section 6. INSURANCE Within ten (10) days of the execution of this Agreement, the FIRM shall provide the CRA with proof of the FIRM's legal malpractice insurance at a limit of liability not less than $2,000,000 Per Claim, and $2,000,000 Annual Aggregate in a policy acceptable to the CRA and provide 30 day written notice of cancellation Workers compensation insurance is required and evidence shall be provided to the CRA of such insurance coverages. Section 7. PUBLIC RECORDS The CRA is public agency subject to Chapter 119, Florida Statutes. The FIRM shall comply with Florida's Public Records Law. Specifically, the FIRM shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the CRA in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the CRA would provide the records and at a cost that does not exceed that provided in chapter 119,Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt Page 2 of 4 from public record requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer to the CRA, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the CRA in a format that is compatible with the information technology systems of the agency. The failure of FIRM to comply with the provisions set forth in this agreement/contract shall constitute a Default and Breach of this Agreement. If FIRM fails to cure the default within seven(7) days' notice from the CRA, the CRA may terminate the Agreement. Section 8. GOVERNING LAW; VENUE The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Any claim, objection or dispute arising out of the terms of this Agreement shall be litigated in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. In the event of litigation, each party shall pay its own legal fees and litigation related expenses. Section 9. ENTIRE AGREEMENT This Agreement contains the entire understanding of the parties relating to the subject matter hereof superseding all prior communications between the parties whether oral or written. This Agreement may not be altered, amended, modified or otherwise changed nor may any of the terms hereof be waived, except by written instrument executed by both parties. The failure of a party to seek redress for violation of or to insist on strict performance of any of the covenants of this Agreement shall not be construed as a waiver, or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and effect. Section 10. SEVERABILITY Should any part, term or provision of this Agreement be by the courts decided to be invalid, illegal or in conflict with any law of this State, the validity of the remaining portions or provisions shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. WI ESS: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY /� Va ?o — ame: % ( Maine: Page 3 of 4 LEWIS, LgNGMAN &WALKER, P.A. Name: Keth G. Spilh4 , Sha e lder acne: Page 4 of 4 � Thi� BKST /\��DK4[NTTDAGRE[�1CNlFURL[( A[ S[KV|CBS <8rstAmcndmenU is entered into by and between the Boynton Beach C011111ILinity Redevelopment Agency (the CRA) and Lewis, Longmun & YVu|kcc P.A. (the FIRM) (collectively referred toaothe Pm1ico and individuuUYreferred houau Party). VVHEBE/\S, the CRA and the [|KM entered into onAgreement for Legal Services (/\oncconcoi) ooNovember l2. 2O|3; and VVUEK[&S, the Parties desire !o nuukc certain changes |o the /\grccnoenC and YVU[VL[/\8, on October 10, 20\7, the CRA Board, at noticed public meeting. voted 10 approve those certain changes. NOW TFIL',REFORF. in consideration ofthe promises contained herein and in the Agreement, the sufficiency o[whiohboth Parties hereby acknowledge: ) ) luuoryorudoo. The recitals and other information above ishereby incorporated herein asi[FuIN, set forth. 2) Effective Date. This First /\nucndoneni yho1| be deemed {obceffective oxofNovember |, 20l7. 3) /tmooudrncuty. Section 3ofthoAgreement ishereby amended 10read oafollows. Deletions are shown as stricken through. additions are shown as underlined. Section 3. The y|KM is to be paid by the CRA ua [u|\nvvx for the services performed pursuant \othis Agreement: /\, /\ monthly rc{uiour in the un-iouni o[ which shall cover the |cgm| services of attending the regular CRA Board meetings. preparation for Ulc Board nucc1ings, gat[und 8ounj discussion and research. Q. ic(,u| services shall include, but not bclimited toSuch services uaprosecution ordnhcnmz of'litigation, rcpn:scn1odono[(hr Board before other entities, ic., the Board o[[mun1y Connniyxion, 1he [i1y P|unnin000d [)cvc|opxoen( Board. etc., real estate transactions. dnybin , orrcvicv/ n[ugrccrncn1u, contracts. B|�)`s. KpP`y, employment matters. and ubu|\ be billed at the hourly rate of S2230250.00 for partners, $4-40260.00 for associates and S 150.00 for paralegals. C, In addition, the FIRM may hi|| the CRA for ncuxonab|c and onjiu actual cxpconcy including, but not limited to. postage and copying costs. facsimiles, messenger scrviocy` and oom1 costs, which will iuo)odc but not be |icuhcd to, filing fees. service of, surunions, suvicco[sohnocuua.vj\ncaafeea(ioc|odingcxpotvj{oces{eeo).coudrcporter /ccs, ctc. D. The FIRM shall Submit monthly invoices with SUrninary description of services rendered or expenses incurred and shall retain records which support all billings. The FIRM shall promptly responsed to any inquiry, by a Board Member or CRA stall' regarding the FIRM's billings. Within forty-five (45) days of the end of the CRA's fiscal year end, the FIRM shall provide to the CRA an accounting of the total actual hours spent for the monthly retainer fee, 4) Review. The FIRM serves at the pleasure of the CRA Board, therefore this Agrecineiwis not for a fixed term. This Agreement shall be deerned renewed and amended bi-annually by CRA Board appropriation of funds for legal services in the CRA budget. Any requests I'or the adjustment of compensation shall be made bi-annually during revie\\ of the CRA budget. 5) General. 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 CRA and the FIRM. This First Amendment any be executed in any IlUrnber of counterparts, any one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. (SIGNATURES ON FOLLOWING PAGES] IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written. WITNESSES Lewis, Lo a & W k , P.A. - - ------- -- By: Print Name: , Print N ie: r m LL7„ Title Print Name. STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE me the undersigned authority on this/ � day of July, 2018 personally appeared Tara W. Duhy, Executive Shareholder of Lewis, Longman & Walker,P.A., on behalf of said corporation, who is personally known to me or who has produced a driver's license as identification and who did(did not) take an oath. NOTARY SEAL LYNNEBURNAFORf) ��,.,N Public .FFpV PV I Notary Public •State of Florida Commission k FF 953992 a`o` My Comm.Expires May 18,2020 --.---- ••`F°,FiV��•, Bonded through National Notary Assn. Print Not ry Name My Commission Expires: (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ICRA SIGNATURE ON FOLLOWING PAGE] 01009812-2 Wl'T'Nl--'SSI--,S BOYNTON BEACH COMMUNITY REDEVE1,1011"MITEA Bv:, v ri6t Nam Steven B. Grant, CRA Chain-nan -int Na STATE' OF F1 COUNTY OF Bl--*FORI" me the Undersigned authority on this day of 2018 personally appeared Steven.13. Boynton Beach Co11111LInity Redevelop ent Agency, on behalf of said Agency. who Is personallN1 kno,.vn'to-.me or \0io has produced a driver's icense as identification and who did (did n0�t -t NOTARY SEAL Notary Public Print Notary Name My Commission Expires:_-_--_- THERESA UTTERBACK Notary Public-State of Florida Commission;GG 182874 Feb5,2 022 'I Notary ry s', MY COMM.Expires Pab 5,2022 Bonded through National Notary Assn. SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES This SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES (Second Amendment)is entered into by and between the Boynton Beach Community Redevelopment Agency (the CRA) and Lewis, Longman& Walker, P.A. (the FIRM) (collectively referred to as the Parties and individually referred to as a Party). WHEREAS, the CRA and the FIRM entered into an Agreement for Legal Services (Original Agreement) on November 12, 2013; and WHEREAS, the CRA Board approved certain changes to the Original Agreement on October 10, 2017; and WHEREAS, the CRA and the FIRM executed the First Amendment to Agreement for Legal Services (First Amendment)in July, 2018; and WHEREAS, the Parties desire to make certain changes to the Original Agreement as modified by the First Amendment(Agreement); and NOW THEREFORE, in consideration of the promises contained herein and in the Agreement, the sufficiency of which both Parties hereby acknowledge: 1) Incorporation. The recitals and other information above is hereby incorporated herein as if fully set forth. 2) Effective Date. This Second Amendment shall be deemed to be effective as of October 1, 2021. 3) Amendments. Section 3 of the Agreement is hereby amended to read as follows. Deletions are shown as stricken through; additions are shown as underlined. Section 3. The FIRM is to be paid by the CRA as follows for the services performed pursuant to this Agreement: A. A monthly retainer in the amount of$5,000 $6,000 which shall cover the legal services of attending the regular CRA Board meetings,preparation for the Board meetings, staff and Board discussion and research. B. Legal services shall include,but not be limited to such services as prosecution or defense of litigation, representation of the Board before other entities, i.e.; the Board of County Commission, the City Planning and Development Board, etc., real estate transactions, drafting or review of agreements, contracts, RFQ's, RFPs, employment matters, and shall be billed at the hourly rate of $250.00 $270 for partners, $200.00 $220 for associates and $150.00 for paralegals. C. In addition, the FIRM may bill the CRA for reasonable and ordinary actual expenses incurred including, but not limited to pestage aiid s, faesimiles, messenger 01505084-1 services and court costs, which will include but not be limited to, filing fees, service of summons, service of subpoenas,witness fees(including expert witness fees),court reporter fees, etc. D. The FIRM shall submit monthly invoices with summary description of services rendered or expenses incurred and shall retain records which support all billings. The FIRM shall promptly respond to any inquiry by a Board Member or CRA staff regarding the FIRM's billings. Within forty-five (45) days of the end of the CRA's fiscal year end, the FIRM shall provide to the CRA an accounting of the total actual hours spent for the monthly retainer fee. 4) Review. The FIRM serves at the pleasure of the CRA Board; therefore this Agreement is not for a fixed term. This Agreement shall be deemed renewed and amended bi-annually by CRA Board appropriation of funds for legal services in the CRA budget. Any requests for the adjustment of compensation shall be made bi-annually during review of the CRA budget. 5) General. Except as expressly set forth in this Second Amendment, the Agreement is unmodified and remains in full force and effect, and is hereby ratified and confirmed by the CRA and the FIRM. This Second Amendment any be executed in any number of counterparts, any one and all of which shall constitute the agreement of the Parties and each of which shall be deemed an original. [SIGNATURES ON FOLLOWING PAGES] 01505084-1 IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first above written. WITNESSES Lewis, Longman &Walker, P.A. By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE me the undersigned authority on this day of July, 2021 personally appeared Tara W. Duhy, Executive Shareholder of Lewis, Longman &Walker, P.A., on behalf of said corporation, who is personally known to me or who has produced a driver's license as identification and who did (did not) take an oath. NOTARY SEAL Notary Public Print Notary Name My Commission Expires: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01505084-1 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Steven B. Grant, CRA Board Chair Print Name: STATE OF FLORIDA COUNTY OF BEFORE me the undersigned authority on this day of 2021 personally appeared Steven B. Grant,Board Chair of Boynton Beach Community Redevelopment Agency, on behalf of said Agency, who is personally known to me or who has produced a driver's license as identification and who did(did not)take an oath. NOTARY SEAL Notary Public Print Notary Name My Commission Expires: 01505084-1 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.F. SUBJECT: Consideration of the Economic Development Grant Program Guidelines and Applications for FY 2021-2022 SUMMARY: In order to provide a financial incentive for our existing and new businesses, the CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding for rent assistance 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. In preparation for next fiscal year's Economic Development Grant programs, CRA Staff has reviewed the current Commercial Rent Reimbursement Grant Program guidelines and is requesting clarification on the eligibility of off-site dry cleaners and/or Laundromats. Currently, this business use is not classified and either eligible or ineligible for funding assistance. Does the CRA Board want to consider this use as a Tier II business for eligibility under the rent assistance program? Tier II businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent of$1,250 per month, whichever is less. Staff is seeking Board approval or denial on this issue. Secondly, due to the amount of priority projects in the upcoming fiscal year and limited budget, staff is seeking Board direction on the eligibility of businesses to request an additional six months of rent reimbursement at the completion of their first 12 months of business. The FY 20-21 Commercial Rent Reimbursement Grant currently allows approved recipients the opportunity to request a 6-month extension by submitting a presentation outlining how their first year of business and requesting the 6 months of additional rent reimbursement. No other changes or clarifications are being recommend by CRA staff for the FY2021-2022 Commercial Rent Reimbursement Grant Program (see Attachment 1). CRA Staff is requesting approval of the FY 2021-2022 Commercial Property Improvement Grant Program Application as presented in Attachment 11. FISCAL IMPACT: FY 2021-2022 Budget, Project Fund 02-58400-444, Amount to be determined based on budget meetings and discussion CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Goals and Principles and Implementation Guide CRA BOARD OPTIONS: 1. Approve the Commercial Rent Reimbursement Grant Program Application and the Commercial Property Improvement Grant Program Application as presented and pending any final review from CRA legal staff. 2. Other options or directions as provided by the Board. ATTACHMENTS: Description D Attachment I - FY 21-22 Commercial Rent Reimbursement Grant Program Application D Attachment II - FY 21-22 Commercial Property Improvement Grant Program Application }At {J B ' JT1 B EACH COMMUMTY REDEVELOPMENT October 1 , 2021 — September 30, 2022 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 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. Initials Page 2 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th 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 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 • Religion-Affiliated Retail Stores • Churches/places of worship • Non-profit organizations • Medical Research Centers/Housing • 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. 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 12 monthly payments). Initials Page 4 of 15 Rent Reimbursement 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 12 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) • Take-out Foods 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 at the time of Board approval. 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; Initials Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. For purposes of this paragraph, the term "subject property" means the leased premises of the grant recipient, for which the applicant or grant recipient is seeking rental reimbursement, or any part thereof. Grant recipients are prohibited from subletting the subject property. If a grant recipient sublets the property, the grant recipient will be required to repay the 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 Initials Page 6 of 15 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. ocumentation: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. Provide a 2-3 sentence mission statement for the applying business entity. This will be used as a way to introduce your business to the BBCRA Board. 3. Resume for each principal/owner of the business. 4. Copy of the corporate documents for the applying business entity. 5. Copy of City and County Business Licenses (Business Tax Receipt). 6. Copy of executed multi-year commercial lease agreement. 7. Two years of corporate tax returns (for existing businesses only). 8. Two years of personal tax returns for the principal/owners of a new business. 9. 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. 1O.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. 11.Completed and signed application (attached). 12.Authorization to perform credit check for the business and each principal/owner of the business (attached). 13.W9 Form and Vendor Application (attached). Approval of Funding Request Initials Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 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 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. Initials Page 8 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 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 followinq 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, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 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: Fax: Website: 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: New Business Address: Square footage of current location: Square footage of new location: Type of Business: Number of Employees: Hours of Operation: Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 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 11 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,��t�4� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION Are you applying for grant assistance 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 If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: Landlord's Mailing Address: Landlord's Phone Number: CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I” refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). 1, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Page 12 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY 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, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION APPLICANT SIGNATURES: 1. Principal/Owner's Signature Date Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of , 20 NOTARY PUBLIC My Commission Expires: Page 14 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY LANLORD INFORMATION LANDLORD SIGNATURES: 1. Landlord's Signature Date Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures -Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of 20 NOTARY PUBLIC My Commission Expires: Page 15 of 15 Rent Reimbursement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,��t�4� E H ��,,�<<� «<4 ,, RA COMMUNITYRE'DEVEI„ P ENT 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, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,��t�4� E H ��,,�<<� «<4 ,, RA COMMUNITYRE'DEVEI„ P ENT AUTHORIZATION TO PERFORM A CREDIT CHECK FOR BUSINESS 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. Business (d/b/a if applicable): Federal Tax I D #: Current Business Address: State of Corporation: Email: Phone Number: Fax Number: Signature: Date: Title: 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com MAP OF CRA AREA NE th Ave Gate„iaY Blv Cn L t r LU LL Z 4i mr Stanley Wea er Canal 20" a v > `� Martin Luther Kin r Blvd o U y V z W c LL z W Boynton each 1 d E Oc a Ave Z 2nd A e 2 00 L y d a v 00 00 U) = U) E oo brigh Rd a 0 U U) 23 d Av SW 23rd Ave CRAAREA- 1,650 acres Water Major Roads Railroads ulfstream vd' W�E BOYNTON[ 0 o.zs o.s "'BEACH',C RA Miles g C,06=MUNfl n e -ir> r «ikG_NC',Y Form W-9 Request for Taxpayer Give Form to the (Rev.December Treasury 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. ni 2 Business name/disregarded entity name,if different from above a� rn as °- 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to ° ❑Individual/sole proprietor or ❑ C Corporation ❑S Corporation ❑ certain entities, not individuals; see Partnership ❑ Trust/estate W single-member LLC instructions on page 3): CL O Exempt payee code(if any) ❑Limited liability company. Enter the tax classification(C=C corporation,S=S corporation, P=partnership)► OExemption from FATCA reporting Note.For a single-member LLC that is disregarded,do not check LLC;check the appropriate box in the line above for y the tax classification of the single-member owner. code(if any) CL v ❑Other(see instructions) ► (Applies to accounts maintained outside the U.S.) w 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) v ar CL CO 6 City,state,and ZIP code a) U) 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 TINon page 3. or Note. If the account is in more than one name,seethe instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. F3 Mt 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. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S.citizen or other U.S. person (defined below);and 4.The FATCA code(s)entered on this form (if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRSthat 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(or you 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(as defined 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(other than a grantor trust),the U.S.trust(other than 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.Enter your 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.Enter the 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 owners 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.owners 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 Exempt payee code. D—A corporation the stock of which is regularly traded on one or more 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 Enter your 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.Seethe 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 www.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.gov/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 Generally, h 5Z with respect to readily tradable instruments,generally you will have 60 days to get p g 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 IRS encourages 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 a joint 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 property,cancellation of debt,qualified tuition program payments(under Victims of identity theft who are experiencing economic harm or a system section 529),IRA,Coverdell ESA,Archer MSA or HSA contributions or problem,or are seeking help in resolving tax problems that have not been resolved distributions,and pension distributions.You must give your correct TIN,but you through normal channels,may be eligible for Taxpayer Advocate Service(TAS) do not have to sign the certification. assistance.You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 orTTY/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 taxable interest,dividend,and certain other payments to a payee who does not 11.Partnership or multi-member LLC The partnership 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)) 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. t f BOYN , f itlil!;441, ls'ia`) E , RAooeoo .......... ... • - • • e • sod,R/0186//a 0 u tre a c hPro ram Ri Of ow W Y 01 -, U R BUSINESS ! The Boynton Beach CRA is excited to inform _ you about our Social Media Outreach Program! Our - • • - - • goal is to helpbusinesses within e CRA Districtestablish li e presence. The best ? is - •completely ! Renee ers, Social Media & Communications Specialist, is here to teach you the tools you need successfully market your business on social media ' and online platforms. This program aims to helpbusiness owners manage and learn how to utilize social media pages. We offer a range of services, from starting business accounts, building ad campaigns for events to special promotions, or posting day to day activity and products. tact us today to getstarted! INFORMATION:CONTACT • • . Name: • . • s Business: Email: Phone: ! �, � \ » . . � \ . �« �» >\ . § : (�_\��a=�� . � :_ «- . - �_.�2�±��J�»� � ° 7/ ® � .�� : , <�\ �K-�\ � \ \� - ©�� »\\�� - � � .- . .—. , � - . w � �. . - \ /�/� d� ` �< ._\« © -: < « . r ? , /\�? \ .. � � \ \\ \\: � \d\ I � ^ 2\ ^,� \ \�/ ` ` ® -- d\�/\- �\\ \ �. y : > - _ » : x « I» - - \? � ` ° �� a . : : : : : , \ l — ani Uy Y 1 a }At {J B ' JT1 B EACH COMMUMTY REDEVELOPMENT October 1 , 2021 — September 30, 2022 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 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 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,4th 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 $140.00, 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. • 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 BBCRA will 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,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,4th 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) Initials Page 6 of 17 Property Improvement 100 East Ocean Avenue,4th 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, • 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 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 • 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 at the time of Board approval. 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; Initials Page 7 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com • 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 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 may submit complete applications via email or mail hard copies of the 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. ocumentation: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. Provide 2-3 sentence mission statement for the applying business entity. If the applicant is a commercial property owner, provide a brief history of the property and the current tenants of the space. This will be used as a way to introduce your business to the BBCRA Board. 3. Written detailed project budget describing the improvements to be done to the property. 4. 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. 5. Signage design, project color chips, material samples and material specifications, if applicable. 6. 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. 7. Resume for each principal/owner of the business. 8. Copy of the corporate documents for the applying business entity. Initials Page 8 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 9. Copy of executed multi-year commercial lease agreement. 10.Copy of Warranty Deed. 11.Two years of corporate tax returns (for existing businesses only). 12.Two years of personal tax returns for the principal/owners of a new business. 13.Copy of design and construction plans associated with the proposed improvements. 14.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. 15.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 16.Completed and signed application (attached). 17.Authorization to perform credit check for the business and each principal/owner of the business (attached). 18.W9 Form and Vendor Application (attached). 19.City Planning and Development Department Acknowledgement Form (attached). 20.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 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 Initials Page 9 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 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 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. Initials Page 10 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). 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. 7. All in project costs to open or renovate the business for reporting of public to private dollar match 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,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 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: 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: New Business Address (if applicable): Square footage of current location: Square footage of new location: Type of Business: Tier 1 Business: ❑ Tier 2 Business: ❑ Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: Hours of Operation: List of improvements seeking reimbursement for: Requested grant amount: Page 12 of 17 Property Improvement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 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: Are you applying for grant assistance 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 14 V)� S N t YM 1 ,��t�4� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes _ No If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: Landlord's Mailing Address: Landlord's Phone Number: CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I” refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). 1, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial 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 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY 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 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY APPLICANT INFORMATION APPLICANT SIGNATURES: 1. Principal/Owner's Signature Date Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. Principal/Owner's Signature Date Printed Name Title 4. Principal/Owner's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures - Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of 20 NOTARY PUBLIC My Commission Expires: Page 16 of 17 Property Improvement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNKY REDEVEI„OPMENTAGENCY LANDLORD INFORMATION LANDLORD SIGNATURES: 1. Landlord's Signature Date Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to Principal/Owner's Signatures -Multiple notary pages may be used if signing individually STATE OF COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared who is/are personally known to me or produced as identification, and acknowledged he/she executed the foregoing Agreement for the use and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of 20 NOTARY PUBLIC My Commission Expires: Page 17 of 17 Property Improvement 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,��t�4� E H ��,,�<<� «<4 ,, RA COMMUNITYRE'DEVEI„ P ENT 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, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,��t�4� E H ��,,�<<� «<4 ,, RA COMMUNITYRE'DEVEI„ P ENT AUTHORIZATION TO PERFORM A CREDIT CHECK FOR BUSINESS 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. Business (d/b/a if applicable): Federal Tax I D #: Current Business Address: State of Corporation: Email: Phone Number: Fax Number: Signature: Date: Title: 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNITYRE'DEVEI„ P ENT CITY OF BOYNTON BEACH PLANNING & DEVELOPMENT DEPT. ACKNOWLEDGEMENT FORM COMMERCIAL PROPERTY IMPROVEMENT GRANT PROGRAM BBCRA Grant Applicant: has met with the City's Planning & Development Department to review the improvements that will done on the property located at: List of Improvements: City of Boynton Beach Planning & Development Dept. Reviewed by: Date: Requirements: 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 14 V)� S N t YM 1 ,� E H ��,,�<<� «<4 ,, RA COMMUNITYRE'DEVEI„ P ENT CITY OF BOYNTON BEACH PERMIT DEPT. ACKNOWLEDGEMENT FORM COMMERCIAL PROPERTY IMPROVEMENT GRANT PROGRAM BBCRA Grant Applicant: has met with the City's Permit Department to review the improvements that will done on the property located at: List of Improvements: City of Boynton Beach Permit Dept. Reviewed by: Date: Requirements: 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com WAIVER AND RELEASE OF LIEN UPON FINAL PAYMENT (PAYMENT BY CHECK) The undersigned lienor, in consideration of the final payment in the amount of $ and condition upon payment of check number issued to the undersigned by in said amount, (Business Owner) waives and releases its lien and right to claim a lien for labor, services or materials furnished to on the job of to (Business Owner) (Business Entity) the following described property: (Property Address) Dated on: 20_ Lienor's Signature: Printed Name: Company: Address: MAP OF CRA AREA NE th Ave Gate„iaY Blv Cn L t r LU LL Z 4i mr Stanley Wea er Canal 20" a v > `� Martin Luther Kin r Blvd o U y V z W c LL z W Boynton each 1 d E Oc a Ave Z 2nd A e 2 00 L y d a v 00 00 U) = U) E oo brigh Rd a 0 U U) 23 d Av SW 23rd Ave CRAAREA- 1,650 acres Water Major Roads Railroads ulfstream vd' W�E BOYNTON[ 0 o.zs o.s "'BEACH',C RA Miles g C,06=MUNfl n e -ir> r «ikG_NC',Y Form W-9 Request for Taxpayer Give Form to the (Rev.December Treasury 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. ni 2 Business name/disregarded entity name,if different from above a� rn as °- 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to ° ❑Individual/sole proprietor or ❑ C Corporation ❑S Corporation ❑ certain entities, not individuals; see Partnership ❑ Trust/estate W single-member LLC instructions on page 3): CL O Exempt payee code(if any) ❑Limited liability company. Enter the tax classification(C=C corporation,S=S corporation, P=partnership)► OExemption from FATCA reporting Note.For a single-member LLC that is disregarded,do not check LLC;check the appropriate box in the line above for y the tax classification of the single-member owner. code(if any) CL v ❑Other(see instructions) ► (Applies to accounts maintained outside the U.S.) w 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) v ar CL CO 6 City,state,and ZIP code a) U) 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 TINon page 3. or Note. If the account is in more than one name,seethe instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. F3 Mt 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. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S.citizen or other U.S. person (defined below);and 4.The FATCA code(s)entered on this form (if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRSthat 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(or you 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(as defined 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(other than a grantor trust),the U.S.trust(other than 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.Enter your 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.Enter the 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 owners 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.owners 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 Exempt payee code. D—A corporation the stock of which is regularly traded on one or more 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 Enter your 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.Seethe 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 www.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.gov/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 Generally, h 5Z with respect to readily tradable instruments,generally you will have 60 days to get p g 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 IRS encourages 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 a joint 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 property,cancellation of debt,qualified tuition program payments(under Victims of identity theft who are experiencing economic harm or a system section 529),IRA,Coverdell ESA,Archer MSA or HSA contributions or problem,or are seeking help in resolving tax problems that have not been resolved distributions,and pension distributions.You must give your correct TIN,but you through normal channels,may be eligible for Taxpayer Advocate Service(TAS) do not have to sign the certification. assistance.You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 orTTY/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 taxable interest,dividend,and certain other payments to a payee who does not 11.Partnership or multi-member LLC The partnership 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)) 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 ❑ 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. Y Ln W 0 0 0 Ln Ln 0 0 0 Ln 0 0 0 0 Ln 0 0 0 Ln Ln o O N N N -1 -1 N N N Q a) w O i C 0 < m E aJ O '^ C Ag O M L 7 Ln73 W E Y S aJ Q CL a LL U Q z i 2 Q Ca Ca N Ca Ca Ca Ca Ca Ca Ca Ca CT a) C C C C C C C C C C C c c a c c c c c c c c J Y 7 7 7 7 7 7 7 7 7 7 we O O 3 0 O O O O O O O U '� p d E o o d o 0 0 0 0 0 0 0 v Q Q U Q Q Q Q Q Q Q Q c c u u u u u u u u u u v �p 7 7 v 7 7 7 7 7 7 7 7 N O O OO O O O O O O — Q Q Q Q Q Q Q Q Q Q NczLn Ln Ln C sem+ sem+ sem+ sem+ sem+ 7 sem+ sem+ sem+ sem+ sem+ sem+ sem+ sem+ sem+ sem+ sem+ C In In In In In � -O In N _ CN N iM-O 'p �n -p 'p 'p 'p 'p v 'p O v c E E E E E ° ° ° ° ° ° n3 n3 ro p- Q Q Q U c +� p- E E E LL o E E E E E .7 E O O E E -p a a a a a a C Q W W W W W 7 7 U 7 7 7 7 7 W 7 7 7 v N ro ro ro ro ro Y E c Q Q S C C C C C N 7 7 N Y 7 7 7 7 7 C 7 p� p� 7 7 E v E v E v E v E v E r, E E u E E E E E a' E u u Y o o o o o u 7 Al 7 Al E E u 7 w v w v w v w v w v w Z w c — c73 — v W Y a Y a Y a Y a Y Q E °A E Q E E E E E a E o > w o > w E E -p 2 u O u O u O u O u O N 7 7 aj 7 7 7 7 7 U 7 - cr LT 7 7 O Q c c c c c s c u c Y c c c c c c c v �n v ' c c u ro ro ro ro ro N �, >�, �, �, �, �, �, n3 �, N Al 0 aj Al 0 v a) v v a) U °ca Q Q.x Q.x Q x Q.x Q•x 3 E > E °c° n E E E E E Q E 5 o 73 o� E E Q w Q w Q w Q w Q w v v - v a v v v v v Q a 3 Y 3 Y a a o w w w w nn Q a v Y Q Q Q Q QQ O > Q o > Q Q Q 73 o o o o o s o 0 o E Y o 0 0 0 0 0 0 E aj E E aj E o 0 vY Y Y Q u = v = v s v s v s v i p n3 3 s o u o U > u ' v u t c c c c c v p > a s .a .Y s06 M ° 3 M 3 M 3n3 3 n3 3 n3 v v c v v Q a) Al v v v v 3 v M vi M vi v ni a) fl > E >. E >. E > E > E v Q . Q E Q v Q v Q v Q v Q v J p a p p p N p p p p Q p Y E Y E p N p -O Q Q Q Q Q n3 aJ -p aJ aJ U aJ aJ aJ aJ aJ aJ UJ — UJ — aJ aJ c E E E E E — — U — 2 — — — aj c Y n3 ajx — f6 O v O v O v O v O v v 7 aJ 7 N , 7 -O 7 7 7 7 O 7 u S u — Y u u u u u Q f Q 7 Q C Q Q Q Q u CL E --' 7 E Y 7 c Q Q u u ;n v v E aj m aj aj aj aj aj U -p aj p aj a) m a) p �p 7 7 7 7 7 7 7 7 7 7 7 Y 7 Y C Y [) Y o Y o Y o Y 7 [) Y 7 -O 7 -O CM4 [) Y [) Y v E E E E E E E E E E E E E o a N 0 E a E _>s E _>s a a o o - o � o 0 o 0 o 0 o � o m n3 o o u u u >, u >, E m >, n� >, Al > Al > Al >, u Al >• u Q O v u R O v f6 7 7 7 7 7 7 7 7 7 7 7 p_ 7 p_ — p_ p_ W Q W Q W Q 7 p_ 7 O- 7 CL AlQ AlQ u E p p p p p p p p p p p p Y Y o p 7 n3 p 7 0 0 0 0 0 0 0 0 0 0 0 0 ° o u .n u w u u u u O w u� O � Q p to Q W O W O >. W LL LL LL W - O O w W a Q a s a s a s a s a s a Q a Q in c Q Ln Q Q Q Q Q Q Q a Ln Q a a Vn Q Vn Q c-I N c-I N c-I N c-I N c-I N c-I N c-I N c-I N M c-I N -1 N -1 N -1 N -1 c-I N c-I c-I N c-I c-I N c-I N aJ — a a U X a c E a u Q N 00 N N 00 O V/ CL aj Y �• N E aJ 7 In >, 7 ci •� E In N u CO LL O 4-13 c U M N 73 u •nn p p- 'u ar ar ar E 7 0 d EV) 73 O Q Y00 2 u0 oa s v N N ar io Laos c c v 1uj a) _ nn E O O E - Q a� '^ c W 2 2 ro U nn c c •ro 4-1c — v o o c 6 .\ > W > aJ f�6 aJ C f6 H p c0 0 > v U' O in Q 77i Q n3 •� v v 6 v a c 7 na a c a, �p a) a pa C p — In aJ aJ J — U S SN a a a C u m > _ cm u u u u u 4 O O aJ aJ -p i •O O O •aJ a) 7 7 7 7 7 J C: i U U D LL K w Q in Q o0 00 00 U U D D D D D u 7 c u O n O tla LL c c G p N •� aJ aU > s w U .0 -p ar ar w _W N N a3 J cz Q— LL 6 t¢' VI VI VI VI VI 0 W j( u N U U U U U > N Q O O nn U U U U U U U U U U U 3 • 2 0 Q Q Q Q Q u .Y v v Q Q Q Q Q Q Q Q Q Q Q aj c 7 > > > > > > > > > > > c W - ci Q Q Q Q Q w W LL x x x x x x x x x x xaj Ln LLIn O O O O Ln O Ln O O O O Ln Ln Ln Ln Ln O O o O O o c-I N N N N c-I N -1 -1 N N N N N N N N N N N N u 2 < LLLL cr tlA tlA tlA tlA tlA um O 7 — Q Q Q w Q Q •7 Q u u 0a f6 u u m u 7 7 C 'O 7 7 f6 7 'O � O O aJ O O .O O L2 L2 CL i C, L2 L.L Q VI VI O O VI VI VI O O O O O 3 O Q aJ aJ O ° N ° 4 4 n3 4 4 c 7 7 7 3 7 N 7 7 to lV O O O 4 .naj u 'O Al Al O to O +0+ C +0+ 4 7 U7 p 7 M M 7 O O E E E a E o Uw -aJ O -0aJ -0aJ U Janl a a tlA J 7 °°° w O ° ° u U ° U U ° 7 na 7 E E °A s E a o w �? E a v n°n v n°n n°n o m o o E U S ^� tlA C N N f6 O _ v C aJ U — a v ° 'E o Q Q a E o u a o ni u m m a — > E x v v E 7 v v E E o v v x a v U ° n3 d n3 n3 v v a U v v Q Q v 4 Q 4 7 7 u Q v w ai 4 O > — w 'O 'O 00 U v u Q S 4 E s M °- °- ,; sem+ 4 n3 s+ O O O O OM M K Y U K > ° ° °u ° aJ to to O- Q O > ° n3 s+ O LL ° LL LL hl nl Q U p > Q O u v u Q Q E E E 7 7 > a 3 > M v Q Q ° Q Q a u u Q ,L- Y 6 u a a 3 Y '3 3 u > ; a � L,J ° '3 E rn4 v ° oa 7 7 4 4 oa ° u > > > v w v o o w o 00 Q v u c o o s s v ° o a m w > �>a c Q Q a m z E z 7 Al ° O w o > U N UJ U ._ i aJ �n .n N aJ aJ U O Q E N +' _ E E CP E E L4 N M M w , s > U aJ 73 Q Q 7 4 Q E aJ 7, ajaJ Q 4 4 4 7 'O N 7 •7 Ou � Ou AlOu C C 7 U Y 4 4 N Q io io Alnl Al E 7 ^ Y Y E Y 3 3 ° ° Y E °o c v E N N v v E a, Q .� v 7 0 0 ° 7 7 7 ° w 7 7 7 7 7 ° 7 7 7 u E E o M E o a E ° ° o ° E E E o x v a o E E E E 0 a ° a a E 7 ° > E u E E w 0a o 00 0 - o ° o - a > - n3 > > 7 n3 u — o u Al >. Al >. u m > u 7 7 7 7 > u u u m s Y u u u m u o E E m m u a 0 0 0 O u u 6 > 7 w Q w Q 7 Q 7 0 O O O Q 7 7 7 — — 7 7 7 7 ._ 7 7 7 E -O -O N 'O 'O 'O 'O N n3 n3 n3 'O 'O 'O — 'O N — — 'O °- m 4 u 'O -O -O O- O LL U , Ou ° � 00 Ou O U' U' (7 C7 O O O O - K m m O O O E- O - U U O E 22 -,- u 0 � u a Q Q Q Q a U Q a u Q a a a u a a a i a i LZ a a s Q O X _ O K > 7 O •//7�}!� O c c Y — — O u 0 O u u aJ N 4-1 E . O aJ -X A' — U a a c v v v ° 7 LL > co Q > v s c 73 3 ° LL oa u° o > o > i H n3 _ w v, j O 0 0 oA O O N aJ a) O O 7 O C O 7 _ (7 O uo > a n3 w ° 0 7 s ° a a o v Q E ° o f °°° o o °c° a c c °A u° J u x Vf v v v v au n E ' x — aj — c J 0a a o J 0>n aE m LL s m v a n3 o a o v m E °A ° a ° o E d oa o 0 n Y v •- O o � c > 7 7 m aaj of 6i aj ° a° s ° c u a ° 7 7 w n w w (7 U x n a a > 3: �i Q Q m U � O Q ( u 7 na na na na na na � c c c c c c a On3 n3 n3 n3 n3 n3 ai L vv vv vv vv L2L2 -.2 uo L 4 4 4 4 a s w C C C C C C E E w f6 f6 f6 f6 f6 f6 w /� C C C C C C U M O O O O O O 7 7 Q tlA tlA tlA •� C C C s s aL U U U U U U U U U U U w w 3 •� Q Q Q Q Q Q Q Q Q QQ 7 7 7 7 7 7 S S s o o ai > > > > > > > > > > > .n .n .n .n .n .n 0a oa 0a O O c Waj Ln LLI OO V1 V1 O V1 V1 O V1 V1 V1 V1 O O Lr) c-I c-I N N N N N N N N V1 O Al u Al a) a) u < a) u n3 U LL u a) N n3 nn o c a ° 73 a) v s -0 T E 73 u pp Q U U b�A nA Q nf7 Cl) b�A nA nf7 K K nf7 nf7 V1 -° '° '° In N w w -° w U u 2 w w w c w u O rn 4 O O O u O — rn V1 O pp O O O •� •� O O N N — O -° O O O O Q ; aJ O O O O N a) O O 4 O Al — aJ Q Q E Q Q Q CL �- Q Q Q p p Q >= 7 Q Al Q O 7 a u u > �p Q O u •� > u u u U U u nJ p N ;_ > E u n o U a 7 7 7 c c E > E O aJ 00 O YO O c M- O O Q'O p aJ Q v O O O O 7 N 073 ° O °- °- c + f6 u °- io Q ° °-'o Q -6 Q u u Q O> O > * O * Q Y v Y ° c v v Y v Y Y Y Y Y Y m o o o o Y a a a, Eo0 0 o - ° 2m -u = -f° a `n nnU U O o00 t o O - O - 0 o N O I O rl o 0 n3 Y Y N O N Y Q O Y �^ Y �^ Y n3 n3 Y Q I M I O c'I 00 sem+ U v s+ nen F y., 3 Cn m N s+ E O n3 N E n3 'Y E ._ o O Al E E E E N o M o Al v E 4 'O v 4 n3 O .'-' C 4 Y •— aJ — 4 4 4 io io 4 -° CP nl CP N 4 7 c a) U nl 7 — 7 c 7 7 p 7 p O K K 7 N O 7 w v .n O O �n s0+ '— aJ .n .n .n i i .n 'O O O O Al u Al '^ aJ -° 7 aJ N n3 m a) >, x > Y aJ aJ aJ aJ Al u Al n3 aJ °- a 4 -O 'Y n3 a) 4 w N 4 J 4 J 4 0 0 4 M n3 O LL 0 4 '^ vl aJ O O > '^ nn— j n3 '^ U aJ S io aJ aJ >• > '� E O > O m nA m vl -O Q s 7 U iF f6 • aJ aJ VI 4 4 7 f6 f6 LL LL E o Y E w ^s E Y 3 c OT aU v E v E - E c c E 0 LL a, " > ° > E a c Q 3 v 3 0 v °A c u v U v U v O o v > �> w n>n a n3 E M -o ° o -- 7 E -a " E c ° a Y � � c a v E C E n n v n c u E v I� E E n 3 n v E E E E ° c w c w E 7 — "— — aJ 7 4 aJ N 7 O v v -° c c c O aci v �° v p w o w w Y Y - v w "' E .L E c - N s+ Al K +' 'O VI '-' ''' i '-' aJ aJ +-' to E •C E Q O E — n u Y E u 6 v o E a u Vl s E u v u v .� u op Y m 'E n3 'E U U E 0 0 0 .E v a u c 7 c v v 'u ° s u v Y Y u —° 3 c a ° v ° v E E v 3 'c C: Z) E °- O c 0 ° > ° z-- u Q c c 7 N O M M 3 O Q Q Y Y Q O O E O 7 = Q ° Q n3 N O aJ s+ fl_ u O m nI 1 s+ O O �n .n UJ 73 .. -0 s ° v a E •c jo °_ Y �-o °_ v -O E a, ';= u a, ° ° ° v>i v>i ° -° s 3 v o r a ° a ° v -° a s ° ° a c w o ° ° O O Y o v O = Y E d u nn t v E ° ° c E n3 E LL E LL E o o E J x -- E f6 f6 C m vl — aJ z N w N n3 — aJ aJ > a, aJ au aJ a, `—I M —— — f6 f6 f6 aJ Q a Q Q'� Y Q O Q 6 a) Q-O v u a Q Y Q Y CL (D (7 Q n3 n3 n3 nn nn na Q O u Q nn c v c u ^ O O nn O a O ^ � nn 7 s u t c O c O c O O O -O u nn nn na o p o O n3 n3 aJ Q aJ aJ U }' n3 aJ aJ aJ aJ V1 N N N f6 UJ U Q N O — > vl � aJ O O O w aJ w Lf1 Lf1 Ln c-I rI rl aJ aJ 3 '�+ U u -0 •'—^ 7 N c Q 7 f6 7 3 ._ 3 aJ — •aJ 7 aJ 7 aJ > > 7 VI VI VI VI VI VI 7 Q E ° c Q E O v O a s E o nn c E c 6 - Q- Q � Q n3 n3 Q E Q Q D D - 0 — c O n3 O s s O O O O O O vl vl aJ aJ v aJ n3 ° aJ ;n '� O In aJ p -° vl f6 vl vl v� aJ aJ ;n c c c c c aJ Y 7 7 '— Y 7 N Q Y 7 — 7 -O 7 Y 7 Y 7 Y vl vl Y 7 n3 n3 n3 n3 n3 n3 +�.+ o E E Y 2•2'on c 0 E a 3 Y E °U Y v E o f E E E E E 0 0 0 0 0 0 o o v O o s - 0 0 0 o nn nn nn nn nn nn o Al > o w w W w r c > nn J v > o as v u > E E > 0 0 0 n n n > Q — Q c Q C>- C>- Q Y Y Q N N N V1 V1 V1 Q a o v n3 u O a w o n3 O v n3 ° o o o o u 0 0 0 u 0 3 u 0 0 O O O u O u O u �n �n U O nl Alnl Alnl n n n U u Q a a o Q a Q a a 0 a a Q a Q a Q v> v> Q a u u Q x O H/ OM •� p > O �H u > 4-0 N c > ° n3 O E N p E fl- Or+ Q W Q = O vui nn aJ n3 E n -0 Oo 'o ar °u c nc 4-1 E Q o n m a a a H E a E o o c c 0 M v U O .� a LZ a ° m -cm a s a a v J o 0 0 o a 7 v n3 n3 n3 n3 u nLn > v V 2 d d u u w O K O V) N N N w 2 7 O LL O aJ L 72 nn nn nn nn nn u u u liE E E E E 'tn •tn •tn C: cm cm =O =O =O =O =O w A\ cz w w w In In In In In OO O LL V/ E E E O O O E E W M a3 m m m m O O O aJ aJ aJ U •� LS LT LT nn nn nn nn nn s s s s s = Q w w w E c c c c a s a i i LL v 3 .� 0 0 0 0 •o •o o •o mm n3 mm v W o 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 Ln LLI0 0 0 0 0 Ln Ln o o Ln Ln Ln Ln o Ln Ln Ln Ln o O c-I c-I N c-I c-I c-I N N N N N N N N N -1 N N c-I u c < a LL aJ v on on on s on on on on on on on on on on c c c o c c c c c c c c c c c c c c c c c c c c c c c c w w w w w w w w w w v o v o o a o 0 0 0 0 0 0 0 0 0 Q Q Q Q Q Q Q Q Q Q v -0 u o a E > E u u v c u u u u u u u u u u u u u u u 7 E > E ° ° 7 7 O 7 7 7 7 7 c 7 c 7 c 7 c 7 c 7 -0 77 O a r- a > o > o o v 0 0 0 0 o Q o Q o Q o Q o Q o Q > r > * o * Q Q v Q Q Q Q Q a, Q a, Q a, Q a, Q a, Q M �n �n �n u � Y m o o o Y Y 3 3 Y Y Y Y Y Q Y Q Y Q Y Q Y Q Y Y aaoloo , o0 �� a 0 0 0 0 0v0v0v0v0v0 s— M u U Q +0+ Q I I 01 W N C, sO+ aJ sO+ sO+ sO+ sO+ sO+ O 41 O 41 O 41 O 41 O 41 3 Y 3 N o 00 o n Y 3 Y v D Y Y Y Y Y z Y z Y z Y z Y z Y n3 n3 00 o m ' nI C) E E E E E E E E v E v E v E v E v E 'O 'O V�1 nl l0 4 -O 4 O 4 4 4 4 4 'O 4 'O 4 'O 4 'O 4 'O 4 0 0 0 ° ° ° n3 ° n3 ° n3 ° n3 ° O O O Al u Q aJ Q nl u Al n3 aJ Q aJ E � +Q+ .n u y u m n>a .n .n y 'ro ° 7 0 o LL LL ° ° ° m E LL v LL > > E 00 E On Y E v E v E v E v E E E E E E ° o ° >• c > On w On ° o c E n3 ° ° ° ° 0 0 0 0 0 Al oA w oA E N 4 c W �l W 'io O 3 4 U 4 U 4 U 4 U 4 ro 4 ro 4 ro 4 ro 4 ro 4 ° o 0 o E O c c w w E ° o 0 o E a cz E °A E °a E °a E Oa E > E > E > E > E > E -° Alu Al 7 -° w O w ° 7 -° Alu c c c O O O O O v c v E E c v AlnI a v c o c o c o c o c a c a c a c a c a c n3 u 73 Z) 0 3 u nn u w ._ .c 'c m °A m T LL aJ LL N 3 'c c : E aJ 3 LL aJ LL N aJ f6 aJ aJ aJ aJ aJ 7 aJ 7 aJ 7 aJ 7 aJ 7 aJ O > c > Q O E Z 7 Q O > c > Q c 3 co ° ° ° ° ° Q ° Q ° Q ° Q ° Q Q Q aj On w nn v .. v On w nn - 0 0 0 0 O O O O O aj aj o Q s 3 a, La o s v 0 O w Mu 0 0 0 0 0 0 0 0 0 0 n3 c E c n3 3 v O On v E c u Y LL Y LL Y LL Y LL Y d Y d Y d Y d Y d Y W — O _ ''' n3 c w -F, N N N N n3 n3 n3 n3 n3 .Y v _ _ _ _ _ E '� E v a —== v E 'c E v s v 3 a 3 a 3 a 3 a aj v v v v .0 o o °- .0 neM m CZ CZn CZ cm o o tlA u o o Q Y '.' v Q > Q > Q > Q > Q ° Q ° Q ° Q ° Q ° Q V1 O O O -Q w ._ 'O u 4 '° Q'° Q'° Q'° Q'° LL '° LL '° LL '° LL '° LL '° LL v .E E c v v n n n r r v v E c v o n3 'na v E v E v E v E v � v > v > v > v > v z aJ 7 = 7 N VI VI VI VI VI aJ 7 = 7 aJ aJ '— 7 O 7 O 7 O 7 O 7 7 M 7 M 7 M 7 M 7 W E s Q E Q Q Q Q Q E Q v v Q u Q u Q u Q u a s a s a s a s a s Q-0 3 cv oa a n c c c c c c v n 3 v oa v Oa n o v n a n a n a n a n a n a n a n a n a n 7 O G 2 +�.+ 7 f6 Y 7 ° 2 = E M n 7 c 7 E 7 E 7 E 7 Y 7 Y 7 Y 7 Y 7 Y 7 Y 7 Y 7 E E — M M M M E AlnI E s E v E E E E E E E E E E o On W - W W oa o m — o u o 0 0 0 0 0 0 0 0 0 U oA oA u O O O V1 V1 in > u " " nf6n >, N N u N u >, u >, u >, u >, u >, u >, u >, u >, u >, u >, u 7 N N N °- 7 N N N Ln Ln Ln °- 7 N N N °- 7 7 7 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q_ 7 Q V V V Ou p Al Al Al n ^ n Ou O V V V Ou > > O N Q 7 u �° O �° O �° O �° O �° O �° O �° O �° O �° O �° u u O u O u O u O u O u O u O u O u aC6 Q a m -0 u -0 v w Q aC6 Q rL rL a M a a Q a Q a Q a Q a Q a Q a Q a Q a Q a Q a c-I N c-I N c-I N c-I c-I c-I c-I c-I Q c-I c-I N c-I N c-I N c-I N c-I N c-I N c-I N c-I N c-I N c-I X u Q • = 2 v c c ° O O_ .0 c 0 N QaJ O a) aJ 03 oA E c m O to s LL O 0V) ar D (7 to > 3 N n3 > Q Q aJ aJ 7 fU6 _m tla u C f6 C C C C O aJ c = a� N n3 n3 n3 n3 •� c7 H cz To 'n _ vv cv � v • u O O io io u J n v v v = v °c° ' ° c E o 0 0 0 u n3 n3 n3 O aJ O D O c c cc Q J 4-1 w (7 (7 2 2 > > in (7 V u O LL O aJ L i -�2 a Qto tlA tlA tlA tlA tlA tlA tlA tlA u u u u u u u u u 0 W V/ c c c c c c c c f6 m m m m m m m vl vl vl vl vl vl vl vl vl m w A aJ aJ aJ aJ aJ aJ aJ aJ aJ vl vl vl vl vl vl vl vl vl vl (� 03 LL a, Ln LLI Ln n O O O Ln N c-I c-I N N N Ln u E 4L °U u � •U LW13 C S �e N O p tla-O Ca tlA bA N C C C C Q v w O v w v w v w 0 s p O O p O p 0 O p O u u u u u oa O 3 oa O a O oCa -Q 'O 'O OO- .OO YO u u —'73 u —'� u u m 73 v-a m -am -a -a O -m O O m O p Q CL -0_ O O O Ln 4NvCaJ LL oa Y 'p aJ LL Y LL Y LL Nf6 > N to > > > O m O O 4 Q 4 Q 4 Q u E -O E -O E o O p o to O �n 4 4 4 V1 N Q a C C C N N ^' a) oa E IO aJ I0 O N N O 'O N v " � n p ° O V1 N aJ O M O M V1 IQ C C f6 N O •7 4 N f6 M O f6 M O 73 m N O � Q O E o vi E c E o vi E E O vi E E O vi E a o u VI u N s •N s m U VI u U vl u U vl u •c °o aj uU' _ Y Y ,� c U c uu U c uu U - na x �n E ° j Ln ° ° ° ° x vx E ° x vx E ° x vx E v v -a v v a n3 c � �' � p � �' � p � �' vmx v ro n3 o f u Y s Ln E Ln E O E Q a nn 3 v c a 3 � 1O a, 3 Ln v 3 L Uu ° Q ° p p O O Q c aJ C p r, O Q p O Q Q Q C d p O ._ VI VI o •N N •N vi 4 VI VI O VI VI O VI VI O N f6 u 4 o o Y c v v c v v a o Y o o Y o o Y v u u E v u u E v u u E O o �+ f6 LL me N 73 f6 N a �+ f6 LL �+ f6 LL �+ f6 LL -p u LL Q E u �n u E u 'O u LL Q u LL Q u LL Q N Q -p v O i v 0 v -p C Q aJ Q aJ `1 vl O O tlA vl aJ O saJ+ aJ rI c-I N c-I C 4 to aJ E � � Q Q p u Q pn E � � Q E � � Q E � n 3 aJ s p o v o o v o o vO O v p > N N N N N 46 p , ov gu aE °u a x E a a, E O o oE E u p E Ep p73 2 p p p sv p .0 o x o o uuu o o a a48 a Q u o a QQa Q o c-I N c-I N c-I N c-I N c-I N c-I N cl N M cl Q X u A' O W � C a) u o u 0 .� u E > N O a l0 4-1 -O f6 D ci y/ Oi N oa00 a H c 0 OD 3 s 1 0 °p cm 73 v o c > a s {H aj L2 a o .� u u s 0 E 4-1D w in H > > u J V j 3 � O LL O O O O O O O :tlD `i O O O O O O D D D D D D u w f6 f6 f6 f6 f6 f6 w a u cm •� 0 0 0 0 0 0 C: E a a 3 C: c c c c c „, ai W w u aj t f BOYN , f itlil!;441, ls'ia`) E , RAooeoo .......... ... • - • • e • sod,R/0186//a 0 u tre a c hPro ram Ri Of ow W Y 01 -, U R BUSINESS ! The Boynton Beach CRA is excited to inform _ you about our Social Media Outreach Program! Our - • • - - • goal is to helpbusinesses within e CRA Districtestablish li e presence. The best ? is - •completely ! Renee ers, Social Media & Communications Specialist, is here to teach you the tools you need successfully market your business on social media ' and online platforms. This program aims to helpbusiness owners manage and learn how to utilize social media pages. We offer a range of services, from starting business accounts, building ad campaigns for events to special promotions, or posting day to day activity and products. tact us today to getstarted! INFORMATION:CONTACT • • . Name: • . • s Business: Email: Phone: ! �, � \ » . . � \ . �« �» >\ . § : (�_\��a=�� . � :_ «- . - �_.�2�±��J�»� � ° 7/ ® � .�� : , <�\ �K-�\ � \ \� - ©�� »\\�� - � � .- . .—. , � - . w � �. . - \ /�/� d� ` �< ._\« © -: < « . r ? , /\�? \ .. � � \ \\ \\: � \d\ I � ^ 2\ ^,� \ \�/ ` ` ® -- d\�/\- �\\ \ �. y : > - _ » : x « I» - - \? � ` ° �� a . : : : : : , \ l — ani Uy Y 1 a 1 I, AGENCYB E AC H C R A COMMUNITY REDEVELOPMENT CRA BOARD MEETING OF: August 10, 2021 OLD BUSINESS AGENDAITEM: 16.G. SUBJECT: Discussion and Consideration of the Interim Executive Director of the CRA SUMMARY: On June 17, 2021 the CRA Executive Director provided his letter of resignation to the CRA Board with an amendment letter submitted to the Board on July 9, 2021, revising the last date of employment and agreed to stay with the Agency through the July 13th and August 10th meetings to assist with the transition prior to leaving (see Attachment 1). At their July 13, 2021 meeting, the CRA Board approved a motion granting the the Assistant Director, Thuy Shutt, the ability to transition into the role of Interim Executive Director to begin on August 13, 2021. Ms. Shutt has been the Assistant Director for the Boynton Beach CRA since July 24, 2017. Because of the high level of professional achievement in Agency operations and management, Ms. Shutt has received the highest annual review rating and pay increases possible from the Executive Director for the past four review periods. Prior to her joining the Boynton Beach CRA, Ms. Shutt was the Assistant Director for the Delray Beach CRA for and the Assistant Director for the Westgate CRA, as well as a Project Manager for Centex Homes and Urban Designer/Project Manager for the Delray Beach CRA, Principal Site Planner for PBC Planning and Zoning (see Attachment 11). Ms. Shutt is a Certified Redevelopment Administrator and earned an architectural degree from Virginia Tech University and holds an active architectural license in the State of Florida. Based on her career experience and level of professional achievement in the field of redevelopment, Ms. Shutt far exceeds the necessary qualifications for the Board's consideration to become the next Executive Director. FISCAL IMPACT: FY 2020-2021 General Fund Budget, Executive Department; Line Item #01-51230-100: $144,787.00 CRA BOARD OPTIONS: 1. The CRA Board may determine that it is in the best interest of the Agency to name Ms. Thuy Shutt as the Interim Director and to direct legal counsel to prepare an annual contract agreement for the position of Executive Director to be considered on the next available agenda. 2. The CRA Board may determine that it is in the best interest of the Agency to name Ms. Thuy Shutt as the Interim Director and begin a competitive search for the position of Executive Director. 3. Alternative direction based on CRA Board discussion. ATTACHMENTS: Description D Attachment I - Resignation and Amendment Letter D Attachment II -Thuy Shutt's Professional Qualifications Roy Michael Simon jr. 157 Lakeland Ridge g Chelsea,AL 35043 561-706-6657 rmichaelsimonjr@yahoo.com July 9,2021 CRA Board Chair and Board Members Boynton Beach CRA 100 E. Ocean Avenue, Fourth Floor Boynton Beach, FL 33435 Re: Amendment to Letter of Resignation dated June 17,2021 Dear Board Chair Grant,Vice Chair Hay,Board Members Katz,Romelus and Penserga: Please accept this as an amendment to my Letter of Resignation submittedto you on June 17, 2021 (attached), revising my departure timeline from September 30, 2021 to the amended date of August 12, 2021. In order to best serve the agency and provide staff with any transitional assistance needed,I will continue to fulfill the duties and responsibilities of my position until the date referenced above. As we previously agreed, I will be working remotely during this period and will be attending the August 10,2021,CRA Board meeting in person. Again,words cannot express to you the level of gratitude I feel toward the CRA Board for allowing me the opportunity of working at the Boynton Beach CRA over the past 15 years. The current team of staff at the CRA are the best in the business and we are very fortunate to have them working for the CRA. The Agency has a great deal to be proud of and many more wonderful things to accomplish. Wishing you all the very best in your personal and professional endeavors. Thank you for your many years of leadership and support. Very truly yours, Michael Simon cc: Thuy Shutt,Assistant Director,Boynton Beach CRA Staff,Boynton Beach CRA Tara Duhy, Legal Counsel,Boynton Beach CRA Roy Michael Simon Jr. 157 Lakeland Ridge Chelsea,AL 35043 561-706-6657 rmichaelsimonjr@yahoo.com won June 17,2021 CRA Board Chair and Board Members Boynton Beach CRA 100 E. Ocean Avenue, Fourth Floor Boynton Beach,FL 33435 Dear Board Chair Grant,Vice Chair Hay,Board Members Katz,Romelus and Penserga: Please accept this letter as my formal resignation as the Executive Director of the Boynton Beach CPA The decision to leave this incredible position, staff,company and community for which I have sincerely loved working, was made based on my family's desire to relocate to an area outside of Birmingham, Alabama in order to be closer to our children and grandchildren. In order to best serve the agency and staff,I will continue to fulfill all of the duties and responsibilities of my position throughout my remaining contract period until September 30, 2021. This will provide staff and the agency with any transitional assistance needed. During this period, I will be working remotely and attending the CRA Board meetings in person. My last day of agency employment will be at the expiration of my accumulated vacation and sick leave. Words cannot express to you the level of gratitude I feel toward the CRA Board for allowing me the opportunity of working at the Boynton Beach CRA over the past 15 years. The Boynton Beach CRA has grown and matured during this time period and I am proud to have had a part in guiding that growth, maturity and redevelopment. I look forward to watching all of the agency's future success and wish you all the very best in your endeavors. Thank you for your many years of leadership and support. Very truly yours, Michael Simon cc: Thuy Shutt,Assistant Director,Boynton Beach CRA Staff,Boynton Beach CRA Tara Duhy,Legal Counsel,Boynton Beach CRA th 102 NE 12 Street Delray Beach Florida, FL 33444 561-665-0145 shutts4p_att.net T--My T. s+-�T r LAND DEVELOPMENT/BUILDING DESIGN AND CONSTRUCTION Extensive supervisory and project management experience in land entitlement/development, community redevelopment and revitalization, consensus building, public relations, and organizational improvement in both private and public sectors; thorough knowledge of local and state land development codes (including code research, development, amendment, and implementation), principles and practices associated with urban and site design, historic preservation, affordable housing, green building and site design, and building design and construction; and,familiarity with real estate acquisition, leveraging and financing, Florida Building Code, Statutes (Chapter 163) and FAC, and federal, state, and local government procurement procedures (CCNA, RFP/RFQ/RFI for design-build, construction, and land acquisition/disposition projects). BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, Boynton Beach, FL 7/17—Present Assistant Director—Assisted and serve in the CRA Executive Director's absence in the operation of the agency and the implementation of projects and programs contained in the 2016 Boynton Beach Community Redevelopment Plan; involved in all aspects of the organization including policy making, budgeting, planning, personnel supervision and management; communications and public relations, property management, grant writing/d eve lopment/administration, and project management of capital projects in the CRA district; provide training and oversight of staff for compliance with procurement requirements; contract negotiations; initiated and developed new programs and implemented new organization procedures to streamline processes for improved quality control. Accomplishments Responsible for securing $2.9 Million in FDOT and EFLAP funding for Boynton Beach Boulevard Complete Street Project, and $311,483 of SWA Blighted and Distressed Property Clean-up and Beautification Grant Program funding for demolition and beautification projects; developed Rules and Regulations and Rental Agreement and managed the renovation of the Historic Womans Club of Boynton Beach; developed form documents used in preparation and evaluation of requests for proposals, qualifications, bids, and letters of interest (RFP/RFQ/RFB/LOls)for Ocean Breeze East, Cottage District, MLK Jr. Boulevard Mixed-Use, and 115 N. Federal Highway Infill Mixed Use Redevelopment projects as well as procurement of ongoing services such as landscape maintenance, graphic design, and website design; collaborated with City of Boynton Beach on design and/or construction of Town Square Municipal Complex, Sara Sims Park Renovation, Model Block and NW 11th Avenue infrastructure improvements, and Boynton Beach Boulevard Complete Street projects; oversaw awards program application submissions; developed standard reporting format and measurable outcomes for SMOP; and, developed and administered the Nonprofit Organization, Neighborhood Sign Improvement, and Affordable and Workforce Housing Grant Programs. DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, Delray Beach, FL 3/15-7/17 Assistant Director—Supervise professional and administrative staff; assist the CRA Executive Director in the operation of the agency and the implementation of projects and programs contained in the Community Redevelopment Plan; involved in all facets of the organization including policy making, project management, budgeting, planning, personnel management; communications and public relations (social media, website, press releases, tours, etc.), property management, project management of CIP projects in the CRA district; supervised staff to ensure projects and programs are completed timely and within budget; initiate and develop new programs and projects to furtherthe CRA's objectives for the revitalization of blighted areas, encourage economic development and the provision of affordable housing; ensure that programs, projects and plans are carried out in accordance with all applicable laws, development agreements, and in accordance with the CRA policies and procedures; meet with development professionals, City staff, and the public regarding redevelopment activities; grant writing, monitoring, and implementation (responsible for $122,480 of SWA grant awards); assist in the preparation, coordination, and evaluation of requests for all proposals, qualifications, bids, and letters of interest (RFP/RFQ/RFB/LOls) for projects in CRA area; and responsible for design, construction, and procuring management staff for the Arts Warehouse. WESTGATE/BELVEDERE HOMES COMMUNITY REDEVELOPMENT AGENCY,West Palm Beach, FL 1/07-3/15 Assistant Director — Oversee and supervise Agency's staff, consultants, and programs, develop/manage CRA projects and public-private-nonprofit partnerships, and review/make recommendations on private development projects; liaison between CRA and County staff for all projects in the CRA; property acquisition; grant development, writing (responsible for over $4.5 Million of CDBG/DRI and NSP2 grant awards), administration (Federal, State, local, and nonprofit), and implementation (acquisition through construction/sales); proforma development and funding analysis; assist in annual budget and preparation for financial audits;developed marketing and outreach strategies for CRA; website and social media development/management; draft and review/make recommendations for all Comprehensive Plan and ULDC amendments; and participated in County's Urban Redevelopment Area and other revitalization efforts. r",fir F 102 NE 12th Street Delray Beach Florida, FL 33444 561-665-0145 shutts4p_att.net Tr tuy T.sI-ffKTT t.s.Arch, Delray Beach, FL 5/06- 1/07 Principal and Owner- Consultant for Palm Beach County Planning, Building, and Zoning Department and private sector clients specializing in planning, zoning, code development and implementation, staff training/supervision, entitlements, expert witness, and architectural services. CENTEX HOMES, Boynton Beach, FL 10/05-5/06 Senior Land Entitlement Project Manager — Project management of traditional and mid-rise residential, commercial, mixed-use, and/or redevelopment projects; oversaw due diligence and feasibility phase; provided entitlement support for all aspects of real estate development including proforma preparation, product development, land acquisition and development, construction, and marketing/sales; directed and managed consultant team for projects located from Indian River County to Dade County; developed scope of services and reviewed development proposals for consultant services and prepared/managed project budget; and monitor emerging trends, legal issues, and government policies affecting projects. DELRAY BEACH COMMUNITY REDEVELOPMENT AGENCY, Delray Beach, FL 1/02-10/05 Urban Designer/Project Manager — Project and budget management (planning thru construction) of redevelopment projects, planned, initiated and directed RFP/RFQ procedures for procurement of consultant services including CCNA requirements, selection committee policies and procedures, and reference verification procedures; assisted with amendments to the CRA Plan; created project management guidelines and structure for CRA/CIP projects with City; developed, negotiated, and managed all professional consultants' continuing contracts; oversaw the development and implementation of the downtown design guidelines ordinance; developed and directed scope of services for affordable housing and mixed-use development projects; reviewed and presented recommendations for development proposals with- in the downtown area; management of 31-member Downtown Delray Master Plan Implementation Committee consisting of key stakeholders (elected and appointed officials, City staff, nonprofits, business and community leaders, and citizens); consensus building/inclusive partnerships with community stakeholders; compiled Census data used as base for property assemblage/acquisition; site planning and graphic design/marketing; initiated and implemented a paperless system for development projects. PALM BEACH COUNTY PLANNING &ZONING,West Palm Beach, FL 2/94 - 1/02 Principal Site Planner-Code Revision/Architectural Review/Building Permit/Public Information Sections, experience also in each of following sections: Public Hearing Section (Zoning Commission/Board of County Commissioners) Interim Principal Planner, Development Review Committee, Board of Adjustment. Responsibilities Supervised 13 professional (job creation/hiring/firing/performance review) and technical/clerical staff responsible for interpretation of land development regulations (preparation of staff reports, board packets, legal ads, development review, implement Design Guidelines Ordinance; supervised Managed Growth Tier System (MGTS) Implementation (Unified Land Development Code re-write); procurement and/or administration of consultant contracts (landscape architects, land planners, and RF engineers); supervised building permit, code revision, and Zoning Division file room functions; assisted in development of Zoning Information Center (coordination of internet/intranet applications, digital zoning map, and ePZB project); inter-divisional coordinator for Planning, Zoning, and Building Divisions on Comprehensive Plan Amendment, Code Enforcement, and Building permitting/inspections issues; developed and implemented training manuals (inter-divisional); budget preparation and management for sections; space and facility planning and expert witness for Division; and, participated in Sand Castle, Lake Worth Road Corridor, and Southern Boulevard corridor redevelopment initiatives. PLANNING & ARCHITECTURAL CONSULTANT 1/92-2/94 Delray Beach CRA, Delray Beach, FL Graphic base for downtown urban design and downtown parking study, Bridge Tender's House Renovation, Affordable housing prototypes, reviewed and prepared short-list of professional consultants for request for qualifications. CURRIE SCHNEIDER & ASSOCIATES AIA, PA (nka Currie Sowards Aguila & Assoc.), Delray Beach, FL 8/91 - 2/94 Project Manager - Responsibilities included project management, site planning, construction documents, contracts, code research,specifications,graphics, interior design, marketing, and presentation to clients, government officials, and advisory boards. Representative projects included downtown redevelopment, historic preservation and adaptive re-use, fire stations, municipal parks, US Embassy—Madrid, Spain, automotive dealerships, educational and cultural arts facilities, civic center, commercial, single and multi-family residential, mixed-use, office, and tenant improvements. Projects include Delray Beach Old School Square Cultural Complex, Bert Fish Building Restoration (Downtown DeLand, FL), Palm Beach Jr. College Restoration (nka Dreyfoos School of the Arts complex), and US Embassy Cafe/Lounge Renovation (Madrid, Spain). 'e g r 2 102 NE 12th Street Delray Beach Florida, FL 33444 561-665-0145 shutts4p_att.net Tr tuy T.sI-ffRTT VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY(Virginia Tech), Blacksburg, VA 9/85-5/91 College of Architecture and Urban Studies Bachelor of Architecture (5-yr Professional Degree) College of Engineering (Mechanical) Florida Redevelopment Association Community Redevelopment Administrators Certification (October 2011) Florida Board of Architecture and Interior Design — License#AR0015422 National Council of Architectural Registration Board (NCARB) Certificate -#48326 American Institute of Architects (AIA) - #30196553, Housing Knowledge Community Member (2017 National Convention Panelist), and AIA Palm Beach Chapter-Women in Architecture TCRPC's COVID-19 Response and Recovery Task Force 6/21-6/22 Treasure Coast Regional Planning Council's Comprehensive Economic Development 1/1/20-Present Strategy Committee (CEDS) Palm Beach County Overall Economic Development Program Committee (OEDP) 7/09-7/10 Zion Race Relations Study Circle, Archivist 5/07-2010 Palm Beach Chapter of the American Institute of Architects Silver Medal Community Service Award 12/3/09 City of Delray Beach Housing Authority(DBHA) 7/06-7/09 City of Delray Beach Site Plan Review and Appearance Board (SPRAB) 9/96 -9/00 City of Delray Beach Large Home Task Team 1/97-7/97 City of Delray Beach Visioning Process Participant 2000-2012 Proficient in MS Office Suite (Word, Excel, Access, PowerPoint, Publisher, Outlook), MS Project, Adobe Creative Cloud Suites, Expedition, WordPerfect; familiarity with Arc Map (GIS), AutoCAD, drafting, graphic design, Mailchimp, and WordPress; current with continuing education in sustainable design and health safety welfare; fluent in English and Vietnamese, familiarity with French;classical violinist; 4th Dan Black Belt in TKD. Available upon request 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 NEW BUSINESS AGENDAITEM: 17.A. SUBJECT: Consideration of Award and Contract for Responses to the Request for Qualifications and Proposals for the Management of the Boynton Harbor Marina SUMMARY: The current contract with Waypoint Marine, Inc., for management services of the Boynton Harbor Marina fuel dock and commercial dock slips, is due to expire on October 1, 2021. In accordance with the BBCRA Procurement Policy, a Request for Qualifications and Proposals (RFQ/RFP)was issued on June 17, 2021 to solicit experienced marina management companies to provide services to the BBCRA for the on-going operation and management of the fuel dock and commercial dock slips at the Boynton Harbor Marina. The selected company will be responsible for the daily operation of the fuel dock, gasoline and diesel fuel sales and orders, weekly/monthly sales reports and staffing. The selected company would also be responsible for the management of the Boynton Harbor Marina, including slip rent collection, enforcement of the terms and conditions of the Dock Lease Agreements, hurricane plan development& implementation as well as the daily supervision of the slip area. The proposal submittal deadline was July 20, 2021 at 2:00 p.m. The published RFQ/RFP and Addendum No. 1 are provided as Attachment I. Three proposals were submitted by the following entities: • Waypoint Marine, Inc. (Attachment II) • Oasis Marinas, LLC (Attachment III) • Matthew Spain (Attachment IV) BBCRA staff reviewed each proposal to make a determination as to whether each proposal met the minimum submission requirements, including whether the proposals were complete and fully complied with the terms and conditions outlined in the RFQ/RFP. Each proposal was evaluated on the information provided by the proposers and the following criteria: • Proposer's qualifications and experience within the local market area, particularly within the marine area from Jupiter to Boca Raton, Florida. • Proposer's experience with governmentally owned marina facilities. • Qualifications of key personnel. • Acceptability of fee structure for services. Review Criteria Respondents Cumulative Scores (In descending order of preference/ranking) 1. Waypoint Marine, Inc. 115 2. Oasis Marinas, LLC 34 3. Matthew Spain 141 BBCRA staff's sufficiency review and evaluation results are provided as Attachment V. Please note that lowest cummulative score indicates the highest ranked respondent. The results indicate that Waypoint Marine, Inc. is the top ranked respondent and also provided the lowest cost proposal of $217,500 annually. For the reasons stated above, and from previous working experience with Waypoint Marine, Inc., staff recommends that the Board award the bid and direct BBCRA staff to commence contract negotiations with Waypoint Marine, Inc. Attached is a draft Fuel Dock & Slips Management Services Agreement prepared by CRA staff and legal counsel (Attachment VI). The basic terms of the Agreement are as follows: • Three (3)year contract with the option to renew for two (2)additional three (3)year terms. • A cost not to exceed $217,500 annually • Ability for Contractor to receive a three percent (3%) increase per year for subsequent years • 60-day termination via written notice Since time is of the essence, BBCRA staff is also requesting that the Board authorize the Chair to execute the successfully negotiated agreement, subject to legal counsel's final approval. FISCAL IMPACT: FY 2021-2022 Budget, General Fund Line Item 01-51630-241 -$217,500.00 FY 2022-2023 Budget, General Fund Line Item 01-51630-241 - $224,025.00 - includes 3% annual increase of ($6,525.00) FY 2023-2024 Budget, General Fund Line Item 01-51630-241 - $230,745.75 - includes 3% annual increase of ($6,720.75) If the CRA chooses to exercise the renewal options, an additional 3% will be added to the contract price for each subsequent year. CRA PLAN/PROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan - Downtown District CRA BOARD OPTIONS: 1. Approve the Agreement with Waypoint Marine, Inc. in the amount not to exceed $217,500 to provide fuel dock& slips management services for the Boynton Harbor Marina and authorize the CRA Chair to execute the agreement upon final review by legal counsel. 2. Do not approve the Agreement with Waypoint Marine, I nc. in the amount not to exceed $217,500 to provide fuel dock& slips management services for the Boynton Harbor Marina. 3. Provide staff with an alternative direction. ATTACHMENTS: Description D Attachment I - RFQ/RFP and Addendum 1 - Marina Management Services D Attachment V -Sufficiency Checklist and Evaluation Results i �Ai,y�xri t . r BOYN [alhs ¢ �, B RA OMS REDEVELOPMENT GC BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS & REQUEST FOR PROPOSALS For BOYNTON HARBOR MARINA FUEL DOCK& MARINA SLIPS MANAGEMENT SERVICES The Boynton Beach Community Redevelopment Agency (BBCRA) will receive sealed price proposals in its office, 100 E. Ocean Avenue, 4th Floor, Boynton Beach, FL 33435, on or before July 20, 2021, no later than 2:00 p.m. Eastern Standard Time (all time referred to in this document is based on Eastern Standard Time), as determined by the time stamp or clock at the BBCRA's reception area set up on the 1st Floor Lobby. Responses 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. The RFP/RFQ documents, including all related attachments, must be obtained from the BBCRA office or website at www.boyntonbeachera.com. BACKGROUND: The Boynton Beach Community Redevelopment Agency (BBCRA) is seeking statements of qualifications and proposals from qualified marina management companies to provide the full-time marine fuel dock and commercial marina slip operations/services management. The contract agreement between the BBCRA and the firm selected shall be renewable and agreed upon on a three (3) year basis. Services desired include, but shall not be limited to, daily operation of the BBBCRA owned fuel dock and marina,preparation and implementation of a marina hurricane plan, performance of any and all dock master services for the marina and the management of all marina structural facilities. The BBCRA guides redevelopment activities that will assist in the creation a vibrant downtown core and revitalized neighborhoods within the +/- 1,650 acre district in eastern Boynton Beach. The BBCRA purchased the Boynton Harbor Marina in 2006 and Fuel Dock in 2007. Since that time the BBCRA has undertaken and completed projects such as the Marina Slip Reconstruction Project, the Boynton Beach Boulevard Extension, Marina Entry Tower Feature, Harbor Master Building and the Boynton Harbor Marina Open Space, to name a few. FUEL DOCK AND MARINA DESCRIPTION: The BBCRA purchased the existing fuel dock site and reconstructed 18 slip marina located at 735 Casa Loma Boulevard, Boynton Beach, FL 33435 (aerial map attached) with the intention of providing continued public access to the waterfront as well as preserving the local commercial fishing, diving and boating trades in Boynton Beach. The fuel dock facility currently provides both gas and diesel fuel to public boaters and commercial vessels as well as ice, snacks and limited beverages. Sales of gasoline range from 14,877 to 40,873 gallons per month and diesel fuel sales range from 3,998 to 6,608 gallons per month. The Fuel Dock and Marina operate seven days a week from 8 a.m. to 5:30 p.m. including holidays. 1 The marina facility operates seven days a week primarily to commercial charter fisherman, dive boats, boat rentals and future water taxi. The marina also offers overnight, transient slips when available. There is currently no pump-out station provided to tenants. MANAGEMENT AND OPERATION SERVICES: A. General Operation: Proposer will operate the fuel dock and marina in the same manner as is customary and usual in the operation of comparable facilities for the account of, and so far as is economically and legally possible, in accordance with the same procedures, practices, management techniques and other rules of operation used by similar fuel docks and marinas and those managed by Proposer for the account of others (except where this agreement shall specifically provide a different procedure, practice, and so forth). The Proposer will also be responsible for implementing appropriate health and safety practices, including any associated with the COVID-19 pandemic, for all customers, employees, tenants, and members of the public. B. Employees: Independent Contractor. Proposer shall have, in its employment at all times, a sufficient number of capable employees to enable it to properly, adequately, safely and economically manage, operate, maintain, and account for the fuel dock and marina. All matters pertaining to the employment, supervision, compensation, promotion and discharge of employees are the responsibility of Proposer, which is in all respects the employer of those employees. Notwithstanding anything to the contrary, BBCRA shall be notified at least five days prior to the proposed replacement of the fuel dock and marina's general manager. The replacement of any general manager will be subject to the review and approval of BBCRA. Proposer shall fully comply with all applicable laws and regulations having to do with worker's compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects. Proposer represents that it is and will continue to be an equal opportunity employer and must advertise as such. All employment arrangements are therefore solely Proposer's concern and BBCRA shall have no liability with respect to those arrangements. The Proposer will not be an employee of the BBCRA, nor will any of Proposer's employees be employees of the BBCRA. The Proposer will be engaged independently in the business of managing properties on its own behalf as an independent contractor. C. Income: The establishment of all prices, price schedules, rates and rate schedules shall be subject to BBCRA's prior written approval, and Proposer shall use diligent efforts to collect all income of any type and nature which may become due from time to time or at any time for goods and services provided in connection with the fuel dock and marina or any portion of it. Proposer shall collect and identify any income due BBCRA from all fuel and marina operations except the convenience items separately provided for in Paragraph E below. All monies so collected shall be deposited daily in the operating accounts, as defined below. In connection with any collection efforts, only legal counsel or a collection firm approved by BBCRA shall be retained. All legal expenses incurred in bringing such approved suit or proceeding shall be submitted to BBCRA for its prior approval. Proposer shall not write off any income items without the prior approval of BBCRA. D. Repairs: Subject to the approval of the BBCRA, the Proposer shall be responsible for making such repairs, alterations and decorations for the fuel dock and marina as Proposer may deem reasonable and necessary for the proper maintenance and operation of the fuel dock and marina. However, no contract for repairs, alterations or decorations involving a single expenditure, in excess of $250.00, shall be entered into without written notice to, and written approval of, BBCRA having first been obtained. In the event of an emergency requiring prompt action for the protection or safety of the fuel dock and marina or its occupants, Proposer shall be empowered to take necessary action without prior approval, after which a written report of the occasion for action and the action taken shall immediately be made to BBCRA. 2 E. Convenience Items: The Proposer shall have the right sell convenience items from the fuel dock facility. The sale of convenience items shall be the right and sole responsibility of Proposer. Proposer shall be responsible for obtaining all necessary permits for the sale of convenience items. Notwithstanding, BBCRA shall have the right to approve, in advance, in writing a list of items to be sold. Sale of any unapproved items shall be a breach of this agreement. Convenience items shall mean but not be limited to ice, bait, snacks, fishing tackle and oil. The cost of purchase of inventory of convenience items shall be the responsibility and cost of Proposer. Proposer shall pay to BBCRA five percent (5%) of gross sales less sales tax as the fee for the right to sell convenience items. Proposer shall account for purchase and sales of convenience items on the same schedule and to the same detail as for fuel dock sales and services. Except as otherwise directed by BBCRA in a particular case all concessions and licenses for the sale of the convenience items shall be in Proposer's own name as Proposer for BBCRA and not in the name of BBCRA. F. Accounting: All books, accounts and records maintained on site for the operation of the fuel dock and marina slips, shall be open at all reasonable hours for inspection and audit by BBCRA or any qualified and experienced accountant selected by BBCRA for that purpose. In all cases, proper identification must be given to the general manager in charge of the fuel dock/marina before inspection will be granted. At the sole discretion of the BBCRA, within four(4) months after the close of each fiscal year an audit shall be made of the books and accounts, by independent auditors, satisfactory to BBCRA, which shall be an expense of operating the fuel dock and marina and not the responsibility of Proposer. G. Service Agreements: Generally, the Proposer shall negotiate service and other contracts reasonably necessary or desirable in connection with the operation of the fuel dock and marina in the usual course of business, except that Proposer shall not enter into any contract for cleaning, maintaining, repairing or servicing of the fuel dock and marina or any of the constituent parts that requires annual payments, in excess of $250.00, without the prior written consent of BBCRA. As a condition to obtaining that consent, Proposer shall supply BBCRA with a copy of any such proposed contract and shall state to BBCRA the relationship, if any, between Proposer (or the person or persons in control of Proposer) and the party proposed to supply the goods or services, or both. All service contracts shall: (a) be in the name of Proposer, (b) be assignable, at BBCRA's option, to BBCRA or BBCRA's nominee, (c) include a provision for cancellation by BBCRA or Proposer upon not less than thirty [30] days' written notice, and (d) require that all contractors provide evidence of sufficient insurance. If this agreement is terminated pursuant to Section Nine, Proposer shall, at BBCRA's option, assign to BBCRA or BBCRA's nominee all service agreements pertaining to the fuel dock/marina. H. Inventory, Supplies and Equipment: During the BBCRA's annual budget process, BBCRA shall approve the overall operating and maintenance budget for the Boynton Harbor Marina and Fuel Dock facility. BBCRA shall purchase all inventories, provisions, supplies and equipment as Proposer may deem reasonably necessary in order to properly maintain and operate the fuel dock/marina with the exception of those items as described in Paragraph E above. I. Compliance with Laws: Proposer shall be responsible for full compliance with federal, state and municipal laws, ordinances, regulations and orders relating to the renting, use, operation, repair and maintenance of the fuel dock and marina and with the rules, regulations or orders of the local board of fire underwriters or other similar body. In particular, Proposer shall be responsible for full compliance with all laws, rules and regulations relating to the storage and sale of hazardous materials as hereinafter further provided. Proposer shall promptly remedy any violation of any such law, ordinance, rule, regulation or order which comes to its attention. Expenses incurred in remedying such violations will be paid for by the BBCRA. If the violation is one for which BBCRA or other title holder might be subject to penalty, Proposer shall notify BBCRA within three [3] business days to the end that prompt arrangements may be made to remedy the violation, provided that any and all costs, fines and penalties payable as a result of the violation accruing between the date of Proposer's first 3 receiving actual notice of the violation and the date Proposer gives notice to BBCRA shall be borne by Proposer. J. Hurricane Preparedness: Proposer shall be responsible for developing a hurricane plan for the fuel dock and marina that will implemented in the event of a hurricane. The plan should be consistent with actions typical and customary to fuel dock and marina industry standards. The hurricane plan must be approved by the BBCRA in writing. K. Taxes; Mortgages: Proposer shall, if so requested, obtain and verify bills for real estate and personal property taxes, improvement assessments and other similar charges that are or may become liens against the fuel dock and marina and may recommend payment or appeal as in its best judgment it may decide. Proposer shall forward the bills to BBCRA for payment by BBCRA in time to permit BBCRA to avoid penalty for late payment or to permit BBCRA to take advantage of discounts. Proposer shall not make any payments on account of any ground lease, mortgage, deed of trust, or other security instrument, if any, affecting the fuel dock and marina. L. Leasing: Proposer shall not lease any space to other purveyors whether for convenience items or other items without the prior written consent of BBCRA. M. General: Subject to the terms and conditions of this agreement, Proposer shall perform all acts reasonably necessary in connection with the operation of the fuel dock and marina facility in an efficient and proper manner and in accordance with standards and policies established or to be established by Proposer for the operation of a first-class fuel dock and marina. N. Insurance: 1. Workers Compensation - Proposer must furnish a copy of policy evidencing workers' compensation and including Additional Insured status in favor of BBCRA. 2. Marina Operators Legal Liability including Comprehensive General Liability of at least $1,000,000.00 combined single limit per occurrence, with minimum $2,000,000 Aggregate Limit, including Pollution coverage, Hired and Non-Owned Auto Liability, and Liquor Legal Liability if licensed to sell beer, and including Additional Insured status by endorsement in favor of BBCRA. A copy of the policy shall be furnished to BBCRA. An Umbrella/Excess Liability policy shall be provided at a minimum of $3,000,000 occurrence/aggregate, and a copy of the policy furnished to BBCRA. Crime insurance shall be for an amount not less than $25,000.00 per occurrence. The certificate shall have attached an endorsement that BBCRA will be given at least ten [10] days'prior written notice of cancellation of or any material change in the policy. O. Additional Insurance: Proposer shall be responsible for any insurance Proposer deems appropriate for insuring the convenience items and any equipment Proposer places in the fuel dock and marina. Proposer shall carry such other insurance as reasonably required by BBCRA. P. 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 Proposal, the Proposer(s) 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. 4 STATEMENTS OF QUALIFICATIONS AND REQUIRED ELEMENTS OF PROPOSALS: Interested firms shall provide the following information in the following format: Section I — Cover letter — Section I shall include a cover letter which will provide a brief summary of the firm and who the principal point of contact will be for the services. It is the desire of the BBCRA to have one (1) point of contact. Section 11 — Firm's qualifications — Section 11 shall provide a detailed description of the firm in relationship to the services being offered. This section shall include: • A detailed description of experience and qualifications for the services being offered including but not necessarily limited to: o Years providing the services being proposed. o Three Professional References for similar services being proposed. o List of similar facilities currently under management or previously managed. • Organizational chart listing the principal point of contact, key professional staff, and other key support staff who are anticipated to work at the fuel dock and marina, and illustrating how the company is organized to provide the services being offered. • Any licenses, certifications or other related professional credentials held by the company, including a certificate of good standing from the Secretary of State, Division of Corporations. • Information on professional liability, workers compensation and other appropriate insurances carried by the company. • List and description of any outstanding claims against the company. • List and description of any management projects from which the company has been relieved of duty. • Other appropriate information as determined by the company. Section III — Key personnel qualifications — Section III shall provide a detailed description of the individuals and their qualifications in relationship to the services being offered. This section shall include: • A list of each person anticipated to provide service for the BBCRA under this solicitation and their relevant experience including: o Education. o Years of experience. o References for similar services being proposed. o List of projects. o Any licenses, certifications or other related professional credentials held by the individual. o Other appropriate information as determined by the company. Companies which offer their services for the service noted above acknowledge that the personnel described in their statements of qualification are an important component to selection. Further, it is the obligation of any firm selected to immediately notify the BBCRA if one or more of the key personnel become unavailable to work on BBCRA projects on either a permanent or temporary basis. Removal, replacement and/or substitution of any key personnel may cause the company to be disqualified from providing service to the BBCRA at the BBCRA's sole and absolute discretion. Section IV — General Business Terms — Section IV shall provide the general business terms under which the company typically provides services. Those general business terms shall include: 5 • Typical method of contracting — the company shall provide information on their typical method of contracting for the services required herein. The BBCRA anticipates providing the selected Proposal a monthly payment for services rendered based on the annual fee schedule. • Contract form—Any contract awarded from this RFP will be in the form negotiated with the successful proposer and in a form approved by the BBCRA attorney. • Provide a certificate of good standing from the Secretary of State of Florida, and from the state in which the corporation is headquartered, if not Florida. • 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(4) years,providing the case number, case description, the state of jurisdiction, and disposition (or current 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. • Term and Termination—the BBCRA intends to enter into an agreement with selected firm for a three (3) year period with the option for two additional three (3) year renewals subject to the mutual agreement of both parties. Services may be terminated by either party with sixty (60) days written notice to the other. • 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" Authorization forms. • All other requirements contained in this RFP/RFQ, including all attachments that request a response or information from the proposer. FORMAT REQUIREMENTS FOR PROPOSAL SUBMITAL: Proposals must be delivered in a sealed box or envelope. Faxed and emailed proposals will not be accepted. In total, one (1) bound original proposal document must be submitted with a title page listing the name of the RFP/RFQ and the proposer along with one (1) unbound but clipped copies of the proposal and one (1) digital copy of the complete proposal in PDF format on a thumb drive. Proposals shall be clearly marked on the outside of the envelope or delivery box container as follows: Submittal made by: Proposer's Name Request for Qualifications & Request for Proposals for B0YNTON HARBOR MARINA FUEL DOCKAND MARINA SLIPS MANAGEMENT AND OPERATION SER VICES Boynton Beach Community Redevelopment Agency Issue Date:June 17, 2021 Submittal Deadline:July 20, 2021 @ 2:00 p.m. a. Completeness. All proposals must be complete upon submittal to the BBCRA. b. 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. 6 c. 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. d. Proposal validity. Proposals shall remain valid and binding on Proposer(s) for 180 days after the submittal date. SELECTION PROCESS: All statements of qualification are encouraged to be brief and to the point. 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 response submission may result in the submission not being evaluated. The BBCRA plans to review the responses and may conduct interviews prior to establishing a short list of firms for selection. 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: • Proposer's qualifications and experience within the local market area, particularly within the marine area from Jupiter to Boca Raton, Florida. • Proposer's experience with governmentally owned marina facilities • Qualifications of key personnel; and • Acceptability of fee structure for services A Proposer may be invited to make a public presentation to the BBCRA Board. At the conclusion of the public presentations, if any, or otherwise at a public meeting, 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. 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 an Agreement that will contain terms substantially similar to those contained in the successful Proposal and this RFP/RFQ. Any Agreement must be in a form approved by the BBCRA Board and BBCRA legal counsel. If the BBCRA and the successful Proposer are not able to agree upon an Agreement satisfactory to both parties within ninety (90) days of the selection of the successful Proposer, Proposer shall have the right to terminate the negotiations. The BBCRA may terminate negotiations at any time for any reason. If the BBCRA sends an agreed-upon Agreement, or sends an Agreement with a communication that informs the Proposer that the agreement constitutes the BBCRA's final offer, and proposer fails to return an executed copy of the provided 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. The BBCRA may withdraw its offer of agreement, including a final offer, at any time prior to acceptance of such agreement. Upon termination of negotiations or withdrawal of 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. 7 TENTATIVE RFQ/RFP TIMELINE: Issuance of RFQ/RFP: June 17, 2021 Close of Proposer Questions/Request for Clarifications: July 13, 2021 @ 5:00 p.m. Close of Responses to Proposer Questions/Request for Clarifications: July 16, 2021 @ 5:00 p.m. Proposal submittals deadline: July 20, 2021 @ 2:00 p.m. Presentation to BBCRA Board: August 10, 2021 Selected Proposal by BBCRA Board: August 10, 2021 CONTACTS: All correspondence and requests for information regarding the request for proposals should be directed to: Theresa Utterback, Development Services Manager Boynton Beach CRA 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 E-mail: utterbackt@bbfl.us Telephone: (561) 600-9094 PROPOSER REGISTRATION: All entities interested in responding to this RFP/RFQ must register their name, address, telephone number, and an email address with the with the BBCRA by emailing: Theresa Utterback, Development Services Manager utterbackt(a 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. 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 Proposal, the Proposer agrees to promptly deliver such further details, information and assurances, including, but not limited to, financial and disclosure data relating to the Proposal and/or the Proposer (including the Proposer's affiliates, officers, directors,partners and employees), as requested by the BBCRA. FORM OF CONTACT; ANSWERS TO PROPOSER QUESTIONS 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 July 13, 2021. 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 "D"). 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 8 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. PROTESTS: The BBCRA Bid Protest Policy is available upon request. Submittal of a proposal constitutes acceptance of this policy. PUBLIC RECORDS: The BBCRA is public agency subject to Chapter 119, Florida Statutes. The successful proposer shall comply with Florida's Public Records Law. Specifically, the successful proposer shall: • Keep and maintain public records that ordinarily and necessarily would be required by the BBCRA in order to perform the service; • 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; • 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 • 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. 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. PUBLIC ENTITY CRIMES: 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 "A", Public Entity Crimes Statement. 9 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 "C," Drug Free Workplace Certification. 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, board member or advisory 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. 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, 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. 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; £ 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; i. 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, 10 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. 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. 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. E-VERIFY: In any agreement resulting from this RFP/RFQ, the Proposer will be required to warrant, for itself and its subcontractors, compliance with all federal immigration laws and regulations that relate to their employees. Proposer agrees and acknowledges that the BBCRA is a public employer that is subject to the E-verify requirements as set forth in Section 448.095, Florida Statutes, and that the provisions of F.S. Sec. 448.095 will apply to such an agreement. LIST OF ATTACHMENTS: A. Public Entity Crimes Statement B. Certification of Non-Scrutinized Entity C. Certification of Drug Free Workplace Program D. Addenda Acknowledgement E. Proposer(s) Information F. Acknowledgement Letter G. Authorization to Perform A Credit Check for Principal/Owner H. Authorization to Perform A Credit Check for Business 11 2 'N�N) i f y } }}�4 }I �r i s sr � � j ( i fz I �i � ,_)X2'.2, ' MAWO e,'411 it i'M��2iS U P JM Ami m, F r it, i F � _ t q i L tips E', + 1 2?:fad\2isis�t J{it; 4 but r � �n).M s�a Ta� a�S,all' m ago, 4? { f ATTACHMENT "A" 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 13 ATTACHMENT `B" 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) 14 ATTACHMENT "C" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify the firm of responding to this RFP maintains a drug-free workplace program, and that the following conditions are met: (1) We publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace; and specifying that actions will be taken against employees for violations of such programs. (2) We inform employees about the dangers of drug abuse in the workplace, the company's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) We give each employee engaged in providing the commodities or contractual services included in this RFP/RFQ a copy of the statement specified in Subsection(1). (4) In the statement specified in Subsection (1), we notify the employee that, as a condition of working in the commodities or contractual services covered under this RFP, they will abide by the terms of the statement; and will notify the employer of any conviction of, or plea of guilty or nolo contendere to any violation of Chapter 893 or any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five(5) days after such conviction. (5) We impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is convicted. (6) We make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Authorized Signature: Date Name & Title (typed) 15 ATTACHMENT "D" ADDENDA ACKNOWLEDGEMENT Receipt is hereby acknowledged of the following addenda to the THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS & REQUEST FOR PROPOSALS FOR BOYNTON HARBOR MARINA FUEL DOCK& MARINA SLIPS MANAGEMENT SERVICES 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.5 ❑ Yes ❑ No Date RFP/RFQ INFORMATION WAS OBTAINED FROM: ❑ BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other,please specify: Authorized Signature Print Name Title Date 16 ATTACHMENT "E" 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: 17 ATTACHMENT "F" 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 Boynton Harbor Marina Fuel Dock& Marina Slips Management Services To Whom It May Concern: The undersigned has read the Boynton Beach CRA(BBCRA) Request for Proposal/Request for Qualifications (RFP/RFQ) for the Boynton Harbor Marina Fuel Dock& Marina Slips Management Services, dated . 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 18 ATTACHMENT "G" AUTHORIZATION TO PERFORM A CREDIT CHECK FOR PRINCIPAL/OWNER The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the credit worthiness of the Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the 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 on the date the Request for Qualifications & Request for Proposals for Boynton Harbor Marina Fuel Dock& Marina Slips Management Services is awarded. 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 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: 19 ATTACHMENT "H" AUTHORIZATION TO PERFORM A CREDIT CHECK FOR BUSINESS The Proposer hereby consents to and authorizes the Boynton Beach Community Redevelopment Agency's ("BBCRA") investigation into the credit worthiness of the Proposer. Such consent and authorization is given with respect to any and all persons who may conduct an investigation of the 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 on the date the Request for Qualifications & Request for Proposals for Boynton Harbor Marina Fuel Dock& Marina Slips Management Services is awarded. This applicant hereby waives any and all claims, past, present or future, which the applicant may have against the BBCRA by reason of any credit investigation made pursuant to Proposer'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. Business (d/b/a if applicable): Federal Tax ID #: Current Business Address: State of Corporation: Email: Phone Number: Fax Number: Signature: Date: Title: 20 Ju2k � 4� BOY BEA H "s COMMUNFY REDEVELOPMENT AGENCY ADDENDUM NO. 1 TO REQUEST FOR QUALIFICATIONS & REQUEST FOR PROPOSALS FOR BOYNTON HARBOR MARINA FUEL DOCK& MARINA SLIPS MANAGEMENT SERVICES June 23, 2021 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency("BBCRA")has published a Request for Qualifications & Request for Proposals for Boynton Harbor Marina Fuel Dock & Marina Slips Management Services ("RFQ/RFP"), dated June 17, 2021. The intent of this Addendum is to address errors and clarify other aspects of the RFQ/RFP. Proposers responding to the RFQ/RFP shall take note of the following changes, additions, deletions, clarifications, etc., to the RFQ/RFP which shall become a part of and have precedence over anything shown or described otherwise. MANAGEMENT AND OPERATION SERVICES: Paragraph D, Repairs, Page 2 is hereby amended to state: (The underlined language below indicates language that is added. The S-P-ike&H language below indicates language that is deleted). D. Repairs: Subject to the approval of the BBCRA, the Proposer shall be responsible for making such repairs, alterations and decorations for the fuel dock and marina as Proposer may deem reasonable and necessary for the proper maintenance and operation of the fuel dock and marina.However,no contract for repairs, alterations or decorations involving a single expenditure, in excess of$250.00 $500.00 shall be entered into without written notice to, and written approval of, BBCRA having first been obtained. In the event of an emergency requiring prompt action for the protection or safety of the fuel dock and marina or its occupants,Proposer shall be empowered to take necessary action without prior approval, after which a written report of the occasion for action and the action taken shall immediately be made to BBCRA. Page 1 of 2 MANAGEMENT AND OPERATION SERVICES: Paragraph E, Convenience Items, Page 3 is hereby amended to state: (The underlined language below indicates language that is added. The sp-ike&H language below indicates language that is deleted). E. Convenience Items: The Proposer shall have the right sell convenience items from the fuel dock facility. The sale of convenience items shall be the right and sole responsibility of Proposer. Proposer shall be responsible for obtaining all necessary permits for the sale of convenience items. Notwithstanding, BBCRA shall have the right to approve, in advance, in writing a list of items to be sold. Sale of any unapproved items shall be a breach of this agreement. Convenience items shall mean but not be limited to ice, bait, snacks, fishing tackle and oil. The cost of purchase of inventory of convenience items shall be the responsibility and cost of Proposer. Proposer shall pay to BBCRA€rye ten percent(-5� lQ!jj of gross sales less sales tax as the fee for the right to sell convenience items. Proposer shall account for purchase and sales of convenience items on the same schedule and to the same detail as for fuel dock sales and services. Except as otherwise directed by BBCRA in a particular case all concessions and licenses for the sale of the convenience items shall be in Proposer's own name as Proposer for BBCRA and not in the name of BBCRA. MANAGEMENT AND OPERATION SERVICES: Paragraph N-2, Insurance, Page 4 is hereby amended to state: (The underlined language below indicates language that is added. The s-P-ike&H language below indicates language that is deleted). 2. Marina Operators Legal Liability including Comprehensive General Liability of at least $1,000,000.00 combined single limit per occurrence, with minimum $2,000,000 Aggregate Limit, including Pollution coverage, Hired and Non-Owned Auto Liability, and Liquor Legal Liability if licensed to sell beer, and including Additional Insured status by endorsement in favor of BBCRA. Proposer shall provide Auto Insurance with a minimum limit of$100,000 per person, $300,000 per occurrence for Bodily Injury Liability and Property Damage Liability that includes Owned Vehicle and Employee Non-Ownership Cover. A copy of the policyciesl shall be furnished to BBCRA. An Umbrella/Excess Liability policy shall be provided at a minimum of$3,000,000 occurrence/aggregate, and a copy of the policy furnished to BBCRA. rt::ffie instf:anee shall be an ,,,,,t not joss than$25,000 roroeettr-f:enee. The certificate shall have attached an endorsement that BBCRA will be given at least ten [10] days' prior written notice of cancellation of or any material change in the policy. The BBCRA shall be named as an additional insured on the Proposer's policies and a waiver of subrogation shall be provided for all policies. END OF ADDENDUM No. 1 Page 2 of 2 REQUEST FOR QUALIFICATIONS AND PROPOSALS(RFQ/RFP)FOR BOYNTON HARBOR MARINA FUEL DOCK&MARINA SLIPS MANAGEMENT SERVICES SUFFICIENCY CHECKLIST SUBMISSION DEADLINE JULY 20,2021 @ 2:00 P.M. Respondents BOYgETAU��I� OasisMarina,LLc WaypoilntMarine, Mans Notes pain General and Format Requirements Date and Time received 7/20/21 @ 9:22 a.m. 7/20/21 @ 1:39 p.m. 7/20/21 @ 1:40 p.m. Dellveredinsealboxorenvelope ✓ ✓ ✓ Matt Spain's original was not bound,his envelope was missing submittal deadline 1 original bound,1 unbound copy)&1 digital copy in PDF form ✓ ✓ ✓ and his PDF was not the complete proposal. Proposerregistered Al Al ✓ Proposals clearly marked on the outside of the envelope or box ✓ ✓ ✓ Documentssi db dividual authorizedb Pro to le all bind and re t Only Matt Spain signed paperwork but Hunter Willis orAngelique Connelly did not gne y an in y poser g y presen ✓ ✓ Al sign as principals as indicated in Overview.Cannot evaluate if entity and Proposer. orga nizational chart was not submitted. Statements of Qualifications and Required Elements of Proposal Section l-Cover Letter-bdefsummary of the firm and who the principal point of contact will ✓ ✓ ✓ be for the services.It is the desire of the BBCRA to have one(1)point of contact. Section ll-Firm`s qualifications-detailed description of the firm in relationship to the services ✓ ✓ ✓ being offered. Years providing the services being proposed. ✓ ✓ ✓ Only Hunter Willis has relevant marina management experience Three Professional References forsimilar services being proposed ✓ ✓ Al List of similarfacilities currently under management or previously managed ✓ ✓ Organizational chart listing the principal point of contact,key professional staff,and other key support staff who are anticipated to work at the fuel dock and marina,and illustrating how the Al ✓ © Oasis's graphic of organizational chart is incomplete ompany is organized to provide the services being offered. Any licenses,cwtifiotions or otherrelated professional credentials held by the company, ✓ ✓ Al including a owtifiote of good standing from the Secretary of State,Division of Corporations Information on professional liability,workers compensation and otherapp,op,ute insurances ✓ ✓ Al arried by the company.(No-in nco requirements on pg.4 of RFQ/RFP) List and description of any outstandingclaims against the company. ✓ ✓ N/A List and description of any management projects from which the company has been relieved of ✓ ✓ N/A duty Section III-Key personnel qualifications-detailed description of the individuals and their cl— iotions in relationship to the services being offered List of each person anticipated to ✓ ✓ ✓ No specific assignment of personnel for BBCRA marina Ovide service for the BBCRA which will include: Eduction ✓ ✓ © No documenation provided Years of experience ✓ ✓ 0 No documentation of years of experience in marina management except for Hunter Willis IndMduals'references forsimilar services being proposed ✓ ✓ List of projects Al ✓ Any licenses,cwtlfiotions or otherrelated professional credentials held by the individual ✓ ✓ Other appropriate information as determined by the company ✓ ✓ Section IV-General Business Terms-provided the general business terms under which the ✓ ✓ ✓ Oasis's terms are too vague to evaluate proposal,need clarification of value/cost for ompany typically provides services.Those general business terms shall include: Typic.l methodof contracting-the company will provide it f.—ation on theirtypica l method of ✓ ✓ Al Oasis proposed a monthly management fee plus percentage fee to incentivize contracting for the services required herein. revenue growth which is different from the BBCRA current operations Provided a owtifiote of good standing from the Secretary of State of Florida,and from the state ✓ ✓ Al which the cor oration is headuartered if not Florida. A list of all civil and criminal legal actions in which each proposer entity(and its parent entity K it subsidiary)is currently a named party or was a named parry in the past tour(4)years, providing the case number,—description,thestato of jurisdiction,and disposhion(or current ✓ ✓ ✓ 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. Required Attachments Attachm—A-Public Entity Gimes Statement(Mandatory) ✓ ✓ ✓ Attachment&Certification of Non-Scrutinized Entity ✓ ✓ Attachment Certified Drug Free Workplace Program ✓ ✓ ✓ Attachment D-Add.nda Acknowledgement ✓ ✓ ✓ Attachment E-Proposer(s)Information ✓ ✓ ✓ Attachment F-Acknowledgement Letter ✓ ✓ ✓ Attachment GAuthodzation to Perform a Gedit Checkfor Principal/Owner ✓ ✓ © All principals need to provide Release;only Matt Spain provided completed form Attachment H-Authodzation to Perform a Gedit Checkfor Business ✓ ✓ © All principals need to provide Release;only Matt Spain provided completed form Regeustfw CJarifications(fee breakdown&experience with managing commercial/marine ✓ ✓ ✓ business dock sli s ✓=Provided X=Did not provide(see notes) N/A=Was not required to provide CL Ln Q 3 3 2 { § � z . � � k ® - tA� k § - z I j ) tA 2 § \ z % ui k « � § 3 \ : LL. o ® : & Lnk ■ _ _ Q / � > \£. K z j / 2 ou § j u o < §« - Ln § . & < 8 ) 6W Ln CL \ \ : _ - § . a LL. ( \ _ w . Ln o\ t $ / ƒ / \ E \ z E � LU \ \ \ § § J ! Lu k ( } } } u zz 1 I, B E AC H C R A COMMUNITY REDEVELOPMENT AGENCY CRA BOARD MEETING OF: August 10, 2021 NEW BUSINESS AGENDAITEM: 17.13. SUBJECT: Discussion and Consideration of the Request from City for the CRA Owned Parcels located at the NE corner of NE 3rd Street and NE 9th Avenue SUMMARY: On July 13, 2021, the CRA received a letter from the City of Boynton Beach requesting the transfer of ownership of the two (2)vacant lots owned by the CRA located at the NE corner of NE 9th Avenue and NE 3rd Street (see Attachment 1). The CRA owned parcels are identified by PCN #08434521180001540 and PCN #08434521180001510. The City is requesting ownership transfer of these parcels to support their ongoing efforts to relocate and renovate certain aspects of the Public Works complex and adjacent facilities to allow for the future redevelopment as affordable/workforce housing or other uses as determined in the best interest of the City. FISCAL IMPACT: To be determined. CRA PLAN/PROJ ECT/PROGRAM: 2016 Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the request made by the City of Boynton Beach to transfer of ownership of the CRA owned parcels identified as PCN #08434521180001540 and PCN #08434521180001510 for the purchase and sale amount of $10. 2. Do not approve the request made by the City of Boynton Beach to transfer of ownership of the CRA owned parcels identified as PCN #08434521180001540 and PCN #08434521180001510. 3. Alternate direction based on Board discussion. ATTACHMENTS: Description D Attachment I -July 13, 2021 Land Transfer Request Letter from the City of Boynton Beach D Attachment II -Aerial Map of Properties p OFFICE OF THE Cr7Y MANAGER 100 East ocean Avenue Boynton Beach,Florida 33435 ._ (P):561-742-6010 1 (F). 561-742-6011 www.boynton-beach.org July 13, 2021 Michael Simon Boynton Beach CRA 100 East Ocean Avenue Boynton Beach, Florida 33435 Ref: Vacant Parcels 08-43-45-21-18-000-1510(1001 N Railroad Ave) 08-43-45-21-18-000-1540 (NE 3rd Street) Re: Deed Transfer to City Dear Mr. Simon: As you know the public works compound and the adjacent head start building(909 NE 3rd Street)are owned by the City of Boynton Beach and represent a significant redevelopment opportunity in the CPA District. Per the discussion at the 7/6/21 City Commission meeting, staff is requesting the CRA transfer ownership of the above referenced properties to the City to facilitate the relocation of Lutheran Services of Florida(Head Start) from their current location at 909 NE 3rd Street. At your earliest convenience if you would kindly place this item for consideration on the next available CRA meeting it would be greatly appreciated. If you have any questions or would like to arrange a meeting to discuss the details please contact me in the office at 561.742.6401. Thank you for your assistance in advance. Sincerely Andrew P. Mack, P.E. Assistant City Manager Cc: Lori LaVerriere, City Manager Jim Cherof, City Attorney Thuy Shutt, GRA Assistant Director S:\City Mgr\Correspondance\2421 Letters\BBCRA_NE 3rd Street Property_071321.doc � rf l t 11 t - S fit IV��I J - i •'y �1y i} t �}1 O } I t h i }