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Agenda 09-14-21 ,gra"', r� � ... BNT m E C H I o III I.A Community Redevelopment Agency Board Meeting Tuesday, September 14, 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. The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Official Proclamation B. 2021 Florida Festivals & Events Association SUNsational Awards 9. Information Only A. Public Relations Articles Associated with the CRA 10. Public Comments 11. CRAAdvisory Board A. CRAAdvisory Board Meeting Minutes- July 1, 2021 B. Review of Commercial Properties within the CRAArea C. Reports on Pending Assignments 12. Consent Agenda A. CRA Financial Report Period Ending August 31, 2021 B. Approval of CRA Board Meeting Minutes-August 10, 2021 C. Approval of Habitat for Humanity of South Palm Beach County, Inc.'s (HFHSPBC) Design Plans for the Property Located at 545 NW 11th Avenue D. Approval of the Quit Claim Deed from the CRAto the City for the CRA Owned Parcels located at the N E corner of N E 3rd Street and N E 9th Avenue E. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$15,000 to Soleil Academy 2, LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 F. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 G. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$21,000 to Nicholson Muir Meats LLC located at 480 E. Ocean Avenue H. Approval of Commercial Property Improvement Grant Program in the Amount of$25,919.16 for Nicholson Muir Meats LLC located at 480 E. Ocean Avenue I. Approval of Commercial Rent Reimbursement Grant Program in the Amount of$15,000 to Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 J. Approval of Commercial Property Improvement Grant Program in the Amount of$25,000 for Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 13. Pulled Consent Agenda Items 14. CRA Projects in Progress A. Rock the Plaza at Ocean Plaza Recap B. Marina Marketing and Social Media Update C. CRA Economic& Business Development Grant Program FY 2020-2021 Year End Report D. Project Update on the Boynton Beach Office Condominium, LLC for the CRA-owned Properties Located at 1102-1110 N. Federal Highway 15. Public Hearing 16. Old Business A. Approval of Fiscal Year 2021-2022 Project Fund Budget B. Consideration of Resolution No. R21-02 Adopting the CRA Budget for Fiscal Year 2021-2022 C. Discussion and Consideration of the Employment Agreement for the Executive Director of the CRA D. 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 E. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update F. Discussion and Consideration of a Purchase and Development Agreement for the Cottage District Infill Housing Redevelopment Project with Azur Equities, LLC G. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue H. Review of Marina Parking Management I. Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue 17. New Business A. Discussion and Consideration of Additional Letters of Intent Received for the CRA-Owned Property Located at 211 E. Ocean Avenue B. Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2021 Annual Conference on October 27-29, 2021 in Fort Myers 18. Future Agenda Items 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 TESTIMONYAND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. (F.S.286.0105) THE CRA SHALL FURNISH APPROPRIATE AUXILIARY AIDS AND SERVICES WHERE NECESSARY TO AFFORD AN INDIVIDUAL WITHA DISABILITYAN EQUAL OPPORTUNITY TO PARTICIPATE IN AND ENJOY THE BENEFITS OF A SERVICE, PROGRAM, OR ACTIVITY CONDUCTED BY THE CRA. PLEASE CONTACT THE CRA, (561) 737-3256,AT LEAST 48 HOURS PRIOR TO THE PROGRAM OR ACTIVITY IN ORDER FOR THE CRA TO REASONABLY ACCOMMODATE YOUR REQUEST. ADDITIONAL AGENDA ITEMS MAY BE ADDED SUBSEQUENT TO THE PUBLICATION OF THE AGENDA ON THE CRNS WEB SITE. INFORMATION REGARDING ITEMS ADDED TO THE AGENDA AFTER IT IS PUBLISHED ON THE CRNS WEB SITE CAN BE OBTAINED FROM THE CRA OFFICE. ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 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 Attachments III-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). On September 7, 2021, CRA legal counsel issued an letter requesting an update on the status of the permit application (see Attachment VI 1). An email response from Ms. Miskel was received thereafter indicating that her office will be coordinating a meeting or call with CRA and City staff to seek direction on the permit process (see Attachment VI 11). CRA staff received confirmation from City Planning and Development staff on September 8, 2021 that the building permit status has not changed since the date of the last correspondence in Attachment V1. FISCAL IMPACT: Under the terms of the TI RFA, if completed, the percentage share of the Project's Tax Increment Revenue shall be paid to the Developer as follows: Years 1 —7, Seventy-five percent (75%) of the Pledged Project Increment Revenues; and, Year 8, Fifty percent (50%) of the Pledged Project Increment Revenues. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 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 FirstAmendment, Feb. 2020 D Attachment V -January 5, 2020 B. M iskel Letter D Attachment VI -Status of Permit Application for Public Plaza Attachment VII -September 7, 2021 Letter to B. M iskeI from CRA Legal ° Counsel T. Duhy D Attachment VIII -September 7, 2021 B. M iskel Email Response for Permit Application Update PURCHASE AND DEVELOPM ENT AGREEMENT This Purchase and Development Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by nand between BOYN:,roN BEACI I COMMUNITY REDEVELOPMENT AGENCY. a public agency created pursuant to Chapter 163,Part 111.of the Florida Statutes(hercinafter,-SELLER")and OCEAN ONE BOYNTON,LLC (hereinafter, "PURCHASER"), In consideration of(lie mutual covcnants and agreements herein set Forth,the Parties hereto agree as follows: I. PURCHASE AND SALUPROPERTY. SELLER agrees to sell and convey to PURCIIASER, and PURCHASER agrees to purchase and acquire from Sl LLER. on the terms and conditions hereinafter set forth. the Property which consists of a parcel located' in Palm Beach County, Florida as more pardicularly described as f6flows(hereinafter,the -Property"): See Attached Exhibit "A." 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid liar the Property shall be Teti Dollars($'1C.00).receipt of which is hereby acknowledged.The parties agree that SELL IER is conveying the Property to PURCI IASER for the construction oil'a rnixed- use development as set forth in the Site Alan attached hereto as Exhibit 93." (the "Development Project"). SELLER has complied with Section 163.380, Florida Statutes. in proceeding with the sale of Ific Property to PURCI IASER. 3. DEposrr. $1.0100.00,to be paid to Closing Agent as hereinafter defined within five(5)days ol"the EfIlective Date,which shall be nonrcrundable unless,otherwise provided 111cl-cin, and shall be credited against Buyers costs at closing. 4. EFFECTIVE DATE, I'lie Effective Diateof this Agreement shall be the,date when, the last one of the SELLER and PURCHASER has signed the Agreement. 5, uosiw. The purchase and sale transaction contemplated herein shall close within sixty (60), days from the E'lTective Date of this Agreement, unless extended by other provisions ofthis Agreement or by written agreement,signed by both parties.Notwithstanding the foregoing, the Closing shall occur no later than one year from the Effective Date, 6, Trl-LETOfel:CONVEYED. At Closing,SELLER shall convey to PURCHASER, by Special Warranty Deed in Form substantially in accordance with Exhibit"C"attached hereto, and complying with the requirements of the*ritie Commitment (hereinafter derined), valid.good, marketable and insurable title in fee simple to the Property. free, and clear or any and all liens, encumbrances, conditions, casements. 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, casements, dedications, rights-of-way and matters of record included on the Title Commitment or sho%kn on the Survey(hereinafter defined),to which PURCHASER Fails to object, PURCHASE AND DEVELOIIk-li",NI'AGRE(-,-Mi--Nl' Page 2 of 77 or which PURCHASER agrees to accept, pursuant to Section 7.1 and! Section 7.2 hereof. 7, Ili VESTIGAI'ION,OF'rl-]El"RO[liIt'l-Y, Within thirty(30)days of tile Effective Date (--Feasibility Period"), PURCHASER anPURCHASEWS agents,, employees, designees, contractors, surveyors, engineers, architects, attorneys and other consultants (collectively. "Agents"), shall have the right. at PURCHASER'S expensc, to make inquiries of'and meet with members orGoverm-nental Authorities regarding the Property and to enter upon the Property. at any time and from th-ne to time with reasonable notice to SULLIZ 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, PURCUIASER may elect, in PURCHASE,'WS 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,the condition,existing on the Effective Date: (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASER'S testing and investigation, and(iii) release to SELLER(without representation or warranty),at no oast.all reports and otherwork generated as as result Of the PURCHASER'S testing and investigation (other than proprietary kil'ortriation prepared solely by Purchaser). PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all clairns, losses,expenses,deniandls and liabilities,including, but not limited to.,attorney's fees, ('br nonpayment for services rendered to PURCHASER (including. without limitation, any construction liens resulting therefrom) or for damage to persons or property arising out or PURCHASER'S investigation of the Property. PURCHASER'S obligations under this Section shall survive the termination,expiration or Closing orthis Agreement. 7.1 Seller"s Documents. SELLER shall deliver to PURCHASER the following documents and instruments within five(5)days orthe Effective Date or this Agreement:copies of any reports or studies (including environmental, engineering, surveys, soil borings and other physical reports) in SEI,LER*S possession or control with respect to (lie physical condition oFthe Property. if any, 7.2 "Title Review, Within thirty (30) days of the Effective Date ("Title investigation Period"), PURCHASER shall obtain,at the PURCHASEWS expense, from a Title Company chosen by PURCHASER(hercinartcr"Title Company"),as Title Commitment covering the Property and proposing to insure PURCHASER in an amount to be determined subject only to (lie Permitted Exceptions. together with complete and legible copies or all instruments identified as conditions or exceptions in Schedule B of the Tide Commitment. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than the end of the Title investigation Period. notifying SELLER of"any objections PURCHASER has to the condition of' title (hereinafter "PURCHASEWS Title Objections-). ir PURCHASER fails to deliver PURCHASER'S Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subiect to the conditions set forth in the Title Commitment, ITPURCI IA PR: timely delivers the PURCHASER'S Title Objections. SELLCII shall have thirty (30) days to attempt to cure and remove the PURCHASEWS 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 PURCHASER'S Tide Objections. In the event that SELLER is Unable to PURCHASE AND DEVELOPMENT AGRELMENT Page 3 of 77' cure and rernove,or cause to be cured and removed,, the PURCI,IASER'S Title Objections Nvithin the Cure Period to the satisfaction of'PURCHASER.then PURCHASER, in PURCHASER'S sole and absolute diserelion. shall have the option of(i) emending the Cure Period and the Closing for one additional thirty (3 0)day period. or(H)accepting the Title to the Property as or the time of' Closing or(iii)canceling and terminating this Agreement, in which case,(lie Deposit. irany, shall be returned to PURCHASER and the Pardes shall have no further obligations or liability hereunder.except for those expressly provided herein to survive terrilination ol'this Agreement, Prior to the Closing. PURCI IASE'R shall have(lie right to cause tile Title Company to issue an updated"I'itle Commitment("Tille Update")covering(lie Property. frany 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 diflIcrent conditions in writing prior to Closing, All rights and objections of the Parties with respect to objections arising rrom(lie Title Update shall be file same as objections to items appearing in the"Title Conlrniuncw subject to the provisions of this Section. T3 Surveylkeview, PURCHASER.at PURCI IASLR*S expense, may obtaina current boundary survey(the-Survey")of the Property,indicating the number ofacres comprising the Property to the nearest I/I 00th ofan acre, i rthe Survey discloses that there are encroachments on the Property or that improvements located on the Property encroach on setback lines, casements, lands of'others or violate any restrictions,covenants of this Agreement. or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.2 concerning title objections. 8, CONDITIONS TO CLOSING. PURCI(ASE R 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 fulrilled or waived by PURCHASER in writing: &I Representations and Warranties. All of the representations And warranties of SELLER contained in this Agrecivent shall be true and correct as ol'Closing. 8.2 Condition of Propert . The property is being,sold in as-is condition. 8.3 Pendiny, Proccedinjas At Closing. there shall be no litigation or administrative agency or other governmental proceeding of oily kind whatsoever. pending or threatened, regarding the Property, 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, pernn I its and authorizations as or the date or Closing, 9. CLOSINQ _QQCUME,NTS. The SELLER shall prepare, or cause to be prepared. the Closing Documents set forth in this Section. except for documents prepared by (lie Title Company. At Closing.SELLER shall execute and deliver,or cause to be executed and delivered FORCHASEAND Page 4 or77 to PURCI IASU (lie following documents and. instruments: 9.1 laced, A Special Warrant), Deed(tile"Deed")conveying to PURGIASEIR valid, good, marketable and insurable lee simple title to the Property free and clear of all hens, encumbrances and other conditions or title other than, time Permitted Lxceptions. consistent with Section 6 orthis Agreement, 9.2 Seller's Alfldavits, SELLER sl'iall rurnish to PURCHASER in owner's affidavit attesting that, to the best cal"its knowledge. no individual or entity has any claim against the Property under the applicable construction lien law;and that there are no parties in possession of`the Property other than SELLER. SELLCR shall also flurnish to PURCHASER a non-foreign affidavit with respect to time Property. In the event SELLER is unable to deliver its affidavits refierenced above or any other document reasonably required by the Title Company,time same shall be deemed an uncured Title Objection, 9.3 Closing Sta(cryr rpt,StateA closing statement setting forth the Purchase Price.all credits, adjustments and perorations between PURCHASER and SELLE-R. all costs and expenses to be paid tit Closing,and the net procceds due SELLER. 9A 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 D_ocumcnts. Such other documents as PURCHASE'R or time 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 orthis Agreement. M PRORATIONS.,CLOSING COSTS AND CLOSING P—ROCEDURES. I O.I Ili-orations. 'Faxes and assessments.if any. for the Property shall be prorated through the day before Closing. Cash at.Closing shall be increased err decreased as may be required by perorations to be made through time day prior to Closing, Taxes shall be prorated based upon the Current year's tax with ducallowance made for maximum alllowable discount. IMOSingOCCUrs at a date when the current year's mil,lage 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,at request ofcither party. be readjusted upon receipt of tax bill, 10.1 Closing.Costs. PURCHASER shall pay for documentary stamps on time deed, recording the deed and all general closing expenses(settlement fee, courier fees, overnight packages,etc,). Each party shall be responsible for their own attorneys' fees. Time PURCHASER shall be responsible lor the payment or time survey and (lie title insurance searches and policies, 10.3 Closing Procedure, PURCHASER shall fund the Purchase Price subject to the credits, offsets and perorations set forth herein, SELLER and PURCHASER (as applicable) shall execute and deliver to the Closing Agent designated by PURCHASER, the Closing PURCHASE AND D ,VEI,,O,IltvlEN'I'AGREEt%'IEN'r Page 5 or 77 Documents, The Closing Agent shall, at Closing,,deliver the Closing Documents and a"marked- up" Tille Commitirricrit to PURCHASER, and promptly thereafter, record [fie Deed and other recordable Closing Documents in the appropriate public records, 100 Eixisling Mortgages,and 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 cricumberiq the Property, 11. REPRESE-INTATIONS. COVENANTS AND WARRANTIFS, 11.1 Seller's Representations,and Warranties. SELLER hereby represents, covenants and warrants to PURCHASER, as of the Effective Date and as of the Closing Datc,as follows: 1 L2 Authority. The execution and delivery ortilis Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLMS capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its tennis,The person CUCLIting this Agreement on behalf of SELL['-,R tins been duly auth:orivcd to act on bel'ialf oirand to bind SELLER,and this Agreement represents a valid and binding obligation oFSELLER. 113 lit_le, SELLER is and:will be on the Closing Date,the Owner orvalid.good, marketable and insurable fee simple title to the Property. free and clear of tall liens.encumbrances and restrictions ol'any hind.except the Permitted F1',xccptions,(and encumbrances of record which will be discharged at Closing). 11 DEFAULT. 12.1 Purchaser's DOW(, In the event that [his transaction, fails to close solely due to PORCHASFR's reffisal to close, and such failure to close is not a result ofSE'Ll-rKs, default or a title/survey defect, subject to the provisions ol'Paragraph 12.3 below, SELLER may terminate this Agreement and be entitled to retain the Deposit. following which neither PURCHASER nor SELL ER 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 PURCHASER shall also be responsible for the removal orany liens asserted against the Property by persons claiming by. (I rough or under PURCHASER. The railtire of PURCHASER to comply with the provisions set'forth in this Agreement shall constitute Del'ault and Breach of this Agreement. 12.2 Scllcr*s Default. In the event that SELLER shall fail to fully and timely perform tiny 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 (his Agreement, wherein the full deposit shall be returned to PURCI I ASER and neither Party shot I have any further rights,hereunder. CO'44 PURCHASP AND DEVELOPMENT AGREE-NIENT Pap 6 or 77 12.3 Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the even( or condition of default in sufflicien( detail to enable a reasonable pet-son, to determine the action necessary to cure the default, The defaulting, Party shall have fifteen (15) days rrom delivery oribc notice during which to cure Ilia default, provided, liowever, that as to a failure to close, the cure period shall only be three (3) Business Days from the delivery of notice, Both parties agree that if an extension is requested. such extension shall not be unreasonably withheld, If the default has not been cured within the aforesaid period, the non-deflaulting Party may exercise the rerned i es described in this Section 12- 122 Survival. Tile provisions of this Section 12 shall survive the(emlination of this Agreement. 13. NOTICES. All notices required in this Agrecimnt must be in writing and shall be considered delivered when received by certified mail,return receipt requested,or personal delivery to the flollowing addresses, If to Seller: Boynton Beach Community Redevelopment Agency Interim Executive Director.Michael Stenon 7 1:0 N. rcdcral Highway Boynton Beach, r1orida 33435 Willi a copy to; Tara Dully, Esq. Lewis, Longman& Walker. P.A. ,515 North Flagler Drive Suite 15010 West Paint Beach, Florida 33401' Ifto Buyer: William Morris Ocean One Boynton, LLC 777 E. Atlantic.Avenue, P 100 Delray Beach, FL 33483 Mr, Davis Carnalier 1629 K Street N.W, Suite 1200 Washington, DC 20006 Mr. Michael Ross 9804 S. Military Trail Suite BI I Boynton Beach. FL 33436 PURCHASE AND MVELOPNIFNIT AGIMI'MUN'r Page 7 or77 With a copy to, Gary S. DUnay, Esq, Dunay, Miskci and Backnion. LLP 14 SE 4"'Street,#3 6 Boca Raton, FL 33432 14, BINDING OBLIGA-i-ION/ASSIGNMENT. The terms and conditions of this Agreement ire 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 withheld. 15. 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 tile control of SELLER, PURCHASER may elect.as its,sole option,to terminate this Agreement and the parties shall have no further obligations under this agreement, or PURCHASER may accept the Property without any reduction in the value ol'the Property. 16. BROKER FEES The Parties hereby confirm that neither of them has dealt %vith any broker in connection with the transaction contemplated by this Agreement. Each Party shall indemnify,defend and hold harmless the other Party bona and against any and all clairns, losses. da ranges,costs or expenses(including,without limi(ation,attorncy's recs)oaf any Find'orcharactcr arising out of or resulting frorn any agreement,arrangement or understanding alleged to have been made by either Party or on its behalf with any broker or findier in connection with this Agreement. I lowever, SELLER'S indemnification obligations shall not exceed the statutory limits provided Nvithin Section 768.28,Florida Statutes,and CRA does,not otherwise waive its sovereign immunity righm The provisions of this Section shall survive Closing or termination of this Agreement, 17. ENVIRONMENTAL CQNDITIONS. 1"o, the best of SELLERS knowledge, the Property and the use and operation thereof tire in compliance with all applicable county and governmental laws.ordinances.regulations. licenses,pen-nits and authorizations,including, without limitation,applicabiczoning 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. I& UT V[LOPMENT AND SALT: OF THE PROPE"Wry, SELLER and PURCHASER acknowledge that tile Property is being sold to PURCHASER for the sole purpose ot'developing a mixed-use project at the northeast corner of Boynton Beach Boulevard and Federal 18.1 Ileiigp Approval. The PURCHASER gn-a and SELLER acknowledge. that the SEUER has reviewed the Site Plan and finds the Site Plan acceptable and consistent with tile CRA Redevelopment Plan. 18.2 Development Thricline. 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 has been issued for [lie Development Project. PURCHASE AND DrVELOPMEN1 AGRIJI.�MENI Page 8 of 77 PURCHASER agrees to commence construction of the Development Project wNdthin two(2)years from the f7frective Date of time Tax Increment Revenue Finance Agreement attached hereto as Exhibit"D," (hereinafter-Construction Cornmenceinent, Period-)Once the First building permit is issued for the Development Project, PURCI IASER agrees,to diligently and continuously Pursue completion of construction ofthe Development Project,subject to force ma.icure and other matters, beyond tile reasonable control or PURCHASER. I r PU RCI- ASER rails to commence construction within the timeframe set lbrth herein, PURCHASER shall be obligated to commence construction of public plaza (the "Plaza")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 tivelve (12)months after tile expiration of the Construction Commencement Period, The 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. 18.3 Survival,, The provisions of this Section 18 shall survive t1le termination of this Agreement. 19MISCELLANEOUS. 19 1 General. This Agreement and any amendment hereto, may be executed in an),number of counterparts.each ofwhich shall be deemed to be an original and till of which shall, together. Constitute one and the some instrument. The section and paragraph headings herein contained are for the purposes of idendfication only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to;be as reference to the entire Section, unless otherwise specified. No modillication or amendment or[his Agreement shall be of any force or CffeCt 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 till prior and contemporaneous negotiations, Understandings and agreements, written or oral, between tile Parties. This Agreement shall be interpreted in accordance with the laws of(lie 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 Pahn Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the U'nited States District Court for the Southern District Court of Florida. 19.2 Computation of Time. Any rcilerence 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 oral[obligations under(his Agreement. Time periods commencing with the Effectivc Date shall not include [lie Effective Date in the calculation thereof. For purposes ofthis Agreement. Business Days sil all mean Monday through Friday but shall exclude state and federal holidays, 19.3 Wgiycr. Neither the failure ora party to insist upon strict perrormance of .any of the terms. provisions. covenants, agreements and conditions hercof, nor the acceptance of any item by a party wvith knowledge ora breach of this Agreement by the other party in the perl'ormance of their respective obligations hereunder, shall be deemed a waiver of any rights or PURCHASE AND DEVELONXIENT AGREEMENT llaoc 9 of 77 tw rernedics that a party may have or as waiver of any subsequent breach or default in tiny of Such terms, provisions, covenants,agreements or conditions, This paragraph shall survive termination of this Agreement and the Closing. 19.4 Construction ofAp gi ug, greenignt. ']'he Parties to this A -cement, through counsel, have participated Freely ill the negotiation and preparation hereof.Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parifes. AS used in this Agreement or any anicridnient hereto. the nifisculinc shall include the 1eminine, the singular shall include (lie plural, and the Plural shall include the singular. as the context may require. Provisions ofthis Agreement that expressly provide that the)survive [lie Closing shall not merge into the Dccd. 19.5 Severability. Ifany part ofthis Agreement shall be declared unlawful or invalid,the remainder of the Agreement will continue to be binding upon the parties so long as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions,orthe Parties can continue to be achieved, To that end. this Agreement is declared severable®.The provisions of this Section shall apply to any amendment of this Ag0reement. 19,6 Handwritten Provisions. Handwritten provisions,inserted in this Agreement and initialed by CRA and SELLER shall control all printed provisions in conflict therovilh, f 9.7 Waiver of Jury Trial, As an inducement to PURCHASER agrecing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in ally action or proceeding brought by either party against the other party pertaining to any matter whatsoeverarising out of or in any way connected with this Agreement. IM Attorneys Fees and Costs. Should it be necessary to bring an action to ell lbrec tiny of the provisions of this Agreement, reasonable attorneys` fees and costs, including those at the appellate level,shall be awarded to the prevailing party. 19,9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of"the CRA and SELLER fins full right and lawful authority to execute this Agreement and to bind and obligate die party for whom or on whose belialf lie or she is signing,with respect to call' provisions contained in this Agreement, 119'.10 RecorcYin 'I'll is Agreement may be recorded in the PUbI ic Records of PaIrn Beadi County, Florida. 19.12 SELLER Attorneys' Fccs_and Costs, SELLER acknowledges and agrees that SELLER shall be responsible for its okvn attorneys' fees and all costs. if any, incurred by SELLER in connection with the transaction contemplated by this Agreement, 19.13 Public Records, SELLER_is public agency subject to Chapter 11 19. Florida Statutes.The PURCHASER shall comply with Florida's public Records Law.Specifically, tile PURCHASER shall: PURCHASE AND DEVI-',LOPMCNI'AGRI-;C--\,Ir;N'r Page 10 of 77 0. Keep and maintain publ i'c records that ordinarily and nccessari lly wN ou fdbe required by the SELLER in order to perform the service; b. Provide the public with access to such public records on the same terms and conditions that tile 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 cl, Meet all requirements for retaining public records and transfer to the SELLER,at no cost,all public record's in possession of the PURCHASER upon termination of the contract and destroy any duplicate public records that are exempt or conridential'and exempt. All records stored"electronically must be provided to(lie SELLER in a format that is compatible vvith the information technology systems of the SELLER. 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 BoyntoriBeachCRAnabbMus. 19,114 Right of First Refusal, a, Prior to -termination Even("(as defined below)Purchaser hereby grants to Seller a right of first refusal'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 offer 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 oNkned by Purchaser or an affiliate of" Purchases-, pursuant to a written, contract or letter of intent, Purchaser shall give Seller notice ol'the offer by delivering a copy of the contract or letter of intent to Seller("Notice"). (ii) Upon receipt of Notice,Sellershall place the Notice on the next regularly scheduled CRA Board meeting. Within live (5) days of the CRA Board meeting where the Notice is considered. Seller shall either waive or exercise its right of 11irm refusal. If Seller elects,to exercise its right of'lust refusal.Seller shall.within ten (1 Q)days after receipt of the Notice, deliver to Purchaser an agreement to purchase (lie Property for ten(l0)dollars and an amount equal to(lie cost of any improvements made to the Property by Purchaser and upon receipt by the Purchaser of the PURCHASE AND DEVELOPMENT AGRELMENT Page I I of 77 Foregoing born the Seller. Purchaser and Seller shall enter into as Purchase and Sale Agreement, (iii) If Seller f'hills to exercise or waive its right of fIrst rctitsal in accordance with the terms and conditions stated herein, within ten(10)days after receipt ofthe Notice, then Seller's right of first refusal shall be deemed to have been waived, b. This Right of First Rellusal shall terminate upon the issuance of as certificate of occupancy,certificate of completion or other equivalent cerfil 1cation for(lie Development Project issued by (lie applicable governmental authority for irnprovements inade to the Property (a --rermination Event"). Upon a Termination Event, this Right or First Refusal shall ten-ninate and have no further florce or effect. c, This Right of First Refusal shall only apply to as, oner to purchase the Property 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 Purchases, or oil affiliate of Purchaser. d. Additionally.this Right of First Refusal shall not apply to: (i) a sale or transfer by any bank,life insurance company, flederal or state savings and loan association or real estate investment trust which acquires title to tile Property as a result ofowning a mortgage upon the Property or a portion of the Property and whether title is acquired by deed from (lie 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 ol'interests in tile property or to Purchaser to a partnership,joint venture or other business arrangeirsent over which Purchaser shall retain management control or shall: be a partner. member or joint ventures- or other substantial interest holder;or (iv) any transfer of 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 I inii(ed to execute sale, foreclosure SOIC,judicial sale or tax sale. C. The provisions orthis Section 14.11 shall survive closing and delivery ol'the 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 Memorandurn and the rights under(his paragraph shall terminate automatically and without further action upon a Termination Event. PURCHASE AND DEVELOPME'.N'l AG141 EN11"Nl Page 12 of 77 IN WITNESS WHEREOF', (lie Parties have cNUCLned this Agrecur ent as of the E-I'Tective date. BUYER SELLER OCEAN ONE BOYNTON, LLC BOYNTON BEACH I COMMUNITY RLDEVEL MT A - CY By: By: Print Name: ti.(A1mc,1t014- Print Name: Sleveri B.Grant Ti�tle: Title: Chair Date. Date: Witnesses: witnesses: 11,4 S.S Abp c to m 4legalsufficiency: ----------- C AttCrrne PURCHASE,AND DEVE1,01WENT AGRCEMENT Page 13 of 77 EXI-1113FT'A" LEGAL DESCRIPTION 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 PLATry, 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 CLERK OF THE CIRCUIT COURT IN AND FOR PALM BEACH COUNTY,FLORIDA, IN PLAT BOOK 1,0, 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, 1960 IN:OFFICIAL RECORD BOOK 564, PAGE 180) LOTS 1: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, WTHIN 0.00 FEET EASTERLY OF THE WEST LINE OF SECTION 27,TOWNSHIP 45 SOUTH,RANGE 43 EAST; AND THAT PART OF THE AFOREMENTIONED LOT I 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 270,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 LINE 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 PURCHASE AND DII'V[,LOlPMEN'I'AGRrrLM'EN' 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 23'56'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' 04.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 86 DEGREES 53' 14'WEST,A DISTANCE OF 41,94 FEET TO A POINT;THENCE RUN NORTH 76 DEGREES 26'58'WIDEST, 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 19,112 FEET TO THE POINT OF BEGINNING, SAID CURVE HAVING A RADIUS OF 12.00 FEET,A CENTRAL ANGLE OF 91 DEGREES IT 55",A CHORD BEARING OF NORTH 44 DEGREES 35'54- EAST AND A CHORD DISTANCE OF 17.16 FEET, PURCHASF AND I'OgC 15 Df 77 DEVELOPMENTPROJECTSITE PLAN PORC°I IASE AND DEV17LOPtvlr,N'I'AGRC I-XIE 'I" Page 16 of'77 _......., w ...... _.�,,,m _._��.. _..... us Mwy lb T w..,ca•,.. r w tip g. all i Mill, 9� d 4 TO 0 1 M 1 MwW9E7 aw�i �.. i � I k + Y E A " rr a m OHEN -FREEDMAN•E INOSA ASSO , Iii t4 P a KWI uu sin PURCI IASL AND DEVELOPMEN FAGREENIEN'r Page 1!7 of 77 EXIIIBI*I"'C*' SPECIAL WARRANTY DEED PURCHASE AND DEVELOPMENTAGREDIENT 11que 18 o(77 RECORD& RETURNTO; Gary S, Dunay, Esql. Moray, Miskel and Backnian. LLP 14 SE 4"'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 III ofthe Florida Statutes,havin -a mailing address of 7 10 N. Federal I-lighway. Boynton L Beach. Ft., 33432, Grantor and a having a mailing address of 1629 K Street. NW Suite 1120,0. Washington, DC20006 .Grantee, WYFNESSETI 1, that the Grantor For and in consideration of the sum oi'TEN DOLLARS 10.010)and other good and valuable consideration to Grantor in:hand paid by Grantee,the receipt whereof is hereby acknowledged. has granted, bargained and sold to the said Grallice and Grantcc*s heirs, successors and assigns forever, (lie Following described land, situate, lying and being in the County or PaIrn Beach, State or Florida(the-Property"),to wit: SEE EX H I B IT-A"ATFACI I ED 11 ERETO 'rhe Property conveyed herein is subject to the Following restriction: The Property set forth,on IlExhibit"A"slinil be included with the adjacent property already owned by Grantee as referenced on Exhibit -13-and together are hereinafter collectively referred to as the -Project.- Grantee has received approval from the City of Boynton Beach ror the site plan. attached hereto as Exhibit "C." (hereinafter the -Project") and shall diligently and continuously undertake commercially reasonable efforts to obtain all necessary approvals for the Project frorn the City of Boynton l3cach. Florida, Grantee shall commence construction for the development or tile Project within twenty-fbUr (24) months rrom the Efrective Date or the Ti,, Increment Revenue Funding Agreement attached hereto as Exhibit -D.- (the "Construction Commencement Period"). For purposes of this Special Warranty Deed. the term -cornmence construction"shall mean obtaining an official permit in hand for any or the construction activities contained herein and beginning to actually demolish,excavate or prepare the site for development of the applicable phase or tile Project in accordance with the City Code and continuing until completion of construction orlhe Project or Phase orthe Project as applicable in accordance Nvith the Florida Building Code, PURCHAS 17 AND DFVU LOPNIFNI AGREEMENT Page 19 of 77 In the event Grantee fails to commence construction for the development orthe Project as i provided for above, Grantee shall be obligated to collimence construction of public plaza (the "Plaza") on the Property containing benches, walkways, landscaping, irrigation and fighting in accordance with the provisions or Exhibit '`l*'.`"' Notwithstanding the foregoing, if at any time thercaller, Granice commences construction or the Project in accordance with the site plan approved by (lie City of Boynton, Beach., Grantee may abandon construction or. or demolish the construction of`clue Plaza in order to conStr=t the Project, Once,the Project has been substantially completed. this restriction shall terininate and be of no further rorce or effect. TOGETHER with all tenernents.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 with, said Grantee that Grantor is lawfully seized of' said land in fee simple; that Grantor has good right and JUWfUl ULIthority to sell and convey said land;that Grantor hereby fully warrants the tiille to said land and will defend the same against the lawful claims of all persons claiming by,through or Under Grantor. IN WITNESS WHEREOF,(lie Grantor has hereunto set his hand and seal [lie day and year first above written. Signed, sealed and delivered in the presence ol', Boynton Beach Community Development Agency 13y:_ Witness#1 Signature Name: Title: Witness 4 1 Printed Narric Witness 42 Signature Witness 42 Printed Name PURCI IASEAND MVELOPNIEN YAGRL 11%1ENT Page 20 of 77 STATE OF FLOR IDA CO UNTY OF PA LM B EA Cl I The rare in instrument was acknowledged before nae this day of by as cel" Boynton Beach Community Development Agency, who is persona I I y known to me or who prod tj ced a driver's I icense as iden(i f 1cat ion, Notary Public PURCHASE AND DEVELOPMENT AGREEMCNT Page 21 oF77 SPECIAL WARRANTY DEED EXHIBIT"A" LEGAL DESCRIPTION OF PROPERTY LOTS I 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 (NW. 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 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 1810, 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 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 1 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 I 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 OZ2 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"p9"EAST ALONG THE NORTH LINE OF SAID LOT 1 A DISTANCE OF 37.28 FEET TO A POINT ON THE SOUTH RIGHT O;V 44 7 Int.RCHASL AND CSC WELOPE ENT AGRFEMENT Page 22 of 77 OF WAY LINE OF KE, 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 LOT 1, A DISTANCE OF 254,12 FEET TO A POINT ON THEWEST RIGHT OF WAY LINE OF N.E.6TH COURT AS NOW LAID OUT;THENCE RUN SOUTH Oil DEGREES 23' 56" 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' 04"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, 500`", 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 411.94 FEET TO A POINT;THENCE RUN NORTH 76 DEGREES 26'58'WEST,A DISTANCE OF 50,34 FEET;THENCE RUN NORTH 89 DEGREES 45' 091" 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 311.87 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' 550,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 RIGHTA DISTANCE OF 19.1�2 FEET TO THE POINT OF BEGINNING,SAID CURVE HAVING A RADIUS OF 12.00 FEET, A CENTRAL AN OF 91 DEGREES IT 55', A CHORD BEARING OF NORTH 44 DEGREES 35'54"' EAST AND A CHORD DISTANCE OF 17.16 FEET. PURCHASE AND DEVELOPMENTA G RE EMU-NT Page 23 of 77' SPECIAL WARRANTY DEED EXHIBIT"B" GRANTEE'S EXISTING PROPERTY Lot 4 1,DI WEY'S SUBDIVIS[ON,according to die Plat thereof'*as,recorded in Plat Book 11, at Page 37, orthe Public Records of Palm Beach County, Florida, less and except the East 25 fleet and less and except [fiat part lying within 50 feet of the West line of Section 27,Township 415 Soutli, Range 43 East, Poini Beach County,Florida,and further less and except that part lying within 45 feet of the center line or State Road 804 and also Further less and except that part included in the external area of a 10 fbot radius arc which is tangent to a line parallel to and 25 fact West of the East line of Lot 41 and to a line parallel to and 45 lect North of the center line or state Road 804; said lands situate, lying and Teeing.. in Palm Beach County, Florida. Lots 3 through 6. inclusive, FUNK BROTHE"RS ADDITION. according to Elie 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 ree( and the West 50 I*cct thereof, for Road Rights of Way; said lands situate, lying arid being in Palm Beach County, Florida. in accordance with Agreement Plat(Plat Book 10, Page 2), PURCIIASE AND DEVELOIIMENI','1GREr�,\,�lt,,Nl' Page 24 of 77 SPECIAL WARRANTY DEED EXHIBIT'V PROJECT SITE PLAN Page 25 of 77 us Ay ft 1 N G ' Y 4 BMW MPSI —t —� PI�+I Jill uw If 411-13 � d 7� :y ._ c d OceOne COHEN»FREEd�>�dAN.EN INOSE ASSOF] n4 mr AY WWM WAOR FL ArchitecI4 Pei Q-FC--kMmm1ffWFL PLAN . � r PURCHASE AND 13LVELOPMENT AGREEMEN"T llagge 26 of 77 SPECIAL WARRANTY DEED EXHIBIT"D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURCHASE AND DEWELOPMENT AGREPMENT Pige 1-7 of 77 TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement (hereinafter­Agreemcrit") entered into as ofthe_day of ___, 2017, by and between:. 130VNTON BEACH COMMUNITY REDEVELOI)MENT AGENCY, a public agency created pursuant to Chapter 163. Part III of the Florida Statutes, (hereinafter referred to as with a business address of 7l 0 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 SOLIth Military Trail. Suite E-11, Boynton Beach, FL 33436(hereinafter referred to as the"Developer"), RECITALS WHEREAS, Developer intends to construct the Project which will include a minimum of 231 niulti-familly units with related amenities and approximately 8,575 square irect ofcommercial space as depicted in the Site [ Ian attached hereto as Exhibit "A," (hereinafter referred to as the ­Prqjccl") 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 eftectuate the construction and development of the Project:and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Revenue Funding for the Project will further the goals and objectives of the Community Redevelopment ["Ian; NOW THCREFORE, in consideration of the mutual covenants and promises set forth herein,(lie sufficiency of which both Parties hereby acknowledge, the Parties Agree as folllows: Section,I 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 (lie following meanings, which shall apply to words in both the singular and plural 110rals 01'SUCh words: 2.1, "Base Year" mean the base year for determining Tax Increment Revenue 1'rom (Ile PrCdect. PURCHASE AND DEVEI 011MLNT AGREEMENI" Page 28 a f 77 2.2 "Benchmarks" shall be the various percentage thresholds of occupancy of the 8.575 commercial/retail space for an),year of the Phase I Term asset forth in Paragraph 5,l,6, 2.3 "Certificate of Occupancy" means [lie certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building, or structure complies Nvith all applicable City of Boynton Beach Building,and Zoning Code requirements and that the carne may be used far the purposes stated therein. 2.4. "City" means the City ol'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 demolish. excavate or prepare the site for development of the applicable phase of (lie Project in accordance with the City Code and continuing until completion of' construction of the Project or Phase of the Project as applicable in accordance wifli the Florida Building Code. 2.6 "Community Outrench 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[lie 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 "Goad Faith Effort" is considered to have been made when the respective pal-ties have used reasonable means to cornply with the associated directives and/or provisions set Forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior. lacking heating, ventilating, all- conditioning, lighting, plumbing, ceilings. elevators, interior walls, ctc" and ready for lenant improvements. 2.11 "Umally Owned Small Businesses" means any bUSinCSS Lillu is wholly owned by individuals who reside in the City. if business is owned by a corporation,, then (lie 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 ill the City, 2.12 "Minimurn Living Wage" means the hourly rate that an individual must earn to support his or her family if they are [lie 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 DVEI,,011a%,IPNI'AGREI-rvlNI' Page 29 of 77 2.13 "Nationally Recognized High Performance Green Building Rating System" means any one of`the following: tile Florida Green Building Coalition (FGBQ Standards, the Green Building lnitiativc*s (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Standards, or the National Association of Homebuildiers(NA B)National Green Building Standards(NGBS), 2,.1114 "Pled�ged Project Increment Revenue" means all amount calculated by muhiplying Tax Increment Revenue rrom the applicable phase or the Project by agreed Upon pereemage factor as provided for in this Agreement. 2AS "Property" means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit"H," hereto. 2.16 "Site Plan" Shall mean Ifle approved Site Plan attached here(o as Exhibit "A." approved' by(lie City or Boynton Beach. rile #NW,SP 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 Erfective Date ofthis,Agreement, 3A.1 'file Project shall conform to the Site Plan and shall include the followilla. which shall hereinafter be referred to as Thase I lrnprovernenls:": It. Developer shall construct a minilituni of*231 multi-family residential units wifli related amenities. biDeveloper shall construct a minimum of 8,575 square Feet or commercial/retail space; C. 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 Ibe 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 park-ing. shared parking or any othermeans as allowed under local city ordinance.Upon completion of the Public PaWng, Developer and the CRA shall enter into a Parking Management Agreement to establish file maintenance responsibilities of the CRA fior tile, Public Parking. I r a Parking Management Agreement is not negotiated and executed by the Parties within one year of"the completion of construction of tile Public Parking. either party may request binding arbitration to complete the terms ofthe Agreement. d" Construction orthe multi-family residential units for the Project shall[ be in compliance with,qualify for and receive Florida Green Building Certification. PURCI IASE AND DEVELOPMENT AGREEMENT Page 30 o:f 77 c, Prior to and during the construction of the Project, the Developer shall a 11irc a Job placement consultant during the construction period of this Agreement. 0 1-1 est a job fair; 0 Give priority to Contractors that arc Locally Owned Small Businesses to participate in the construction of Phase I of tile Project. 0 Include in all contracts with Contractors requirements that the Contractors use Good Faith Efforts to hire and train City residents to participate in tile construction,of'Phase I of the Project; * Provide a list of job positions and descriptions to the Community Outreach Partner and agree to give priority to qualified job applicants rererred by the Community Outreach Partner to participate in(lie construction of Phase I or the Project; a Use Good Faith Efrorts to offer permanent job positions resulting from Phase, I of the Project to,qualified City residents: a Notify and refer job training and j,ob 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 Nvithin the City a minimum orthe Living Wage. Section 4. Annual Performance Report. Developer shall annually provide the CRA with all Annual Performance Report for the Project indicating(lie 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 taxes for the Property for the preceding year.Such report must be submiuccl to the CRA no later than the last day or April for(lie preceding year in a form substantially in:accordance with the form attached hereto as Ex'hibit"D." Section 5. Certification Requirements. 5.1 As a condition precedent to its receipt of.any Pledged propcc( Increment Revenue pursuant to this Agreement: 5.1.1 Developer must have taken all steps necessary to divide tile 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 PaIrn Beach County Property Appraiscr PURCHASE AND DFM�10PNIENT AGRLJc't�tENIT Page 31 or77 and these Parcel Control' Numbers have been placed on the Palm Beach County tax rolls and assigned taxable VaILIC prior to(tic Base Year for each Phase;and 5.1.2 Developer must have timely provided its Annual Perlormaricc Report providing evidence of compliance with tile requirements of(his Agreement us set forth below and evidencing that Developer has, paid all property taxes for (lie preceding year-, and 5.1.3 Upon receipt of the Annual Perlormance Report. 2. (lie CRA shall review and approve the Annual Performance Report Lit the next available CRA meeting as meeting the rqUirernems in Section 4 above and certifying Developer's compliance with all conditions precedent For receiving Pledged Increment Revenue fbr that Phase 1, which approval shall not be unreasonably withheld . 5.1.4 The CRA has received'rax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year;and 5.1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has flailed to meet its obligations under this Agreement or is otherwise in default under the terms of(his Agreement and has failed to sufficiently cure the default as provided for herein after appropriate notice of such default has been given. There is no obligation by the CRA to disburse the Direct incentive funding during any cure period or in the event the Developer is in default of this Agreement so long as,oncea 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 ol'time needed to core the default, 5.1.6 Should Developer flail to meet the Benchmarks set below regarding occupancy of 8,575 square feet or commerciallretail space (the' "Conimercial/Retail Space") for any year of the Phase ITerin,Developer's percentage of(lie Pledged Increment Revenue to be paid to Developer shall be reduced by 10%for that year of(lie Phase I Term. 4. Developer must certiry that 25%of the Corn m,ercial/Retai I Space has been occupied by commercial/retail tenants by at least the third year of the Phase I Term as defined herein. Once the 25% threshold is obtained, whether it be in the first, second or third year. the threshold shall be deemed satisfied forever,even, irin tile future the actual amount occupied thereafter is,less than 25%. Accordingly,as long as Developer did not deffitift under any commercial lease and continues in good faith to re-market the property for lease, once the 25% threshold is achieved, Developer shall be entitled to the Pledged Increment Revenue for the year in which the 25% threshold is achieved and each year thereafter during tile Phase I Term unless a greater Benchmark is achieved: b. Developer must certify that 50%of(lie Commercial/Retail) Space has been occupied by commercial/retail tenants by at least the sixth year of the Phase I Term as defined herein, Once the 50% threshold is obtained, whether it be in any year PURCHASE AND DEVELOPMENTAGREEMENT Pag 32 of 77 prior to the end of the sixth year of the Phase I Term,the threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less than 50%,Accordingly.as long as Developer did not default tinder any commercial lease and continues in good Will to re-market the property (or lease,once (lie 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 11 Term unless a greater Benchmark is achieved;and C, Developer must certify that 70%or the Commercial/Detail Space has been occupied by the commercial/retail tenants by at least the eighth year ofthe Phase I Ten-n as defined herein. Once the 70%threshold is obtained, whether it be in any year prior to the end of the eighth year of the Phase I Term, the threshold shall be deemed satisfied forever,even 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 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 (hereafter during the Phase I Term. 5.2 Certification. 5.2.1 developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.Ia. and 3.1.1.b. of this Agreement by providing a Certificate of Occupancy for all residentlM components or tile 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 rol Is For the Phase I Property, 5.21 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3,1.Ic of this Agreement by demonstrating that it has constructed (lie 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, 5.2.31 Developer shall confirm in its Annual Performance Report that it has met its obligation under Section 3.1.U of this Agreement by providing proof or receipt of Florida Green Building Certification. 5.2.4 Developer shall certify in its Annual I erformance Report that it has met its obligation tinder Section 3.1.Le orthis Agreement by: a. Demonstrating that it hiredand utilized the services, of Job placement consullant, and by reporting the job placement consultant's activities during construction of Phase I of the Project: L Demonstrating that it held as job Jair;and PURCHASE AND DEVELOPMrNI AGRUTME.NT 11age 33 of 77 C. Requiring all Contractors covered by the terms ofthis Agreement to provide annual copies of its records. reports or any other information necessary to monitor compliance with the provisions of Section 11.1c of this Agircement and require a I I Contractors to submit annual payrolls to the Developer that include the following information pertaining to all Locally Owned Small Business hired to work on or for Phase I ofthe Project: name, address and the number of hours worker] for the period,until a Certificate of Occupancy is issued For at least 90%of the residential units or i-,hasc I of the Project. Section 6. Pledged Project Increment Revenue. 6A Formula anti Term. 6.1 y I The arnount of' the Pledged Project Increment Revenue to be paid Developer pursuant to this Agreement is based on the following lormull: a. Developer shall receive Pledged Protect Increment Revenue for Phase I Improvements for a term of' eight (8) consecutive years, beginning Ilse year Developer demonstrates it has me( 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 (hercinaller the "Phasc I Team-)" The amount of Pledged Project Increment Revenue ducto Developer during the['base 1'Term shall be determined pursuant to the following formula, For Years I - 7 orthe Phase I Term. Developer shall receive Seventy-fivc percent(75%)of tile Pledged Project Increment Revenues actuallly received by the CRA; and For Year 8 ofthe Phase I Term,Developer shall receive Filly percent(50%) or the Pled-ed Project Increment Revenues actually received by the CRA. b. The Base Year fear determining"I'as 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. 61 No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not tile subject ofany prior pledge by the CRA and agrees that such revenues shall not be assigned,pledged, hypothecated or secured by the CRA for tile period covered by term or this Agreement. PURCHASE AND DEVELOPMENTAGREBIENT floge 34 or 77 6.3 Form of Payment. Payment of shall be in the form sof a CRA check made payable to the Developer. No payment made tinder this Agreement shall be conclusive evidence ol'the performance of this Agreement by Developer, either wholly or in part. and no payment shall be construed to relieve Developer of obligations tinder this Agreement or to be an acceptance offatilty or incomplete rendition ot'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 personnhy, 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 Ag reemen If to CRA,such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway, Boynton Beach, Florida 33435 Willi a copy to: Tara W, Duhy. Escl. Lewis, Longman & Walker, P.A. 515 North Flagler Drive Suttle 150;0 West PaIrn Beach, Florida 33401 1 r to Developer.Such notice shall be addressed to, Mr, Michael Ross Ocean One Boynton. LLC c/o Ciulfstream Property Management 9804 South Military Trial Suite E-I I Boynton Beach, FL,33436 Mr. William Morris Soullicoas,t Advisors, LIC 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. Bonnic Miskel, Esq., Gary S. Dunay, Fsq. Dunay, Miskel and Backman. LLP 14 SE 4"'Street Suite 36 Boca 11 aton, FL 3343 2 Section H. Default. The failure ol'Developer to comply with the provisions set forth in this Agreement shall constitute a de(hull and breach oFthis Agreement. If Developer fails to cure the default within thirty(30) days of notice from (lie CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. M. 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 Iwo(2)years of the Effective Date ifthe Developer has Failed In commence construction of the Phase I improvements subject to force majeure. Cither 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- 11. & The default of either Party. if such default is not cured within the time prescribed by this Agreement; b. The Parties enter into mutually agreed upon,written Addendum,tile effect ofwIlich 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 file development of the. Project, whether such damage or ini occurs before, during. or after tile construction of the Project or the Icnil of this Agreement, Developer hereby forever waives.discharges.and releases the CRA. its agents, and, its employees. to the fullest extent the law allows, from any liability for any damage or injury sustained by Developer, This waiver,discharge,and release specirically include negligence by the CRA, its, agents, or its employees, to the fullest extent the low allows. 10.2 Indeninification. Developer shall indemnify, save, and hold harmless the CRA, its agents,and its employees From any lliabi I ity.claim,demand,suit,loss.cost,expense or damage which may be asserted,claimed,or recovered against or from tile 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 MIN �C,7 PURCHASE AND DEVELOPMENT AGREEMENT Page 36 Gad 77 installation and removal)of'Developer. Nothing in this Agreement shall be deemed' to affect the rights, privileges, and sovereign immunities of the CRA as set Forth in Section 768,28, Florida Statutes. This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence,or intentional acts of the CRA, its agents or employees, Each party ass LJMeS alae risk of'personal h1jury and property damage attributable to the acts,or omissions of that party and its officers,employees and agents. 10.3 Assignment. This Agreement may only be assigned by the Developer to record! owners of tile Property with the prior written consent or the CRA, which consent shall not be unreasonably withheld. provided, however, that any assignee hereto shall specilically assume all of the obligations of the Developer under this Agreernent, 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 ofsuch other party, in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability oil the part of all),officer or agent ofthe CRA,nor shall it be construed as giving any rights or benefits hereunder to anyone other dean the CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against any person on the basis of race, color. religion.ancestry, national origin,age, sex. marital status. SCXLJOI orientation or disability l'or any reason in its hiring or contracting practices associated xvith this Agreement. 1 O�.6 No Partnership,Etc. Developer agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,,joint venture, or employee relationship, It is specifically understood that Developer is an independent contractor and that no employer/employce 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 sha 11: a Keep and maintain public records requiredi by the CRA to perform the public services provided for in this Agreement; b. Upon request from the CRA's custodian of public records,provide the CRA with a copy of the requested records or allow tile 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 laiv, C. Ensure that public records Ilia(are exempt or confidential and exempt from public records disclosure requirements are riot disclosed except as authorized by law for the duration of tile contract term and following completion,of the contract if Developer does riot transfer the records to (lie CRA. PURCHASE AND DEVELOPMENTAGRETMENT Page 37 of 77 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 ally duplicate public records (flat are exempt or confidential and exempt from public records disclosure requirements. If Developer keeps and maintains public records upon completion of tile contract, Developer sha I I 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 ol'public records,in a 1101-mat 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 BM,ntonBea,chCRA(t,,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, 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 rill such other agreements. No extraneous inrormadon may be used to alter tile 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 orrcquired,each orwhich shall be deemed an original, but all ofwhich;together shall constitute one and the same instrument. The executed signature page(s)from each original may be joined together and attached to one such original and it shall constitute one and (Ile same instrument. In addition,, said counterparts may be transmitted electronically (i.e., via facsimile or pdf formal document sent via electronic mail), which transmitted document shall be deemed an original document for al I purposes hereunder. 10.10 Agrocnient Deemed to be Drafted Jointly. 'rhis Agreement shall be deci!ncd to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact(hat 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 ol'this Agreement shall be governed by,and construed and enforced in accordance,with.the laws or tile State of Florida and the United States of America, without regard to conflict of law principles, Venue and jurisdiction shall be Palm Beach County, Florida, for al I purposes,to which the Parties expressly agree and submit. 10.12 Independent Advice, The Parties declare that the terms of this Agreement [lave been read and are fluffy understood, The Parties understand that (his is a binding legal document, ,,�AW-, PURCI JASE AND DEVUOPMENT AGREEMEN'l Page 38 of 77 and each Party is advised to seek independent legal advice in connection with the matters rercrenced herein,, 10.13 Sever-ability. If any part or this Agreement is round invalid or unen rorceable by any court.such invalidity or unenrorceability shall not affiect the other pat-is or[lie Agreement if the rights and obligations orihe Parties contained herein are not materially prejudiced and if the intentions ori"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 ivith Luivs.. In its performance tinder this Agreement.Developer shall comply with A applicable Weral and state laws and regulations and all applicable Palm Beach County,City of Boynton Beach. and CRA ordinances and regulations, 101.16 Effective Date. This Agreement will become eff4tive upon the date and time the last party executes this Agreement. 10,17 Survival. The provisions of this Agreement regarding public records. indemnity, and waiver shall survive [lie expiration or termination of this Agreement and remain in full farce and effect. INIA.14 ilk PURCHASE AND DEVELOPMENTAGREEMN'T Ngc 3,9 of 77 IN WITNESS OF THE FOIZEGOING, the parties have set their hands and seals the day and year I irst above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company Print Name: Print Name- Title: Print Name: STATE OF FLORIDA SS: COUNTY 01' BEFORE ME. an officer duty authorized by law to administer oaths and take acknowledgments, personally appeared as, of OCEAN ONE BOYNTON, LLC, and acknowledgedunder oath that he/511C has CXCCLited the foregoing Agreement as Elie proper oflicial of OCEAN ONE BOYNTON, LLC, for the use and purposes mentioned herein and that the instrument is tile act and deed ol'OCEAN ONE BOYNTON,LLC. Ile/she is personally known to me or has produced as identification, IN WITNESS OFTHE FOREGOING, I have set my hand and ofricial seal at in the State and County aforesaid on this -_day of . 2017. My Commission Expires: Notary Publ ic. State or Norida at Large ]REMAINDER OF PACE INTENTIONALLY LEFT BC l" ICRA SIGNATURE ON FOLLOWING PAGEI WITNESSES BOYNTON BEACH COMMUNITY REDEVELOPMENTAGENCV PURCHASE AND DEVELOPMENTAGREE MENT 11"age 40 of 77 By: Print Name: Steven Grant, CRA Board Chair Print Name: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE ME, all officer duly authorized by law to administer oaths and' take acknowledgments, personally appeared Steven Gran( as Board Chair of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGEENCY, and acknowledged tinder oath that lielshe has executed (fie roregoing Agreement as the proper of of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, for tile use and purposes mentioned herein and that tile instrument is tile act, and deed of BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, He/she is personally known to me or has produced as identification. IN WITNESS 01`T1 IE FOREGOING, I have set my]land and official sea] at in tile State and County aforesaid on this day of . 2017, My Commission Expires:E Pubilic,State offlorida at Large I PURC)IASE AND DEVEI.,011tvIEN'I'AGRF�r:.�%41-.N'I' Page 41 of 77 Exhibit"'A" (Project) (sec attached) PURCHASE E AND DEVELOPMENT ENT AGiREENI'ENT Page 42 of 77 W.W4 MAR us AY tea 1 � Jht 1 1011r.- I lit i k p a a 4 � d I wry Ij q I P 1 F PURCHASE AND DEVELOPMENT AGRCE'MENT Page 43 of 77 EAdbit "B" (Property) (:see attached) PURCHASE AND DEVI-I'l,OPN,IEN'I'AGREI-.'IvIEN'I' Pag 44 of 77 jjo�jts NIS 'r 0 YI SURVEYING & MAPPING To-,(5wj 241-m V-11=11-440 '33491 W01264 F=J569 241-5182 SKETCH AND LEGAL DESCRIPTION (NOTA SURVEY) OCEAN ONE - PIIASE 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 Or LOTS I THROUGH 6, "'FUNK BROS, ADDITION TO Tilt TOWN OF BOYNTON", AS RECORDED IN PLAT BOOK 2 AT PAGE 1.3 OF THE PUBLIC RECORDS OF PAI P. BEACH COUNTY, FLORIDA, 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 271 THENCE NORTH 89*55'38' EAST, ALONG THE NORTH i INE OF SAID SECTION 27, A DISTANCE OF 8,6,08 FEET; THENCE SOUTH 00004'22"' EAST, A DISTANCE OF 22.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89,55,381, EAST, A DISTANCE OF 216.56 FLET 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.ob FEET AND A CENTRAL ANGLE Or 88*2052" A DISTANCE OF 38.55 FEET TO THE POINT or TAN'G'ENCY; Tf IENCC SbUTH 01-43-30" EAST, ALONG A LINE 15,00 FEET WCST Or AND PANALLFI WITH THE, EAST LINE OF SAID LOTS I THROUGH 6 AND THE EAST UNE OF SAID LOT 'I IY A DISTANCE OF 287,77 FEET, THENCE SOUTH 88"3713" WEST, A DISTANCE OF 268.22 I`EETw THENCE NORTH 01023'00" 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; THINCE NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE, HAVING A RADIUS or 25,00 rFFT AND A CENTRAI, ANGLE OF 911'118'38", A DISTANCE Or 39.B4 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH,PALM BEACH COUNTY,FLORIDA, AND CONTAIN 8J,950 SQUARE FEET, MORE OR LESS, NOTES 1. REPRODUCTIONS OF THIS $XETCII ARE NOT VALID WITHOUT THE SIGNATURE AND Fit ORKANAL RAISED SEA. OF A FLORIDA UCLNSEV SURVEYOR AND MAPPER, 2. NO SEARCH OF THE PUBLIC RECORDS WAS MADE IN THE PREPARATION OF THIS SXCTCH AND DESCRIPTION 3» BEAPJNGS SHOWN HEREON ARE UASED ON THE WEST LINE Of IHL NONIHINEST ONE, QUARTER OF SECTION 27,HAVING A BEARING OF NORTH D1"23°00°" WEST,ACCORDING TO THE STATE PLANE COORDINATE SYSTEM,STATE OF FLORIDA,EAST ZONE,NORTH AMERICAN DATUM OF 1083, 090 ADJUSTMENT CERTIFICATION IHCREBY CERTIrY THAT THE SKETCH AND DESCRiPTION SHOWN HEREON COfJPL(ES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER 6107-6,FLORIDA ADMiNISIRATIVE CODE,PURSUANT TO SECTION 472.027,FLORIDA STATUTES,AND THAT SAJD SKETCH AND DESCRIPTION IS TRUE AND CORRECT TO Tflr BEST Of MY K14091LEDGE AND RELIEF AS PREPARED UNDER MY DIRECRON. SURVEYOR AND MAPPER FLORIDA LICENSE NO.LS5111 O;CEAN OK 08126/2017 L14 ray 0617-11 J." YD m, I OF 2' PURCHASE AND T)Etir'k.l.C"91''WNT t1;CaTCFC,MT?NT Page 45 of 77 P.0.c KETCH AND LEGAL DESCRIPTION W CURNER (NOT A SURVEY), SECT1C94� 27-45-43 $ "' k .179 � 4h113T FOUND) 4. tu N LINE' SECTION 27-46 4.3 �. _ 1 N�9°a;T"36''C " 46.5i@a'. . � t •,2�a.C? ® L-3B.5 " SOOO 04° 2"" ' -' — D-880 20`52" �. LOT' 1 �R.2 .0Q' A/W ALN"0 9NMIENT� t» C L-39.84" (ORB 39016,P . 7050 J , ;��� 0 91 18'38"" LOT 2 PAS _E L EEENT _ WRO 1�9094,P"G.1699) LOT 3 Trr "AGREEMENT PLAT" c'`� ,�. � tU (P Ila, 10"PG. 2) LOT.� M"FUNK 13ROS. ADDITION' Z OT 5C7 _.. __M c: >Orn Or LEST 6 v y 58'37"13""VkP 2Ca1 . 2' i r– DEDICATEO �s y 15" N'G "«AC, "EE149C'N:T PL AT«" . r` c LOT 41 ",0EWE`1Y'S S4J 'IJIIIASIO1~P (P.P1. 4,PSG. 37) " ABFt1�"1�4 bCTGV L ANICLERGIN LICENSED ROSINESS G.S. tIcrNSECJ SUM YDO OIN.pp. UFFM At REMUS pttN"OA p P-0.8. POINT Of RE951NNpGGtG I ---F-0.C, P31p�NT OF Cbpr INC'EWENT P.�. - P4.A3' tptpp9d4' } I q" . LINE LOT 1 P,O3 C.R. PALM SEA.0"1 COUN'T'Y R1G"4GtG7�$...�.... ......, — _ PC. " PACE . ............ ..m.OdE; ��AVENUE—(,SR Y WE. (,Sry. 3 . t.S.4. PROFIESSp.,GNAL SiR:Yk.YOR 4) a tAA pcA RIM m1t r-or-wAx aid.r 'GP crasx« 68J2RGN242 CT 2 4 PURCHASE AND DEVELOPMENT AGRI"'EMENT Page 46 of 77 Exhibit "C" (Public Parking) (see atlached} Vd ce.,N pfiNxs.n� �M "kS,'.h�MK'4ftl " d NSA tit W i � Id w 1 N o r re .• r, I 0 " 0! 0 LL JO L t,160,1 IPS, llq !VI.NN3),Vc1 T1 AX(1ClNV3SVII,1DU,l1 PURCHASIZ AND Dr;VEI.OP?VIIEN*r AGREEt*IENT Page 48 o 7 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 subcontractorl's contracts to hire and train focal residents 5Provided list of job positions and descriptions to Community Outreach Partner 6. Receipt of written confirmation from the contractor and subcontractors of the requ lreme nt to use minimum fixing 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 j1dentifying the public parking spaces)on Post construction Certification requirements Phase I certification(if applicable): I. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certlificates of Occupancy for the Phase I's 231 multi-farrilly units on PURCUTA SL AND DEVI,�'.].OPN-IE NI'A�Rri,7MI-'Nl' Pagc 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 I 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 PIJ RCI I ASE ANEW DEVELOPMENT AGREEMENT Page 50 o1'77 SPECIAL WARRANTY DEED EXHIBIT"E", PUBLIC IPLAZA PURCHASE AND 17E VEL.[TF'1a1ENTAG1tCC EENT" Page 51 or 77 :O" �., �� ��✓ L� �� G 4�PrP my �a�1�4 li ° t 1 q r MO d i% PyreJ� T m i,iJ�l�! n ab tl I —'A G1� ru I a, PURCHASE AND DEVE'LOPMENTAGREEMENT Page 52 of 77 EXHIBIT"D" TAX INCREMENT REVENUE FINANCE AGREEMENT PURCUJASt�AND DEVELOPMENTAGREECert ENT Page 53 of 77 TAX INCREMENI ,�_REVE,ME FUNDINGAGREEMENT This Tax Increment Revenue Funding Agreement(hereinaller"Agreernent")entered into asortlic-day`of__... 20J7, by and between: 130VNTON BEACH COMMUNI'l-V REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part M of the Florida Statutes,(hereinafter referred to as "CRA").with a business address of 710 North Federal i I ighway, Boynton Beach, Florida 33435, Lased OCEAN ONE BOYNTON, LLC, a Florida limited liability company. with a business address of c/o Washington Real 13state Partners, LLC, 9804 South Military Trail, Suite E-I 1. Boynton Beach, Ff. 33436(hercinafler referred to as the"Developer"). RECITALS WHEREAS, Developer intends to construct the Project which will includea minimum or 231 multi-flamily units with related amenities and approximately 8,575 square feet car commerciai 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 (fie Boynton Beach Community Redevelopment Plan; and WI-IL-'REAS, Developer has the knowledge, ability, skill, and resources to effectuatc the construction and development of the Project,and WHEREAS, the CRA has determined that a public-private partnership in which the CRA provides Tax Increment Ikevenue Funding for the Project will further the goals and objectives of the Community Redevelopment Plan-, NOW TI-WRE'FORE, in consideration of (lie mutual covenants and promises set forth herein,(fie sufficiency of which both Parties hereby acknowledge, the Parties Agree as follows. Section I. Incoi-12oration. The recitals above and all other inforination 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 or such words,: 2.1. "Base Year" mean the base year for determining'fax Increment Revenue from the ProiccL PURCHASE AND DE VELOPMENT AGREEMENT Pa-C 5-1 o,f 77 2.2 Benchmarks" shall be ithe various percentage thresholds of occupancy of file 8,575 commercial/retail space for any year of the Phase I Term as set florth, in Paragraph 5,1.6„ 2.3 "Certificate of Occupancy" means the certificate issued by the City Pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Beach Building and Zoning Code requirenlents,and that the same may be used for the Purposes stated therein. 2.4. "City" means tile City of'Roynton Beach, F'Iorida. 2.5. "Commencement of Construction" or "Commence Construction " means obtaining oil 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 tile applicable phase of the Project in uccordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 2.6 "Community Outreach Partner" nleans, the for-profit or non-profit group or organization selected by Developer with %vhom 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 "Contrador" means a general contractor, a subcontractor or any other business entering into a contract with the Developer related to the construction orthe llrqjcct or part thereof. 2.8 "Effective Date"' shal I mean the date the last party to this Agreement executes this Agreemea 2.9 "Good Faith Effort" is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior. lacking heating, ventilating, air conditioning, lighting, plumbing, ceilings, elevators, interior Nvalls, c1c. and ready for tenant improyements. 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 as corporation, then the corporation must be wholly owned by individuals who reside in the City. If tile business is owned by a partnership or limited liability company,then at least 20%or its partners or members must reside in the City. 2.12 "Minimuna Living Wage" means the hourly rate that an individual must earn to support his or her family 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 (tile Palm Beach County Living Wage Ordinance),as amended. PURO 1ASE AND DEVELOMMENT AGREEMENT hge 55 of 7'7 2.13 "Nationally Recognized High Performance Green Building Rating System" means any one of the following, the Florida Green Building Coalition (FGBC) Standards. the Green Building initiative's (G�BI) Green Globe rating system, time United States Green Building Council (USGBQ Leadership in Energy and Environmental Design (LEED) Standards. or file National Association offlomebuilders(NAHB)National Green Building Standards(NGBS). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue rrom the applicable phase of' the Project by agreed upon percentage fictoras provided for in this Agreement. .IS "Property" means time property subject to this Agreement upon which time Project shall be developed as more particularly described in Exhibit"B," hereto. 2.16 "Site Plan"' shall mean the approved Site Plan attached hereto as Exhibit *'A,*' approved by[lie City of Boynton Beach. file#NWSP 16-00, Section 3. Myglo)er's Obligations and Covenants. 3.'1. Construction of the Project. Developer agrees to Commence Construction orthe Project within two(2)years or the Effective Date or this Agreement, 3.1.1 The Project shall conform to, the Site Plan and shall include the following, which shal I hereinafter be referred to as"Phase I Improvements:'*: E Developer shall construct a minimunn of 2311 multi-family residential units with related amenities. 9. Developer shall construct a minimum of 8,575 square feet of commercial/retail space: h. Developer sliall construct Parking I mproverne tits.conceptually depicted on Exhibit."C,"hereto, consisting,at a minimum of Fiifty(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 OIC Public Parking, Developer and the CRA shall enter into a Parking Management Agreement to establish (lie maintenance responsibilities of the CRA for the P,ublic Park i ng. Ira 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 terrils of the Agreement. i. Construction ofthe multi-flarnily residential units for the Project shall be in compliance Nvithi, qualify for and receive Florida Green Building Certification, PURCHASE AND DEVELOPMENI AGRETMEN'r Page 56 of 77 Prior to and during the construction of(lie Project.the Developer shall I lire a job placement consultant during the construction period of this Agreement, Host a Job fair-, 0 Give priority to Contractors that are Locally Owned Small Businesses (o participate in the construction of Phase I of tide Project; 0 Include in all contracts witil Col,itractors requirements (hot the Contractors use Good Faith Efforts to hire and train City residents to participate in the construction o F Pha se I o f(lie Project; * Provide a list of 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 or I'llase I of the Project; 0 Use Good Faith Efforts to offcr permanent job, positions rcsidting from Phase I of the Project to,qualified City residents: 0 Notify and'refer job training andjob placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in[lie event each are able and willing to provide such training;and o Pay or cause to be paid new hires in all permanent positions residing within the City a minimum of(lie Living Wage, ,5ection 4. Annual Pcrforrnance Report. Developer shall annually provide (lie C'RA with an Annual Perforniance 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 ol'April flor the preceding year in as Form substantially in accordance with the rorni attached hereto as Exhibit I'D." Section 5. Certirication Requirements. 5.1 As a condition precedent to its receipt or 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 PUMCIS 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 PURMASE AND DEVELOPMENT AGREEMENT Pap 57 of'77 and these Parcel Control Numbers have been placed on tile Palm Beach County tax rolls, and assigned taxable value prior to (lie Base Year fear 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 Portia below and evidencing that Developer has paid all property taxes for (lie 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 will) all conditions precedent far receiving Pledged Increment Revenue for that Phase 1, which approval shall not be unreasonably withheld , 5.1.4 The CRA has received Tax Increment RCVCMICs from the completed Phase I Improvements subsequent to tile 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 dcl'aull under tile! terms of this Agreement and has railed to suffisciently cure the 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 ill the event tile 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 tile same period of time needed to cure tile default. 5.1.6 Should Developer fail to meet the Benchmarks set below regarding occupancy of 8.575 square feet of commercial/retail space (the "'Coin mere io Meta i I Space")for any year of(lie Phase I Term,Developer's percentage of the Pledged Increment Revenue to be paid to Developer shall be reduced by I O%for that year of tile Phase I Term, d. Developer must certify that'25%of the Commercial/Retail Space has been occupied by comnilercial/retail tenants by at least the third year of the Phase I Term as defined herein. Once the 25%threshold is obtained, whether it be in the First. second or third year, (lie threshold shall be deemed satisfied forever,even if in tile 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 for the year in which the 25% threshold is, achieved and each year thereafter during the Phase I Term unless a greater Benchmark is achieved; C. Developer must certify that 50%of the Comniercial/Retail Space has been occupied by commercial/retail tenants by at least tile sixth year ofthe Phase [Term as defined herein. Once tile 50% threshold is obtained, whether it be in any year PURCH ASE AND DEWELOMMENTAGRECMM r Page 5s or77 prior to the end of the sixth year orthe Phase I Term, the threshold shall be deemed satisfied forever, even if in (lie Future the actual amount occupied thereafter is less than 50%.Accordingly.as long as Developer did not default tinder any commercial lease and Continues in good faith to re-inarket the property for lease,once tile 50% threshold is satisl ied, 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 f 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 any year prior to the end or the eighth year of[lie Phase I Term, the threshold shall be deemed satisfied forever.even if in the future the actual amount Occupied thereafter is less than 70%. Accordingly, as long as Developer did not defiault tinder any commercial lease and continues in good faith to re-market tile 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, 51.1 Developer shall certiry in its Annual Performance Report that it has iinet its obligation under Section 3,1.1a. and 3.1,I b, of' this Agreement by providing a Certificate of Occupancy for all residential components or the phase i Improvements and Certificate of Completion for till nonresidential components of the Phase I Improvements from the City or Boynton Beach indicating the 100 percent completion of alll Phase I Irnprovernews and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1,Lc of this Agreement by demonstrating that it has constructed the Public Parkin-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 confirill in its Annual Performance Report that it has (-net its obligation tinder Section 3.1.Ld 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 tinder Section!3,1.ke ofthis Agreement by: a. Demonstrating that it hired and utilized the services of a job placernent consultant and by reporting the Job placement consultant's activities during construction of"Phase 11 ofthc Project: b. Demonstrating that it held to jol) Fair; and PURCHASE AND DE VELOPMENT AGREUVIENT 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 c of this Agreement and require all Contractors to submit annual payrolls to the Developer that include tile 1`61lowing information pertaining to all Locally Owned Small Business hired to work on or for Phase I of the Project: name,address and the number of'hours worked for the period.Until a Certificate of Occupancy is issued for at least 90%of*the residential units,of Phase I of the Project. Section 6. Pledl ed ProiccOncreincut Revenue. 6.1 Formula anti 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 Pledged Project Increment Revenue for Phase I Improvements ror a term of eight (8) consecutive years, beginning the year Developer demonstrates it his met all conditions precedent to receiving Pledged Project Increment Revenue as provided in Sections 3, 4, and 5 cal"this Agreement for the Project and upon final certification of (ax 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 Tenn,Developer shall,receive Fifty pereen((5(I%) 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 the Phase I Term.,the year prior to commencement of construction of Phase I Improvements on the property, 6.2 No Prior Pledge of Pledged Project Increment Revenues. The CRA warrants and represents that the Pledged Project Increment Revenues are not the subJec(of any prior pledge by the CRA andagrees that such revenues shall not be assigned,pledged.hypothecated or secured by the CRA Im the period covered by term of"this Agreement. PURCHASE AND DUCLOPMENI"AGREEMENT Page 60 of 77 6.3 Forin of Payment. Payment ofshaH 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 ofobligationS Linder this Agreement or to be an acceptance Of Nulty 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 i pursuant to this Agreernient shall be in writing and shall be delivered personally, or by recognized overnight courier or sent by certified mail, postage prepaidl. return receipt requested, The use of electronic communication is not considered as providing proper Notice pursuant to this Agrecment. If to CRA, such notice shall be addressed to: Michael Simon. Interim Executive Director Boynton Beach Community Redevelopment Agency 710 North Federal Highway, Boynton Beach, Florida 33435 With a copy to: Tara W, Duhy,, Esq. Lewis, Longman& Walker,P.A. 5 15 North Flagler Drive Suite 1500 West Palm Beach, Florida 33401 if to Dcvclopci-, such:notice shall be addressed to: Mr. Michael Ross Ocean One Boynton.LLC c/o Gulfstream Property Management 9804 South Military'Frial Suite E-I I Boynton Beach. IL 334136 Mr. William Morris Southcoast Advisors, LLC 777 V.. Atlantic Avenue Suite 100 Delray Beach, FL 33483 F� Davis Camalier Washington Real Estate Partners 1629 K Street N.W PURCHASE AND DUELOPNIENT AGREEMENT Page 61 of 77 Suite 1200 Washington, DC 20006 Willi 0;copy to: Bonnie Miskel, Esq. Gary S. Dunay, Esq, Dunayj Miskel and Backman, LLP 14 SE 4111 Street Suite 36 Boca Raton, FL 33432 Section 8. Mault. '['lie failure ol'Developer to comply with the provisions set forth in this Agreement shall constitute a defilult and breach of this Agreement. If Developer fails to cure the default within thirty (30)days or notice From [lie CRA. the CRA may terminate this Agreement and ali obligations For payment of Pledged Project Increment Revenue to Developer shall cease, Section 9. Termination. Unless earlier terminated pursuant to time 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 ofthe Efflective Date if the Developer has railed to commence construction ofthe Phase I Improvements subject to force majcurc. 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: C, The default of either Party. it such del'ault is not Cured within time tirric prescribed by this Agreement; d. The Parties enter into as mutually agreed upon, written Addendum,the effect of which is to terminate this Agreement. Section 10. Miscellaneous Provisions., 101.1 Waiver. *file, CRA shall not be,responsible for any property damages or personal injury sustained by Developer from any cause whatsoever related to the development or time Project, whether such darnage 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 (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,anti release specifically include negligence by the CRA, its agents, or its employees, to the fullest extent the law allows, 10.2 Indemnification. Developer shall indemnify, save. and hold harmless the CRA. its agents,and its employees from any liability.claim.demand,suit, loss,cost,expense or damage which may be asserted,claimed,or recovered against or from the CRA,its agents.or its employees. by reason of any property damages or personal injury. including .death. sustained by any person whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or (lie faulty equipment (including equipment PURCI 1ASE ANO 1)1'-VEI,011t\rll-N,r'AGI�EEtv]rNT Page 62 of 77 installation and removal) of Developer. Nothing in (his Agreement shall be deemed to a Meet the rights, privileges, and sovcteign immunities of the CRA as set Forth in Section 768!,28, Florida Statutes, This paragraph shall not be construed to require Developer to indemnify the CRA for its own negligence. or intentional acts or the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or ornissions of that party and its officers,employees and agents. 10.3 Assignment. This Agreement may only be assigned by the Developer to record owners ol'the Property with the prior written consent of(lit, CRA, which consent shall not be unreasonably withheld.provided, however, that any assignee hereto shall specifically assume all ofthe obligations of the Developer under this AgreerocilL 10.4 Successorsund 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 oil tile part of any officer or agent orthe CRA.nor shall it be construed as giving any rights,or benefits hereunder to anyone other than the CRA and the Developer. 10.5 No Discrimination. Developer shall not discriminate against any person on tile basis orrace,color. religion. ancestry, national origin. age.sex, marital status.sexual orientation I 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 deerned or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that Developer is an independent contractor and that no employerfemployce or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance under this Agreement. 10.7 Publ:ic 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-, I Upon request from the CRA's custodian ofpubfie records,provide[fie CRA with a copy of(lie requested records or allow the records to be inspected or copied within a reasonable time at at cost that does not exceed the cost provided in this chapter or as,otherwise provided by law., 19. 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 ol'the contract if"Developer-does not transfer the records to(fie CRA. PURCHASE AND DEVELOPMUNT AGRMIFNT gage 63 or 77 ll. Upon completion of(lie contract, transfer, at no cost, to tile CRA all public records in possession of Developer or keep and maintain public records required by tile CRA to perform the service, If Developer transfers all public records, to tile 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 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 orpublic records,in a format that is compatible%vith the inrormation technology systems or 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 33,435;or BovntooI3cachCRA4(tbfIuS. 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and C, understanding between the Parties concerning tile subject matter expressed herein, No terms herein may be altered,except in writing and then only irsigned by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, condition's or representations, of any kind or nature, oral or written, concerning the subject matter "pressed herein,are merged into this Agreement and the terms or this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of dais 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 tile 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 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 fiavorably towards any or tile parties by virtue of the fact that one party or its attorney drallcd 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 or this Agreement shall be governed by, and construed and enforced in accordance with, the law's of tile State ofl'lorida and tile United States of America, without regard to conflict of law principles, Venue and jurisdiction shall'be Palm Beach County, Florida. for all purposes.to which (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, 1s xI lcl<', PURCHASE AND DEVI�L.OPiMENI'AGPEE.\olf,,INT Page 64 of 77 and cach Party is advised to seek- independent legal advice in connection Mth the matters referenced herein,, 10.13 Severability. If any part of this Agreement is found invalid or unenforceable by Lilly court. such invalidity Or Uncriforceability shall not aficcl the other parts of tine Agreement it' the rights and obligations ol'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 ivithLaivs. In its performance underthis Agreement,Developer shall comply with all applicable federal and state laws and regulations and all applicable Palm Beach Z�) County, City ofBoynion 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. 111.1'7 Survival. The provisions or this Agreement regarding public records. indemnity, and waiver shall survive the expiration; or termination of this Agreement and remain in I'Lill farce and effect. PURCHASE AND DEVELOPMENTAGREEWNT Pable 65 or 77 IN WITNESS OF THE FOREGOING,the parties have set ificirliands and seals the day ,and year first above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited liability company By• -—----- Print Name: print Name: Titic: Print Name- STATE OF FI,ORIDA SS.-, COUNTY 01' BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared as '—, of OCE AN ONE BOYNTON, LLC. and acknowledged under oath that he/she has executed the foregoing Agreement as the proper official of OCEAN ONE BOYNTON, LLC, Fear the use and purposes mentioned herein and that the instrument is the act and deed ofOCEAN ONE BOYNTON,LLC. I Ic/she is personally known to rile or has produced as identification. IN WITNESS OFTHE FOREGOING. I have set i'Tly hand and official seal at in tile State and County aforesaid on this day of 20IT My Commission Expires: Notary Public. State of Florida at Large [REMAINDER,OF PAGE INTENTIONALLY LEFT HLANKJ [CRA SIGNATURE ON FOLLOWING PAGE[ WITNESSES BOYNTON BE,ACH COMM UNITY REDEVELOPMENT AGENCY PURCI 1ASE AND DEVELOPME.N7 AGREEMIENT Page 66 of 77 Print Name: --- By: Steven Grant.CRA Board Chair Print Name: STATE OF FLORIDA SS: COUNTY OF PALM BEACH BEFORE MC, an officer dully authorized by law to administer oaths and take acknowledgments, personally appeared Steven Grant as Board Chair tar BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY. and acknowledged under oath that lie/she has executed the foregoing Agreement as the proper official of BOYNTON 13EACI-I COMMUNITY REDEIVELOPMENT AGENCY, fear the use and purposes mentioned herein and that (lie instrument is the act and deed of BOYNTON' BEACH COMMUNITY REDEVELOPMENT AGENCY. He/she is personally known to me 01' has produced as identification, IN WITNESS OF THE FOREGOING, 1 have set my hand and official sealat in the State and County al"Gresaid on this day 2017. My Commission Expires: Notary Public,State of Florida at Large PURCHASE AND DEVELOPMENT AGREEMENT Page 67 oF77 Exhibit "A" (Project) (see attached) PURCHASE AND DFVEI.OPNIEN'I'AGIIEEN�lf-.N'I' Fags 68 of 77 k'aka M � a �r g _ - .,... fT k all PH : m_ a qq�_. . 1 1 lit w — • v �_ q g W q Nil ri }'C OneCOHEN-FREEDMAN,E CtNO A ASSOC PURCMASE AND DEAL'NMENT AGRUMENT Page 69 of 77 Exhibit "B" (Prnperty) (see attached!) e PURCHASE AND DI VELCDPyA^IENT°AGRECu"'ti"1'I:N'I Page 70 of 77 047 ON P oom RW py Teta I561)20-m Oxa TNalm"Fiwda *sal DIUR�+EYINC# 8,IMAPPN p C.Qwl suaa WIAuilxwtu iCiull LI37FF4e F"050241.51$2 SKETCH AND LEGAL DESCRIPTION (NOT A SURVEY) OCEAN ONE - PHASE T LEGAL AL DE CRIPTION A PORTION OF THE NORTHWEST CINE-QUARTER OP SECTION 27, TOWNSHIP 45 SOUTHRANGE 43 EAST, PALM BEACH COUNTY, FLORIDA,, INCLUDING PORTIONS 61F LOTS I THROUGH 8, "FUNK OROS. ADDITION TO THE TOWN OF BOYNTON", AS RECORDED IN PLAT BOOK 2 AT NAGE 13 OF THE PUITI_IC RECORDS OF PALM, BEACH COUNT Y, F1 ORIDA. AND A PORTION OF LOT II "DEIWEY"S SUBDIVISION"', AS RECORDED IN PLAT BOOK 'I AT PAGE 3.7 OF SAID PUBLIC RECORDS, ALI. IN ACCORDANCE WITH THE "AGREEMENT PLAT", AS RECORDED IN PLAT BC.DDK 10 AT PACE 2, AND BEING MORE PARTICULARLY DESCR EIED AS FCILLCI'WS� COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 271 THENCE. NDRTI 189""55'38" EAST, ALONG THF NORTH LINE OF SAID SECTION 2'7, A DISTANCE OF 86.08 FEET, THENCE SOUTH DCD"04'72" EAST, A DISTANCE OF 22.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89"55`38" EA'ST, A DISTANCE OF 216,56 FEET TO THE POINT" OF CURVATURE' OF A CIRCULAR CURVE TO THE RICHT" CHENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF SAID CURVE, HAVING A RADAJS LDF 25,CID DEET AND A CENTRAL ANGLE OF 8B"219°52", A DISTANCE OF 38.55 FE'E'T TO THE POINT OF TANGENCY; 711ENCE SOUTH 01'431,307 EAST, ALONG A LINE 15.00 FEET WEST OF AND PARAI LEI WITH THE EAST I INE OF SAID LOTS I THROUGH D. AND THE EAST LINE OF SAID I CIT 41, A DISTANCE OF 287.77 FEET; THENCE SOUTH 88""37 13" WES'1.. A DISTANCE. OF 268 22 FEE T+ THENCE NOR I H CII"23"0701" WEST" ALONG A LINE 60 00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID SECTION' 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIC»IIT, TIICNCE NORTHERLY AND EASTERLY ALONG THE AIDC OF SAID CURVE, HAVING A RADIUS Or 25"00 FEET AND A CENTRAT ANGLE OF 91" 18138", A DISTANCE OF 39.84 FEET TO THE POINT OF BEGINNING. SAID LANDS 'SITUATE IN THE.. CITY OF BOYNTON BEAMPALM LEACH COUNTY, FLORIDA. AND CONTAIN 83,950 SQUARE FEET,MORE, OR LESS. NOTES I. REPRClDtiCTICD s or TN#IS SKETCH ARC: NOT VALID WITHOUT 71-IE SIGNATURE AND [HE ORIGINAL RAISED SEAT. OF A FLORIDA LICOSED SURVEYOR ANN) MAPPER, 2. NO SEARCH OF THE PURIIC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND {DESCRIPTION 3. BEARINGS SI,OWWN HEREON ARE MED ON THE "BEST LINE Of llf NORTHWEST C)NE• QUARTER OF SECTION 27,HAVING A %ARING OF NORTH 01"2:1'010" WEST ACCORDING TO THE 'STATE PLANE COORDINATE SYSTEM.STATE OF FLORI7A,FAST ZONE,h OATH AMERICAN DATUM OF 1+383,I900 AwIDJUSTMENT. CERTIFICATION INiERCB'Y CERTII"Y THAT THE SKETCH AND DESCRIPTION SHOWN HEREON COMPLIES WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER SIC17-6,FLORNDA ADMINISTRATIVE CODE,PURSUANT TO SECTION 472.027,FLORIDA STATUTES,AND THAT SAID SKETCH AND DESCRPTIC)N IS TRUE; AND CORRECT TD THC BEST Of FAY HNOVILELDOE AND BELIEF AS PREPARED UNDER MY IIIRLC.I'IDN. SURVEYOR AND MAPPER FLORIDA LICENSE NO LS5I11 " CCEIw Olt Wflo 4IIA76A2017 owe Aww. n41a4 ;AMG u7 t" ,d5bG ax"ar aa OU SST tOF'2 I PURCHASE ANDS 1 EVEL O 7R"1EN,1 AGREEMENT Page 71 or77 KETCH AIV®LEGAL DESC IPTION NO-ARNER (NOT A SURVEY) SECTION 27-45-4 I-S .. � _.... 1NOT FOUND) 1189°55'38'"E 86.08" B � g °INTO BEACH BOULE"VA�4R -' P.O^ .I . (jN � LINE SECTION 27-+45-43 1489" 16.5Ewx L-38.55" SO04*2 E. r .. 0.88'20'52xx R-2500' q�//^�_ LED�yT ryy�1 yp� yry yip ry 60' L•39.84' (ORB 9Q1 N1�G 971D I, LOT 2 ! FPL 1�lwwSi7mit-4T .... . (ORB 19094.,PG.1699) LOT 3 �- ""AGREEMENTIPR.PLAT" z 0. nR 1P1B. 10.P8. 21 LST 4 �[r1N " 0 "FUNK BROS. A.17T1"TFON' � � L"°x C ' LOT 6 � HI S88"'3"7"'13'"W 268.22' I;a —1WR/W TO BE 11IE1D' ATEDto 10,�^ "AGREEMENT PLAT" � �� (p,& 11"1.PG.2) LOT 41 "LDE E"Y'S SUBDIVISION" (P'.B. 1N P'GI. 37) . y� ABBRE\AATIONS 4 x ARICLENO'I N Ik OUtA ItCENT'RA4 AA9M l LLICENSED BUSINESS L.S» L ICEMSID SINIRRETIIRI 0 RI.II. CFFICIALL RECTI US E4au LA P3INT Of COWEKEItInT S.LINE LCAT 41 P.�.ra»gyp. f,Atm AENI WWI PEC S pq. PACE, F.S.LI. . PROFESSIONAL SulsT TI1n 4 C3C�N I AV hG'UB( 804 a u4ppEn AM NItl11T-tF•MAY :flRR M@. 04172 j;Idl NadNxma _,r ill d5. X�attfa ': ' x lla x R { 4 5 i PURCI[ASE'AND DEVELOPMENT AGREEMENT Page 72 of 77 Exhibit "C" (Public Parking) (see attached) "-F 'aAW ,X 10, �R M � N 7 e e w.w.� y. k q w w 0 i PURCI IASE AND DEVELOPWNTAGRKMENT Page 74 of'77 EXHIISIT"Y' 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 2Hosted 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 5Provided list of Job positions and descriptions,to Community Outreach Partner 6. Recelpt 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 SO additional public parking spaces(identifying the public parking spaces)on Post construction Certification requirements Phase I certification(if applicable): L 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 DEVI-,.t.OPMI,'N'I'AGREEPMEN"l' flaw 75 of 77 2. Provided a Certificate of Completion for the Project's 8,575 square feet of commercial is completed as a GreV Shell on 3,. Provided certificate of completion of the 50 Phase I public parking spaces an 4. Provided written confirmation of compliance with a Nationally Recognized High Performance Green lBuilding Rating System on, PURCOASE AA'43 DEVELOPNILKYAGREENIENT Page 76 of'77 EXHIBIT-F]" THE PLAZA DEVELOPMENTPLAN VUR "I IASE AND D VEL RMENT A REEMENT Page 77 of 77 a � in 4 7 7 tp ur' 4 If �rr� Ul pe I 04 X A u " it ii�,%� 4 r" l /iiMq i � , ra �.�„ �� �. t � I ,r ,� ' �, �, ,,r ����'�' � � ��� r ��, r,, r �� ff�/�'r �;��, w,v j; l �/ ,,1 �� � rwyr J�� �� 1 i � ,��, ry � r ? r r ✓c{ i� r� /� 1 �. � d,19 �� � � � �,;�� �'4�v �.,� ��� i �� l � �� ,� o,o,�, �;„:� r� �!� ,�, �u � � ,r i i � � �M i ,� 9 j ; R fl b z .. 4 a F i� mi ' MEN r mn r 3 s - i ll.T—_mmemd --------------- ®®®® I A A —__se°a—___-- - 1 n a d A ' zs'. A �`I ili tl 8 � m e- JI }ee g �a 0 pq � &. TAX INCREMENT REVENUE FUNDING AGREEMENT This Tax Increment Revenue Funding Agreement(hereinafter"Agreement")entered into asortheV dayof lNoAA:9-j�-1 201 y aetween:it bnd b I om BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part I I I of the Florida Statutes,(hereinafter referred to as "CRA'). with a business address of 710 North Federal Highway, Boynton Beach, Florida 33435. and OCEAN ONE BOYNTON, LLC, a Florida limited liability company. with a business address or c/o Washington Real Estate Partners, LLC. 9804 South Military Trail. Suite E-11. Boynton each.FL 33436(hereinafter re erre to as the 6'DcveiopCe'). IkECIT*ALS W14EREAS, Developer intends to construct the Project which will include a minimum or 231 multi-ramily units with related amenities and approximately 8.575 square rect or commercial space as depicted in the Site Plan aud hereto as Exhibit"A,"(hereinafter rcrerred to us the"Project"):and WHEREAS.the CRA has determined that the Project fuers the Boynton Beach Community Redevelopment Plan;and WHEREAS,Developer has the knowledge,ability,skill f.and resources toeffectuate the construction and development oft c Prcject-,and WHEREAS,the CRA has determined that a public-private partnership in is the CRA provides Tax Increment Revenue Funding for the Project will fu her the goals and objectives or the Community Redevelopment Plan; NOW THEREFORE, in consideration of the mutual covenants and promises set rorth herein.the sun iciency or is both Parties hereby acknowledge.the Parties Agree as rollows: &Egon 1. Incorkoration. The recitals above and all other inronnation above are hereby incorporated herein as if fully set forth. sectio Definitions. As used in this •e em the following terms shall have the following meanings. which shall apply to words in both the singular and plural forms or such words: 2.1. "Mase Yertr"mean the base year for determining Tax Increment Revenue from the Project. 2.2 "Benchmarks" shall be the various percentage thresholds of occupancy of the 8,575 commercial/retail space for any year of the Phase I Term as set forth in Paragraph 5.1.6. 2.3 "Certificate of Occupancy"means the certificate issued by the City pursuant to the City of Boynton Beach Building and Zoning Code indicating that a building or structure complies with all applicable City of Boynton Reach 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 1`or any of the construction activities contained herein and beginning to actually demolish. excavate or prepare the site for development of the applicable phase of the Project in accordance with the City Code and continuing until completion of construction of the Project or Phase of the Project as applicable in accordance with the Florida Building Code. 2.6 "Community Outreach Partner" means the for-profit or non-prolit group or organization selected by Developer with whom Developer shall coordinate nn 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 ofthe Project or part thereof. 2,8 "Effective Date" shall mean the date the last party to this Agreement executes this Agreement. 2,9 "Good Faith Effort" is considered to have been made when the respective parties have used reasonable means to comply with the associated directives and/or provisions set forth in this Agreement. 2.10 "Grey Shell" means an unfinished interior. lacking heating, ventilating, air conditioning, lighting. plumbing, ceilings. elevators. interior wails, etc. and ready for tenant improvements. 2.11 "Locally Owned Small Businesses"means any business that is wholly owned by individuals who reside in the City. If a business is owned by a corporation,then the corporation must be wholly owned by individuals who reside in the City. If the business is owned by a 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 sale provider and are working full time(2,080 hours per year) in accordance with Palm Beach County Code Chapter 2, Article IV, Division 3 (the Palm Beach County Living Wage Ordinance),as amended. 2.13 "Nationally Recognized High Performance Green Building Rating System" means any one of the following: the Florida Green Building Coalition (FGBC) Standards, the Green Building Initiative's (GBI) Green Globe rating system, the United States Green Building Council (USGBC) Leadership in Energy and Environmental Design (LEED) Standards, or the National Association of Homebuilders(NAHB)National Green Building Standards(NGBS). 2.14 "Pledged Project Increment Revenue" means an amount calculated by multiplying Tax Increment Revenue from the applicable phase of the Project by agreed upon percentage factor as provided for in this Agreement. 2.15 "Property"means the property subject to this Agreement upon which the Project shall be developed as more particularly described in Exhibit"B,"hereto. 2.16 "Site Plan" shall mean the approved Site Plan attached hereto as Exhibit ``A," approved by the City of Boynton Beach,file#NWSP 16-002. Section 3. bevelo er's Obli ations 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 t°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 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 ofthc Agreement. d. Construction of'the multi-Family 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; * I-lost a job fair: * Give priority to Contractors that are Locally Owned Small Businesses to participate in the construction of Phase I of the Project, * Include in all contracts with Contractors requirements that the Contractors use Good Faith Efforts to (tire and train City residents to participate in the construction of Phase I orthe Project; * Provide a list ofjob 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 Phasc I of the Project; * Use Good Faith Efforts to otter pennanent job positions resulting from Phase I of the Project to qualified City residents, * Notify and refer job training and job placement opportunities to the Boynton Beach Community High School and South Tech Academy in Boynton Beach in the event each arc able and willing to provide sucli training,and * Pay or cause to be paid new hires in al i permanent positions residing within the City a minimum of the Living Wage. Section 4. Annual Performance Report. Developer shall annually provide the CRA with an Annual Performance Report For the Project indicating the status of Developer's compliance with the requirements of this Agreement as set forth in Sections 3 and S of this Agreement and evidencing;that Developer has paid all property taxes f'or the Property for the preceding,year.Such report must be submitted to the CRA no later than the: last day of April for the preceding year in a form substantially in accordance with the form attached hereto as Exhibit"©." 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 trust have timely provided its Annual Performance Report , providing evidence of compliance with the requirements of this Agreement as set Forth below and evidencing that Developer has paid all property taxes for the preceding year: and 5.1,3 Upon receipt of the Annual Performance Report, 2. the CRA shall review and approve the Annual Performance Report at the next available CRA meeting as meeting the requirements in Section 4 above and certifying Developer's compliance with all conditions precedent for receiving Pledged Increment Revenue for that Phase I, which approval shall not be unreasonably withheld: 5.1.4 The CRA has received Tax Increment Revenues from the completed Phase I Improvements subsequent to the Base Year:and 5,1.5 Developer shall not be entitled to any Pledged Project Increment Revenue payments if the Developer has failed to meet its obligations under this Agreement or is otherwise in default under the terms of this Agreement and has failed to sufficiently cure the default as provided for herein alter 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:.8 Should Developer fail to meet the Benchmarks set below regarding occupancy of 8.575 square feet of commereiallretail space (the "Commercial/Retail Space")For any year oFthe 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 1 Term. a. Developer must certify that 25%of the Commercial/Retail Space has been occupied by commerciallretail tenants by at least the third year ofthe 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 fuith to re-market the property for lease, once the 25% threshold is achieved. 5 Developer shall be entitled to the Pledged increment Revenue forthe 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 5011/6 of the Commercial/Retaif Space has been occupied by commercial/retail tenants by at least the sixth year of the Phase I Term as defined herein. Once the 50% threshold is obtained, whether it be in any year prior to the end of the sixth year of the Phase I Term,the threshold shall be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less Ilion 501/16.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 of the Phase 1 Term as defined herein. Once the 70%threshold is obtained, whether it be in any year prior to the end of the.eighth year of the Phase i Term.the threshold shal l be deemed satisfied forever,even if in the future the actual amount occupied thereafter is less than 70%. Accordingly, as long as Developer did not default under any commercial lease and continues in good faith to re-market the property for lease, once satisfied, Developer shall be entitled to the Pledged Increment Revenue for year in which the 70% threshold is achieved and each year thereafter during tite Phase I Term. 5.2 Certification. 5.2.5 Developer shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1a. and 3.i.I.b. of this Agreement by providing a Certificate of Occupancy for all residential components of the Phase 1 improvements and Certificate of Completion for all nonresidential components of the Phase I Improvements from the City of Boynton Beach indicating the 100 percent completion of all Phase I improvements and demonstrating that the taxable value of all Phase I improvements have been placed on the Palm Beach County tax rolls for the Phase I Property. 5.2.2 Developer shall certify in its Annual Peri'ormance Report that it has met its obligation under Section 3.1.Lc 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 has met its obligation under Section 3.1.1.d of this Agreement by providing, proof of receipt of Florida Green Building Certification. 6 5.2.4 Devcloper shall certify in its Annual Performance Report that it has met its obligation under Section 3.1.1,e of this Agreement by: a. Demonstrating that it hired and utilized the services of a job placement consultant and by reporting the job placement consultant's activities during construction of Phase 1 of the Project: b. Demonstrating that it held a job lair;And C. Requiring all Contractors covered by lite terms ofthis 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 a of this Agreement and require all Contractors to submit annual payrolls to the Developer that include the f flowing 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 ofOccupancy is issued 1'or at least 90%of the residential units of Phase I of the Project. Section G. Pledicd P�o'cet Iner+ement 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 time following formula: a. Developer shall receive Pledged Project Increment Revenue for Phase I Improvements for a term of eight (8) consecutive years, beginning the year Developer demonstrates it has met all conditions precedent to receiving, Pledged Project Increment Revenue as provided in Sections 3. 4, and 5 of this Agreement for the Project and upon fatal 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: ]'or Years I —7 of the Phase I Term. Developer shall receive Seventy-rive percent(75°x'0)of the Pledged Project Increment Revenues actually received by the CRA: and [-or Year 8 of the Phase I Term,Developer shall receive Pi fty percent(50%) of the Pledged Project Increment Revenues actually received by the GRA. 7 b. 'rho Base Year,ffir determining,rux. Increment Revenue firom the Prqlect shall be as roll ows- For the Phase I "I"crat,the year prior to comrinencernent oFconstruction of Phmase 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 Iprior pledge by the ClA and agrees that such revenues shall not be assigned.pledged,hypothecated or secured by the CRA ror the period covered by term of this Agreemcni. 6.3 Form of Payinient. Payment el'shall be in the iorin cra CRA check made payable to the Developer. No payment made under this Agrecment shall be conciusive evidence or the performance ofthisAgircenlent by Developer.cither wholly or in part. and no payment shall be consirued to relieve Deveiloper of olbligafiOFIS Under this Agreement or to be an acceptance offivulky or unto map rendition of Developer's obHgations under this Aarc emeante Section 7. Notice and Contact. Any notice or offier doicurnent required or aflowcd to be given pursuant to this Agreement shall be in writing and shaH be delivered personally, or by recm,nized overnight courier or sent by certified rinall, postage prepaid, return receipt requested. The USC amt"eIeclT-oiiic,cotnmunication 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 Comirnunity Redevelopment Agency 7 10 Notth Federal [I i ghway, B 33435 oynton Beach. p'°forida With a copy to: Tara W. Duhy. Esq. 1.xwis.Longman& Walker. P.A, 5 R. North Flogler if Suite 1500 West Palm Beach.Florida 33401 If to Developer.such notice shiall be adape csscd to: Mir, Michael Ross Occan One Boynton. L[X clan Guirstrearn Property Management 9804 South Mlhtary Trial 8 Suite E-I I Boynton Beach, FL 33436 Mr. William Morris Soulhcoast Advisors. LI.0 777 E.Atlantic Avenue Suite 100 Delray Beach, FL 33483 F. Davis Camalier Washington Real Estate Partners 1629 K Street N.W. Suite 1200 Washington. DC 20006 With a copy to: Bonnie Miskef.Esq. Gary S. Dunaiy, Esq, Dungy.Miskel and Backman, LLE' 14 SE 41"Street Suite 36 Boca Raton,FL 33432 Section 8. Deer-4111,t~. The failure o1'Developer to comply with the provisions set forth in this Agreement shall constitute a default and breach ofthis Agreement. If Developer fails to cure the default within thirty(30)days of notice from the CRA. the CRA may terminate this Agreement and all obligations for payment of Pledged Project Increment Revenue to Developer shall cease. Section 9. Termination. Unless earlier terminated pursuant to the terms herein, this Agreement shall automatically terminate upon the last disbursement of Pledged Project Increment Revenue to Developer for the Project,or within two(2)years of the Effective Date irthe Developer has failed to commence construction of the Phase I Improvements subject to force majeure. Either Party may elect to terminate this Agreement by providing 45 days written notice to the other Party upon one or more of the following occurrences: a. The defiault of either Party. if such default 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 is to terminate this Agreement. Section 10. Miscellaneous Provisions. 9 10.1 Walver, The CRA shall not be responsible for any property damages or personal injury sustained by Developer firorn any cause whatsoever related to time development of`t[w Rroicct, whether such damage or injury occurs berbiiv, duiring. or after the construction or Lhe Ilrplectoirilictermnorths'sAgrectnei,it. De,veloperhcrebyforever mvaives.disciiares,and releases the CRA,its agents.and its employees, to the rullest extent time law allows, ftm ony liability 9br any damage u-injury sustained by Developer, This waiver,drischargo,and releasespeeffically include negligence I# the CRA, its ggents, or its employees, to the rullest extent the Jaw 811011's. 10.2 Indemnification. Developer shall indiernnify, save, and hold harinless (lie CRA, its agents,,and its employees from any liaI,)fflty,cIUimL dernand,suit, loss,cost.expense or daraagc whicli may be.asserted,claiined.or recovercd a&RIhISt Or frOM the CRA.its agents.or its employees. by reason of any prolwriy darnages or personal injury, including death. sustained by nny person whomsoever. which dinnage is ineldemal to, occ ars as a resuh. or, arises out of. or is otherwise related to the negligent or wrongarul conduct or the Nulty equipmem Oncluding, equipment installation and removal)of Developer. Nothing in this Agreement shall be defined to afflect the 60,its. privileges. and sovereign Immunities or the CRA as set forth in Section 768.28, Florida statuics.,mis paragraph shall viol be congtrrnjcd to require Develloper to nidcrnnily the CRA fbr its own negligence.or intmionali acts oaf"the CRA.its agents or cinployees. Each party assunies time risk of personal injury and property damage altributable to tine acts or ontissions of that party and its ollficers,employees and agept& 10.3 Assignment. This fi,grccincnt miy only be assigned by the Developer to record owners or the Property %vilh the prior written consent ol'time CRA, which consent shall not be unreasonably withheld, 1-.wovided, hom ever. thatany assiginee hereto shall specifically assume all ofthe 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 arid to the partners, successors,executors,administrators Find assigns orsuch other party. in respect to al I covenants,or this Agreeinent.Nothing herein shall be construed as creating any personal liability on the part or army officer oragent of the CRA, nor shall it be construed as giving any irights or benne fits hereunder to anyone other-than the CRA and the Develfiper. 10.5 No Discrimination. Developer shall not discrirninate against any person on tile basis or race,co lor. religion. ancestry. national origin.age, sex, marital status, sexual aricnintion 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 A,greernent shall be deemed or construed ns creating a partnership,Joint venture, or employee relationship. It is specifically understood that Developer is an indepcndcnt contractor and that no employer/employee or principal/agent is or sl-wil be cremted nor shall exist by reason or INS Agrcenicni or the peribmiance under this Agreernent. 10.7 Public Records: Thc: CRA is as pulbk agency subjcci to Chapter 119,. Florida Statutes. Developer shall comply with Mrida's Public IRierords Law, Spec i fical ly,the Developer shall; 10 a. Keep and maintain public records required by the CRA to perform (fie public services provided ror in this Agreement; b. Upon request rrorn the CRA's custod is of public records,provide the CRA with a copy orlhe requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed lite cost provided in this chapter or as otherwise provided by low. C. Ensure that public records that are exempt or confidential and exempt rrom public records disclosure requirements arc not disclosed except as aulhori7ed by law Forte duration oft e contract lemi and rollowing completion of the contract if Developer does not transfer the records to the CRA. d. Upon completion art a contract.transfer,at no cost. to lite CRA all public records in possession or Developer or Leep and maintain public records required by the CRA to lict-rorm the service. if Developer transfers all public records to the public agency upon completion or the contract. Developer shall destroy any duplicate public records that are exempt or confidential and exempt rrorn 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 rrom the CRA*s custodian orpublic records.in a formal 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, Florida 33435;or Buyn4onBeachCRA6rJ.M1 s. 10.8 Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning lite subject matter expressed herein. No terms herein may be altered,except in writing and the 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 ofthis Agreement supersede all such other agreements. No extraneous inrormation may be used to alter the terms ft is 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 or which together shall constitute one and the same instrument. The executed signature page(s) 1rom each original may be joins together and attached to one such original and it shall constitute one and the same Instrument. In addition. said counterparts may be transmitted electronically (i.e.. via racsimile or pdf lormat document sent via electronic mail), which transmitted document shall be deemed an original document ror all purposes hereunder. II 10.10 Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be draftedjointlyand 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. the laws of the State of Florida and the United States or America, without regard to conflict of low principles. Venue and jurisdiction shall be Palm Beach County.Florida. fbr all purposes,to which the Parties expressly agree and submit. 10.12 Independent Advice. The 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 fiound 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 of(his 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 TME FOREGOING,the parties have set their hands and seals the day and year first above written. WITNESSES OCEAN ONE BOYNTON, LLC a Florida limited "ta�rality eoany o �a y®. Print.... Name: Print Name: �w Titley � Y Int T ° r FI.ORIDA } } COUNTYF BEFORE Mr. an officer duly authorize lacr to ar i t•r oaths and take of OCEAN ONE BOYNTON, LLC. and acknowledged' m °�� t _ acknowledgments. ers nal! appeared as under oath that he/she has executed the roregoing Agreement as the proper oicial of OCEAN ONE BOYNTON, LLC, or the usea ur oses mentioned herein and that the instrument is the act and deedof . I le/she isyersonalL k ,val to me orhas produced s identification. IN WITNESS OF TI IE )REGOING. I have set tray hatl�and orficial seal at in the State and County ai`oresak on this _day of .2( a � _ .. _...__ _ My Commission Expires: is of Florida at L ge 10 at t�90 IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK] JCRA SIGNATURE ON FOLLOWING PAGE 13 WITNESSES BOYNTON BEACH COMMUNITY REDEVCLOFMEi GE Y PrintName:� k��fi,� a �� �.. Steen Grant.CRA card Chair rine yam STATE - FLORIDA . COUNTY OF PALM BEACI,I BEFORE ®, an of icer duly authorized by law to administer inister et t s and take acknowledgments.,pera all appeared teven Grant as Board Chair ol'BOYNTON BEACH REDEVELOPMENTCOMMUNITY AGENCY. d acknowledged under oath that he/she has executed the foregoing e ent as the proper official of BOYNTON BEACH COMMUNITY REDEVELOPMENT , for the use and purposes mentioned herein and that the instrument is the act and deed of BOYNTON BEACH COMMUNITY AGENCY. He/she isrsonall n to a or has produced .•�s IN WITNESS OF TME FOREGOING. I have set my hand and official seal at in the State and County arbressid on this day of ,20 I9k Cerny Commission Expires: 1 Iota, li St mol'Florida a_15 Mji­ B wnle Niddien NOTARY PUBLIC STATE OF FLORIDA 1 Expires 1 Exhibit "A" (Project) (see attached) 15 WAR ftVM4 U$10"AY HP I A .............. W'I°.,........ _,....,..-.,. 9.p.._. .......,, .,..,.,.M.w, ».~act._......, .....__..._....,...,..... w. I h I 1 ( j 1 _ .. arm"" �� ,. �•v. _� lift uw -- A I, fit' " w ° �. .....,...,,�', rww,y i..�N ��,...ww.«w@,.�,. w.v,xJ•r�� �i� �' � "'1�� 3 F I { 6 � 1 �i�Illl! Q � N 1�11;• 1 ocean One COHEN FREEAMAN•ENCINOSA 8c A9SOC, 1N K PIDBIAI F#dtMAY.8G7Nt0iI 6FJhCH R,w n �„ Ambitwt%Pit r+ •""",""""" "",�w" "'","""�"'�"""" "• 64b N.W.113!1411 llkrl Lbs,"W& 1"m xf�8m H" Exhibit"B" (Property) (see attached) 17 047 CI rd Mmm PAO g U R V E Y N G 6 p�A.06712" Tek(w0 2.11.9998 Elm RPIK F$WdA 33467 Cmayw.1L" mlm A.0 6x� F8)c 0"241-6192 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 PUBi.IC RECORDS OF PAIN. BEACH COUNTY,FI 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 PAGE 2.AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 271 THENCE NORTH 690 55'38" EAST, ALONG THE NORTH LINE OF SAID SECTION 27, A DISTANCE OF 86.08 FEET: THENCE, SOUTH DO"04'22" EAST, A DISTANCE OF 22,00 FEET TO THE POINT OF BEGINNING. THENCE NORTH 89"55'38" EAST, A DISTANCE OF 216.56 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; I*HENCE 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 338.55 FEET TO THE POINT OF TANGENCY.THENCE SOUTH 010 43130" EAST, ALONG A LINE 15.00 FEET WEST OF AND PARALLEL WITH THE EAST I.INE 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 010 23'00" WEST, ALONG A LINE 60.00 FEET EAST OF AND. PARALLEL WI IH THE WEST LINE OF SAID SECTION 27, A DISTANCE OF 292.55 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE 'NORTHERLY AND EASTERLY ALONG THE ARC OF SAID CURVE,HAVING A RADIUS OF 25.00 FEET AND A CENTRAI ANGLE OF 910 18'38". A DISTANCE OF 39.84 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH,PALM BEACH COUNTY,FLORIDA,AND CONTAIN 83,950 SQUARE FEET,MORE OR LESS, NOTES 1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL. RAISED SEAL OF A FLORIDA LICEI4SED SURVEYOR MD MAPPER 2. NO SEARCH OF THE PURI IC RECORDS WAS MADE IN THE PREPARATION OF THIS SKETCH AND DESCRIPTION. 3. BEARINGS SHOWNgIIEREON ARE DOSED ON THE WEST LINE OF IHL NORTHWEST ONE- QUARTER 1E STE Pi SECTION GOORDWA E4SYS REARING A SITATE OF NORTH �,EAST ZONE.h R7HRAMERICAN OATUTA OF 1983.1900 ANUSTMENT_ CERTIFICATION (HEREBY CERTIFY THAT THE SKETCH AND DESCRIPTION SHOWN °° -.......°° -........... HEREON COMPLILS WITH STANDARDS OF PRACTICE AS CONTAINED IN CHAPTER SIC17-8,FLOR63A 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 _.... .— tro.sal tgwt 4NINr ONE Oqi, 06!26!20.7 JOe tq. aitiS iii all .L51I I P.O.C. SKETCH AND LEGAL DESCRIPTION _.._,. . .—._ NW CORNER (NOT A SURVEY) 27-45-43 .,:_..­ ,(NOTFOUND)F�UNO) N89"55'38"E 86,08' ` BOYNTON BEACH BOULEVA ` P.O.B. N LINE SECTION 27-45-43 .._._ .._•. �.._.,.._._ ._._. . � •I .�=25:0 . N89°55'38'E 216.56' L-38.55 a S00-04'22"E -" 0.88°20'52" �- 22.00' LOT 1 --�-�_ .: 6R■25.{?O' 0 8 90 �PG975: !- �: L-39.84' D-919 18'38" LOT 2 -- 1 O —— ——— _.. .__-4 9 FPL EASEMENT .� C w (ORB 19094.PG.1699) LOT 3bo I. 0 a "AGREEMENT PLAT" LOT 4 iv MB 10,PG. 2) {„ fn z. 'n "FUNK BROS, ADDITION'l. U. i z �,OT 5 ln yoM i LOT 6 0 WF37't3"W 288.22", 1 _„ µ-10R/W TO BE � � DEDICATED a� Z 15-..,.. -■-- p Z jkO "AGREEMENT PLAT" ; �— (P.B 10,PG. 2) 'z "pEWEY SOT 41 SUBDIVISION" (P.B. 1,PG. 37) W ABBREVIATIONS L ARCLENDIH t D DELTA )CENTRAL ANCLE) j 1.8. LICENSED BUSINESS L.5. LOCC14SED SnnVEVOR O.N.O. OFFICIAL RECORDS BUOB P .B. POINT OF OLGINNIRO :.....°roe..,........ „—.._.�..,_....__�........__.w:�_.__m..�..Moo.m...,,.... P*tNT OF COIARNCEbENT PLAT DUUA S.LINE LOT 41 P.B.C.31. PALM DEACII COUNTY RECORDS _ ---. PG. PACE _... _ .._..._.. . ... _.._.. -- P.S.R. PROFESSIONAL SURVEYOR +OCEAN AVENUE(SR 804} a LUPPrn R/W RIOHf•OT.WAY Exhibit nen 19 (Public Parking) (see attached) 20 v,! er:slraV m i 9 °r V . 4 ON 1111 VAIGHMMMOMCM E.; r ---IlT u s 9 i t ! e or !i B " ICA CC i e • e e .........-,-._,.,....,..,,.......... ....... i. (MVdVMM AV 1900 d �r EXHIBIT"EV' ANNUAL PERFORMANCE REPORT FORM (shall be required annually) Time Period Date Prior to and during the construction of Phase I(if applicable): 1a Hired job placprnen,t consullent on 2a Hosted a jlob fair on 3. Noticed through the Community Outreach Partner,avallablfitV of employment opportunides related to construction of Phase I of the jaroject on 4, Provided evidence of requirement In subcontractors contrarts to hire and train local residents 5. Provided list of job positions and descriptionsto Community Outreach Partner 6. Receipt of written confirmation frorn the contractor and subcontractors of the requirement to use minimun't living wage on Prior to and during the construction of Phase 11(if applicable): 1. Obtained approval for a 100 rown hotel on 1 Provided written confirmation of approval of the 50 addldonW Public parking spaces(identifying the Public parking spalces)an Post Construction Certification requirements Phase I certification(if applicable): 1. Provided Certificate of Occupancy from the City of Boynton Beach or other governmental agency demonstrating Certificates of Occupancy for the Phase I's 231 multi-family units on 2. Provided a Certificate of Completion for 27 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 Januw 16, 2018. the date the !art paf, ,to this Aweem -• r � 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)threeµ.3,),years of the Effective Date of this Agreement. Developer shall diligently and m_cont nuously ursue completion of„construction of themmProiect after issuance of the first buildipg_permit. subiect to force mai„eure,. 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 �kve-(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 smite liability company By: Print ..Name: .....n TA,f,r.� °�� ��� . Print Name Title _ afiuci a-�ob Lc.- - � ... STATE OF UL.. COUNTY OF The foregoing instrument was acknowledged before me by means ofxphysicaal presence or ❑ online notarization, this day of , 20020 , by T)%V i c l'QWY r as representative for the OCEAN ONE BOYNTON, LLC, who is yp ersonally known to me or who �.................. t 0.i „.w^i, has produced as identification., e��"v"o•.., LISA E.DURANT Notary Public-State of Florida Otary Public, State of Florid Commission#GG 930056 My Comm.Expires Nov 1,2023 Banded through National Notary Assn. Name Commission No. Commission Expiration g3 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [CRA SIGNATURE ON FOLLOWING PAGE] 01233511-3 WITNESSES BOYNTON BEACH COMMUNITY REDEVELOP N " By:m. „ . . Print Nam , M. _Y T Prin me Title: ,'7 d Print Name: rem STATE OF T:; ?k ..m ... COUNTY OFm:. .i... The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization,this day of ,20 `�by "� .... as representative for the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY o,is personally known to me or who has produced a iden ication. �..u� � �,. •.�a ,. � I � � °' „ Name Commission No. Commission Expiration A Bonnie Nicldien NOTARY PUBLIC S STATE OF FLORIDA Comm#GGIO8394 Expires 5/25/2021 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 01233311.3 Gary Duiruay Hope Cathoun ChH funis Flu enki MISKEL Bonnie I isken, Dwayne Dickerson Laurein Gtpafonw Scuaff aarlkrna¢n t"IIa Zachao b«adin Nicoda)axarkaar „���a� BACK, IM u,pt.irart:CauBfinrnnn kM,aBkBrenvu BBI.Scott IHtace.lkanf IfGmuhud PaVin7ier 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,E,41lltr Streq,,;h,Skrdl�� 36a Lta°n a IFaaWn� FL 33432 10: 456,1tl 405,,3300 Faxiufl 4091-2341 wvvw d1n)"1[fla wti,o°)rn 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 A4Y,xpl1cwt Wo' Iwm14 �Ai' Adross Be OC'N Application 1ly'p Lat Nurnbel Temaryu'r„Nante,Nuinumi, 2,,,2 re Be y 1313 �rY°Y dsN',gllis[ r � w iulti�lrrr�htrc �a+kiW�W�i Z I�ewsN�awrnr S+I��r�, ge�r"r es�.rYpN��rxrr in � Irrw"M,K��r�°rApti 0� P' L d Pd L' G:r Lt, f r, LSM, k 05"5 i io,' .E 6 _"br."j1;. AP'"Js (I,/,00 4"vP ,°:.% ' r,�„y'ru.E FO)m t1-11 r.'"d G" Pt"a V„',a,°,:”' v,i A 7 44, 13 00 C II"'II 3, RI If'ii d e II" Nanneir I II Devdl Ilxunent, Nlxninhi°n3 3W Z. nling Malill ing ddirexx: P.O. Box 3:1.3 0 Boynton Beach, Rlou-oda 33425 ruh3xlixA Addiress :100 E. Ocean Ave. 0 Boynton Beach, 311ou-oda 33333 33 1...73.E 3: 33 p`uliu°dei-C@[)xfllous 1)oyiii: ui-Il),)ea~Ili.oii-3„/ 11021119. Nlease be xdx sed that 311 1ilda Ih as x Ihxlr ad Ilxu[xllox Irecoi ds Ilaw and Al xoll-Iiresl-)oiii eiiice t a'nx Va eirrialdd may[)e xu [)l ect t dixxll xu ire.Undei- 311o1ilda Irecoir s II x M erna ll addresses xu-x Ilxull)llox Irecoiirds. �Ihei efoi e, 3 u it emalill corn nu nu ca�don and 3ouIYr eumalill addiiress may be xu [)l ec to Ixu[xlllix dixxll xu ire. 2 LEWISAttorneys at Law L LONGM N� Ilw-law.com LW WALKER Reply To: tduhy@llw-law.com September 7, 2021 Ms. Bonnie Miskel, Esq. Dunay, Miskel and Backman, LLP 14 SE 4th Street, Suite 36 Boca Raton, FL 33432 RE: Ocean One Boynton, LLC Dear Ms. Miskel: On behalf of the Boynton Beach Community Redevelopment Agency ("CRA"), please accept this letter requesting an update from your client, Ocean One Boynton, LLC, on the status of construction of the public plaza on the former CRA property that is required as condition of the Purchase and Sale Agreement dated January 16, 2018. On May 9, 2021, you notified the CRA that a permit application for the Project had been filed with the City of Boynton Beach. Since that time, the CRA has not received any additional information regarding your client's efforts to comply with the Agreement. As you are aware, the deadline to commence construction of the Project was extended to March 9, 2021. If the CRA does not receive evidence that commencement of construction is imminent, the CRA Board will consider issuing a notice of default to your client at its next Board meeting on September 14, 2021. Please feelJ, e to contact me with any questions. I look forward to hearing from you. Very t ly y urs, „ - f �r ara W. Duhy c: Davis Camalier William Morris Michael Ross Gary S. Dunay, Esq. Thuy Shutt 01534952-3 JACKSONVILLE ST.PETERSBURG TALLAHASSEE TAMPA WEST PALM BEACH 245 Riverside Ave. 100 Second Ave.,South 315 South Calhoun St. 301 West Platt St. 360 South Rosemary Ave. Suite 510 Suite 501-S Suite 830 Suite 364 Suite 1100 Jacksonville,Florida 32202 St.Petersburg,Florida 33701 Tallahassee,Florida 32301 Tampa,Florida 33606 West Palm Beach,Florida 33401 T:904.353.6410 T:727.245.0820 T:850.222.5702 T:813.775.2331 T:561.640.0820 F:904.353.7619 F:727.290.4057 F:850.224.9242 F:561.640.8202 See ..II..IB-mifir7i gs, IDiffeu°°eiri Ily" From: Tara Duhv To: Shutt,Thuy; Nicklien,Bonnie Subject: FW: Update on the Plaza at Ocean One Date: Tuesday,September 7,20214:50:54 PM From: Bonnie Miskel <bmiskel@dmbblaw.com> Sent: Tuesday, September 7, 20214:37 PM To: Tara Duhy<tduhy@llw-law.com> Cc: Mike Ross <mross@wrepllc.com> Subject: Update on the Plaza at Ocean One ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ External Email ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ................... Good afternoon, In response to your request for an update, my client's permit application is in for permit review. While we have received and been signed off on some of the review comments, we have some issues with certain comments that need some clarification/resolution related to process. My assistant is in the process of setting up a meeting or call with both CRA staff and City Planning and Zoning staff to hopefully provide us with some direction in moving forward through the permit review process. I will keep you apprised of our progress. If you have any questions, please let me know. Sincerely, Bonnie Miskel Esq. Dunay Miskel and Backman, LLP 14 SE 4th Street Suite 36 Boca Raton, Florida 33432 Bmislcel ct7dmbblaw_com Main line: (561)405-3300 Direct line: (561)405-3321 Mobile: (561)306-7087 DISCLAIMER:This email is covered by the Electronic Communications PrivacvAct,18 U.S.C.§§2510-2521 and is legally privileged. The information contained in this email is intended only for use of the individual or entity named above. If the reader of this message is not the intended recipient,or the employee or agent responsible for delivering it to the intended recipient,you are hereby notified that any dissemination,distribution,or copying of this communication is strictly prohibited. If you receive this email in error,please notify the sender immediately at the phone number above and delete the information from your computer. Please do not copy or use it for any purpose nor disclose its contents to any other person. CONFIDENTIALITY NOTICE: This email message including any attachments is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any unauthorized review,use,disclosure or distribution is prohibited. If you are not the intended recipient,please contact the sender by reply email,destroy all copies of the original message,and do not disseminate it further. If you are the intended recipient but do not wish to receive communications through this medium,please advise the sender immediately. ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.A. SUBJECT: The 10th Annual Boynton Beach Haunted Pirate Fest and Mermaid Splash Official Proclamation SUMMARY: The Boynton Beach Community Redevelopment Agency (BBCRA) will host the 10th Annual Boynton Beach Haunted Pirate Fest& Mermaid Splash on Saturday, October 30, 2021, from 11:00 a.m. to 8:00 p.m. and Sunday, October 31, 2021, from 11:00 a.m. to 8:00 p.m. The free festival will take place in Downtown Boynton Beach along East Ocean Avenue between Seacrest Boulevard and Federal Highway. The festival will feature multiple areas of non-stop entertainment and swashbuckling activities, including: • Authentic Pirate Encampments • The Wheel of Death • Live Music • Stunt and Magic Shows • Roaming Pirates & Mythical Characters • Dance Performances • Mermaid Grotto & Lagoon • Children's Activities • Crafts & Games Additionally, the festival will feature a mermaid pageant, multiple costume contests, and many other interactive activities. There will also be a variety of unique craft and retail vendors, as well as food and beverage options including the Pirate's Rebellion, a craft beer specially developed for the festival by Due South Brewing Company. As part of a business development initiative, a variety of BBCRA area businesses, offering retail, food, and professional services will be featured at the festival. Event patrons who participate in the festival's treasure hunt will be guided to interact with the participating BBCRA area businesses. Businesses and individuals located outside of the boundaries of the BBCRA area, can submit a vendor application for consideration. Vendor applications will be accepted through October 11, 2021, at 5:00 p.m. A $50 early bird discount will be available until September 17, 2021. Interested individuals should email hussaina2@bbfl.us for additional information. Visitwww.IIJc)c)JiraI:0est.coii'i or @BBPirateFest on Facebook or Instagram for more event details. Attachment I - Promotional Poster FISCAL IMPACT: FY 2021-2022 Project Fund, line item 02-58500-480, $375,000 (event)$65,000 (marketing) CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board ATTACHMENTS: Description D Attachment I - Promotional Poster r' �0 i i kTn lig lig ■ � i PRESENTED BY OakI BOY TO V I EACF C COMMUNITY REDEVELOPMENT AGENCY INTERPRETERS AVAILABLE UPON REQUEST . COPPINMI(a-)BBFL.US • 561-600-9097 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 ANNOUNCEMENTS AND AWARDS AGENDAITEM: 8.13. SUBJECT: 2021 Florida Festivals & Events Association SUNsational Awards SUMMARY: The Florida Festivals & Events Association (FFEA) recently announced the winners of its annual SUNsational Awards on August 25, 2021, during their 27th annual convention and tradeshow. The program recognizes members' innovation, individuality and creative collaboration. Nominations were accepted in ten categories, including Printed Materials, Outdoor Advertisement, PR/Media Campaign, Photo, Promotional Items, T-shirt, Broadcast Media, Multimedia Marketing, Virtual Events and Programming, Event Recap/Annual Report. Each category included three budget levels. A total of 170 events submitted their materials for consideration. The BBCRA submitted two entries for business promotional efforts that were executed in 2020 to support small businesses located within the boundaries of the BBCRA area: Bon Appetit Boynton Beach and the Small Business Video Ad Campaign. Staff is thrilled to share that the agency was awarded 1 st Place in the category of Community Engagement Response to Pandemic for the Bon Appetit Boynton Beach campaign. See Attachment I for an overview of the Bon Appetit Boynton Beach campaign. FISCAL IMPACT: FY2019-2020 Budget, General Fund, Line Item 01-51010-216, $675.00 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan (pages 128 — 131) CRA BOARD OPTIONS: No action required unless otherwise determined by the Board. ATTACHMENTS: Description D Attachment I - Bon Appetit Boynton Beach Overview 1 / f / / l / / / / I / / / / jjjj i rr rr / / j / / / / / j J j / / / / / / / / / / i f / / / / i / „j i / /r i i ii//„rrrrr ' r / is r ' // / / / 0 / f i t , / l r ' i / / i i i / J % , II � O /Doli�i j 00/ / rrr., / f / / / / i ,rrr .,...rrrrr... / / 1 / / /,rrr / /,rrr / r , / /,rrr / / / / /,rrr / / / / / / / i / / to E I O fCf O �/� 4– ttlJ / s /iii ,........ < O U 9 tL / / / / / / / / / QJ / / 1 / / / / / 0 / / / / CL 0 l/ OR EME � 73 aj , M Bill f t 'IF �����I�i� d �� My caIIIU ME aj O U „ -- „f , „ — O „ 4- O O to 13 41-, „ 4-, qA „ 4-J 0 4— „ tL -+> 4- > _C = CLO N a-J ME - ;' 4 N © ._ L N -0 U 4'a431 W O Qj 4-J O ..' 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' w NO ME n �v d S. 11 R .r !tet nZr, �Y 9,4 m — �� i rvr r w'y ray „ E q I M N C* a rn mill Oo iiuulllllllllllllll ' � N V � � V N O C � O O L m � O O �p Q � v f�•l d 1 V lD a � � N O � 3 m o N Lr) 00 '.. L >0% ate.+ N l IIIIIIIIIIIIIIII. N APPETIT (Boynton Oeacfi i 1` o� i , . f e � EACH COMMUNITY REDEVELOPMENT AGENCY The Boynton Beach Community Redevelopment Agency collaborated with five phenomenal chefs �i and one dynamic mixologist for the Bon Appetit Boynton Beach culinary showcase. The exclusive campaign featured six videos that provided instructions on how to prepare a variety of p p y mouth-watering dishes and signature libations. FEATURED RECIPES The Butcher &The Bar's Boynton Sour ' Chez Andrea Gourmet Provence's Spoom Driftwood's Shrimp & Grits ,yp OK&M's Scallop Po'Boy /5 Sushi Jo's Noruto Maki That's Amore's Margerita Pizza i l i; View the Bon Appetit Boynton Beach playlist at: YouTube.com/User/BoyntonBeachCRA We can't wait to see what you create using the recipes of some of Boynton Beach's most premier chefs! Share your personal creations or dining experiences with us on Facebook or �� ,, Instagram via @BoyntonBeachCRA. e�, e� YNb i,i Rmt J prig �0G i C'a" 1�/ 0 J T H E C R � T EE A ,> Located at 510 #101 E. Ocean Avenue, The Butcher & The Bar features a full-service retail butcher shop, premium bar, and dining venue. The Butcher shop is a whole animal butchery featuring regionally sourced and clean meats and food. The bar emphasizes local and regional liquor, wine, and beer. The Butcher and the Bar provide a "premium, not pretentious" experience with an old-school vibe and emphasis on high quality food, beverage, and service. The Butcher & The Bar's Executive Chef Daniel Ramos is formerly Executive Chef of Sundy House in Delray Beach and Market 17 in Fort Lauderdale. Most recently, he served as Executive Sous Chef at Quail Ridge Country Club, before leaving to pursue his bone broth and sausage- making venture, Red Splendor. Chef Dan has an unparalleled passion for locally sourced, farm-fresh ingredients and "clean" foods. I I I 1 i The Butcher & The Bar's Boynton Sour. Ingredients: 2 parts Whipsaw Rye 1/2 part Partner Sweet Vermouth 1 part Lemon Juice 1 part Simple Syrup 1 part Aquafaba (Chickpea Water) Steps: Combine the Whipsaw Rye, lemon juice, simple syrup, and Aquafaba in a shaking tin. Add ice and shake. Pour drink mixture into a glass. After 10 seconds strain the content back into the tin for an additional dry shake to foam the drink up. After invigorating the drink with no ice (dry shake) strain over block ice and pour the sweet vermouth down the side of the glass using a bar spoon. 1%)t1j)N)IN9�i�iNiN�llI�l %Al ' i� �tg94���� U' �� ffff It �........... C �IEZ ANDPEA e z A ii )i(:'J ii e a C o e t o v e it)i c �.�o a�,"i it q o -)i c'e(:'.1 t II'I a t t ey W0iLlII(J II eii uaair)ie -)itVy c'IIose(,j t e estaiLuaiit ow"i Jair)i .aa y The restaurant, which was formerly located at 480 E. Ocean Avenue, in a charming historic house offered a contemporary approach to French Provengal fare. Their exclusive menu was ideal for a true gourmet experience. Chez Andrea Gourmet Provence featured head Chef Andrea Jourdan. Chef Jourdan has developed her culinary skills over the past twenty years in France, Italy, Canada, and the United States. Chef Jourdan has also authored over 100 cookbooks throughout her career and her knowledge of Mediterranean cuisine is unsurpassed. Simply put, Chef Andrea is a culinary genius! We look forward to seeing what new ventures she will undertake in the future. i r r ili I Ili Plll11 i,' ,i \.. i i it 9 II Chez Andrea Gourmet Provence's SPoom Ingredients: 4 Egg Whites 1 cup Sugar 1 cups of your favorite Sorbet Sparkling Wine, Champagne, 7Up, or Sprite Steps: Pour egg whites into mixer. Combine egg whites with sugar. Mix on high speed until the bowl is cool and egg whites are stiff. Mix %z cup of sorbet with the meringue. Dollop a heaping tablespoon of sorbet into champagne flute. Dollop a heaping tablespoon of meringue mixture into champagne flute. Top with sparkling wine, champagne, 7Up, or Sprite. I: I % �j l Lake Worth native Jimmy Everett debuted his first restaurant Driftwood, located at 2005 S. Federal Highway, after training at the Culinary Institute of America and working in New York City, Los Angeles, and Hong Kong. Driftwood prides itself in sourcing local and sustainable ingredients, which results in fantastic fresh flavors that are unique to Boynton Beach. A cozy atmosphere of reclaimed wood used in their interior wall paneling, tabletops, and bar pay homage to their namesake, and creates a tropical- nautical feel that embodies South Florida. Stop in to visit their restaurant and see why locals can't get enough of their Southern-inspired, sustainable menu. rr f/ i WOM �ri�fji 9� Nei u i, �%,// 1, �,,, �� ✓ii of � �� ; ���, i u r • • • • • — • • • • • • • • • • • • • • • - • - • • - - - - • • - • - - • • • • • • • • • • • • - • — • • • • — • • . — — — • • — • — • • - • - • • . • - - • - • • • • - • • - • - • • . — • — — • . • • • 0 0 0 - 0 - • - - - /I!I /00 1 Yj OK & M soatf 'a'alo 594 Chef Coton founded OK&M in Boynton Beach to share her love of quality "Clean" food and passion for supporting local business and sustainable living. Chef Coton started her culinary career catering high-end local and global corporate engagements in Las Vegas. She then worked as a private chef throughout the Palm Beaches. Now Chef Coton brings her culinary creations to life at 640 E. Ocean Avenue, Suite 6 in Boynton Beach. OK&M specializes in delicious curated creations that start with high quality and fresh ingredients that are locally sourced. They offer something for everyone including vegan, vegetarian, pescatarian, as well as grass-fed beef and bison along with a full coffee and adaptogenic tea bar and organic juices. Order-in or take a meal to-go at their beautiful East Ocean Avenue eatery. i/%�//// i��� r rrr�i l % ri, �,/ ;, r � ,�, / rr � r ° � r��j/i/ /irrr/� �� /� ////,�� iii � � � ;;;,� i;� „ �''' �� r r a � , l �,, w r /��/ �� �/� � r //i r ��f / ri//��/,%%/////////r /�fl ��/%/ %/� � //%///% viii „� � IJ � ���` r � r „- � ��� ` „ ,, /� � �/„ � : • • � • � • — — • • • • — • • — • — • • — . • _ — • • — • • • • — • • • — • Born and raised in Miami, Jo Clark started working in restaurants at the age of 13. He served his sushi apprenticeship for a decade at Yama in Lake Worth, where he worked with chefs from different parts of Japan. He opened his first Sushi Jo at The Ritz-Carlton in Manalapan, and now has three locations in Palm Beach County, including in Boynton Beach at 640 E. Ocean Avenue, Suite 4. Sushi Jo has earned a multi-year Zagat rating, and is one of Palm Beach County's premier sushi restaurants. r " l ',,,,, %O' i�/ I �� �/���j�� /ii/// �''� � a � � %�,� '//'i/ /r ilii /ti;�' � ���� ����//��� � o ������ "" ', rill�� �� ry//i 'i lar„ '' �� �� /r :; ,,,/� ���� l� r//, r; �� / ��/%o,,, �/� � ® ' '% r �� ,; � /r� �l � t I ! ��%'/ r' l J f' ,,''�f� ` r /, / � % ' .% ryr , ; � �}}; r n `ilj�`t� f r"U//// �� j� i r /a� 6r/� ,ill aijrytl"�iu � '" �I i I r � !� �" r�1 � �,�, ',, � �' B �f � I � 5�� !� ��. f , f 1, r�i/ �ll��� ll � 'r I� / �� � /j/���ILII u� �I f � 1 iJ� dv f�� / r �/ 411i � I 1 ���� rrrr r � ��� � it//i�, /: ,, � �/ U �.,, �9//////////iii,,..,/iii/// �/r�� / ��i✓f ll�: o/r;�� � � ; ' ��j���j/� %ilii J"///� /%// r/r�yl�I�rrG ! /��llr!/�1NyiJ' �� Dili / �I //r� �/ ��/////�iiy, 'rill // �� ' �y '//� � �rJ� ��j///�j/�rirr���f, //%j /� y ���o"/�a I lj �il,u,�Jr''�i • — • ■ � � � • • � � � � � � � � � � � � � � � � • � � � `1 r S ij 1 i f 4 "'Xauvt4eOw :rAraC P I Z Z E R I A p That's Amore, located at 308 N. Federal Highway, prides itself in offering authentic Italian cuisine and Neapolitan style pizza. All their pizzas are baked in a special wood-fired brick oven that was hand-made in Napoli, Italy and shipped to Boynton Beach specifically for their restaurant. At That's Amore, all of their delicious dishes and pizzas are made with high quality and fresh ingredients. Because they are a family style business their chefs cook all of their dishes from scratch with traditional Italian practices. Visit That's Amore to taste the authentic flavors of Italy without leaving Boynton Beach! W,77111/ r j , �fj✓J„ f irr�uY�uw�l � i rr� /iia,,,, � That's Amore's Margherita Pizza Ingredients: Pizza Dough (available for purchase at That's Amore) Tomato Sauce Whole Milk Mozzarella Cheese Fresh Basil Pecorino Romano Cheese Steps: Preheat oven to 500. Stretch pizza dough. Spread tomato sauce on the dough. Add fresh basil, pecorino cheese, and fresh mozzarella cheese leaving about 1 inch at the edge of the dough. Bake at 500 for 5-8 minutes. i The Butcher & The liar 510 E. OCEAN AVE. #101, BOYNTON BEACH $25 BOYNTON BEACH BUCKS Winner - Thomas Tannozzini Boynton Please present this voucher at time of purchase Beach ' Buckst EXPIRES 12/31/21 }, f l Driftwood r� 2005 S. FEDERAL HWY., BOYNTON BEACH $25 BOYNTON BEACH BUCKS ���' Winner - Thomas Tannozzini Boyntorl ........... Bleiach.4"I Please present this voucher at time of purchase Buckst EXPIRES 12/31/21 7" uipo y��rfj�Ai ly7N it Oji Y%�y/i! • P /r 1 1 r",•� /�/ � 1111 // !.. / r OIC&M 640 E. OCEAN AVE. #6, BOYNTON BEACH $25 BOYNTON BEACH BUCKS ° / Winner - Thomas Tannozzini Boynton / P P Beiach,Q' Please resent this voucher at time of purchase Buckst EXPIRES 12/31/21 1 ushi I jo 640 E. • CEAN AVE. #4, BOYNTON BOYNTON fj 111 alk—Y JAL Winner Thomas Tannozzini Please present this voucher at time of purchase EXPIRES That's Amore 308 N. FEDERAL HWY., BOYNTON BEACH $25 BOYNTON BEACH BUCKS Boynto'"I. Winner - Thomas Tannozzini Beiach Please present this voucher at time of purchase Bucks �r EXPIRES 12/31/21 r Lx� �If°"Yp�rr 0Y BOYNTON�CZBEACH »;; ��� v�,A COMMUNITY ,ITY I@"�LIr:�II AII':',I IFN�LNY AGENCY CRA BOARD MEETING OF:September 14,2021 INFORMATION ONLY AGENDA IT EM:9.A. SUBJECT: Public Relations Articles Associated with the CRA SUMMARY: WPTV: • Longtime Boynton Beach restaurant navigates city redevelopment in effort to continue operations-https://www.wptv.con✓news/region-s-palm-beach-county/boynt( restaurant-navigates-city-redevelopment-in-effort-to-continue-operations PRWeb • Fisher Auction Company Will Manage the Sale of 40 Residential Lots on behalf of the "Palm Beach -https://vmw.prweb.com/releasestfisher auction_company_will_manage_the_sale_of_40_residential_lots_on_behalf_of the_palm_beach_county_housin CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required at this time unless otherwise determined by the Board. ("D T0 '1"1"w""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CRAADVISORY BOARD AGENDAITEM: 11.A. SUBJECT: CRA Advisory Board Meeting Minutes -July 1, 2021 SUMMARY: See attached minutes. CRAAB RECOMMENDATION: Approved July 1, 2021 CRAAdvisory Board meeting minutes. ATTACHMENTS: Description D July 1, 2021 CRAAdvisory Board Meeting Minutes MINUTES OF THE CRA ADVISORY BOARD MEETING ' 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA 33435 HELD ON THURSDAY, JULY 1, 2021 AT 6:30 PM w N PRESENT: STAFF: Golene Gordon, Chair Thuy Shutt, CRA Assistant Director Bonnie Nicklien, CRA Grants & Project Manager Angela Cruz, Vice Chair Theresa Utterback, CRA Dev Services Manager Naomi Cobb Lisa Tayar, Prototype, Inc. Sharon Grcevic Joe Josemond Aimee Kelley Yvonne Skovron 1. Call to Order— The meeting was called to order by Chair Gordon at 6:32 p.m. 2. Roll Call — Roll was called, and it was determined a quorum was present. 3. Invocation 4. Pledge of Allegiance 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda — None B. Adoption of Agenda Motion was made by Vice Chair Cruz, seconded by Ms. Cobb, to adopt the agenda. In a voice vote, the motion passed unanimously (7-0). 6. Information Only Mr. Josemond thanked everyone for their efforts. 7. Public Comment — None. Meeting Minutes CRA Advisory Board July 1, 2021 Boynton Beach, Florida 8. Consent A. Approval of CRA Advisory Board Meeting Minutes — June 3, 2021 Motion was made by Ms. Grcevic, seconded by Vice Chair Cruz, to approve the minutes of the June 3, 2021 Board meeting. In a voice vote, the motion passed unanimously (7-0). 9. Assignments A. New Assignments 1. Review of Commercial Properties within CRA Area From the Notice Agenda (see attached), the following properties were presented: • 220-224 EAST MARTIN LUTHER KING JR BLVD o Located three (3) lots east of MLK mixed-used project o '/2 acre, potentially 10 units per acre o Asking price $2,000,000 Board Comments: Ms. Kelley noted the property was currently occupied by a tenant and asked if this was a property currently for sale or if the CRA had been approached regarding purchase. Ms. Shutt responded that the CRA is typically contacted by an owner or owner's representative and would likely have the property vacated as part of the contract. She stated this was at the CRA Board's discretion during negotiations. Discussion ensued regarding tenants and terms. Ms. Kelley asked if any of the nearby properties were owned by the CRA. She stated there was a church and vacant lot adjacent. Ms. Shutt stated the property to the east was owned by an estate and the next two (2) lots were owned by the CRA. She noted additional nearby lots owned by the CRA. She explained the CRA interest in reactivating the corridor and efforts to assemble a larger piece for additional opportunity. Ms. Grcevic stated she would recommend pursuing the property at a later date, as they do not know if families are ready to move if the property is sold. Discussion continued regarding dealing with occupied properties. 2 Meeting Minutes CRA Advisory Board July 1, 2021 Boynton Beach, Florida Ms. Shutt explained that the CRA does not want to inflate the value of the land, but there was new development two (2) to three (3) lots away and this parcel could be critical. Ms. Kelley asserted that with the MLK project not even started and the lack of available housing, she would recommend pursuing it at a later date. Ms. Shutt pointed out the MLK project would be starting in the next month or so and would be a mixed-used project completed as quickly as possible due to low-income tax credit deadlines. Ms. Cobb stated the community wants to see their area looks better. She added that this corridor was once a thriving community and there was a need for the corridor to take on life again. Ms. Grcevic asked if the mixed-used project would be rental units or sale units. Ms. Shutt responded that there would be 124 multifamily rental apartments. She noted that the CRA works with property owners to be as flexible as possible. Ms. Grcevic asked if there were projects coming up that offered home ownership. She stated that many want to come back to the area but cannot. Ms. Shutt discussed the Cottage District. She stated that the CRA is in negotiations with a developer for fee simple Workforce Housing. She explained they try to keep equal numbers of housing rentals and sales. Motion was made by Ms. Cobb, seconded by Mr. Josemond, to place the property at 220-224 East Martin Luther King Jr. Blvd. in the category "pursue now as a land banking opportunity". In a voice vote, the motion passed (5-2, with Vice Chair Cruz and Ms. Kelley opposed). • 409 N E 1St AVE o Located directly south of the Cottage District project o Zoned R-2 o Own property adjacent, not critical for assemblage 0 0.38 acres, potentially 10 units per acre o Asking price $586,657 Board Comments: Vice Chair Cruz asked the plan for 407 NE 1St Avenue. 3 Meeting Minutes CRA Advisory Board July 1, 2021 Boynton Beach, Florida Ms. Shutt responded the CRA board had authorized the purchase, and the plan was to demolish the structures. Vice Chair Cruz stated she sees opportunity for this property, and the fact that the CRA has the Cottage District project and the property at 407 NE 1 st Avenue. She noted that it made her feel good about potential business for the residents in the area. Ms. Shutt pointed out the property would be residential only, and anything else would have to be Conditional Use approved by the City. Ms. Skovron stated she was not sure this property fit the CRA criteria. Ms. Kelley asserted it was a lot of money for a house or two (2). She suggested tabling the issue until the market changed. Chair Gordon discussed public/private partnerships to make an area more appealing. Ms. Kelley suggested the property could maybe be part of the Cottage District project in the future, and the developer could look at it later. She stated for now, it should not be actively pursued as a purchase. Mr. Josemond stated he did not like the purchase. Motion was made by Vice Chair Cruz, seconded by Ms. Cobb, to place the property at 409 NE 1St Ave. in the category "pursue at a future time to be determined by the CRA Board." In a voice vote, the motion passed (5-2, with Mr. Josemond and Ms. Skovron opposed). • 1017 NORTH FEDERAL HIGHWAY o Anticipated for retail/commercial o Adjacent to CRA office space and Haitian radio station project o 0.21 acres o Listing price $685,000 Board Comments: Ms. Kelley asked if the lot could be used as a grocery store. Ms. Shutt responded that use would fit the zoning. Ms. Grcevic asked what square footage could be built on the property. 4 Meeting Minutes CRA Advisory Board July 1, 2021 Boynton Beach, Florida Ms. Shutt responded that she had not done the analysis, but it would depend on how the setback is met and parking requirements. She stated that typically 25 percent was needed for parking, landscaping, and drainage. Ms. Cobb asserted that this was a gateway property for entering into the revitalized area, and she would envision something honoring the people of the community. Motion was made by Ms. Cobb, seconded by Ms. Grcevic, to place the property at 1017 North Federal Highway. in the category "pursue now as a land banking opportunity". In a voice vote, the motion passed unanimously (7-0). Ms. Skovron suggested finding out if the owner of the car rental property next door was interested in selling. Ms. Shutt stated staff would investigate. • 1022 NORTH FEDERAL HIGHWAY o 0.38 acres o Old fish market o Viable for commercial o Appraised at $950,000 Board Comments: Ms. Grcevic stated it was a nice corner and had potential as a restaurant or similar. Ms. Shutt stated that staff was not particularly motived for this piece, as it has potential to developers. She noted the adjacent City-owned property would be demolished, as improvements were found to be cost prohibitive. Discussion ensued regarding the process for development by an independent developer and letters of interest for development. Motion was made by Ms. Grcevic, seconded by Ms. Kelley, to place the property at 1022 North Federal Highway. in the category "do not pursue because it does not fit the CRA mission." In a voice vote, the motion failed (3-4, with Chair Gordon, Vice Chair Cruz, Ms. Cobb, and Ms. Skovron opposed). Vice Chair Cruz stated she really likes the location of the property and would like to understand better how the CRA could help something to be brought there if the CRA does not acquired it. Ms. Shutt responded that a grant or rental assistance could be offered for a potential purchaser. 5 Meeting Minutes CRA Advisory Board July 1, 2021 Boynton Beach, Florida Ms. Grcevic reiterated that she would like to see a restaurant in the space. Ms. Cobb stated the four (4) corners of this intersection are critical to the development going west, and there was a need for them to be made new. She added that she could visualize artwork or something welcoming as bookends for the corridor. Ms. Grcevic stated that the CRA could help to make the property attractive for someone to come in and purchase, but it may not belong on the City inventory. Ms. Utterback explained the property was not officially for sale but was appraised at $950,000. Motion was made by Vice Chair Cruz, seconded by Ms. Cobb, to place the property at 1022 North Federal Highway. in the category "pursue now as a land banking opportunity". In a voice vote, the motion passed (5-2, with Mr. Josemond and Ms. Kelley opposed). 10. CRA Board Items for CRA Advisory Board Review and Recommendations Ms. Grcevic stated they had discussed a building next to the rattan store on Federal Highway and said she had investigated and there was a barbecue grill sales place in the location. 11. Adjournment The meeting was adjourned at 7:37 p.m. Attachments: Presentation of Commercial Properties within CRA Area [Minutes transcribed by C. Parkinson, Prototype, Inc.] 6 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CRAADVISORY BOARD AGENDAITEM: 11.13. SUBJECT: Review of Commercial Properties within the CRA Area SUMMARY: At their September 2, 2021 meeting, the CRAAB Board was assigned the task of identifying available properties located within key commercial and light industrial areas of the CRA. CRA staff will provide the CRAAB with a list of properties found on Costar/LoopNet and the Multiple Listing Service that are being marketed as "for sale." The CRA Board's assignment involves the CRAAB performing research and analysis on these properties. The goal of the assignment is to have the CRAAB provide a priority list of properties or recommendations on whether or not to pursue possible acquisition based on available funding. All land assemblages for future redevelopment shall be in furtherance of the 2016 Boynton Beach Community Redevelopment Plan. Of the properties for sale (see Attachment 1), categorize them as one of the following options: • Pursue now as a land banking opportunity; or • Pursue at a future time to be determined by the CRA Board; or • Do not pursue because it does not fit the CRA mission. FISCAL IMPACT: To be determined. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: At their September 2, 2021 meeting, the CRA Advisory Board made the following recommendations: Pursue Now as a pursue at a Future Does not Fit the Property Address Land Banking Date CRA M ission Opportunity 2508 N. Federal Highway X CRA BOARD OPTIONS: No action is required by the CRA Board at this time. ATTACHMENTS: Description D Attachment I - LoopNet Property Report Loop Net- Jim Knight IGHTGROUP (561) 279-8601 2508 N Federal Hwy 0.59 Acres of Residential Land Offered at $700,000 in Boynton Beach, FL ;,,III KNIGHT 1 f a r p �� fl li r COMMERCIAL REAL INSTATE w BROKER -CONSU IING ABOUT 2508 N FEDERAL HWY , BOYNTON BEACH, FL 33435 Price $700,000 Property Subtype Residential Sale Type Investment Total Lot Size 0.59 AC No. Lots 1 Opportunity Zone No Property Type Land 1 LOT AVAILABLE Price $700,000 Lot Size 0.59 AC Price Per AC $1,186,441 Platted and improved with 3 curbs cuts and 310' of road frontage - Were Clean DESCRIPTION Ideal parcel for mixed use development with Intracoastal waterway views from 4th floor and up INVESTMENT HIGHLIGHTS • Ideally located just 650' west of Intracoastal Just a few blocks from Boynton Beach famous Waterway with new townhome communities just Intracoastal Park and boat launch north and south of subject • Immediate rapid acess to 2 international airports via 195 TRANSPORTATION Q COMMUTER RAIL Boynton Beach Commuter Rail (Tri-County Commuter) 5 min drive 1.6 mi up Lake Worth Commuter Rail (Tri-County Commuter) T �� 11 min drive 6.0 mi AIRPORT Palm Beach International Airport 21 min drive 12.7 mi PROPERTY TAXES Parcel Number 08-43-45-15-02- Improvements $0 000-1250 Assessment Land Assessment $311,071 Total Assessment $311,071 ZONING Zoning Code C3 MAP OF 2508 N FEDERAL HWY BOYNTON BEACH, FL 33435 �.( 105 i tl«;k u 9'C°Y °p4NV'q Aru rib UnIla ct U 1:3'r' GG rr �y ay NE �I'hO A, g c,, 161,,apo data 1@1211021 ADDITIONAL PHOTOS �� rr ivi.� �%,/!iip0%/////////?!r/rr%///%!%!/%!%%%%%/ ✓/1!/%///1//I%%/%////ll�// r �'r r "%/r """"" ";�;'i I• east view � IM Aerial � r Aerial Listing |O: 10811307 Date Created: 11{50/2017 Last Updated: 8/23/2021 The LoopNetaerviceon� in�nmotion provi�e� therein, vvhi�e �eUeve� to �eoccurote, oreprovi�e� 'oaia' LoopNet �iac�oima onyon� oU repreaentotiona, �onontiea, cx guoronteeaofonykin� ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.A. SUBJECT: CRA Financial Report Period Ending August 31, 2021 SUMMARY: CRA Financial Services staff is providing the CRA Board with the monthly financial and budget reports for the period ending August 31, 2021 (Attachment 1): • Statement of Revenues • Expenditures and Changes in Fund Balance Report • Budget Comparison Schedule- General Fund FISCAL IMPACT: FY2020-2021 Annual Budget CRA P LAN/P ROJ ECT/P ROG RAM: 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 August 31, 2021. ATTACHMENTS: Description D Attachment I - Monthly Financial Report for Period August 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-August 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 1,427,700 1,427,700 Contributions and donations - - - - Interestandotherincome 141,583 190,568 1,985 334,136 Total revenues 16,497,447 190,568 1,985 16,690,000 EXPENDITURES General government 3,112,355 - - 3,112,355 Redevelopment projects - 9,500,990 9,500,990 Debt service: - Principal - - - Interest and other charges - - 163,453 163,453 Total expenditures 3,112,355 9,500,990 163,453 12,776,797 Excess(deficiency)of revenues over expenditures 13,385,092 (9,310,421) (161,468) 3,913,203 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 1,315,970 620,879 1,976,354 3,913,203 Fund balances-beginning of year 3,182,928 11,040,801 116,097 14,339,826 Fund balances-end of year 4,498,898 11,661,680 2,092,451 18,253,029 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 - August 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 1,427,700 Interest and other income - - 141,583 Other financing sources(uses) 100,000 545,561 - Total revenues 15,952,192 16,397,753 16,497,447 EXPENDITURES General government 3,883,070 3,883,070 3,112,355 Total expenditures 3,883,070 3,883,070 3,112,355 Excess of revenues over expenditures 12,069,122 12,514,683 13,385,092 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 $ - $ - 1,315,970 Fund balances-beginning of year 3,182,928 Fund balances-end of year 4,498,898 The notes to the basic financial statements are an integral part of this statement. 1 > o,R OR OR OR OR OR OR OR OR o\° o\° o\° o\° o\° o\° o\° o\° o\° 010 010 010 010 010 010 010 010 010 010 o\° o\° o\° o\° o\° is L N c-I 7 O 7 O O O O O N to Lr) O 7 M M 7 m to O n M 00 00 Lr) 7 c-I I, O m Lr) O Lr) M ul[„ O O ,� Lr) m O n O O O O O W to m W N 7 7 Lr) N c-I O I, O O Lr) O N 7 Lr) O o0 M c-I 7 c-I O 14 O Lr1 O O O O O O O Lr) a; O 7 4 n Lr) N o0 I� n 01 to -i -i o0 I� O Lr) Lr) I� W o0 \ O N m W Lr) N N I" N n m n r" 7 W l0 M M W m M n l0 ,} A+ M CU 7 It E O Oco q O o0 O O c-I n N O n c-I n to W M m N Lr) O m O Lr) M M O to O W O m Lr) O w O �""� C O 01 O V) N N 't V) O Ol O O I� N 01 c-I M V) a1 V) V) V) V) O a1 N M O l0 l0 O Il O (DN m Ln c-I M I" l0 m c-I m m I" N c-I w l0 M m w c-I l0 O c-I c-I Ln Z1. w M Ln M N c-I M Ln I, M W w m M � m l0 m m w I, O O O W l0 r, N I, �t W M w �t l0 N I, Lr) N r, N N ^ \ 01 01 N l0 I� M l0 I.f1 I.f1 l0 I- M a l0 � 00 a l0 v M c-I Lr) Lr) m M N I- c-I c-I 01 M M I� L Ln c-I m c-I l0 M c-I Ln m Mm c-I c-I N � c-I c-I � Ln l0 N M �t p) N M N N N O K N 0 0 0 '6 N Q 0) � 4) O W O m O c-I n N O rl M N n c-I w Lr) O c-I O Lr) I, n O 7c N O c-I Lr) O N O O o1 O Lr) N N 7 Lr) O T Lf1 o1 o1 N n O W l0 Lr) O Lr) O O a1 l0 O M M O N O 7 m Lr) c-I M I, l0 m O W O N n Wc-I 7 l0 O l0 W Mm Woo O Lr) c-I M Lr) l0 n m l0 Lr) l0 M Woo m M 7m V O �--I N O c-I M Lr) 00 N Lr) N l0 m Lr) M O I, 7M N W I, J..i N N 01 N l0 n M l0 Lf1 I� N N M M N 00 O M 7 7 O �--I N N 00 M l0 m N •/� 0 M N 0 Oq N O c-I O M a) to to O Ln M c-i c-i r, M N V M N Q W • O O I, Lr) M to 7 O 0) O m O O O m M O O Lr) O m O N O O O O O M O O O O O to O n to l0 7 W O T O N O O O to Lr) M O o0 O N O -! 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N > isa N O L- m m 'ro i.ra N E .r \ rt 00 O N N N to M O O cn O C c-I o0 O Ol N C Ln Ln 7 V � I\ 7 Ln N 0, G C l0 Lr1 M L' N O � Ln O O M m o 6L y r N c Ln ci to m3 rp [L w a m O m R u c-I Lr1 O Il� 0 O W 7 N I, n Ln O m m o0 M N tQ N M 0 m O 6 N N cn W Ln Ln N 7 O^ O W m n O I n n n W Q O N p Ln m v m r, N c u m O OM n 0t Ln to N � L � � Ln W f1 N N m c-i O o 00 to Ln O I, N a a m W C N N N Ln to [L O O O O O O O O p O O O O [L 6 H LL m c O O W m N O N L'O cl o0 M N E oo o, W f6 i+ 0 F 0 G d 00 Z Z D U_ W W Ln � Q u W W z O m W � W ro C LL O O O O Q d 1= ri w G/ bJD3 m w D Cf ("D T0 '1"1"w""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.13. SUBJECT: Approval of CRA Board Meeting Minutes -August 10, 2021 SUMMARY: See attached minutes. CRA BOARD OPTIONS: Approve the August 10, 2021 CRA Board Meeting Minutes ATTACHMENTS: Description D August 10, 2021 CRA Board Meeting Minutes Minutes of the Community Redevelopment Agency Board Meeting Held on Tuesday, August 10, 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 welcomed all to the meeting and called the meeting to order at 5:30 p.m. 2. Invocation The invocation was given by Vice Mayor Vice Chair Hay. 3. Pledge of Allegiance The members recited the Pledge of Allegiance to the Flag. 4. Roll Call Roll was called. A quorum was present. 5. Agenda Approval A. Additions, Deletions, Corrections to the Agenda A. Adoption of Agenda Motion Board Member Penserga moved to approve the agenda. Vice Chair Hay seconded the motion. The motion passed unanimously. Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 6. Legal A. Project Update on the Purchase and Development Agreement with Ocean One Boynton, LLC for the Ocean One Project Tara Duhy, Board Counsel, explained the above is a public plaza. The deadline for commencement of construction of the plaza, according to the Purchase and Development Agreement was March 9, 2021. On May 9, 2021, counsel the for developer notified them that the permit application included in the meeting backup, was filed with the City to commence construction. She emailed counsel for the developer on July 21St for a status update, but had not received a response. The options are to maintain and monitor the status, or issue a formal notice of default under the terms of the agreement. If the Board wants to continue monitoring informally as the Board has been doing, it is not a default, but the Board could at any time direct Attorney Duhy to do so. Chair Grant requested receiving an update otherwise if there is no communication, the Board needs to ensure the project moves forward. He thought having a response from the City is not enough. Attorney Duhy will provide an update at the September meeting from the developer about the status of their compliance. Chair Grant wanted to write a letter to the developer and counsel, indicating they are not issuing a default, but they need an updated status of the permit application and how it is moving along. Board Member Katz asked if they could also convey that failure to show evidence will result in notification of default. Attorney Duhy could provide that the Board will consider issuing a notice of default if they do not get further communication. There was Board consensus to do so. Attorney Duhy commented at the last meeting, the Board accepted the resignation of Mr. Simon, with his last working day as August 12, 2021, but his contract expires September 30, 2021 on its natural date meaning his benefits and all would continue to that date. She wanted to ensure this was the will of the Board and learned it was. 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 Brian Fitzpatrick and Anthony Barber about the Magnuson House and Centennial Management. . Vice Chair Hay spoke with Lewis Swezy and Catherine Roque of Centennial. Board Member Romelus got a text from Brian Fitzpatrick. Board Member Penserga spoke with Lewis Swezy and Elizabeth Roque of Centennial regarding item 16 B, Kim Kelley regarding 16D and Brian Fitzpatrick regarding the Magnuson House. Chair Grant spoke to representatives from Splashdown Divers, Brian Smith, Centennial Management, Thuy Shutt, Brian Fitzpatrick, Anthony Barber and Kim Kelly. 8. Announcements and Awards 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 A. Rock the Plaza at Ocean Plaza on August 21, 2021, from 3:00 p.m. to 6:00 p.m. Mercedes Coppin, Business Promotions and Events Manager, reviewed the upcoming event at 640 E. Ocean Avenue. Free parking is available and staff is working to finalize parking on the northeast corner of Federal Highway and E. Ocean Avenue. The CRA will spotlight businesses operating out of the plaza and will encourage patrons to walk the plaza businesses. There will be live music from the Paul Anthony and the Reggae Soldiers Band, cocktails and special promotions from plaza businesses and a Boynton Beach Bucks offer for participating restaurants. Chair Grant asked if there was more information about Pirates Fest. Ms. Coppin announced staff is excited about the event and was waiting for the Board to approve the budget before announcing the event to the public. The tentative dates are October 30 and 31st 9. Information Only A. Public Comment Log B. Public Relations Articles Associated with the CRA 10. Public Comments Kim Kelly, Owner/Operator of Hurricane Alley since 1996, gave the history of her business and advised her business was the only viable business in the downtown that lasted. She listed the obstacles she faced. She is a single woman business owner that started with a 26-seat cafe that grew to a 150-seat restaurant with 45 employees. She knows the CRA wants to buy the Oyer building and advised her lease will have one year left. Her lease is normally renewed every five years and without it, she and her employees are without jobs. She noted Hurricane Alley was part of the reason developers want to develop the downtown and the sale of the building does not mean sale of the restaurant. She wanted to ensure that before purchasing the Oyer building, there be contingencies in place that ensure the existence, relocation and replacement of Hurricane Alley in the downtown. She explained Hurricane Alley is a family and she wants to make new memories. Board Member Katz explained the Board already discussed what she described and it will be a critical piece. Board Member Romelus and Hay agreed it was unanimous. Brian Fitzpatrick, 409 NE 1st Street, wanted to discuss the Letter of Intent ( LOI) he submitted. It pertained to 211 E. Ocean and it had several moving parts. While some questioned the CRA's purchase of the property in 2011, he wanted the Board to keep its focus and keep in mind that land banking is a valuable tool. He thanked the Barber and Davis family for their interest in the property as it brings the topic into the spotlight. Mr. Fitzpatrick commented his LOI is unusual as it suggests the CRA move the Magnuson House to a vacant lot the CRA owns on NE 1st Street. He has two vacant lots adjacent 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 to the CRA's vacant lot, which could be transferred to the CRA and it will allow the Barber and Davis family to have a beautiful facility because on NE 1St Street, they would have more than twice the square footage. He reached out to Dr. Dagher, who was present to show the unification they have in their desire to build something beautiful on this block. The three parcels are slightly over an acre. He commented there is a misconception that he was not willing to entertain discussions with the City to sell the property, and he did not recall a concerted effort by staff to address that issue. He wants to be part of something bigger than what they have today whether he is in or out of the picture. He requested the Board give his proposal consideration. Chair Grant appreciated the new information and noted staff responded with an email. The LOI will be discussed as part of the package. The current LOI was a rough draft and the fact the adjacent property owner was present was good. He thought a Memorandum of Understanding could help solidify this Board's decision. Having something in writing and by being present, they can make a better decision. He requested the background and pictures of the condos he owns on the north half of the block and Mr. Dagher's property, and how it will fit into the design development plan. The issue of moving the Magnuson House to a residential lot is it could not be used for a commercial use without a change in land use. Moving the home there or onto Seacrest or a better location could save the Magnuson House. The Board appreciates not wanting to demolish the home and they will get more information at the next meeting. They want to have the information two weeks before the CRA meeting so staff can analyze his proposal. Mr. Fitzpatrick asked if there was more beef to the proposal for 211 than he has currently seen. Chair Grant explained it is an unsigned document that did not have his name signed on it. He suggested speaking with a land planner to help him draw up a LOI. Mr. Fitzpatrick found out about the LOI after the fact and was puzzled why adjacent property owners were not made aware. Chair Grant noted for an LOI, the Commission considered discussing it. Staff was directed to post the 30-day Notice, which is the notice to the public. August 31St was the deadline to provide an updated LOI with a Memorandum of Understanding between him and adjacent property owners. The Board will hear the item at the September 14th meeting. No one else coming forward, Public Comments was closed. 11. CRA Advisory Board A. Pending Assignments B. Reports on Pending Assignments Ms. Shutt advised they cancelled the last meeting because there was only one item to review. They will be reviewing more available properties at the next meeting. Chair Grant requested when they have the available properties, staff notify the property owners. Ms. Shutt advised some property owners or their representatives come to the meetings. 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 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 None. Motion Board Member Penserga moved to approve the Consent Agenda. Vice Chair Hay seconded the motion. The motion passed unanimously. 14. CRA Projects in Progress A. Rock the Plaza at One Boynton Recap Ms. Coppin reviewed the above item. Patrons were encouraged to stroll the plaza and visit the vendors. They had a special Boynton Beach Bucks offer which was a $5 voucher to be redeemed with any .purchase. Merchants redeemed 97 vouchers. Staff also encouraged event goers to take the survey. The results of the survey reflected 75% of the attendees were residents, and 25% were not. Overall feedback showed the businesses were very satisfied with the event. Ms. Coppin had photos showing what the event looked like. Chair Grant liked the ax throwing and kid-friendly activities. He asked if the schools and other family-friendly associations were notified of the event. Ms. Coppin responded school started today. Staff usually does notify the schools as well as having event information at City centers. B. Boynton Beach Night Market Recap Ms. Coppin noted the first event was held on July 31St from 6 to 10 p.m. at the amphitheater, which was fabulous Thirty-three vendors participated and 18 were local CRA District businesses. This was a family-friendly event that had a game trailer, henna tattoos and face painting. Having a family friendly event that engaged the children encouraged parents to stay longer. There was live music by the Valerie Tyson Band and 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 roaming characters that came out once it was dark. Photographs of the event were viewed. Vice Chair Hay liked having vendors close by so people waiting in line could see the event, hear music and participate rather than lining them up on Ocean Avenue. He thought the number of people that attended was awesome . It showed people were ready for activities and the event was well organized. He thought the public could not wait for the next event and he thanked staff for a job well done. This was a $30K event. That was not planned or budgeted event due to COVID and Mr. Simon praised Ms. Coppin for doing an outstanding job on short notice. C. Marina Marketing and Social Media Update Renee Roberts, Social Media Communications Specialist, advised in July, CRA social media platforms were used to promote local business offerings, give updates about the CRA initiatives and promote business promotional events. She reviewed the various businesses and RFP's that were released. They promoted the Boynton Beach Night Market and Rock the Plaza. Print advertising included a quarter page ad for jet skis published in the Coastal Angler Magazine. Chair Grant pointed out next month is Goliath Grouper Spawning. He asked if she reached out to the different dive boats, and learned staff has print ads already in the Coastal Angler and Coastal Star promoting Goliath Grouper and the dive charters for next month. D. CRA Economic & Business Development Grant Program Update Bonnie Nicklien, Grants and Project Manager, reviewed the above balance. There was $113,492 left for the remaining fiscal year. The City Business Tax Receipt's issued for the month of July were included in the meeting materials. Board Member Penserga asked how many grant requests can be fulfilled this year. Ms. Nicklien explained there are about six applications pending, but it was unknown if they will get their applications in. Three should be able to be funded this year. 15. Public Hearing 16. Old Business A. Consideration and Discussion of Fiscal Year 2021-2022 Project Fund Budget (Tabled7/13/21) Motion Board Member Penserga moved to remove from the table. Board Member Romelus seconded the motion. The motion passed unanimously. 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Vicki Hill, Finance Director, explained before this item was tabled last month, she was going through to say how much was available. She reviewed, in reference to Tax Increment Financing, they are up from last year by 14.8% which is $15.8 million. With the Marina and a fund balance surplus, they will budget $16.9M. Debt service is $2.1 M and operating costs are $2.8M. Funds for the DIFA, plus Town Square are about $4.6M, which leaves the CRA $6.2M to allocate for the Project Fund. Mr. Simon reviewed the current project list and projects proposed by staff for next year and explained the spread sheets. Staff provided the estimated roll over of existing balances for line items. There is currently $1.3M to address the MILK Jr. Boulevard Corridor or future projects. The next line shows the match obligation to Centennial Management for the MILK Jr Corridor project of $625,750, which was the local match for the Low-Income Housing Tax Credit funding award that was secured. The Cottage District, Workforce Housing Infill Redevelopment project had a balance after they moved money for acquisition of the 133 NE Fourth Avenue, which is a property adjacent to the Cottage District Project. Staff had previously approved $500K for Palm Beach County Housing Authority acquisitions during their auctions, and the Sara Sims Amphitheater had no existing balance because the $150K the Board obligated to the City through an ILA, is now in a purchase order and is not available to reallocate. The other projects were the 508 E. Boynton Beach Boulevard project; the Boynton Beach Boulevard project, which was the improvements from 1-95 and so on. The Board could allocate $6,225,378 in any way they see fit. Staff provided a draft allocation of funds they see based on priorities staff or the Board noted. Whenever there is no funding for an acquisition of a project, such as with 217 N. Seacrest, it is a decision the Board can make whether to begin to save for that acquisition or put the entire amount towards the closing. Mr. Simon thought the rest was self-explanatory. He noted the Downtown District line, could include the potential acquisition of the 511, 515 and 529 E. Ocean Avenue properties. The amount of money discussed was $3.2M and the budget would have to be arranged differently. Staff met with their bank representatives and they are confident that the CRA could secure a short-term loan, regardless of the lease or property value. It is based on increment revenue. He knew there was discussion about Mr. Oyer saying he would hold the mortgage, which he and Ms. Shutt did not support. He thought it was better to use a lender at a very low rate. The CRA can secure a loan under five years for property acquisition. The rates are very favorable. Chair Grant suggested reaching out to the banking community in the CRA District first, see what bank makes the best offer and try to get three offers of loans for two, three and five years so the Board can decide in September which offer and method they will use to finance the acquisitions. The three main acquisitions on the books total almost $6 million for the 508 E. Boynton Beach Boulevard, 217 N. Seacrest Boulevard, and the 511, 515 and 529 E. Ocean Avenue properties as they fit the description in the CRA's Comprehensive Plan. It was noted the Board needed to allocate the budget for 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 the Pirates Fest. Attorney Duhy suggested approving the budget and amending it at the next meeting. This way, funds for property acquisition can be used for 217 N Seacrest and Ocean Avenue. Board Member Penserga asked staff which project funds would relocation services fall under. Mr. Simon would identify acquisition funding needed to create a program or category of funds. Ms. Shutt explained the Board wrapped the relocation funds together as part of the purchase agreement with the Community Caring Center. Motion Vice Chair Hay moved to approve the budget. Board Member Penserga seconded the motion. The motion passed unanimously. B. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update Ms. Shutt explained this item has been before the Board several times. She conveyed the Board entered a Purchase and Sale Agreement with Centennial in December 2019. Centennial finished all the work under the entitlement process and received the 9% tax Tax Credit funds from the State, however, due to the pandemic, issues arose, more particularly with the construction pricing. Now Centennial is looking at buying out the contracting and subcontracting services they had identified. There was money set aside for an 8,200 square foot commercial space to serve the neighborhood, which was not included in state funding. The CRA and Centennial will negotiate the price of the construction for activation of the space. In the development proposal for the 125 rental units, there was a construction overrun. In mid-July, Centennial approached staff about concerns about the project short fall. Staff worked with them, but did not get a lot of information until last week and staff has not yet reviewed it . Elizabeth Rogue, Mr. Herbert and Mr. Swezy will make a brief presentation. In summary, Centennial Management indicated to staff there is a $4.9M shortfall due to rising construction costs and unexpected infrastructure issues required off site. Staff feels it is a little less. There was $1.9M was allocated for commercial, and Centennial got a $3.11M shortfall. Section 20 of the Purchase and Development agreement sets aside what they can do and Section 19 allows the Board to provide additional monies with just cause. Staff asks the Board to allow them to sit down and review the numbers, because it will facilitate development in the area, but also because there needs to be cost sharing on the part of Centennial. Motion Board Member Romelus suggested hearing them, but moved to table the item to let staff and Centennial meet to review the items. Elizabeth Roque, Centennial Management, 7735 NW 146th Street, Miami Lakes, explained currently they are getting ready to close on the community in mid-September. It has been a challenging time as they never anticipated cost overruns. The initial building 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 had intricate details giving the building a Floribbean look. When they received the documents back from the architect and started bidding, they could ascertain the cost would be too high. They started to value engineer and reviewed structural and electrical costs, as they would not impact the aesthetics. They are looking for ways to reduce costs and they changed the building slightly. Brian Herbert,. 1311 Newport Center Drive, explained the initial concept was a conceptual design, coming through the construction document process, they streamlined the building to make it cost effective from a construction standpoint while keeping the architecture unique and aesthetically pleasing. Changes they made were items that were not very noticeable. The window manufacturer was reviewed as were the railings. After value engineering, a photo of what was submitted to permitting was viewed. They were able to bring the cost down to $3M and it does not damage the design intent. The large mansard roof is aesthetic as well as the brackets. It is a quality design that will provide rain coverage. It creates natural screening for lights coming into the units and air conditioning units. Mr. Simon commented they were all architectural. It changes the look from Key West. They are at $1.2M in total for each building to have that look. The other costs were due to COVID and due to the rents being decreased and their first mortgage was lowered by a million. The cost of materials increased from 20% to 50% depending on the project. She took her numbers last year from the Ocean Breeze development and added 30% which gave them $1 M in material costs as an increase. They had a meeting with Utilities who were asking for things that need to be done in the road. In the beginning they had agreed to provide $100K to improve the sanitary and sewer lines and others. Then they had another meeting, and there was much more they wanted to do for the MLK Corridor, which is $728K, and Centennial Management had no clue with what they wanted to do on the Corridor. That is separate from the original $3M cost overrun Board Member Katz asked what the cost overrun would be if the original accents were used. She did not know, but when they saw the bids coming in for the large windows, they were too high. They wanted to keep the integrity of the design, but had to scale it back. They were able to find savings with value engineering regarding structural items. Lewis Swezy, Centennial Management, explained they value engineered the hallway venting which saved $20K to $300K. They stacked the electrical runs on top of each where they saved $100K. He advised he wanted to keep the beauty and integrity of the neighborhood in place. Board Member Katz favored the original exterior as it had a more distinctive character to it. Ms. Roque explained the biggest difference was the windows are lot bigger and the value engineered plans were the plans submitted to the Building Department. Chair Grant thought the balconies were an important feature that should be preserved. Ms. Shutt explained the scoring and treatment of the walls could add more details. Mr. Simon noted in the initial drawings, there are things on the street level, whether Bougainvillea or colors on the streetscape that draw one's eyes away from whether there is scoring on the building. It looks very inviting and attractive. When it was represented, they just provided the raw building. Chair Grant was not concerned with 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 value engineering, it was the Florida Housing Finance Corporation, mandated the rents had to be reduced. Chair Grant thought the City should help out. The CRA's responsibility is they will collect rent for the spaces regardless of the rates. They did receive a lot of comments about business ownership of their buildings or locations. He asked if the Board or Centennial would consider a condominium association so business owners can own their bays . The City wants at least one bay for the Neighborhood Officer Program. Mr. Swezy responded it has great intent, but it would destroy the financing. Chair Grant asked, regarding the commercial areas, if future CRA's have the ability to have any equity ownership. Mr. Swezy advised he would work with the CRA to get triple net out of the commercial space, but it was not their intent to make money from the commercial area. Chair Grant thought they should discuss it with some of the money they will borrow because there is a deadline. Board Member Hay noticed most developers put aside 10% and asked why they put aside 4% and why nothing was put with the original number. He thought it would cut down on the $1.9M. The original number they used was$158K inside the $1.9M. When they listed the real numbers and allocated where the money is supposed to go, it is included in the category of "Other". Things like permits and builder risk insurance are not itemized on the form. Chair Grant questioned how the developer fee goes into the project for the total cost of the project minus the land acquisition. The State allocates a 16% developer fee. It comes out at the end of the project with the last equity installment. It is deferred and goes into the construction and development of the project in the beginning. It goes to a subsidiary owned by the same principals. Chair Grant asked how they could use some of that to help with the cost overruns. Chair Grant suggested at the City Commission meeting next Tuesday, they discuss this with the Utility Department to help figure out what the extra $700K they were asking for was. Mr. Swezy explained at the time of site plan approval, that is what they budgeted. Chair Grant thought they could use the TERFA agreement to help pay Centennial back. There were no objections to using the TERFA, but the Board will not make decisions tonight. He wanted to direct staff to work with them to find out what to do with money from staff. Ms. Roque commented it was a fact-finding mission, and asked if the commercial side of the $1.9 was solidified and will it go to the cost of commercial retail space and learned it would. They approved that as part of the budget plus the extra match, plus, the $625k for residential. Anything else would be discussed next month. Centennial will continue value engineering where it would not impact the aesthetic of the building. Vote Board Member Hay seconded the motion. The motion passed unanimously. C. Cottage District Infill Housing Redevelopment Project Update of Discussion and Contract Negotiations with Azur Equities, LLC 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Ms. Shutt explained this item was a continuation from last month. The Board had issued an RFP in August 2020, and reviewed and ranked the responses. The top two ranked respondents withdrew. This is the last remaining proposer with a viable option. She noted Azure Equities has very little single-family and workforce housing experience, but does have experience with mixed-use developments, townhomes and multi-family projects. Staff was given direction to work with them to improve the design and ensure their financing structure, ability to hire local contractors and address the Boynton area median income plans were feasible. After working for four months, staff has not received much information or anything more substantive to ensure the design is a quality design, is affordable and has a maintenance of affordability, so the public investment in the project will be passed forward to the next purchaser and the homes will not be flipped in a short amount of time. Staff advised the investment does not work out. It is not the right type of development proposal for the site, and there is not enough demonstrated capability and financial as well as supportive documents based on past negotiation attempts. It is a risk that is not recommended by staff. One option is to reissue the RFP as there has been interest, but due to negotiations, staff and the Board cannot entertain any of those options. There are also options for staff to explore if the CRA itself can do the project. Franck Gotsman, Azure Equities, 2875 191St Street, Aventura, Florida, explained the guideline they received was to remain with the Area Median Income (AMI.) The original design had to be modified because townhomes have to be on the inside streets. They tried to work with the Building and Zoning Departments to ensure they have a design and site plan that is appropriate. They are working with local people from the beginning, and already conducted value engineering with the idea to keep the homes within the AMI. He was unsure what else was required, they are more than able to do this. In terms of single- family homes, they have not constructed as many homes as others. He believes the development is more than viable. He commented if there is more information required from them they would make it available. They have not had a lot of communication with the Building Department and they have tried to reach the Zoning Department. They are available and they are confident what they are proposing is more than viable. Chair Grant commented the issue he has is the Building Department changed things up from the design and the Board was not given an opportunity to advise Mr. Gotsman that this is what they would rather have and the City can change their Codes regarding infill of the project. He is not happy that they are going from 39 units to 34, and it is almost like they are having duplexes instead of townhomes. Based on the new site plan, the playground is not in the northeast corner as proposed. Mr. Gotsman advised it was suggested the park be moved inside to be easier for the HOA to manage. They have been trying to comply with what they were told to do. Chair Grant suggested giving Azur an extra month. If there is something they are not happy about that the City is telling them, they can do a work around. If the HOA owns the playground, they can prohibit other people from the community from using it, and it was not something he supported. If the HOA owns it, they would be liable for the kids that are on it, they could put a fence and lock on it and give a key to the HOA. That was why he wanted the park in the northeast corner. Mr. Gotsman explained Parks and Recreation will not be happy because there is 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 a park just to the north. Chair Grant explained the issue is they do not want the kids to cross Boynton Beach Boulevard or Seacrest if they are under 10 years old. It is the Board that gives final approval and not the staff. Board Member Hay commented he does not feel good about the whole thing. The community wanted single-family homes, and building single-family homes are not Mr. Gotsman's forte. The CRA had several developers drop out for several reasons. He thought they were going down a bad road that is not a good match. He noted the developer was not happy about some things and the Board was unhappy about some things as well. He would support parting ways and starting over. Nothing has occurred in four months and he did not think it was giving the people what they want. Board Member Romelus disagreed with Vice Chair Hay's comments. Looking at the team Azur put together, she was perplexed why staff has not seen what they are looking for. They have a team that can do something. She did not want to start over and wanted to find a middle ground. She also disagreed with some of the changes made by City staff from a zoning and building perspective the developer would have to make and none of the changes came back to the Board. She wanted a detailed update of how things changed and how they work. She. noted two other developers willingly dropped off because they were unwilling to meet the Board at the price point the Board wanted. Ms. Shutt explained staff is concerned on the financial end. The document was dated August 3rd and staff has had less than a week to review the documents. Mr. Simon has been working with Mr. Gotsman, and staff enlisted the help of planning and zoning staff. There are some costs that should be looked at, but the main concern is his financing plan. The projected uses and sources in the meeting materials show construction costs were $6M. The development cost is $1.7M. The total cost is $11 M, but the land value is not listed. The land is donated and should be subtracted from each unit. In the proposal, the scheduled price of the home does not include any reduction in the land costs, he is receiving for free. She thought after four months, it is difficult for staff to determine the cost benefit to the public and CRA. She noted some of the costs based on the valuations, and his actual sales revenue. The difference between the sale cost and the financing cost is exactly the same as what the CRA is contributing, which is $385,825. She thought Mr. Gotsman was not making any money. Additionally, in the proforma, he was putting $1 M in equity, and he would only get$572,335 in profit. The numbers did not make sense to her and she thought they would not work. There are some cost gaps, which the CRA is willing to look at, but it has to make sense, and right now it is does not. Mr. Gotsman explained they responded to the request a few weeks before, and they tried to put everything together including a development agreement. There is still a lot for them to do in terms of design and to make their soft costs, expenses and engineering costs work on the final product, and they would need some type of agreement with the City to ensure they were not spending money without out any real revenue. They did not list the land value as a cost. The idea was to keep the cost of the homes as low as possible. If he included the land and divided it by 35, the price is there. He could always add it. It is 12 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 one way to do the accounting. They want to be realistic how they can get to the numbers the CRA and City wants in terms of pricing. There are some things they can save on. There is also an opportunity for people to decide which house they prefer in terms of square footage. There are smaller and larger homes. They could estimate the sales costs and reduce it and pass on more savings. It is possible to show them. They wanted to use the lowest possible numbers for the price of the home. The most important thing was a development agreement that would not put pressure on them in terms of the ceiling in which they would build and sell the homes. They would set it up, build a few homes, people come and buy them and then they will build more. They can answer the Board's question. Board Member Romelus was in favor of allowing another month to see if Azure can work on the numbers as a last-ditch effort. If there are no agreeable terms by next month they can issue another RFP. Ms. Shutt applauded him for trying to engage local contractors. She commented now that they have the expertise of Randall Construction and the Community Development Corporation (CDC), he should engage them and use his resources. Before they could look at a development agreement, they will need the prices and the timelines. He wanted to be perfectly clear what they wanted in the site plan. Only single-family homes that can back out to the side street. Staff can work with them. This is an IPUD and lot sizes are flexible. The RFP specified where the playground would be, which was the northeast corner. Staff will ensure the product that is proposed complies with what the Board wants. Board Member Romelus noted there are internal communication issues. She put the onus on CRA staff to hand hold Mr. Gotsman through the process. Chair Grant explained the original site plan showed the town homes on the outside and single-family homes on the inside, but staff said to reverse it. The Board wants the density of the greater units. The park will be a neighborhood park. Part of the agreement is the HOA will help fund the park. Motion Board Member Romelus moved to table the item to the next meeting. Board Member Katz seconded the motion. The motion passed unanimously. D. Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue Ms. Shutt advised staff received direction to purchase the property for $3.6M and has been working with the property owners to obtain the content of the leases of the existing tenants and work on the terms of the Purchase and Development Agreement. There are some issues which the owner would like to protect the tenants, in terms of disclosure of some of the information. Mr. Oyer will try to provide redacted leases, so staff can better define the terms. Staff met with the owner and another meeting is scheduled for Friday. They hope to bring back a draft agreement by the next meeting. 13 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Staff also needed direction on financing and suggested the Board look at the transaction as a straight sale as opposed to the seller holding the note. Attorney Duhy agreed more information regarding time, amount, and renewals was needed to ensure they maintain the tenants and to address relocation. The Board needs to understand the terms the tenants are currently operating under. Confidential information would be redacted, but the general terms are important to bring back recommendations how to protect the existing tenants. The sellers understand that. The redacted leases are the right way to proceed and create a path forward. It will allow staff to move quickly and permit closing within the time frame directed by the Board. Mr. Simon noted the owner wants to close by the end of the year and has to conduct due diligence. Chair Grant commented the CRA will have to decide after purchasing whether to have agreements regarding relocation of the current tenants or to have longer-term agreements. Attorney Duhy explained the CRA is in a different position than a private owner and rental income is not the end goal. The CRA is not in a position, not knowing the lease obligations, to make recommendations as to whether they want them to take on tenants or not. The CRA has discussed ways to address those issues in the Purchase and Development Agreement. If there is some loss of income, it could be addressed in the contract. Chair Grant wanted to keep Hurricane Alley as part of the purchase if the CRA creates a subsequent lease, or includes it in the bargain when the CRA buys the property. Attorney Duhy recommended the CRA create a new lease through the CRA, as they can ensure it has all the contingencies they need to include as a public entity, which a private owner would not need to include. It would be a functional and not a substantive change. Chair Grant thought they could leave the historic and local value of Hurricane Alley. Attorney Duhy explained leaving the business there is within the CRA's purview. Motion Board Member Katz moved to direct staff to investigate financing a project along with additional funding, if needed for other acquisitions, and to continue additional negotiations of the terms and conditions. Board Member Romelus seconded the motion. The motion passed unanimously. E. Consideration of Second Amendment to Contract with Lewis, Longman & Walker, P.A. (LLW) for Legal Services (Tabled 7/13/21) Motion Vice Chair Hay moved to remove the item from the table. Board Member Penserga seconded the motion. Attorney Duhy explained there were no major changes. The CRA is an important client to her firm. They will dearly miss Mr. Simon, but they are very excited to work with staff. They try to keep their prices as low as possible. The last raise was four years ago. 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Vote The motion passed unanimously. F. Consideration of the Economic Development Grant Program Guidelines and Applications for FY 2021-2022 (Tabled 7/13/21) Motion Vice Chair Hay moved to remove the item from the table. Board Member Romelus seconded the motion. The motion passed unanimously. Ms. Nicklien explained after reviewing the program, staff requested clarification regarding the eligibility of offsite cleaners or laundromats. Currently, the use is not classified as either eligible or ineligible for funding assistance. If the Board wants to consider the use as a Tier II business, the business would be eligible for 50% of their monthly base rent up to $1,250 a month or whichever is less. Additionally, due to priority projects discussed tonight, staff needs direction the ability of a business to request an additional six-month extension at the completion of their first 12 months of business. This year, approved recipients could request the additional six-month extension by providing an outline of their first year of business rents, thereby having the total rent reimbursement period be 18 months. Staff recommends limiting the extensions.to a 12-month period to help more businesses. There were no changes for the Commercial Property Improvement Grant programs. Chair Grant thought laundromats and dry cleaners was part of Tier III, but learned under the rent grant, there are only two tiers for new laundromats coming in. These would be for coin operated laundry and dry cleaners. Motion Board Member Romelus moved to approve them being a Tier II business. Board Member Katz seconded the motion. The motion passed unanimously. Motion Board Member Romelus moved rent reimbursements will return to a 12-month only program. Vice Chair Hay seconded the motion. The motion passed unanimously. Motion Board Member Romelus moved to adopt the changes to the guidelines for the Economic Development Grant program the Board previously mentioned. Board Member Penserga seconded the motion. The motion passed unanimously. G. Discussion and Consideration of the Interim Executive Director of the CRA 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Mr. Simon explained they were asked to bring back information for consideration of elevating Ms. Shutt to Interim Executive Director as his replacement as Executive Director. If the Board supports her, they can bring back a contract at the next meeting. If making Ms. Shutt interim director immediately, the motion could be pursuant to the same terms and conditions as Mr. Simon's contract. They could then bring the contract back to the Board at the next meeting. Board Member Katz favored option 1, to name Ms. Shutt officially as Interim Director and direct Counsel to bring back a contract agreement. He thought when there is talent in the house, unless you have a reason not to support the person, there is no need to go outside. He thought Ms. Shutt was supremely qualified and supported not reducing her salary as she would receive the same pay and benefits as Mr. Simon, based on negotiations. Chair Grant asked for a Motion to approve Option 1, Motion Vice Chair Hay so moved. Board Member Romelus seconded the motion. Ms. Shutt thanked all and advised she had the best mentor and best staff. The motion passed unanimously. Attorney Duhy asked if she should be moved immediately up to the contract terms Mr. Simon has in the position of Interim Director and learned she would. 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 Theresa Utterback, Development Services Manager, presented the item. The current contract with Waypoint is due to expire October 1, 2021. They issued an RFP/RFQ on June 17, 2021. Responses were due July 20th. Three responses were received and are listed. Staff reviewed the responses, and a sufficiency checklist was provided. She also provided clarification on the fee structure. Staff weighed in on the fee structures and with their experience, ranked Waypoint first, Oasis as the second choice, and Mathew Spain as the third choice. If using Waypoint, based on their experience and him running the Marina, fuel dock and the tenants, he did an excellent job. His annual fees were the least out of the three. Chair Grant asked for a motion to approve the recommendation of CRA staff. 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Motion Board Member Katz moved to approve. Board Member Romelus seconded the motion Jan Volker, 421 S. Lakeside Drive, has been involved in Palm Beach County dive tourism for over 20 years. He announced management has been doing an excellent job with the Marina, but there is an issue with dive tourism there, as there are arbitrary rules regarding no more than 15 minutes for loading and unloading of dive tanks and gear. The dive boats are not in anyone's way when moving tanks from the truck to the boats, but they need more time and it endangers the safety of the divers. Divers are getting resentful they are rushed out. He advised the divers are very affluent people that spend a lot of money in restaurants and the area. He suggested changing the arbitrary rules to a 45-minute period or investigate the matter as there is no problem with traffic. Mr. Volker advised this usually takes place in the morning, and it does not restrict anyone. He thought it was something no one thought about before and now might be a good time to think about it. Mr. Volker was not a Marina tenant, but was speaking for Splashdown Divers. Chair Grant thought 30 minutes might be safer and then get a report next year to see if additional time is needed. Mr. Simon explained this has been ongoing since the slips were renovated. There is a complication of life on the docks with captains getting extra time. He thought the Board could allow the dockmaster more time for this issue. The CRA does not get complaints, on a regular basis, that the dockmaster is running them off, but there is an ongoing effort to keep the Captains and tenants that for years would fight the decision to move their own vehicles out of the loading and unloading area. Staff has done all kinds of studies to justify the decisions they make, but the Marina was redesigned. This is the first time an issue is being brought to the Board. He thought Mr. Smith would be happy to be flexible. Half an hour to load and unload only, then move to a secure parking space. Chair Grant commented they can discuss changing the sign to 30 minutes for loading and unloading only and giving Mr. Smith the flexibility and report back in 30 days at the next meeting. Board Member Katz agreed. Mr. Smith runs the Marina and can report back. (Board Member Romelus left the dais at 8:07 p.m.) Dave Collin, owner of Splashdown Divers, advised he has been there for 40 years and no one has complained about the parking before. He tests the tanks to supply the proper ratio of gas. He cannot do it in 15 minutes and he has informed Mr. Smith. Mr. Simon explained Mr. Collin was conducting another type of business from the back of his truck. It is not necessarily divers being shewed away by the manager. If there is an unusual business need that needs to be adjusted for, the tenant should make the request. He is there at 7:30 in the morning and brought this to Mr. Smith's attention Brian Smith, Dockmaster, explained with parking, the contract specifies 15 minutes. He suggested they try 30 minutes for the divers. The other boats may not need as much 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 time. It is in the contract and on the sign. He would try 30 minutes for the dive boats owners only. (Board Member Romelus returned to the dais at 8:10 p.m.) The motion passed unanimously. B. 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 Mr. Simon presented the item. The item is a transfer request from the City for parcels the City had originally purchased that were transferred to the CRA years ago. The parcels were intended to provide a relocation site for the Community Caring Center, which did not occur. The City has a need for the property to be under their ownership in order to have the ability to dispose of it. Motion Board Member Katz moved to approve. Board Member Hay seconded the motion. The motion passed unanimously. 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 Update 19. Adjournment There being no further business to discuss, Chair Grant adjourned the meeting at 8:13 p.m. r Catherine Cherry Minutes Specialist 18 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.C. SUBJECT: Approval of Habitat for Humanity of South Palm Beach County, Inc.'s (HFHSPBC) Design Plans for the Property Located at 545 NW 11 th Avenue SUMMARY: On April 13, 2021 the CRA Board accepted Habitat for Humanity of South Palm Beach County, Inc.'s (HFHSPBC) Letter of Intent (see Attachment 1) for the development of a single family affordable housing unit on the CRA owned property located at 545 NW 11th Avenue. On July 13, 2021 the CRA and HFHSPBC entered into a Purchase and Development Agreement for the construction of the single family home at 545 NW 11th Avenue (Attachment 11). In accordance with Paragraph 17.1 of the Purchase and Development Agreement, HFHSPBC has provided the design plans for the single family home. The design plans are attached for review and approval by the CRA Board (Attachment III). CRA P LAN/P ROJ ECT/PROGRAM: 2016 Community Redevelopment Plan - Heart of Boynton CRA BOARD OPTIONS: 1 . Approve the design plans submitted by Habitat for Humanity of South Palm Beach County (FHSPBC)for the single family home to be built at 545 NW 11 th Avenue. 2. Do not approve the the design plans submitted by Habitat for Humanity of South Palm Beach County (HFHSPBC)for the single family home to be built at 545 NW 11th Avenue. 3. Alternative direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I -4/13/21 Agenda Item and M inutes D Attachment II - Purchase and Development Agreement D Attachment III - Design Plans for 545 NW 11th Avenue ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: April 13, 2021 NEW BUSINESS AGENDAITEM: 16.C. SUBJECT: Discussion and Consideration of a Letter of Intent from Habitat for Humanity of South Palm Beach County, Inc. for the CRA Owned Property located at 545 NW 11th Avenue SUMMARY: On January 27, 2021, the CRA acquired a vacant lot located at 545 NW 11th Avenue (see Attachment 1) via the Lands Available List from Palm Beach County in the amount of $21,762.35 and paid to satisfy 15 City code violations and lot mowing liens totaling $15,232.30. The final cost for acquisition of this property was $36,994.65 along with the ongoing costs to clear the lot and remove illegal dumping. On March 29, 2021, the CRA received a Letter of Interest from Habitat for Humanity of South Palm Beach County, Inc. (HFHSPBC) for this CRA-owned property (see Attachment I I ). HFHSPBC is requesting the transfer of title and ownership of the vacant property in order to construct an new affordable single-family home consisting of three bedrooms, two bathrooms, and a one-car garage. The house will also feature tile flooring throughout, hurricane impact windows, landscaping, and stainless steel appliances. The CRA has successfully partnered with HFHSPBC in the past on the Ocean Breeze West Project, the Model Block Project, and scattered infill sites including the recently dedicated home located at 110 NW 6th Avenue. Due to the infill characteristics of this parcel, providing opportunities for affordable housing would further the goals and objectives of the CRA Plan. As per the CRA's Letter of Intent (LOI) Policy (see Attachment III), the Board have three options as summarized below: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty (30) day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting; Option 11 - The CRA Board may determine that it is in the best interest of the CRAto solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting; or, Option III - The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. FISCAL IMPACT: To be determined by the CRA Board CRA PLAN/PROJECT/PROGRAM: 2016 Community Redevelopment Plan - Heart of Boynton CRA BOARD OPTIONS: 1. Accept HFHSPBC's Letter of Intent to transfer the ownership of the CRA-owned property located at 545 NW 11th Avenue to HFHSPBC for the development of an affordable single-family home as proposed and direct staff to issue a 30-day Public Notice to dispose the property and work with legal counsel to bring back a Purchase and Development Agreement with HFHSPBC for Board consideration at the next available CRA Board meeting after the public notice period. 2. Do not accept HFHSPBC's Letter of I ntent for 545 NW 11th Avenue. 3. Alternative direction as determined by the CRA Board. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - Habitat for Humanity LOI D Attachment III -CRA Letter of Intent (LOI) Policy � Illuluu� a f �y, 9 i r ..a 0 y If d r� ���s nrtira rMOMAW"/,, ///iii////iii/////ii/i//i/ /r r/ i/ii%i i/ r LA CL � as .? r 0y LM WNEWMwom r: v v fbr � a Habitat Boynton Beach Community Redevelopment Agency March 11, 2021 Michael Simon, Executive Director 710 N. Federal Hwy, Boynton Beach, FL 33435 Dear Michael, Attached please find a map of a vacant property at 545 NW 11th Ave. (PCN 08-43-45-21-14- 000-3580), which Habitat for Humanity of South Palm Beach County respectfully requests that the City of Boynton Beach Community Redevelopment Authority transfer the title/ownership of the property to Habitat for Humanity of South Palm Beach County. Such transfer would enable us to construct a single-family home consisting of 3 Bedrooms, 2 Bathrooms, a 1 Car Garage, All Tile, Hurricane Impact Windows, Double Truss Strapping, Owen's Corning 20 Year Architectural Shingle Roof, Landscape with Sprinkler System, Stucco Siding to Resemble Hardy Board, Covered Porch lined with Columns and Railings, Whirlpool Appliances, Pastel Color Exterior. The timeline to complete each project would be within 24 months from closing. Pictures of representative homes are attached. As we are now constructing a new single-family home at 560 NW 11th Ave., we feel that with the CRA's help we can continue to enhance the Heart of Boynton Beach and Cherry Hills with our mission to upgrade the community and provide affordable and attainable housing to low-income families who need it the most. Respectfully, . 12 C �a .. Jeffrey Fengler Director of Construction I „ I Habitat For Humanity SPBC Boach CRA office: 561-819-6070 ext. 111; mobile: 561-371-2191 d'e Pictured homes are representative samples of homes that Habitat SPBC builds. Final home design will be determined based on the actual size of the property. / l / r� I r �f f, ,�� 'pll illlllllllllllllllllllllllllll1111, ' ° � , i t tJW t98w Ava teR^7 ttltle Avm PdbY 79tlh&vid r Property Detail_ s . .__ ., ...w .._. ...n...._ .., ....d,....... Location Address 545 NW 11 TH AVE Municipality BOYNTON BEACH Parcel Control 08-43-45-21 -14-000-3580 Number Subdivision CHERRY HILLS Official Records Book 32133 Page 1343 Sale Date JAN-2021 Legal Description CHERRY HILLS LTS 358 & 359 ............_,_.,........w .......... �.. .,�....��..��...m�... �mm.�� Owner Information --- Mailing address Owners BOYNTON BEACH CRA 100 E OCEAN AVE FL 4 BOYNTON BEACH FL 33435 4515 Sales I nformatiom. __.......... . ........ ., ..,_.w.... Sales Date Price OR Book/Page Sale Type Owner JAN-2021 $21 ,710 32133 / 01343 TAX DEED BOYNTON BEACH CRA Exemption Information Applicant/Owner Year Detail 2021 Property Information__.... _ .. m..m.,. .. . ..........w. .....m.... _...., ....,.,µ wn... M Number of Units 0 *Total Square Feet 0 1 Acres 0.1 169 Use Code 0000 - VACANT Zoning R2 - R2 DUPLEX, 10 DU/AC ( 08-BOYNTON BEACH ) Appraisals- _ ..w.. .._...w....M. _ ...., .. .._.. .. .m....a....,....d .mm Tax Year 2020 2019 2018 Improvement Value $0 $0 $0 Land Value $30,000 $21 ,000 $20,117 Total Market Value $30,000 $21 ,000 $20,117 All values are as of January I st each year Assessed and Taxable Values- Tax Year 2020 2019 2018 Assessed Value $ 12,862 $11 ,693 $10,630 Exemption Amount $ 12,862 $ 11 ,693 $0 Taxable Value $0 $0 $ 10,630 Taxes ------ Tax Year 2020 2019 20181 Ad Valorem $0 $0 $286 Non Ad Valorem $0 $0 $0 Total tax $0 $0 $286 Dorothy, Jacks, CFA,, AAS PALM BEACH COUNTY PROPERTY APPRAISER www.pbcgov.org/ PAPA BOYNTOI� p11ll //mow BEACH CRA Boynton Beach Community Redevelopment Agency Policy for Processing Letters of Intent to Purchase Property The Boynton Beach CRA ("CRA") will use the process outlined in this Policy for Processing Letters of Intent to Purchase Property ("Policy") to address any Letters of Intent to Purchase Property that the CRA receives that are not the result of a formal request for such letters. The Policy is designed to ensure a fair process for property disposal, furthers the goals and objectives of the 2016 Boynton Beach Community Redevelopment Plan, and acts in the best interest of the CRA. Letter of Intent Policy: When the CRA receives a Letter of Intent to purchase a property owned by the CRA, the CRA staff will add an item to the agenda of the next regularly scheduled CRA Board meeting to discuss the Letter of Intent. However, if the Letter of Intent is received by the CRA less than 5 days before the next regularly scheduled CRA Board meeting, the CRA staff will add the Letter of Intent item to the agenda of the next available regularly scheduled CRA Board meeting. The CRA staff will include the Letter of Intent and all supporting documents as backup to the Letter of Intent agenda item. At the regularly scheduled CRA Board meeting,the CRA Board may consider one of the following options upon receipt of a Letter of Intent to purchase a CRA-owned property: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty(30)day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal(s); Option II - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses,and selecting the successful proposal(s); or, Option III -The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. 00849969-1 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 more control over what is int project. They want to put TIF into the 115 N. Federal Highway project. Board Member Katz appreciated the work staff put into the report. He was skeptical when developers say they cannot build the property so they will need TIF or land. The problem is when the tax agreements generate more returns for the property owner or developer than the cost of anything the CRA asks them to do, they are getting money they claim they need to fill a gap, and they are profiting off of it. Then they sell it for $20M to $30M profit. If it was so profitable, why did they need taxpayer dollars or what dT d the CRA get. Often one cannot see anything different than what they may have built on their own, absent public funds. He thought some of the options were well thought out and the safeguards were good. If they sell for massive profits, they should pay some of it back to some degree. Chair Grant agreed. He noted the CRA gave away the I and for Family Dollar, and then sold its they did not have to pay the short-term capital gains and the price of the land was it profit. If a developer will take money out of the project, the taxpayer should not pay. Board Member Katz not the Board rakes people over the coals to get out of repaying $40K for affordable housing, but not from big developments. He thought funds that come back tot CRA should be earmarked for a specific use and the CRA recycle the funds. G. Discussion and Consideration of Terms for an RFP/RFQ for the CRA Project Located at 115 N. Federal Highway This it was heard earlier int meeting. 16. New Business A. Discussion and Consideration of a Purchase and Development Agreement for the Property Located at 508 E. Boynton Beach Boulevard This item was heard earlier int meeting. B. Discussion and Consideration of a Purchase and Sale Agreement with Lann Land Investments, LLC for Two Vacant Lots at NE 10th Avenue Motion is Chair Penserga moved to approve. Board Member Hay seconded the motion. The motion passed unanimously. C. Discussion and Consideration of a Letter of Intent from Habitat for Humanity of out Palm Beach County, Inc. fort CRA Owned Property located at 545 NW 11 th Avenue 22 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida April 13, 2021 The CRA just acquired the property and the Board received a LOI for construction of affordable housing. Motion Vice Chair Penserga moved to accept the Letter of Intent and move forward with a Notice to Intent to Dispose. Board Member Hay seconded the motion. The motion passed unanimously. D. Discussion and Consideration of a Tax Deed Sale for the Property Located at 221 E. MLK Jr. Boulevard Mr. Simon presented the item and announced the property is valued at $103K. He suggested not paying more than $125K. The City is a lien holder and there are maintenance liens of$41K and an outstanding water bill of $4,700. Theresa Utterback, Development Service Specialist, noted there is a larger ongoing lien accruing of $344,034.12 that is eligible for a lien reduction. The other liens are not. Chair Grant suggested matching it for $175K. Mr. Simon explained it was ok to pay $175K for one lot, but noted they just paid $175K for three lots. Chair Grant did not think they would pay the $175K for the lot. Board Member Hay thought it was overpriced. Chair Grant noted Wells Landing is building something and the property will be worth more money. If someone purchases it now, they may try to sell it to the CRA later for more money. Board Member Hay liked the idea of acquiring land to expand the property and wanted the property east of the Family Dollar. He understood sometimes they may need to pay more than they feel comfortable with, but he did not want to lose it at the same time. Motion Chair Grant suggested a maximum price of$150K. Vice Chair Penserga seconded the motion. The motion passed unanimously. 17. Future Agenda Items A. CRA District Lighting Improvement Projects B. Revisions to the Interlocal Agreement for the Sara Sims Park Amphitheater Plans 18. Adjournment There being no further business to discuss, Chair Grant adjourned the meeting at 10:13 p.m. t'pa,, Catherine Cherry Minutes Specialist 23 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 HABITAT FOR HUMANITY OF SOUTH PALM BEACH COUNTY, INC.,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 effected in order to reduce slum and blight and to enable the construction of a single family home that would be made available to low income families (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. DEPOSIT. A Deposit in the amount of Two Thousand Five Hundred AND 00/100 DOLLARS($2,500.00)shall be deposited with Lewis, Longman &Walker, P.A. (hereinafter "Escrow Agent") within five (5) business days following execution hereof by the Parties. The 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. The Deposit shall be held by Escrow Agent and released to PURCHASER upon PURCHASER's obtaining of a temporary or permanent Certificate of Occupancy (as required by Section 18d below). 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. S. CLOSING DATE. The purchase and sale transaction contemplated herein shall close no sooner than the issuance of a construction permit as referenced in Paragraph 18 of this agreement. 6. TITLE TO BE CONVEYED. At Closing,SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment(hereinafter defined), PURCHASER's Initials otsos7ay.z SELLER's Initials. ` PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 14 valid,good,marketable and insurable title in fee simple to the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively,the "Permitted Exceptions"): (a)general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey(defined in Section 7.3),to which PURCHASER fails to object, or which PURCHASER agrees to accept. 7. INVESTIGATION OF THE PROPERTY. Within thirty (30) days of 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 condition existing 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. 7.1 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. 7.2 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 PURCHASER's Initials: 0150549-2 SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 14 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. 7.3 Survev 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 7.2 concerning title objections. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively,the "Conditions to Closing")are either fulfilled or waived by PURCHASER in writing: 8.1 Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. PURCHASER's Initials 01505749-2 �� SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 14 8.2 Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever involving the Property or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 8.3 Compliance with Laws and Re ulations. The Property shall be in compliance with all applicable federal,state and local laws,ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.4 )roval. The SELLER will cooperate with the PURCHASER with regard to signing and processing any applications and forms required by the City or other authorities having jurisdiction over the PROPERTY to obtain building permit approval and such other design and construction documents as may be reasonably required by PURCHASER to permit the Project to be constructed and operated. The PURCHASER will be responsible for all costs associated with the formulation of the Project's design and construction documents as well any and all applicable permit fees associated with the Project. 9. 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: 9.1 Deed and Authorizin 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. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law,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. 9.3 Closin _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. 17 PURCHASER's Initials: 01505749-2 SELLER's Initials:- -64-- PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 14 9.4 Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5 Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS CLOSING COSTS AND CLOSING PROCEDURES. 10.1 Prorations. 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. 10.2 Closin 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. 10.3 Closin 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. 10.4 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. 11. 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: 11.1 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 PURCHASER's Initials: Mw 0]505749-2 SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 14 binding on SELLER in accordance with its terms.The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.2 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). 11.3 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. 11.4 Parties in Possession. There are no parties other than SELLER in possession or with a right to possession of any portion of the Property. 11.5Acts Affecting Pr- po erty. 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. 12. DEFAULT. 12.1 PURCHASER'S Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, 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. 12.2 SELLER'S Default. In the event that SELLER fails to fully and timely to perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option (i) 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. 15.3 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) PURCHASER's Initials: 01505749-2 SELLER's Initials: �' PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 14 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. 15.4 Survival. The provisions of this Section 15 shall survive the termination of this Agreement. 16. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue,4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge, Esquire Lewis, Longman &Walker, P.A. 360 Rosemary Avenue,Suite 1100 West Palm Beach, FL 33401 If to Purchaser: Jeffrey Fengler, Director of Construction Habitat for Humanity of South Palm Beach County, Inc. 181 S.E. 5th Avenue Delray Beach, FL 33483 With a copy to: 13. 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 PURCHASER's Initials: ' 01505749.2 SELLER's Initials: -� PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 14 to the written approval of SELLER, which shall not be unreasonably withheld. 14. 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. 15. 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. 16. 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. 17. DEVELOPMENT AND SALE OF THE PROPERTY. SELLER and PURCHASER acknowledge that the Property is being sold to PURCHASER for the sole purpose of developing a single family home that would be made available to low income families . 17.1 SELLER DESIGN APPROVAL. The PURCHASER agrees that the SELLER shall have the right to reasonably approve the design of the Project. PURCHASER shall submit plans PURCHASER's Initials: 01505749-2 SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 14 to the SELLER for review prior to submission to the City for approval. SELLER shall provide comments or approval of the design to PURCHASER at its next regularly scheduled Board meeting after PURCHASER submits plans for approval. 18. DEVELOPMENT TIMELINE. The following events must be documented in writing and provided to the SELLER upon completion of each action (collectively the "Project Elements"). a) Submission of application to the City for site plan approval within rN Q (_) days following receipt of a } b) Achievement of site plan approval from the City by C) Submission of construction documents to the City for a building permit by .20 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. d) Temporary or permanent certificate of occupancy to be provided within 1 ( y 49) months followingbuilding g permit issuance. 18.1 Default with Re and to Proiect 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 and which approval shall not be reasonably withheld,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 12, above. The parties understand and agree that in such instance SELLER shall be entitled to the Deposit in full and final satisfaction of PURCHASER's obligations hereunder. SELLER agrees to work reasonably with PURCHASER in working within the timeframes set forth above, but PURCHASER and SELLER agree that time is of the essence. 19. MISCELLANEOUS. 19.1 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 PURCHASER's Initials: 01505749-2 SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 14 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. 19.2 Comutation 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. 19.3 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. 19.4 Construction of A reement, The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto,the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 19.5 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. 19.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. PURCHASER's Initials: 01505749-2 SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 14 19.7 Waiver of Ju 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. 19.8 Attorne s Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party. 19.9 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. 19.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 19.11 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. 19.12 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. 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: 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 PURCHASER's Initials: SELLER's Initials: 01505749-2 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 14 confidential and exempt. All records stored electronically must be provided to the SELLER in a format that is compatible with the information technology systems of the SELLER. SELLER shall, upon request, provide guidance to PURCHASER as to the public records keeping and reporting duties that are imposed upon PURCHASER as provided above and shall take all steps reasonably required to assist* PURCHASER in not violating them. The failure of PURCHASER to comply with the provisions set forth in this Agreement shall constitute a Default and Breach of this Agreement. If PURCHASER fails to cure the default within seven (7) days' notice from the SELLER the SELLER may terminate the Agreement. SIGNATURES APPEAR ON FOLLOWING PAGES PURCHASER's Initials• SELLER's Initials• 01505749.2 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 14 EXHIBIT "A" LEGAL DESCRIPTION Lots 358 and 359, Cherry Hills, according to the map or plat thereof as recorded in Plat Book 4, Page 58, Public Records of Palm Beach County, Florida PURCHASER's Initials: "° = 01505749.2 SELLER's Initials: PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 14 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: HABITAT FOR HUMANITY OF SOUTH BOYNTON BEACH COMMUNITY PALM BEACH CONJTY, 1;C. REDEYE pm (* „ 0' a o, �� Printed Name:• Printed Name:Steven B. 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MT LU 01 6 > IFT], LU F- 1EE1 LU 1EE1 Lu ILL] LLL LLI LLL A LLI LU W LU fill el F- LU S-3 ---------------- ------ f z 13 'R mu on �1 wi LU a F- �mm-—--—--—--—--—--—--—--—--—--— i 4 .i a C--i lilt I 98 f '3iy � �7�,.g-��''g e� OaQOil ; gg 3 �& "�z� m Ulm 4.3�1 a Q$i 0 1 a� x� ¢� 3 1 i s Y� w x ,�0 „ � � lsa.�:§€';� �°� ��s�rv�.� z 3° � r�S HIM I[�¢5¢g�R� ily - �� g ] gg ---------------------------------- -- ----------- 4---------------- —� s----- --- --� a I A• � , I I I I I I I I � I e i i� LI i -- 00 Q r — — ---------------------------------- LV--- — w w ur � i i w Jia �9 0 0 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.D. SUBJECT: Approval of the Quit Claim Deed from the CRA to the City for the CRA Owned Parcels located at the NE corner of NE 3rd Street and NE 9th Avenue SUMMARY: On August 10, 2021, the CRA Board approved the City of Boynton Beach letter, dated July 13, 2021, 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 (Attachment II). The CRA Board was in support of the property transfer to the City for the potential relocation of 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. Attached for the CRA Board's approval and execution is a Quit Claim Deed (Attachment III) as prepared by the City Attorney. FISCAL IMPACT: To be determined. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approve the Quit Claim Deed to transfer of ownership of the CRA owned parcels identified as PCN #08434521180001540 and PCN #08434521180001510 for the purchase and sale amount of $10 and authorize the Chair to execute subject to review by CRA legal counsel. 2. Do not approve or execute the Quit Claim Deed 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 Attachment I -July 13, 2021 Land Transfer Request Letter from the City of ° Boynton Beach D Attachment II -Aerial Map of Properties D Attachment III -Quit Claim Deed The Clity of Boynton Beach OFFICE OFTIM CrTYMANAGER .100 East Cern Avenue I Yg w BoyntonBeach, Noid ac , -oidda 33435 (P): 561-7 4e-601.0 a ( )� 561-742-601.1. www.1boynton-bead-wrg 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 Yd 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 Lae 'ere, City Manager Jim Ch of, City Attorney Thuy Shutt, CRA Assistant Director SACity Mgr\Correspondanee\202I Letters\BBCRA_NE 3rd Street Property_071321.doc America's / � i i l; �u f I �/ I �f ,,,, r,/ 1 it { 1 ' i/ �, � � � "� � v � � / o ��,��, i r;�� o � � r � �, t � CJ r� � � ie ', f � /I J J ����r t � � By ��i��( � � J � 1� � � � �/% � �' f� � .� G���� � � ' r, ° (ilii/�i � 1 ,,,�� �r � � / r ret r/ a ���,�- /�%i//�%i//�/���/�' ���/ +fes �/ � / ��� ��� / f 1 � 9 I r f 1 U i Z I 1 0 t /' w r Iaar �l �' �; I t >J���' � �>>j�i/�'ar,��,/�// �� � � r� err ' � r'�/%��/� ,� �` iii%' 'or 'i%, �/��/�i This Instrument Prepared by and Return to: Sean M. Swartz,Esquire GOREN,CHEROF,DOODY&EZROL,P.A. 3099 E.Commercial Blvd.,Suite 200 Fort Lauderdale,Florida 33308 PCN No.:08-43-45-21-18-000-1510 08-43-45-21-18-000-1540 QUIT CLAIM DEED THIS QUIT CLAIM DEED is made this day of 2021, by and between the Boynton Beach Community Redevelopment Agency, a Florida public agency created pursuant to Chapter 163, F.S., hereinafter the "Grantor," and the City of Boynton Beach, a Florida municipal corporation,whose post office address is 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter the"Grantee." WITNESSETH: That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) in hand paid by Grantee, receipt whereof is hereby acknowledged, does hereby remise, release and quit- claim unto said Grantee forever all the right, title, interest, claim and demand which Grantor has in and to the following described real property situate, lying and being in Palm Beach County, Florida,to wit: Parcel l: LOT 151, ARDEN PARK ADDITION TO BOYNTON, FLORIDA, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 2, PAGE 96, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. LESS AND EXCEPT THAT PORTION OF LOT 151 DEDICATED IN OFFICIAL RECORD BOOK 32295 AT PAGE 1417 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA DESCRIBED BELOW: BEGIN AT THE SOUTHEAST CORNER OF LOT 151 OF THE SAID PLAT OF ARDEN PARK ADDITION TO BOYNTON FLA, THENCE RUN S89054'02-W ALONG THE NORTH RIGHT OF WAY LINE OF SPRUCE STREET, BEING A 40 FOOT WIDE RIGHT OF WAY PER SAID PLAT (ALSO KNOWN AS NORTHEAST 9TH AVENUE), SAID LINE BEING THE BASIS OF BEARINGS, FOR A DISTANCE OF 142.15 FEET TO A POINT ON THE CENTERLINE OF THAT 10.20 FOOT WIDE ALLEY ABANDONED AS PER OFFICIAL RECORDS BOOK 30227, PAGE 0308; 100465548.1306-90018211 THENCE RUN N07053'34"E ALONG THE CENTERLINE OF SAID ALLEY FOR A DISTANCE OF 10.10 FEET TO A POINT; THENCE RUN N89054'02"E, ALONG A LINE 10 FEET NORTH OF AND PARALLEL TO THE NORTH RIGHT OF WAY LINE OF SPRUCE STREET, BEING A 40 FOOT WIDE RIGHT OF WAY PER SAID PLAT (ALSO KNOWN AS NORTHEAST 9TH AVENUE), FOR A DISTANCE OF 142.15 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF RAILROAD AVENUE, BEING A 40 FOOT RIGHT OF WAY PER SAID PLAT; THENCE RUN S07053'34"W ALONG SAID WEST RIGHT OF WAY LINE OF RAILROAD AVENUE FOR A DISTANCE OF 10.10 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING AND BEING IN PALM BEACH COUNTY, FLORIDA,AND CONTAINING 0.033 ACRES, MORE OR LESS. Folio No.: 08-43-45-21-18-000-1510 Parcel 2: LOTS 154, 155, AND 156, ARDEN PARK ADDITION TO BOYNTON, FLA, ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 2, PAGE 96, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. LESS AND EXCEPT THAT PORTION OF LOT 156 DEDICATED IN OFFICIAL RECORD BOOK 32295 AT PAGE 1417 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA DESCRIBED BELOW: BEGIN AT THE SOUTHWEST CORNER OF LOT 156 OF THE SAID PLAT OF ARDEN PARK ADDITION TO BOYNTON FLA, THENCE RUN N00036'53"E, ALONG THE WEST LINE OF THAT PORTION OF AUSTRALIAN BOULEVARD RIGHT OF WAY ABANDONED AS PER OFFICIAL RECORDS BOOK 30698, PAGE 0774, FOR A DISTANCE OF 10.00 FEET TO A POINT; THENCE RUN N89054'02"E, ALONG A LINE 10 FEET NORTH OF AND PARALLEL TO THE NORTH RIGHT OF WAY LINE OF SPRUCE STREET, BEING A 40 FOOT WIDE RIGHT OF WAY PER SAID PLAT (ALSO KNOWN AS NORTHEAST 9TH AVENUE), FOR A DISTANCE OF 156.43 FEET TO A POINT ON THE CENTERLINE OF THAT 10.20 FOOT WIDE ALLEY ABANDONED AS PER OFFICIAL RECORDS BOOK 30227, PAGE 0308; THENCE RUN S07053'34"W ALONG THE CENTERLINE OF SAID ALLEY, FOR A DISTANCE OF 10.10 FEET TO A POINT ON THE NORTH RIGHT OF WAY LINE OF SPRUCE STREET,BEING A 40 FOOT WIDE RIGHT OF WAY PER SAID PLAT 100465548.1 306-90018211 2 (ALSO KNOWN AS NORTHEAST 9TH AVENUE); THENCE RUN S89054'02"W ALONG SAID NORTH RIGHT OF WAY LINE {SAID LINE BEING THE BASIS OF BEARINGS} FOR A DISTANCE OF 155.15 FEET TO THE POINT OF BEGINNING. Folio No.: 08-43-45-21-18-000-1540 ADDING THOSE PORTIONS OF THE VACATED STREET AND ALLEYWAY ACQUIRED BY LOTS 151, 154, 155, AND 156, AND AS DESCRIBED BELOW: A PORTION OF AUSTRALIAN BOULEVARD RIGHT OF WAY (ALSO KNOWN AS NORTHEAST 3RD STREET), OF THE PLAT OF ARDEN PARK ADDITION TO BOYNTON FLA, AS RECORDED IN PLAT BOOK 02, PAGE 96, OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, PURSUANT TO THE VACATION OF THE RIGHT OF WAY IN ORDINANCE NO. 19-029 OF THE CITY OF BOYNTON BEACH, FLORIDA, MORE PARTICULARLY DESCRIBED AS: BEGIN AT THE SOUTHWEST CORNER OF LOT 156 OF THE SAID PLAT OF ARDEN PARK ADDITION TO BOYNTON FLA, THENCE RUN N00036'53"E A DISTANCE OF 147.57 FEET, TO THE SOUTHWEST CORNER OF LOT 4 OF THE PLAT OF ROBERT WELLS' SUBDIVISION, AS RECORDED IN PLAT BOOK 11, PAGE 66;THENCE RUN ALONG THE SOUTH LINE OF SAID LOT 4 S90000'00"E FOR A DISTANCE OF 18.87 FEET TO A POINT AT THE INTERSECTION OF THE SAID SOUTH LINE OF LOT 4 AND THE EAST RIGHT OF WAY LINE OF AUSTRALIAN BOULEVARD (ALSO KNOWN AS NORTHEAST 3RD STREET); THENCE RUN ALONG THE SAID EASTERLY RIGHT OF WAY LINE OF AUSTRALIAN BOULEVARD S07053'54"W A DISTANCE OF 148.98 FEET TO THE POINT OF BEGINNING; SAID LANDS LYING AND BEING IN PALM BEACH COUNTY, FLORIDA,AND CONTAINING 0.032 ACRES, MORE OR LESS AND THOSE PORTIONS ACQUIRED BY LOTS 151, 154, 155, AND 156 PURSUANT TO THE VACATION OF THE ALLEYWAY IN ORDINANCE NO. 18-027 OF THE CITY OF BOYNTON BEACH, FLORIDA,ALL LYING IN ARDEN PARK ADDITION TO BOYNTON, FLORIDA ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 2, PAGE 96, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA. 100465548.1 306-90018211 3 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 for the use, benefit and profit of the said Grantee forever. IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hands and seal the day and year first above written. Signed, sealed and delivered in our presence: Boynton Beach Community Redevelopment Agency Steven B. Grant, Chair (Print or Type Name) (Print or Type Name) STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this day of 2021 by Steven B. Grant, as Chair of the Boynton Beach Community Redevelopment Agency, on behalf of the Agency, who is personally known to me or has produced a Florida driver's license as identification. NOTARY PUBLIC 100465548.1 306-90018211 4 ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.E. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000 to Soleil Academy 2, LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 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 Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 (see Attachments I - II). Soleil Early Learning Academy is an early learning daycare that provides children with a place where they can learn and grow through a variety of physical, social, emotional and intellectual activities. What started as a home daycare in 2015, quickly grew into the first daycare facility located at 201 SW 23rd Avenue, Boynton Beach, FL. Due to their success and high demand for quality childcare, Soleil Early Learning Academy is expanding to their second location close to downtown Boynton Beach. As a daycare and pre-school, Soleil Early Learning Academy plans to have approximately eight full-time preschool teachers. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $13,000 per month (see Attachment 111). Soleil Early Learning Academy 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, Soleil Early Learning Academy would be reimbursed in the amount of $1,250/month for a period of 12 months or a total grant amount of $15,000 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $15,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $15,000 to Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Application D Attachment II - Location Map D Attachment III - Lease BOYINTON N C R A p �,�µ„„�U'���' 5�,,,UN,111 l� UfwW,ll nY uv /"pYn li� I IVIUIOwr�"� „��1 ��A/�EN°,✓f^ 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. Initial 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. —A7� 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 cr i st reflect an acceptable leve of financial stability, as determined in the sole discretion of the BBCRA Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. • Applicant must have an executed multi-year lease with at least two years remaining on the lease. • Proposed leases must be executed within 30 days of BBCRA Board approval or the grant award is terminated. • The Commercial Rent Reimbursement Grant Program may only be used one time by any one specific business entity or business owner. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. Initial��� Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boynton beach cra.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). InitialA7� Page 4 of 15 Rent Reimbursement 100 East Ocean Avenue,0 Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Tier One Businesses must be one of the following types of businesses: • Restaurant • Bakery • Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half (50%) of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four monthly payments. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home D6cor/Design — home • Clothing Boutique — clothing, furnishings, art galleries, kitchen shoes & accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than 2 • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Centers • Insurance Offices • Specialty Businesses— stationary, • Florists (no more than 2 approvals gifts, sporting goods per fiscal year) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on the lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; Initialo—IR, Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435–Phone: (561)600-9090 www.boynton beach cra.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' A_�_ 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. 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: )B,°ynton Beach CRA. Vesume for each principal/owner of the business. opy of the corporate documents for the applying business entity. 4. Copy of City and County Business Licenses (Business TaxReceipt).—C"(A,(�\^k 5. Copy of executed multi-year commercial lease agreement. 6. Two years of corporate tax returns (for existing businesses only). U )�- to , 7. To years of personal tax returns for the principal/owners of a new business. 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 reg uired application, documentation must be submitted no later than noon two weeks prior to the second Tuesda of the month. BBCRA staff will review the application to Initials_ �_ Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boVntonbeachcra.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 resentation must be submitted no later than noon two weeks prior to the second Tuesda 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 (�A� 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 avolicant does not submit its monthiv reimbursement request within 30 days following the end of the next month in which applicant is re uestin. reimbursement a licant forfeits that month's reimbursement. Discontinuation of Payment The receipt of past payments does not guarantee future payments. The BBCRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion. SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the property. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party. The BBCRA is not required to verify that entities that have contracted with the applicant or applicant's landlord have been paid in full, or that such entities have paid any subcontractors in full. Applicant's submittal of verification that monthly rental payments have been cleared by the bank warranty is sufficient assurance for the BBCRA to award grant funding. Initials,,,—, Page 9 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com BOYNP( 1"N, tir Z`",`6010%B EXt Fi COMUN4,01"TY AGENCY' APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Soleil Academy 2 LLC Current Business Address: 202 W. Boynton Beach Blvd, Boynton Beach, FL 33435 Fed ID#: 86-2343119 Business Phone Number:561-734-1880 Fax: Website: www.soleilearlylearningacademy.com Existing Business: Yes No — Number of years in existence: Time at Current Location: New Business to Boynton Beach: Yes Yes No Do you have an executed lease agreement: Yes Yes No If so, monthly base rent: i �,m New Business Address: 202 W. Boynton Beach Blvd, Boynton Beach, FL 33435 Square footage of current location: Square footage of new location: 5,032 Type Childcare center T e of Business Ch� Number of Employees: 16 Hours of Operation: Monday-Friday, 8am-6pm Page 10 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435–Phone: (561) 600-9090 www.boyntonbeachcra.com APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: Cristine Thibodeau 07-25-1985 Email: soleilacadem1 @gmail com Date of Birth: ................ __— w._........._ ..— Residential Address: 532 SE 27th Wa Unit A33, Bo nton Beach FL 33435 .-.-..._ ....... ....._._.._____..--.._._.._... Cell Phone Number: 561-929-8149 2. Principal/Owner Name: Amaury Rivera Date of Birth: 09/02/1979 Email: soleilacademy2@gmail.com Residential Address: 532 SE 27th Way, Unit A33, Boynton Beach, FL 33435 _�._ .... ..._._.... — Cell Phone Number: 954-292-1378 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 it of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com y IiFl�lt��B(-)y1`,4 TC)�Ilq ��� 1i��ua� B�p� c avvy,y,w',4ny OPM E"N'T AGI INI,CY APPLICANT INFORMATION Are you applying for grant assistant under any other program offered by the BBCRA? Yes X NoIf yes, what additional programs are you applying for: Properly Improvement grant Are you receiving grant assistance under any other governmental agencies: Yes No x If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: Soleil Early Learning Academy LLC Landlord's Mailing Address: 201 SW 23rd Ave, Bo nton Beach, FL 33435 Landlord's Phone Number: 561-536-6736 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. 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,41 Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com B0Y'1'4T01q"` r BEACI I C R �d�rmirrifa�ll� r 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. 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. 1 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,4th Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYIN VUN m mw /l yl/r 0 ��,,1i/� Dari CiFr!//✓ ro �uti rr/, APPLICANT INFORMATION APPLICANT SIGNATURE-S: , � ... t ��e .w " � to , Princi pr' Ir Printed Nc, ue Title 2. ...... mm - -727 -2- 1 Principal/Owner's Ignature Date ('tour. �JLCC- C�vu ne 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 OFtJ I _. ._...... COUNTY OF BEFORE M, an offi er duly gut orled by law to administer oaths and take acknowledgements, personally appeared, �i� .. �:.M � `' 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 e and Co my aforesaid Eon this THE RE,C�O NG, have sdeamy hapd-ani �Icla sealin the tat 20� NOPUBLIC t , SERGELINE VICTOR JEAN BAPTISTE COmmISSIOn Expires: �` �•= Notary Public-State of Florida y p Commission=GG 191979 My Comm.Expires Mar 4,2022 Rent Reimbursement 100 East Ocean Avenue,4"'Floor, Boynton Beach,FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra.com B(:)yiS4"r01 0, 4 LANLORD INFORMATION LANDLORD SIGNATUR� '' 7 1. J(s' Land n t r Lfe - . . Printed'" ame " Title 2 _ `7- 2.7-Z _. � Landlord's Signature Date W Printed Name Title Notary as to Principal/Owner's Signatures -Multiple notary pages may be used if signing individually f STATE OF COUNTY OF w.. personally appeared °er duly uthorized y administer oaths and take acknowledgements, BEFORE ME, an offic y b aw to p y pp �,.�( � � , who is/are personally known to me or produced__,. 1 �_, t `��' 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 FOREGpING, I have set my hand and official seal in the State and County aforesaid on this � J'Vl day of l� 120 SERGELINEVICroRJEAN BAPTISTE i ! TARY PUBLIC Notary Public-State of Florida Commission=GG 191979 My Commission Expires: My Comm.Expires Mar 4,2022 Page 15 of 15 Rent Reimbursement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone:(561) 600-9090 www.boyntonbeachcra.com 8/17/2021 PAPA Maps D HYJACKS (A-A ..... .w. CFA,AAS Palm ' a Property Appraiser "'(e V€:(J((,"County IF ha� )Iau V("(hj( Search by Owner,Address or Parcel AAFgi 00 z View PropertyRecord Owners CMG FAMILY ENTERPRISES INC riirvriooiriiiiriiiirooiriiiiriioirioirioiiriiiirioirii/ h Property Detail 202 W BOYNTON BEACH I oc',H on BLVD Municipahiy BOYNTON BEACH Parced '4o 08434528100030090 BOYNTON HGTS ADD REV PL Abdivision IN &ook 21198 Page 779 Sale Dam, DEC-2006 LIGHTHOUSE ACAD& CHILD DEV CTR C/O 202 19 WBOYNTON BEACH BLVD Address BOYNTON BEACH FL 33435 4023 I Jse I}ripe 7200-PRV SCHL/COLL I oial 5032 Sqilwre I ret Sales Information Sales Date Price DEC-2006 10 DEC-2006 10 JAN-2001 225000 APR-1999 170000 �APR-1 993 100 Appraisals J . Tax Year 2020 nnjproverrieril $643,502 I wrid $433,952 I oi'l IVfwrkeI $1,077,454 All values are as of January 1st each year Assessed/Taxable values Tax Year 2020 Assessed V,uIiue $1,077,454 1 $0 lwAfle Vble $1,077,454 Taxes Tax Year 2020 Ad VIorern $23,055 `,Ion Ad VIorern $2,315 I oi'�l iw� $25,370 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528100030090 LEASE AGREEMENT THIS LEASE AGREEMENT is made this 1st day of September , 2021 by and between Soleil Early Learning Academy, LLC ("Lessor") and Soleil Academy 2, LLC ("Lessee"). WHEREAS, Lessor is the owner in fee simply of the real property situated at address, 202 West Boynton Beach Boulevard, Boynton Beach, FL 33435 (the "Premises") with all rights of ownership, possession and lawful use thereto; WHEREAS, Lessee is a private educational company; WHEREAS, Lessee seeks to lease the Premises for purposes of opening and operating a school for children ageso-8 gears olct WHEREAS, Lessor seeks to lease the Premises to Tenant on the conditions and terms set forth herein; NOW, THEREFORE, in consideration of the mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree, as follows: 1. Legal Description. In consideration of the rent hereinafter reserved and of the covenants hereinafter contained, Lessor does hereby lease to Lessee, and Lessee does hereby lease from Lessor the real property, including the buildings and structures and improvements erected and to be erected on it, located in the City of [name of city], County of[name of county], State of[name of state], and more particularly described as follows, namely: [description]. 2. Term. The term of this Lease shall commence on September 1st, 2021 and Lessee shall hold the Premises from September 1 st, 2021 through September 1 st, 2023, provided that either of parties to this lease gives to the other, three months before the latter date, notice in writing of [his/her] intention to terminate this lease on that date. Otherwise, this lease will continue in force for another term of one year, and in the same manner from year to year, including all terms and conditions in this lease, until one of parties terminates this lease by notice in writing in some ensuing year in the manner described above which notice terminates this lease at the end of year for which premises are then held. 3. Rent. Lessee hereby covenants and agrees to pay Lessor as rent for the Premises (all of which is collectively referred to as "Rent") all of the following: a. Annual Basic Rent. An annual basic rent (the "Basic Rent") in the sum of $13000.00 , payable in Monthly equal [frequency of installments] in advance of the first day of each month during each calendar year, or portion thereof (with appropriate adjustment for any calendar year which does not fall totally within the Term), during the Term; provided, however, that the installment of Basic Rent payable for the first full calendar month of the Term (and if the Term commences on a day other than the first day of the calendar month, that portion of Basic Rent which is payable for such month) shall be due and payable on the execution of this Lease. b. Payment Method. Basic Rent and all Additional Rent as provided for under this Lease shall be paid promptly when due, in cash or by check, in lawful money of the United States of America, without notice or demand and without deduction, diminution, abatement, counterclaim or set-off of any amount or for any reason whatsoever payable to Lessor, and delivered to Lessor at its offices or to such other person and place as may be designated by notice in writing from Lessor to Lessee from time to time. If Lessee shall present to Lessor more that twice during the Term checks or drafts not honored by the institution upon which they are issued, then Lessor may require that future payments of Rent and other sums thereafter payable be made by certified or cashier's check. c. Use Provision. Lessee covenants to use the Premises only for a school and for no other purpose, subject to and in accordance with all applicable zoning and other governmental regulations. Lessee, at its own expense, shall comply with and promptly carry out all orders, requirements or conditions imposed by the ordinances, laws and regulations of all of the governmental authorities having jurisdiction over the Premises, which are occasioned by or required in the conduct of Lessee's business within the Premises and to obtain all licenses, permits and the like required to permit Lessee to occupy the Premises. d. "As Is" Acceptance of Property. Lessee accepts the Premises and the rest of the Project from Lessor in "as is" condition, except to the extent specifically provided elsewhere in this Lease. e. Restrictions on Unlawful Activity. Lessee shall not permit the Premises, or any part thereof, to be used for any disorderly, unlawful or hazardous purpose, nor as a source of annoyance or embarrassment to Lessor or other tenants, nor for any purpose other than herein before specified, nor for the manufacture of any commodity therein, without the prior written consent of Lessor. 4, Compliance With Environmental Laws. a. Environmental Protection Laws. For purposes of this Lease, the term "hazardous material" means any explosives, radioactive material, hazardous wastes, or hazardous substances, including without limitation substances defined as "hazardous substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; Hazardous Materials Transportation Act of 1975, as amended; the Resource Conservation and Recovery Act of 1976, as amended; or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree, relating to, or imposing liability or standards of conduct concerning hazardous materials, waste, or substances now or at any time hereinafter in effect (collectively, "Hazardous Materials Laws"). 2 b. Hazardous Substance Licenses. Lessee will not cause or permit the storage, use, generation, or disposition of any hazardous materials in, on, or about the Premises or the project, by Lessee, its agents, employees, or contractors. Lessee will not permit the Premises to be used or operated in any manner that may cause the Premises or the project to be contaminated by any hazardous materials in violation of any Hazardous Materials Laws. Lessee will immediately advise the Lessor in writing of (1) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed, or threatened pursuant to any Hazardous Materials Laws relating to any hazardous materials affecting the premises; and (2) all claims made or threatened by any third party against Lessee, Lessor, or the Premises relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from any hazardous materials on or about the Premises. Without Lessor's prior written consent, Lessee will not take any remedial action or enter into any agreements or settlements in response to the presence of any hazardous materials in, on or about the Premises. 5. Indemnification of Lessor. Lessee will be solely responsible for and will defend, indemnify and hold Lessor, its agents, and employees harmless from and against all claims, costs, and liabilities, including attorneys' fees and costs, arising out of or in connection with Lessee's breach of its obligations on this Article 8. Lessee will be solely responsible for and will defend, indemnify, and hold Lessor, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorneys' fees and costs, arising out of or in connection with the removal, cleanup, and restoration work and materials necessary to return the Premises and any other property or whatever nature located on the project to their condition existing prior to the appearance of Lessee's hazardous materials on the premises. Lessee's obligations under this Article 8 will survive the expiration or termination of this Lease. 6. Compliance With Americans With Disabilities Act. a. ADA Compliance. The Premises and their use authorized under this Lease comply fully with (and no notices of violation have been received in connection with) environmental, air quality, zoning, flood plain, planning, subdivision, building, health, labor, discrimination, fire, traffic, safety, wetlands and other governmental or regulatory rules, regulations, laws, ordinances, statutes, codes and requirements applicable to the building or facility (the "Property") in which the Premises are located (collectively, the "Building Laws"), including, without limitation, the Americans With Disabilities Act of 1990, as amended. Lessor has received such final certificates as may be required or customary evidencing compliance with all building codes and permits, and approval of full occupancy of the Premises and of all installations therein. Lessor shall cause the Premises and all common areas to be continuously in compliance with all Building Laws (as the same may be amended from time to time). 7. Repairs And Maintenance. 3 a. Lessor's Obligations. Subject to the provisions hereinafter contained with regard to damage by fire or other casualty and Paragraph 8.2, Lessor agrees to maintain the Premises in good order and repair during the Term unless damage thereto shall have been caused by the act or neglect of Lessee, its agents, employees, contractors or invitees, in which case the same shall be required by and at the expense of Lessee. If Lessee fails to make such repairs promptly, Lessor, at its option, may make such repairs and Lessee shall pay Lessor on demand Lessor's actual costs in making such repairs to cover Lessor's overhead. Lessor shall not be liable to Lessee for any damage or inconvenience and Lessee shall not be entitled to any abatement or reduction of Rent by reason of any repairs, alterations or additions made by Lessor under this Lease. b. Lessee's Obligations. Lessee shall maintain the non-structural portions of the interior of the Premises in good repair and condition, damages by causes reasonably beyond Lessee's control and ordinary wear and tear excepted. Lessee shall pay all utility, water and telephone costs incurred in operating the Premises. c. Lessor's Right To Repair. Lessor reserves the right to erect, use, connect to, maintain and repair pipes, ducts, conduits, cable, plumbing, vents and wires in, to and through the Premises as and to the extent that Lessor deems necessary or appropriate for the proper operation and maintenance of the Project (including the servicing of other tenants in the Project) and the right at all times to transmit water, heat, air-conditioning and electric current through such pipes, ducts, conduits, cables, plumbing, vents and wires. 8. Limitations on Lessee's Ability To Alter Property. Lessee may at its own expense during the term of this lease construct on the leased premises any buildings or improvements and make any alterations, additions and changes as it finds necessary or convenient for its purposes, the work to be done in a first-class manner and in compliance with all applicable laws and governmental regulations. 9. Compliance With Rules And Regulations. Lessee shall faithfully observe and strictly comply with the rules and regulations and such other and further reasonable rules and regulations as the lessor or the agents of Lessor may from time to time promulgate. Notice of any additional rules or regulations shall be given in such manner as the lessor may elect. 10. Hold Harmless And Indemnification. a. Hold Harmless. Lessor shall not be liable for any damage to, or loss of, property in the Premises belonging to Lessee, its employees, agents, visitors, licensees or other persons in or about the Premises, or for damage or loss suffered by the business of Lessee, from any cause whatsoever, including, without limiting the generality thereof, such damage or loss resulting from fire, steam, smoke, electricity, gas, water, rain, ice or snow, which may leak or flow from or into any part of the Premises, or from breakage, leakage, obstruction or other defects of the pipes, wires, 4 appliances plumbing, air-conditioning or lighting fixtures of the same, whether the said damage or injury results from conditions arising upon the Premises or upon other portions of the Project of which the Premises are a part, or from other sources. Lessor shall not be liable in any manner to Lessee, its agents, employees, invitees or visitors, or their property, caused by the criminal or intentional misconduct, or by any act of neglect of third parties or of Lessee, Lessee's agents, employees, invitees or visitors, or any other tenant of the Project. Lessee covenants that no claim shall be made against Lessor by Lessee, or by any agent or servant of Lessee, or by others claiming the right to be in the Premises or in the Project through or under Lessee, for any injury, loss or damage to the Premises or to any person or property occurring upon the Premises from any cause other than the gross negligence of Lessor. In no event shall Lessor be liable to Lessee for any consequential damages sustained by Lessee arising out of the loss or damage to any property of Lessee. b. Indemnification of Lessor. Lessee covenants and agrees to save Lessor and Lessor's agent from all loss, damage, liability or expense of any kind including without limitation attorneys'fees and court costs incurred, suffered or claimed by any person whomsoever, or for any cause whatsoever, by reason of the use of occupancy by Lessee, its agents, employees, invitees or visitors of the Premises, or of the Project unless caused solely by the gross negligence of Lessor. c. Survival of Indemnification Provisions. The provisions of this article shall survive expiration of the Term or termination of this Lease. 11. Right to Enter. Lessor may, at any time during Lessee's occupancy, during reasonable business hours enter either to view the Premises to show the same to others, or to facilitate repairs to the Building, or to introduce, replace, repair, alter, or make new or change existing connections from fixtures, pipes, wires, ducts, conduits or other construction therein, or remove, without being held responsible thereof, placards, signs, lettering, window or door coverings and the like not expressly consented to by Lessor. 12. Defaults; Remedies. a. Definition of Default. It is hereby mutually agreed that: (a) if Lessee shall fail (i) to pay Rent or other sums which Lessee is obligated to pay by any provision of this Lease, when and as it is due and payable hereunder and without deemed therefor, or (ii) to keep and perform each and every covenant, condition and agreement herein contained on the part of Lessee to be kept and performed; or (b) if Lessee shall abandon or evidence any intention to abandon all or any portion of the Premises; or (c) if the estate hereby created shall be taken by execution or other process of law; or (d) if Lessee shall (i) generally not pay Lessee's debts as such debts come due, (ii) becomes insolvent, (iii) make an assignment for the benefit of creditors, (iv) file, be the entity subject to, or acquiesce in a petition in any court (whether or not filed by or against Lessee pursuant to any statute of the 5 United States or any state and whether or not for a trustee, custodian, receiver, agent, or other officer of Lessee or for all or any portion of Lessee's property) in any proceeding, whether in bankruptcy, reorganization, composition, extension, arrangement, insolvency proceedings, or otherwise then, and in each and every case, from thenceforth and at all times thereafter, at the sole option of Lessor, Lessor may terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor. If Lessee fails to do so, Lessor may without notice and without prejudice to any other remedy Lessor may have, enter upon and take possession of the Premises and expel or remove Lessee and its effects without being liable to prosecution or any claim for damages therefor; and Lessee shall indemnify Lessor for all loss and damage which Lessor may suffer by reason of such termination, whether through the inability to relet the Premises or otherwise including any loss of Rent for the remainder of the Term. b. Lessee's Liability. In the event of any reentry or retaking of the Premises by Lessor and/or any termination of this Lease by Lessor, Lessee shall nevertheless remain in all events liable and answerable for the Rent to the date of such retaking, reentry or termination and Lessee shall also be and remain answerable in damages for the deficiency or loss of Rent as well as all related expenses which Lessor may thereby sustain in respect to the balance of the Term, and, in such case, Lessor reserves full power, which is hereby acceded to by Lessee, to let said Premises for the benefit of Lessee, in liquidation and discharge, in whole or in part, as the case may be, of the liability of Lessee under the terms and provisions of this Lease, and such damages, related expenses shall have been made more easily ascertainable by reletting of the Premises, or such action by Lessor may, at the option of Lessor, be deferred until the expiration of the Term, in which latter event the cause of action shall not be deemed to have accrued until the date of the termination of the Term. 13. Subordination Clause. This Lease shall be subject and subordinate at all times to the lien of any mortgage or deed of trust or other encumbrance(s) which may now or which may at any time hereafter be made upon the Project of which the Premises is a part or any portion thereof, or upon Lessor's interest therein. This clause shall be self- operative, and no further instrument or subordination shall be required to effect the subordination of this Lease. Nonetheless, in confirmation of such subordination, Lessee shall execute and deliver such further instrument(s) subordinating this Lease to the lien of any such mortgage or deed of trust or any other encumbrance(s) as shall be desired by any mortgagee or party secured or proposed to be secured thereby, and Lessee hereby appoints Lessor the attorney-in-fact of Lessee, irrevocably, to execute and deliver any such instrument(s) for Lessee. If the interests of Lessor under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any mortgage or deed of trust on the Premises or Project, Lessee shall be bound to the transferee at the option of the transferee, under the terms, covenants and conditions of this Lease for the remaining Term, including any extensions or renewals, with the same force and effect as if the transferee were Lessor under this Lease, and, if requested by 6 such transferee, Lessee agrees to attorn tot transferee as its Lessor. The holder of any mortgage or deed of trust encumbering the Project shall have the right, unilaterally, at any time to subordinate fully or partially its mortgage or deed of trust or other security instrument to this Lease on such terms and subject to such conditions as such holder may consider appropriate in its discretion. Upon request Lessee shall execute and deliver an instrument confirming any such full or partial subordination. 14. Waiver of Breach. No waiver or breach of any covenant, condition or agreement herein contained shall operate as a waiver if the covenant, condition or agreement itself, or of any subsequent breach thereof. 15. Public Policy. Every agreement contained in this Lease is, and shall be construed as a separate and independent agreement. If any term of this Lease or the application thereof to any person or circumstances shall be invalid and unenforceable, the remaining provisions of this Lease, the applications of such term to persons or circumstances other than those as to is it is invalid or unenforceable, shall not be affected. 16. Conditions That Prevent Performance. Whenever a period of time is herein prescribed for action to be taken by Lessor, Lessor shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause of any kind whatsoever which is beyond the reasonable control of Lessor. 17. Cooperating With Lessor's Financing Arrangements. If, in connection with obtaining financing forte Project (including syndications, sales, or leasebacks), any lender or ground lessor shall request modifications tothis Lease as a condition for such financing, Lessee will not unreasonably withhold, delay, or defer its consent thereto, provided that such modifications do not increase the obligations of Lessee hereunder or materially adversely affect either the leasehold interest hereby created or Lessee's use and enjoyment of the Premises. 18. Time Is Of The Essence. All times, whenever stated in this Lease, are declared to be of the essence of this Lease. 19. Scope of Quiet Enjoyment. Lessor covenants and agrees that upon Lessee paying the Rent and any other charges due and payable and observing and performing all the terms, covenants and conditions, on Lessee's part to be observed and performed, Lessee may peaceably and quietly enjoy the Premises hereby demised, subject, nevertheless, to the terms and conditions ofthis Lease and to any mortgages and deeds of trust hereinbefore mentioned. 20. Choice of Law. This Agreement shall be governed by the laws oft State of Florida it giving effect to its conflict of laws provisions. 21. Jurisdiction And Venue. In the event of litigation arising from or related to this Settlement Agreement, its enforcement, interpretation, or breach, the sole and exclusive jurisdiction for the maintenance of such dispute shall be the Courts situated in is i- County, Florida. The prevailing party in any such dispute shall be entitled to the recovery of its reasonable aftorneysfees and costs incurred. 7 22. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto. 23. Entire Understanding. This document and any schedule(s) attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. 24. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of said provision and all other provisions hereof shall nevertheless remain in full force and effect. 25. Counterparts. The parties hereto may execute this Agreement in counterparts, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. The delivery of signatures by e-mail or facsimile shall be deemed valid and bear the same force and effect as if the original signature had been affixed and delivered. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first above written. Soleil Early Learning Academy, LLC, Soleil Academy 2, LLC, Lessee Lessor r g-172 By: Cnstine Thibodeau Date By: Amaury Rivera Date Its: Manager Its: Manager 8 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.F. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 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 Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435 (see Attachments I - 111). Soleil Early Learning Academy is an early learning daycare that provides children with a place where they can learn and grow through a variety of physical, social, emotional and intellectual activities. What started as a home daycare in 2015, quickly grew into the first daycare facility located at 201 SW 23rd Avenue, Boynton Beach, FL. Due to their success and high demand for quality childcare, Soleil Early Learning Academy is expanding with the purchase of a second location close to downtown Boynton Beach. As the property owner 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 interior and exterior improvements including: Window tinting, fence replacement, floor replacement, interior and exterior painting, and signage. The total cost of eligible property improvements exceeds $60,000 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,000 to Soleil Academy 2 LLC d/b/a Soleil Early Learning Academy located at 202 W. Boynton Beach Boulevard, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Application D Attachment II - Location Map D Attachment III -Warranty Deed D Attachment IV - Project Quotes BOYNT01`4, 'II 11��I pII II II II��^�,II SIN � IIS,I {�I// N,µ II II III y,� �m,r'�,,�'I!',%(U,`VI�A��'`'WhPfII Il�f U°�a'(fi(I UB I ( 17��°�U'"�'1�E '�"'"�,�f 1r�U,'„ ,1b4i� Y' October 1, 2020 — September 30, 2021 B^v Y N T ON BEACH COMi`v'IUNi T Y REDED ELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project' means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initial 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. I nCenti00e 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 Coc^y licenses or receipts that the licenses have bee^ applied for). Initiate 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 afJrJMonal grants any time after five ,ears from previous grant approval. • In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. Initial Page 3 of 17 Property Improvement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com In the event that there is an outstanding lien against the property, the grant will not be awarded until the complete satisfaction of the lien. • The property owner or tenant must complete the project, obtain a Certificate of Occupancy/Completion from the City of Boynton Beach, and submit for reimbursement within 180 days of the issuance date of the permit for the project. If BBCRA Board approves grant funding and the work being performed does not require a permit, the Certificate of Completion (or equivalent) and application for reimbursement must be within 180 days of the grant award. Failure to complete the improvements within the specified time frame will result in termination of the grant award. Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program.A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only 'in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification.Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. = Grantees shall a!lo4, the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Projects and items eligible for funding under this grant program are limited to: • Structural walls • Plumbing • Flooring • Grease trap installation • HVAC system • ADA Improvements • Electrical systems, • Hood Mire • Signage including exterior and suppression • Doors/windows interior lighting lnitial Page 4 of 17 Property Improvement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Landscaping and • Parking lot re-paving, • Patio decks irrigation within the re-sealing, and/or connected to the project site restriping building Painting • Fencing (excluding . Demolition of structure • Roofing (Not to chain link, barbed wire, and re-sodding of exceed 50% of and wood panels) vacant property total grant award) • Electric vehicle charging • Solar electricity and • Security stations —See attached water heating —See cameras/system" ReNew PACE Eligible attached ReNew PACE (not including Product List Eligible Product List security personnel) ** Notwithstanding the limitation that grants may only be used once every five years for any one property, previous grant recipients that received less than the maximum amount of grant funding from Commercial Property Improvement Grants or Economic Development Grants are eligible to reapply to receive 50% matching reimbursable funding in an amount not to exceed $3,000 for the installation of new security cameras/systems. Ineligible Businesses The following businesses are considered ineligible for assistance under the Commercial Property Improvement Grant Program: • Massage/Personal Services • Medical Research Centers/Housing • Firearm Sales/Shooting Ranges • Massage/Personal Services • Religion- Affiliated Retail Stores • Churches/places of worships • Non-profit Organizations • Alcohol and/or Drug Rehabilitation • Adult Gambling Arcades Centers/Housing • Check Cashing Stores • Any other use that the BBCRA staff • Adult Entertainment or BBCRA Board determine will not • Vapor/E-Cigarette Stores support the redevelopment of the • CBD Retail Stores BBCRA Area Grant Terms and Conditions This grant is divided into three tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the amount of eligible funding. All Initial� � Page 5 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435®Phone: (561)600-9090 www.boyntonbeachcra.com reimbursement checks from the BBCRA to the successful applicant will be made out to the applicant (the business entity). Grant funding amounts will be based on the applicant's project budget specified at the time of BBCRA Board approval, plus an added 20% for contingency funding. Tier One Business Tier One Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $50,000 in ,grant funding. Tier One Businesses must be one of the following types of business: • Restaurant • Bakery • Gourmet Food Market • Hotels/Motels/Bed and Breakfast Tier Two Business Tier Two Businesses are eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $25,000 in grant funding. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: • Home Decor/Design — home • Boutiques— clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) • Marketing Offices • Medical Offices • Fitness Facilities —yoga, dance insurance Offices exercise, martial arts, etc. Take Out Restaurants • Auto Services Facilities — repair, Tattoo Parlor/Body Piercing/Body storage, sales, etc Art Shop (no more than two • Specialty Retail Businesses— approvals per fiscal year) stationary, gifts, sporting goods Florists (no more than two approvals per fiscal year InitialsL Page 6 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com • Other commercial fagade oI improvements Tier Three Business (no more than two approvals per fiscal year) Tier Three Businesses are subject to BBCRA Board for review and approval. Tier Three Businesses eligible for reimbursement of 50% of the applicant's project budget as specified at the time of BBCRA Board approval, up to a maximum amount of $15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: • Kava Tea Bar • Pawn Shops • Convenience Stores: (Fagade • Liquor Store and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and • Consequences of default on the lease. Application Process Applications can be obtained from the BBCRA office located at 100 East Ocean Avenue, Boynton Beach, FL 33435 or downloaded from www.boytonbeachcra.com. All applicants are required to meet with BBCRA staff in order to determine eligibility before submitting Initials/.- A_� Page 7 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com an application. Applications will not be considered until all required documentation is submitted to the BBCRA office. Application to this grant program is not a guarantee of funding. Funding is at the sole discretion of the BBCRA Board. Applicants must submit an original, "hard copy" application with all materials to the BBCRA for review and approval by the BBCRA Board. Applicants will be considered on a first-come, first-serve basis. Application packets must include the following documentation: 1. A non-refundable fee of$100, which will be used to obtain a consumer credit report on the business and pr.ncipallowners of business. Make check payable to: Boynton Beach CRA. 2. Written detailed project budget describing the improvements to be done to the property. Cost estimate(s) from a licensed contractor(s) as specified in the applicant's project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. 4 ' Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9. Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principallowners of a new business. 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14'.,)A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). InitialsCr/R Page 8 of 17 Property Improvement 100 East Ocean Avenue,4'h Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached). 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 33435. Phone (561) 742-6000. Approval of Funding Request Ali re uired documentation must be submitted no later than noon two weeks rior to the second Tuesda 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 ;:ill consider their applications ,n 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. InitialY- Page 9 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com Procedures for Reimbursement This program is designed as a matching % reimbursable grant. All workmust be completed and paidfor by the applicantprior to the release of BBCRA funds. The BBCRA will provide reimbursement to the applicant upon submittal o complete reimbursement request c e. All reimbursement requesis and supporting docu is must be submitted to the BBCRA (3) days prior to the grantexpiration t . The BBCRA may refuse to issue r 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 aand accompanied H.„vy the followingdocumentation:-v - 1. Invoices, cei is or otheracceptable evidence of payment from suppliers licensed contractor(s) that have been marked "paid in full." Proposals for " to e completed" or" i s" are notconsidered t documentation. a. Each item s e supported y a cancelled check showing face of the check, s well as the backof the cancelled check. The only forms of cash payments that are acceptable s evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payees be provided s proof of payment. If payment is being made by a bank transfer, copy of the statement from bothpayer and payee showing the transaction and/or copy of the email/text verification from i s. "final release of lien" signed each icens contractor(s). See attached Sample of a Final Release of Lien form. 3. Copy of City of Boynton Beachl ac County licenses si ss Tax Receipt). minimum color"after" photos of the project. By submitting for reimbursement, the applicant warrants that I bills for which applicant is directly responsible to tote project are paid in full including, not limitedto, all contractors, r, materials, related fees and permits. Grantees may not submit work improvements for reimbursement that have been useds part of a reimbursement request for any other grant program offered y the BBCRA, City of Boynton Beach, Palm BeachCounty r the Statef Florida. The CommercialProperty Improvement ra Program will only reimburse applicants for new expenditures that have not been submitted to other grant programs for reimbursement. Init IalsOX31- age 10 of 1 Property Improvement 100 East Ocean Avenue,stn Floor, Boynton Beach, FL 33435— one: (561)600®9090 www.boyntonbeachcra.com SUBMISSION OF AN APPLICATION IS NOT A GUARANTEE OF FUNDING It is the responsibility of the applicant to READ AND UNDERSTAND all aspects of the Grant Program's Rules/Requirements and Application. NOTICE TO THIRD PARTIES: The grant application program does not create any rights for any parties, including parties that performed work on the project. Nor shall issuance of a grant result in any obligation on the part of the BBCRA to any third party.The BSCRA is not required to verify that entities that have contracted with the -alican ppt 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 CTR- Page 11 of 17 Property Improvement 100 East Ocean Avenue,41" Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Ow" " "CRA trk��,iiN�%�� I�IISX�p/„�,� , NII , ..........! � � ��� ���Id"r 1NI1111\ SII EAE lmddi7�rd �w C01jVA�JAUf,,4, j Y RED E N�,"AGrrHC APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d1b1a if applicable): Soleil Early Learning Academy, i Current Business Address: 202 W. Boynton Beach, FL 33435 Fed ID#: 90-1188755 Business Phone Number: 561-536-6736 Cell: 561-929-8149 Website: www.soleilearlyleamingacademy.com 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 "LL No_ If so, monthly base rent: ` New Business Address (if applicable): Square footage of current location: 2,6, Square footage of new location: , 5 _ Type of Business: Childcare center 'Tier 1 Business: ❑ Tier 2 Business: Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) y 16 Monday-Friday, 8am-bpm Number of Employees: Hours of Operation: List of improvements seeking reimbursement for:fence replacement and painting Requested grant amount: .w _ Page 12 of 17 Property Improvement 100 East Ocean Avenue,4t1 Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com 1 RA ACHy'y�N,BOYNTO 1Iry�}VIIIA �� y^�'vr%ri�amlv�. Ar�VIII�IINCU,f /.%Pr^-�l%"',A v i INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: Amaury Rivera Date of Birth: 09/02/197..9 Email: soleilacademy2@gmail.com _............. ... _ _ Residential Address: 532 SE 27th Way, Unit A33, Boynton Beach, FL 33435 Cell Phone Number. - - - - - - 2. Principal/Owner Name: Cristine Thibodeau Date of Birth: 07/25/19 Email: soleilacademy1 @gmail.com .. -.._........... _ Residential Address: 532 SE 27th Way, Unit A33, Boynton Beach, FL 33435 Cell Phone Number: - 3. Principal/Owner Name: _...... Date of Birth: Email: Residential Address: -� Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email: Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the BBCRA? Yes X No If yes, what additional programs are you applying for: eR ntre-itnbe sement Page 13 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com E AC HI C R,�A, BOYNTON APPLICANT INFORMAT!ON Are you receiving grant assistanCe under any other governmental agencies: Yes_No X If yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Landlord Name: /11 � �.. Landlords Mailing Address: S 7 C11 , . Landlord's Phone..N�umber: CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually, By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for rpakjng false statements or presenting false information, 1 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 Initial� � Page 14 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com !BOYIN m r%r' C R-h MNAIN'tUNl I R�',HDEVII ,OPMEN"Yf'A�'�IRM'CY APPLICANT 1 vRvrr MATT^vi i inderstand 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 � ORf EAC '��, Rj�r16�J�➢%19!� ,�;��;�MMIUNTIF"' ►�"PLICA NT i •i� F©Rii►1ATIOfii APPLICANT SIGN.ATl7)l 1. u Pnnci i n °" Date Printe dame Title z. L P03cipal/Owner's-,Signature Date Printed Nacte 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 r-- t STATE OF COUNTY OF BEFORE a appeared(officer, �d y law to administer oaths and take acknowledgements, ul authoriz d. personally pp ( �` � � , who is/are personally known to produced me or p "� ` _ as identification, and � W 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 FOREGOINC?„I have set my hand andia,leal in the State and County aforesaid on this_ (� day of 20 •• ' -F SERGELINEVICTORJEAN8APTISTE LIC Votary Public—State of Florida My Commission Expires: �• . .: -.�t Commission 4 GG 191979 My Comm.Expires Mar 4,2022 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com u BOYN................ I�� � titsatrvi d �� 1111�ti �u m MIsaiss�ire` tau LANDLORD !NF^ORMA T iv^N LANDLORD S!GNQTIIR Lan i �t re •�- � (�Dy�,attPrinted Name 7-x.7- f 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 1+ l COUNTY OFA'" " tom BEFORE ME, an offic duly authorized b law to administer oaths and take acknowledgements, personally appeared �V� ' t-1 I L� , who is/are personally known to �T me or produced _... m as identification, and acknowledged IlP_lshe executed the foregoing Agreement for the use and purposed mentioned In it and that the instrument is his/her act and deed. IN da of (���~,.. � and County aforesaid on this THE _ FOREGOING, I have set Y ha n official sea in a State ' 202 11�� m EqEwul R JEAN BAPTISTE NO A P PUBLIC State of Florida x GG 19197911Av Chmmicci�n EXpirag; ires Mar 4,2022 Page 17 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com 8/17/2021 PAPA Maps D HYJACKS (A-A ..... .w. CFA,AAS Palm ' a Property Appraiser "'(e V€:(J((,"County IF ha� )Iau V("(hj( Search by Owner,Address or Parcel AAFgi 00 z View PropertyRecord Owners CMG FAMILY ENTERPRISES INC riirvriooiriiiiriiiirooiriiiiriioirioirioiiriiiirioirii/ h Property Detail 202 W BOYNTON BEACH I oc',H on BLVD Municipahiy BOYNTON BEACH Parced '4o 08434528100030090 BOYNTON HGTS ADD REV PL Abdivision IN &ook 21198 Page 779 Sale Dam, DEC-2006 LIGHTHOUSE ACAD& CHILD DEV CTR C/O 202 19 WBOYNTON BEACH BLVD Address BOYNTON BEACH FL 33435 4023 I Jse I}ripe 7200-PRV SCHL/COLL I oial 5032 Sqilwre I ret Sales Information Sales Date Price DEC-2006 10 DEC-2006 10 JAN-2001 225000 APR-1999 170000 �APR-1 993 100 Appraisals J . Tax Year 2020 nnjproverrieril $643,502 I wrid $433,952 I oi'l IVfwrkeI $1,077,454 All values are as of January 1st each year Assessed/Taxable values Tax Year 2020 Assessed V,uIiue $1,077,454 1 $0 lwAfle Vble $1,077,454 Taxes Tax Year 2020 Ad VIorern $23,055 `,Ion Ad VIorern $2,315 I oi'�l iw� $25,370 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528100030090 This Tnstrurnent Prepared by: Yoleidy Perez CLA Title&Escrow 9210 Corporate Boulevard Suite 150 Rockville,MD 20850 After Recording Return to: Soleil Early Learning Academy,LLC, a Florida limited liability company 201 SW 23rd Ave Boynton Beach,FL 33435 Parcel Identification Number _ 08-43-45-28-10-003-0090 (Space Above This Line For Recording Data) Special_Warranty Deed THIS SPECIAL WARRANTY DEED (this "Deed,) is made as of this 20th day of August, 2021 between CMG Family Enterprises, Inc. a Florida Corporation, whose mailing address is 202 West-Boynton Beach Boulevard, Boynton Beach,FL 33435 ("Grantor") to, Solcil Early Learning Academy, LLC, a Florida limited liability company whose mailing address is 20J SW 23rd Ave,Boynton Beach,FL 33435("Grantee"). WITNESSETH: THAT Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable consideration paid to Grantor by Grantee, the receipt of which is hereby acknowledged, by these presents does grant, bargain, sell and convey to Grantee, and Grantee's successors and assigns forever, all the right, title, and interest in and to that certain real property(the"Property")located and situated in Palm Beach County,Florida and fully described as follows: T OR PROPERTY DESCRIPTION, SEE EXHIBIT"A" 477ACHED HERETO AND j11IADE A PART HI'REOF' TOGETHER with all improvements, easements, tenements, hereditaments and appurtenances belonging to or in any way appertaining to the Property. SUBJECT to taxes for 2020 and subsequent years, not yet due and payable; covenants, restrictions, easements, reservations and limitations of record, if any,without intention of creation or reimposing same. TO HAVE AND TO HOLD the same in fee simple forever. GRANTOR hereby specially warrants the title to the Property and will defend the same against the lawful claims of all persons claiming by, through, or under Grantor,but none other. File No.: FL-21-11233 Florida Special Warranty Deed Page 1 of 3 IN WITNESS WHEREOF, Grantor has duly executed this instrument as of the date first written above. WITNESSES: GRANTOR: CMG Family Enterprises,Inc. a Florida Corporation IT ESS PRINT NAME,: `! By: m Catbcrine Francis-Huter, President S ' -71n P T NAM ,E: 1 STATE OF i COUNTY OF &' Uo wit: I hereby certify that on the lqt-- day of , 2021,before me, the subscriber, a Notary Public of the State of Florida, in and for the County aforesa , personally appeared Catherine Huber,Vice President of Administration of CMG Fancily Enterprises, Inc. a Florida Corporation,known to me or satisfactorily proven to be the person whose naive is subscribed to the within instrument and made oath in due form of law that the matters and facts set forth herein are true. AS witness, my hand and notarial seal. ; 3, JACQUELINE., JACQUELINE 0.�1HESTA o . Notary Public•State of Florida Commission#HH 132646 PF, My Comm.Expires Apr 5,2025 IYyyCtoini-nission re of Nota y Public Expires: File No.: FL-21-11233 Florida Special Warranty Deed Page 2 of 3 Window Tinting $ 3,300.00 Fencing $ 12,170.00 Flooring $ 29,319.46 Interior/Exterior Paint $ 14,276.00 Signage $ 1,747.43 Total: $ 60,812.89 50% Reimbursement max $ 25,000.00 INVOICE Jonathan Wlii ndow"Ifliint 5457 winless road Coconut Cireelk f:ll...33073 III/W�f Iii M,W�MI p United States 1 5614491404 sun.wiindowliint@gnvaiill.conv ' , _,,I ------- wAmmt lonathanwiindowtiint.coini BILL TO Soleil Early Learning Academy Invoice No.: 425 202 W Boynton Beach Blvd Issue date: 8/21/2021 Boynton Beach FL 33435 Due date: 8/21/2021 United States Reference: 425 S f 11 fl}N Gl15'., UN IT F'IMCk AMOUNT(t)"I"' 19 Windows 1 3,300.00 3,300.00 Install(not removal) Silver/gray 10 year warranty Payment method: debit:+3.85%fee Credit:+3.85%fee Cash App($Jonathanwindowtint) Zelle:sun.windowtint@gmail.com Cash or check Warranty certificate TOTAL(USD): $3,300.00 The Warranty is against peeling,adhesive failure and delamination,for a period of 10 years after installation. TOTAL DUE (USD) $3,300.00 This warranty is non-transferable and can not be delegated,and it is not valid to transfer it to another owner or other commercial. To request the Warranty you need the receipt with the warranty. Issued by,signature: r (r r ,4; Soleil Early Learning Academy 202 W Boynton Beach Blvd Boynton Beach , FL 33435 J IIGA IRCIIA Contact number (954) 292-1378 Jorge Garcia Aluminum & Fence 4360 Royal Palm Beach Blvd Estimate # 000318 West Palm Beach , Fl 33411 Date 07/14/2021 Email:jorgegarciafence@gmail.com Description Total PVC Fence - Aluminum gate replacement $1,870.00 Solid Privacy PVC, U tall, white.Tear down and removal of existing aluminum fence. Supply and install approximately 25.5 LF and (1) 5'tight opening gate. Need 3 steel post inserts for concrete Flat post caps Standard gate hardware, white PVC Fence - North $5,500.00 Solid Privacy PVC, U tall, white.Tear down and removal of existing fence. Supply and install approximately 110 LF and (2)4.5'wide tight opening gates Flat post caps Standard gate hardware, white PVC Fence - West $4,800.00 Solid Privacy PVC, U tall, white.Tear down and removal of existing fence. Supply and install approximately 120 LF. Permit Fee $0.00 At cost of city and/or county JM soleilacademy1gmail.com Page 1 of 4 Subtotal $12,170.00 Total $12,170.00 Deposit Due $6,085.00 Page 2 of 4 1 . For the price stated J garcia aluminum & fence, LLC agrees to furnish all material and labor for job described in front. 2. This proposal does not become a contract until accepted and signed by an officer of J garcia aluminum &fence, LLC, and if not accept it, any cash payment will be returned. 3. No statement, Warranty, implied or expressed, representation or agreement, written or verbal, not appearing upon the face of this contract shall be binding upon the parties hereto. 4.J garcia aluminum &fence, LLC expressly reserves or contractors, mechanics and materials man's lien's which may be assertive under any provision of law to secure payment of the contract price and may assert and fix the same as lien upon the real property on which installation is made. 5. In the event payment on this contract is in force through attorneys or by suit or in bankruptcy or probate proceedings,J Garcia aluminum &fence, LLC shall recover and buyer hereby agrees to pay reasonable attorney fees and costs of court. 6. All balances do under this contract shall bear interest of 18% per annum and unless otherwise stated all balances become due and payable upon completion of work. 7.J garcia aluminum &fence, LLC agrees to take reasonable steps to ensure the fulfillment of orders received, but performance is subject to delays or cancellations caused by war, accident, strikes, inability to secure a labor in And raw material, fires, embargoes, transportation shorter and delays, government constrict conscription, priorities, and restrain, failure on the buyers part to give notice of requirements and/or proper measurements and other information and all other causes whether of the same or different class affecting the whole or any part of sellers obligation and hereunder. 8. Contractor or owner agrees to supply electrical power and water atjobsite. 9.J garcia aluminum &fence, LLC will retain title until payment is full of contract price has been made. 10. Price on front will be honor for 10 days, only at the seller option. 11. Buyer must supply Contractor with Survey. 12. Lawn sprinkler system are not covered under any warranty and contractor shall not be responsible for any damage caused to lawn sprinklers, etc., Including but not limited to water damage, wood rod, Roof damage, damage to patio flooring, etc. Buyer understands that contractor is liable only to remove said obstacles to install railing. Should damage occurred, no refunds or monies or back charges will be allowed. 13. It is agreed in the event of a typographical, mathematical, or human error the parties hereby agrees to immediately adjust same. 14. The contractor shall make any changes which in his judgment may be necessary while on the job site in under to properly install the materials. 15. Any balance not paid will void any warranty. 16. The buyer is responsible for any and all electrical work and permit to code. The buyer should be solely responsible for applying for and obtaining any permits, abstracts, surveys, engineering, or any legal matter whatsoever, or shall reimburse J garcia aluminum & fence, LLC of same were applicable. Page 3 of 4 17. It is agreed between parties that in the event of a lawsuit venue shall lie in Palm Beach County, Florida. 18. In the event this contract is signed by corporation, the signer hereby agrees to guarantee payment personally. 19.J garcia aluminum & fence , LLC is not to be held responsible for damage which may occur to personal property which must be moved from the area of the job site, unless caused by the negligence of seller. 20. Once materials are delivered to the job site, the owner of the subject property shall be responsible for any laws thereto. 21. The buyer may cancel the transaction at any time prior to midnight of the third business day after the date of this transaction. See the attached notice of cancellation form for an explanation of this right. 22. In the event any additional work on modifications of the contract work is necessary due to conditions existing at the time construction commence which are unknown or nor obvious, or if the buyer makes changes to contract, seller reserves the right to charge buyer the necessary sum to complete all additional work or to cancel this contract and receive payment for all work completed up to such time. 23.J garcia aluminum & fence, LLC is not responsible to locate any underground utilities, pipe, wire, cable, sprinkler lines, etc., Nor shall they be responsible for any damage to same. 24. Contractor or owner must have property corners pinned and property line staked for railing to be installed. I/We have read all pages of the foregoing proposed contract and accept the same on the terms and conditions page as stated above. Signed on: 08/03/2021 Page 4 of 4 Pt-filt QUOtO http:Htc l7srv.low ('A, 1500 (",'ORPORArE I)RIVE BOYNTON 13FACH, III. 33426-6648 Date: 08/18/2021 (561.) 73-3-1397 Project #: 696190583 Proji ect name: IVP QLKAC Customer Name: R I VE,'R A A M A LJ R,Y Customer Phone- (954) 292-1,378 Customer Address: "202 't!11 BOYNTON 13F.A(11 BLVD BOYNTON 131°:1"xC1-1 Fl..., 3,3435 Product List Item Descri pti on Availability (.qty Unit Tbt a I Price pri ce Itein #. 1, 408 Manufactnrer: 20 $8,64 $17180 Model #: 106-PF".JI.2 �J 0 t1 (JAPQHP Item #. 1524877 Manufacturer: I!, 2 $19.99 $,'i�mm Model #: 1,,,MQS(,',00550 `11111 A I��("(X 11114 C)r"J R"",()I ()P,C< Item #: 1329192 Manufacturer- 2;31 $54A6 $12,837,24 Model #: 1,,,X(.)1,700550 9,1,H,s S'(,: ,11 t. °: v E OAK, WAD Item #. 1361856 Manufacturer: ("XII ori Ito;k 12 $23.99 $287.88 Model #- 02( 5500550 Item #: 1524892 Manufacturer: 0,I� of ',I cs E 5 $39.99 $1,9).95 1 Model #. 1,M'111 S(1100550 I'Fil, 30 07 kVF ADHESIVE Item #: 346874 Mannfacttirer; lin 51 o9 $5.98 $5,182 Model #: 7047536221, F I � "XICO I'll HN X E)() F� TP kIIJBI"'EIR E-31 Item #: 378M.30 Manufacttirer: I to 1 6 $79.98 $479.88, Morlel #: 101411-.(1 I1::,(1513 Product Subtotal: $14,071.55 Installation Installation Configuiration Tbta I Price 1 f"2 13111'3/21, 09:015 111-7nt Otlote ht tp-//t(,Il 7si-v,low e s.(.-,oni/i sstsc--a/pr()J e,(.t,I zif o I nipt... Vinyl - La bo r Ccry nfigurafio n: BASIC LA13OR FLOATING3 I...VP/l Vl' IN51'ALL 'I'RANSITIONS VINYL INSI'ALL INSI"AlA., MOI...,I)ING VINYL INS`FAJ-L, MOVE FURNI'HJRE VINYL PER ROOM I fi F M OVE H A U 1, AWAY F I..,OATI N G VI N Y I., Proi ect Level Fees Total $15,2/17,a')l Deductible Detail #694831,907 s-135mO Installation Subtotal., $15,212.91 Order $29,284.46 Subtotal: Salespet.soxi: I-ANFOID BOBBS Accepted By: Date: 08/18/202 1, 'this Quote is valid until 09/17/2021 "]'his is an estimate canly. ]'his estin-iatedoes not in(dude tax, special fees White Goocls'l'ax), oi-delivei-y. char�,,ps. [)elivery of all materials contained in this estini ate am subject to availability frorn the manufiicturer or supplier, All the, ahove quantities, (Imensions, spe(Jfications and accessori(...as have been verified and accepted. I understand that this order will be pJa(,eda(,,(-,oi-dingto these spp(Jfi(,,adons am,"I is non-i-oftindalfle. Pirlt Cancel 2 cat 2 I.1118/21, 09:05 CMER130A LOW1,i',"S HOME CI',PJTERS, LIZ,-, PAGE: 1. BOF 1111 E'-,,TIMATE 1,JP NJUFE 2 6),l 1.:1 SALES 4 : 60 001 P1 J5YF raDHAM: 696190583 DAI"E t, I° CYTY ITIEM rXESCRIA"TION Vf`,,UD PART 4 PF!Pllr: ........... 2 o I 14 0 8 P,7 E R 10 6 1 1/L 6 1 N X I I/16, 1 IJX 12 1,06 172.80 2 1,52 4 R"'F 9,1 -IN OAK QTR RN ) lmgscoomo 39.98 2.3 4 1 1"19 2 MOIIROE OAK, LX61700550 12837.2d 1 2 L 3 6 1 R F,6 94 - IN MONROE,' OAK T MOLD 02C5500550 287.88 5 152092 94 - IN SC M011TROE (LAI, THF!E'_31 IO[A) C 0C 5'_',() 1 99.9111� 0 346874 Ta! SS 30 02, i3iVSE ADIIIE.,31V 7 0 4'7 5 3 6 2 2�1 5 3.R2 6 08980 FLEXCU 4- , I - —0-FT -P MMSER Fr jjnj 0"01 17 1),8," 4, 6) 2 7 0 BA,,`,,TC LAI= FIXIAPIF{ IMPnov'r 0fi I,"'() FP,ISTAI.A., %)INYL 1.20 1 1 397 2 CUC3'TOM VINYL ' 3'71..00' RVA 2TM46 IN GALL., [NTALL A,74 3 F:3 FURIXIITURE VINYL PER R(Y)M 0.02 P94 20007 R�',",140VE HAU1, A7,,�IAY FOATIN(,' VINY 9`) DETAIL 0 0 T(_')TAL F()k ITET,I�,' 2 9 3 l 9,41) TOTAI, H:71JIATF,*� 91 1 I),413 Th,,,,,, (puo t r, i 2 I i d u n t" i.1. 0 9/1 7/LJ t. 1'1-1? ,3 1' AN ESTIMATE ONIN. THIS ESTIMATE DO .S NOT INCLUDE TAX, ('uP ANY OTHER SPECIAL FEES ITAT tMY BE AFIFILICABI.A.E. OF' Al,l, MATERVALS UTI TAINED IN THFS F,,STTr)U,,TE ARE SUBJFist.7P TO AVA1'I,AF,[L1TY FROM TIU,, MAMOTUMMER uP SUPPHIRR. ALL OF THE ABOVE QUANTITTES, DIISI TUY"U1, ANID HAVE BEEN VERIFIED AND ACCEPTED. 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P 0 0 C) co ?L ::r zr :3 0 M 3 0 < (D M Cp a CG R (n 3 M r r 0 0 a Cr 0 = 2) x CL ch m E5 -10 cr (D CL ol ar P Soleil Academy/Amaury 202 W Boynton Beach Blvd, Boynton Beach FL 33435 Boynton beach, fl 33435 PIEi FE.CT TC)UC H PAINTING R CONSTRUCTION INC AS PERFECT AS CA BE (954) 292-1378 PERFECT TOUCH PAINTING INC 6810 N State Road 7 Payment Terms Due upon receipt Coconut Creek, Florida 33073 Invoice # 001731 Phone: (561) 229-8029 Date 08/18/2021 Email: rinaldo@perfecttouchpaintingfl.com Web: www.perfecttouchpaintingfl.com Description Quantity Rate Total INTERIOR PAINT 1 .0 $7,348.00 $7,348.00 General Description of Work Interior surface preparation and painting as specified. Preparation Thorough surface preparation to consist of covering all work areas with clean drop cloths and plastic followed by scraping, spackling, sanding, caulking and spot priming as necessary to achieve proper adhesion of finish coat. Materials to be Used Meticulous painting to include the following areas with two coats of Super paint Paints or approved equal - Up to 3 colors total.Additional coats may be required after final color and finish selection and are not included.Additional colors will be invoiced at$75.00 each. Areas to be Painted - ENTIRE HOUSE 1. Walls-Prep and paint - 2. Doors -Prep and paint 3. Baseboards-prep and paint- Page 1 of 4 EXTERIOR PAINT 1 .0 $6,128.00 $6,128.00 General Description of Work Exterior surface preparation and painting as specified. Preparation Power wash all surfaces to be painted with a mildewcide detergent to remove chalky paint, loose dirt, mildew and surface contaminants. Thorough surface preparation to consist of covering all work areas with drop cloths followed by scraping, sanding, caulking windows and doors, repairing stucco cracks with an elastomeric patching compound and spot priming as necessary to ensure proper adhesion of new coatings. Materials to be Used Meticulous painting to include the following previously painted areas with one coat of primer/sealer followed by one coat of Sherwin Williams Super Paint or approved equal - Areas to be Painted 1. Stucco Walls, Wood Trim, and gutters 2. Front- Prep and paint walls, gutters, windows shutters and fascia 3. Front- Prep and paint Front windows and front door 4. Front-Prep and paint railings 5. Right side - Prep and paint walls, windows shutters, Gutters, and fascia 6. Left side - Prep and paint walls, Gutters and fascia 7. Back- Prep and paint walls Gutters ,ceilings , and fascia TERMS AND CONDITIONS 1 .0 $0.00 $0.00 All prices on estimates are good for 30 days.All jobs require a 30% deposit to schedule the job and the balance is due upon completion. -All discounts and coupons will be honored ONLY if they are presented at the time of when the estimate is given. -Any cancellation ofjobs is subject to cancellation fee. If the job is cancelled 3 days or less prior to scheduled date, there will be a fee. For scheduling purposes, if anyjobs need to be re-scheduled ,we require a 3 day notice as well. -After the job is completed and before the workers leave the job it is mandatory to have a walk through with the either the owner or responsible person of the property so that everything is approved and finalized.After the walk through and everything is approved if we have to come back for touch ups a fee of 35 dollars and hour will be charged for each employee. -Unless otherwise agreed by both parties in writing, the sole warranty of the job shall be as follows: if within 1 MONTH of the final billing defects occur due to improper workmanship, the Contractor shall correct the defective portions of the application. C/O 1 .0 $800.00 $800.00 Parking lot- prep and paint lines and car stop Page 2 of 4 Subtotal $14,276.00 Total $14,276.00 Page 3 of 4 By signing this document, the customer agrees to the services and conditions outlined in this document. Soleil Academy/Amaury Page 4 of 4 SiaraMal, Signarama Boynton Beach The w.iy t.grr y b­­­ 3487 High Ridge Road ESTI MATE Boynton Beach,FL 33426 (561)742-2823 EST-2563 www.signarama-boyntonbeach.com Payment Terms:Cash Customer DESCRIPTION:Appointment 2:30 PM. Monument Sign Bill To: Soleil Academy Pickup At: Signarama 202 W Boynton Beach Blvd Signarama Boynton Beach Boynton Beach, FL 33435 3487 High Ridge Road US Boynton Beach, FL 33426 US Requested By:Amaury Rivera Salesperson: Emma Van Meter Email: soleilacademy1 @gmail.com Email: sales1 @signarama-boynton.com Work Phone: (561)742-2823 Cell Phone: (561)384-0740 PRODUCTS QTY UNIT PRICE TOTALS 1 Monument Sign Upgrade 1 $857.74 $857.74 'Soleil Academy" Full digital print on 3mm Maxmetal Customer to provide graphics (1) 82 1/4"w x 57 1/4" h Cut 3mm Dibond (1) 82 1/4"w x 57 1/4" h Full Digital Print/UV Laminated (1) 83 1/4"w x 57 3/4" h Cut 3mm Dibond (1) 83 1/4"w x 57 3/4" h Full Digital Print/UV Laminated Hardware included 2 Permitting 1 $705.00 $705.00 Signarama to includes design,engineering plans, permit application and permit administration required to install exterior required signage(Monument Sign Graphics Update). Does not include separate fee required by municipality to cover actual permit cost. In the event Signarama advances payment for municipal permit fees,Signarama will invoice customer separately for reimbursement 3 Installation 1 $125.00 $125.00 Signarama to install two large metal panels for each side of monument sign -Allocate 1.5 hrs to level,drill and seal sign on current structure Subtotal: $1,687.74 This quote is valid based on information provided by the client regarding the Taxes: $59.69 project requirements. Changes by the Client after the proof and quote have Grand Total: $1,747.43 been approved may result in a change to the price of the product and service. All changes will require approval and sign-off by the Client prior to production. (ua nera ed(:1n:712012021 Y A' Page 1 of 2 Projects whose total quoted fees are $300 or less will require payment in full prior to production and services. Projects whose total quoted fees are in excess of$300 will require a 50%deposit to initiate the project/service. The remaining 50%due for projects/services in excess of$300 will be due prior to or at the time of delivery, installation and/or completion due to increase delinquencies in payments and the time required to secure payments. No Exceptions. If you anticipate requiring time to process an invoice for purchases in excess of$300, please factor this into our timing to begin and complete your project in order to satisfy these payment terms. Depending on the extent of the project and associated materials, most approved projects are completed between 2 days and 2 weeks upon meeting our payment requirements. Please note that we also offer Signancing,our exclusive Signarama Financing program,to help you with your purchase. Visit: https://signarama.com/locations/fl-boynton-beach/signancing/to learn more. Signature: �� Date: 7/21/2021 G-eneraled C)nr 12012021 A' PIM Page 2 of 2 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.G. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $21,000 to Nicholson Muir Meats LLC located at 480 E. Ocean Avenue 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 Nicholson Muir Meats LLC located at 480 E. Ocean Avenue, Boynton Beach, FL 33435 (see Attachments I - II). Nicholson Muir Meats is a specialty butcher providing a modern interpretation of a classic British butcher shop. In addition to providing premium cuts of beef, pork and poultry they will also provide prepared foods and retail items such as salts, vinegars and olive oils. The third part of the business is offering tasting menus with beverage pairings. As a butcher shop and restaurant, Nicholson Muir Meats plans to have approximately seven employees ranging from full-time and part-time positions for general manager, chef, chef's assistant, butcher, steward and servers. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $6,500 per month (see Attachment 111). Nicholson Muir Meats qualifies as a Tier I business (as specified in the grant application) and would receive reimbursement for one-half of their monthly rent amount or maximum grant amount of $1,750 per month for a 12 month period, whichever is less. If approved, Nicholson Muir Meats would be reimbursed in the amount of $1,750/month for a period of 12 months or a total grant amount of $21,000 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $21,000 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $21,000 to Nicholson Muir Meats LLC located 480 E. Ocean Avenue, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Grant Application D Attachment II - Location Map D Attachment III - Lease Agreement BIN T 0 =BEACTH RA I COMMUNIT'Y REDEVELOPMENT AGENCY October 1, 2020 - September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Rent Reimbursement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of rent reimbursement intended to help businesses during the critical first year of operation. The BBCRA reserves the right to approve or deny any Commercial Rent Reimbursement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. The receipt of past payments is not a guarantee of future payments. For purposes of this application, the term "new business" means a company in operation for less than 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. Initial Page I of 15 Rent Reimbursement 100 East Ocean Avenue,4111 Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www,boyntonbeachcra.com v; Incentive Funding i 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.—L Pae 2 of 1! Bent Reim burement 100 Cast Ocean Avenue,01 Floor, Boynton Beach, ff 33435.....Phone: ( 61)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. Initlats- =4-t Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue,4111 Floor', Boynton Beach, Ft.33435-Phone: (561)600-9090 www,boyntonbeachcra,corn 17 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). Initials- Page 4 of 15 Rent Reimbursement 100 East Ocean Avenue,41" Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www,boyntonbeachcra.com WN 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 D&cor/Design - home 0 Clothing Boutique- clothing, furnishings, art galleries, kitchen shoes & accessories wares 0 Law Offices • Accounting Offices 0 Hair/Nail Salons (no more than 2 Real Estate Offices approvals per fiscal year) Marketing Offices 0 Medical Offices Fitness Centers 0 Insurance Offices Specialty Businesses-stationary, 0 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- 'ZAt Page 5 of 15 Rent Reimbursement 100 East Ocean Avenue,41" 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, 01 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 1,nitials- Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue,0' Floor, Boynton Beach, rt.33435­Phone:(561)600- 909�O www,boyritonbeachcra.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.W'9 Form and Vendor Application (attached). Approval of Funding Request All required application documentation must be submitted no later than noon two weeks prior to the second Tuesday of the month. BBCRA staff will review the application to InItIals-_rl'tt Page 7 of 15 Rent Reimbursement 100 East Ocean Avenue,4111 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 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. Page 8 of 1.5 Rent Reimbursement 300 East Ocean Avenue,4"' tloor, Boynton Beach, FL 33435-Phone: (561.)600-9090 www,boyntonbeachcra.com f 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 re nest within 30 days following the end of the next month in which applicant is requesting reimbursement, applicant forfeits that month's reimbursement. Discontinuation of Payment The receipt of past payments does not guarantee future payments. The BBCRA retains the right to discontinue rent reimbursement payments at any time at its sole and absolute discretion, SUBMISSION OF AN APPLICATION 1S 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. rr Initials Page 9 of 15 Dent Reirnburserrrent 100 East Ocean Avenue,4"1 Moor, Boynton teach, Ft.33435—Phone: (561)600-9090 www.boyntonbeachcra.con) BOYN =B E'AOC NHTC R A COMMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a it applicable): Current Business Address: Fed I D#: 3 MY Business Phone Number: 6+ `S V'G'— ( 54 Fax: Website: VVJ W . *496Joo_� Pi 0% Existing Business: Yes No�. � Number of years inexistence: ` Time at Current 'Location: t-*j6tAj New Business to Boynton Beach: Yes No Do you have an executed lease agreement: Yes, )/ @_ No If so, monthly base rent; J'. 00- New Business Address: square footage of current location: Square footage of new location: Type of Business: � � "7��✓ Number of Employees: Hours of Operation: Ott-, " Page 10 of 15 (tent Reimbursement 1.00 East Ocean Avenue,4"'floor, Boynton Beach, fl.33435—Phone:(561)600-9090 www.boyntonbeachcra,com BOYNTO ,,, . RA BEACH COMMUN11TY REDEVELOPMENT AGENCY APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: I -S. 11�1�-"• Date of Birth: 01r. 4 S• 1 Ui : Email: A- Residential Address: Cell Phone Number: _ _ „ H$:• • 4. 5,31 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 Dent Reimbursement 100 East Ocean Avenue,4111 Floor, Boynton Beach, Pt 33495-Phone: (561)6100-9050 www,boyntonbeachci,a.com BOYNTO "Mowe"M B EACH REDEVELOPMENTCOMMUNRY E N 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: ► G Landlord"s Mailing Address: . ► A ate. ! ' ��� cr -SIN 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 applicants). 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. 1 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 l 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 n avenue, 411' door, Boynton Beach, FL 33435 Phone: ( 1) 600 - 9090 www.boyntonbeachcra.com BOYNTO wa"ZBEA �H CRA COMMUNITY REDEVELOPMENTAGENCY 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 1. Rent Reimbursement 100 East Ocean Avenue,4'1'floor, Boynton Reach, f"I.33435_.Phone:(561)600-9090 www.boyntonbeachcra.corn W 1 l , ii BOYNTON BEACH CRA COMMUNffY REDEVELOPMENT ABY APPLICANT INFORMATION APPLICANT SIGNATURES: Principal T"S 5kqA a Date Printed Name Title 2. Principal/Owner's Signature Date Printed Name Title 3. PrincipallOwner'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 n STATE OF COUNTY OF Cr BEFORE ME,an officer duly authorized by lawto administer oaths and take acknowledgements,personally appeared -:5-4-eMg 1tZ who is/are personally known to me or produced 1W e-y40-7?-1.a5--o 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�d official seal in the State and unty aforesaid on this .S7* day ofursr 20 NOTARY PUBLIC Dry A�a+oN 0;:11.5 My Commission Expires: �--lo -z•zy � Notary Public•state of Florida 4 � Commission M NH 021291 My Gomm,Expires$to 10,2024 Horded throtith National Not vygfo 14 of 15 Rent Reimbursement 100 East Ocean Avenue,41"Floor,Boynton Beach,FL 33435-Phone:(561)600-9090 www,boyritonbeachcra.com r "1 �IIIII�IIIIIIII� �� �n�u ��yA B(D`Y N MX II Rte"'E F C H CR,A REDEVELOPMENTCOMMUNP C LANLORD INFORMATION LANDLORD SI AT R6: L ignature � D to �,.. Printed Name Title 2. Landlord's Signature Date Printed Name Title Notary as to PrincipaUOwner's Signatures- Multiple notary pages may be used if signing individually STATE OF 6;c O flpll COUNTY OF c ► P>CZW lid BEFORE ME„ an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared " L-W46011�- o are personally known to me or produced ,h4 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 2va cial seal in the State and County aforesaid on this day of y`* 20 7( NOTARY PUBLIC My Commission Expires: f-4o-Zm111+ f1AlMpN MARK Volt.S +� Notary Public Seta of fl0' .,, y CommissionExpires NUp 10,2 Page 15 of 15 4� M Comm.,r~x Ire ar A ""'Don dad through National Notary Assn, Rent Reimbursement 100 Fast Ocean Avenue,41"Floor, Boynton Beach, Ft.33435—Phone: (561)600-5090 www.bo'yntonbeachcra.com 8/6/2021 PAPA Maps a DHYJACKS .w.CFA,AAS Palm Beach County Property Appraiser �ylmflll%nY//idlln�fffffff �, "'(eV€rPa(,-,JF har )Iau Irrrhee Search by Owner,Address or Parcel t� ���r"�' " .�.. Ski 00 �r View Prop ertyRecord a Owners � i i �`CYceaiin fiw� E.�c�ar� Awr�+ l OCEAN AVENUE PRIDE LLC Property Detail Irrt:,iicrn 480 EOCEAN AVE F r4 da�t�+ 1 ✓Ir IMuroc.11r,lhiy BOYNTON BEACH ' „rwrr 7nr � I'4.rc:^,I I`,Icr. 08434528030080010 or j Subdivision BOYNTON TOWN OF IN I{rrrrl< 28219 I',F{c;1197 Sale Dam,APR-2016 2240 W WOOLBRIGHT RD IMaI1irica STE317 . ' '��Ff i ,!Fdd r;,. gOYNTON BEACH FL Ullp._Ulr X �'�p A t 33426 6364 gg I J e I}lpe 2100-RESTAURANT I rrloAJ 1 270 Square l rr� ' � pIIIUVIIVIU fl or/or„/JSaI/es Information Sales on/r rfrrf/rr'/l !� i ! u �say Sales Date Price i91�y�P APR-2016 335000 APR2015 10 , oriioiriioorra�rra�iriioiriioorra�rra�iriioiriioorra�rra�iriioiii%/' Appraisals Tax Year 2020 hnnjproverrierrl':A(u.lue $181,656 arid Value $224,144 I oral IMurlae'I':Value $405,800 All values are as of January 1 st each year / Assessed/Taxable values 'rR_ Tax Year 2020 Assessed Value $405,800 I $0 "l a ,hlr,Aalis $405,800 j Taxes... Tax Year 2020 Ad Valorem $8,683 I',Ion Ad\(alorc;rn $1,666 I oi:al ax $10 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528030080010# 1/1 LEASE ARTICLE 1. FUNDAMENTAL LEASE PROVISIONS,EXHIBITS,DEFINITIONS 1.1 Fundamental Lease Provisions. These are the provisions of the Lease except as they be modified hereafter. LANDLORD: OCEAN AVENUE PRIDE,LLC, a Florida Limited Liability Company ADDRESS OF LANDLORD: 2240 Woolbright Road,Suite 317 Boynton Beach,FL 33426 TENANT: NICHOLSON MUIR MEATS,LLC a Florida limited liability company ADDRESS OF TENANT: 480 E.Ocean Avenue Boynton Beach,FL TENANT'S TRADE NAME: LEASE COMMENCEMENT DATE: August 1,2021 LEASE TERM: The Lease Tenn commences on August 1,2021 and ends July 31,2031. One ten(10)year option under the terms and conditions as contained in Section 2.4. FIXED MINIMUM RENT: I st Lease Year-$78,000.00 per year,$6,500.00 per month); 2"'Lease Year through 10th Lease Year-an amount equal to 103%of the Fixed Minimum Rent due and payable for the year then ended(i.e.annual increases of 3%) RENT COMMENCEMENT DATE: December 1,2021 PREPAID RENT: In addition to the Security Deposit,Tenant shall pay the first month's Fixed MininlU n Rent and the last month's Fixed Minimum Rent of: FIRST MONTH'S Fixed Minimum Rent: $6,500.00 LAST MONTH'S Fixed Minimum Rent: $8,481.02 SECURITY DEPOSIT: $29.845.27(3 months-25"'month$9.385.69.26"'month$9,385.69, last month$11,073.89) *I month Security Deposit shall be applied towards the 25"'months rent and I month shall be applied towards the 261"months rent. FLOOR AREA: Approximately 1,463 square feet located on.2876 ac.of land,as outlined on the attached Exhibit"A".All plans subject to Landlord's review. 480 Ocean Ave Page 1 Nicholson Muir Meats,LLC PERMITTED USES: A full service Butcher Shop/Restaurant. RETAIL RESTRICTION LIMIT: huentionalh deleted. RENTAL CONCESSION: Tenant will receive four(4)months,i.e.August,September,October and November 2021 free from payment of Fixed Minimum Rent only. Tenant will pay Operating Expenses and other additional rent amounts in accordance with the Lease during the four(4)month rental concession Period. REAL ESTATE BROKER: COLLIERS INTERNATIONAL SOUTH FLORIDA,LLC ("Landlord's Broker) TENANT'S MINIMUM INSURANCE COVERAGES: Personal Injury: $2,000,000 in the event of injury to any one person. $5,000,000 in the event of any one occurrence. Property Damage: $1,000,000 GUARANTOR(S): JAMES MUIR JENNIFER MUIR MINIMUM HOURS OF OPERATION: Intentionally deleted. 1.2 Exhibits. The exhibits listed in this Section and attached to this Lease by reference and are to be construed as an integral part of this Lease. EXHIBIT A Site Plan. EXHIBIT B Leased Premises EXHIBIT C Three Appraiser Method of Determining Fair Market Rent 1.3 Definitions. Certain terns used in this Lease are defined hereinafter in those Sections in which the same are first mentioned. For convenience,certain other terms are defined in this Section 1.3 as follows: 1.3.1 The tern"Common Area"means those areas ofthe parcels ofreal property depicted on the site plan upon which there is no building constructed including,but not limited to,the entire area outlined in blue on EXHIBIT A as the same may be expanded in the sole discretion of the Landlord. 1.3.2 The temp"Common Area Operating Expenses"is a collective term which means:(a) all costs and expense ofevery kind,nature and description as may be paid or incurred by Landlord during the Lease Term(including appropriate reserves)in operating,insuring,managing,equipping,lighting,repairing, replacing,and maintaining the Common Area,and as may be further defined in Section 1.4 and 5.3,and(b) Taxes applicable to the Leased Premises,as hereinafter defined. 480 Ocean Ave Page 2 Nicholson Muir Meats,LLC 1.3.3 The term"Effective Date"means that date on which the last one of the Landlord and Tenant have executed this Lease and have furnished an unaltered counterpart thereof to the other party.The last one of the Landlord and Tenant to execute this Lease is hereby authorized to insert the last date of execution where indicated in Section 1.1 of this Lease. 1.3.4 The term"Floor Area"means the number of square feet of Floor space in all areas devoted to Tenant's exclusive use and occupancy within the exterior faces of exterior walls(except party walls and interior walls,as to which the center thereof shall be used),including,by way of illustration and not limitation,warehousing or storage areas,mezzanine space(if any),office or clerical areas and employee facilities. 1.3.5 IntentionallN deleted. 1.3.6 The term"Landlord's Work"means the construction obligations of the Landlord under and pursuant to this Lease as set forth in the Exhibit entitled"Landlord's Work",attached hereto and made a part hereof. 1.3.7 The term"Leasable Area"means the aggregate number of square feet of all areas available for exclusive use and occupancy by Occupants of the Leased Premises,measured as set forth in the foregoing Section 1.3.4,whether or not actually occupied and open for business upon the date any particular computation involving"Leasable Area"is made by Landlord pursuant to this Lease. l.3.8 The term"Occupant"means any person,firm,corporation,association or other legal entity entitled to occupy a portion or portions of the Leased Premises under a lease or other arrangement with Landlord. 1.3.9 The term"Rent Commencement Date"means December 1,2021. 1.3.10 Intentionally Omitted. 1.4.0 The term"Common Area"means the entire area depicted on the Site Plan,shown on EXHIBIT A,as the same may be expanded in the sole discretion of the Landlord. 1.4.1 The term"Site Plan"means as set forth in EXHIBIT A, attached hereto and made a part hereof. 1.4.2 The tern "Leased Premises" means the space constituting approximately 1 463 square feet identified on the Site Plan and the Common Area. Prior to the Effective Date,Tenant caused a review to be conducted of the Leased Premises and Tenant; (a) is completely satisfied with the Leased Premises, including the building site,survey,environmental condition,zoning,condition of all building mechanicals,and(b)is completely satisfied with its analysis of the permits required to be obtained by Tenant so that the operation of its business at the Leased Premises fully complies with the requirements of all applicable governmental authorities,and(c)is completely satisfied with its review and analysis of the parking and the compliance of such parking with the requirements of all applicable governmental authorities. Landlord warrants that(to its best knowledge and belief):(a)the equipment and mechanical systems servicing the Leased Premises are,as of the Effective Date,in good working order and condition. 480 Ocean Ave Page 3 Nicholson Muir Meats,LLC ARTICLE II. LEASED PREMISES AND TERM Section 2.1 Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,subject to and with the benefit of the terms,covenants,conditions,and provisions of this Lease certain premises (said premises being outlined on the Site Plan attached hereto as EXHIBIT A,and being referred to in this Lease as the"Leased Premises"),together with the appurtenances specifically granted in this Lease;but excepting and reserving to Landlord the use ofthe exterior thereof(other than the store front of the Leased Premises),the air space above the Leased Premises and roof;and further excepting and reserving to Landlord the right to install,maintain,use,and repair,relocate and replace pipes,ducts,conduits and wires leading through the Leased Premises in locations which do not materially interfere with Tenant's use thereof. Section 2.3 Term and Lease Years. The Lease Term shall begin on the Effective Date. Tenant's obligation to pay the rent herein reserved and other charges specified hereafter shall commence on December 1, 2021 (the"Rent Commencement Date"). The Lease Term shall end as provided in Section 1.1,unless sooner terminated as hereinafter provided.The term"Lease Year"means a period oftwelve(12)consecutive calendar months;the first Lease Year means the period of twelve(12)consecutive calendar months from and after the Rent Commencement Date. Any portion ofthe Lease Term,occurring at the end ofthe Lease Term, which is less than a Lease Year,is herein called"Partial Lease Year". Section 2.4 Option to Extend Lease Term. Provided that the Tenant is not in default of its obligations under this Lease,beyond the expiration ofany applicable cure period,and provided,further,that Tenant is open for business at the Leased Premises for the Permitted Uses(except for closings ofthe business of the Tenant at the Leased Premises for durations attributable to renovation or force majeure events),the Tenant shall have the option (the "Option"), which option is exercisable only in the event that Tenant furnishes written notice ofthe exercise of such option to the Landlord at least one hundred eighty(180)days prior to the end ofthe Lease Term)to extend the term of this Lease from the day next following the tenth 101h anniversary of the Rent Commencement Date until the twentieth (20111) anniversary of the Rent Commencement Date upon the same terms and conditions as are set forth in the Lease,except that Fixed Minimum Rent due and payable to Landlord during the first year of said ten year period is determined by the Three Appraiser Method of Determining Fair Market Rent as outlined in EXHIBIT C u + , cc(Jtlit: in"! t i%<L_ nuIi'w :ch N 0:,s.iclr ii l (I �i D. without notice,or demand and without setoffor deduction(plus for each month the amount of any use or sales tax on said rental imposed by the State of Florida and any other applicable governmental authority)shall be adjusted each year so that the amount of Fixed Minimum Rent due and payable for the following Lease Year shall be in an amount to be 104%ofthe Fixed Minimum Rent due and payable for the year then ended. (i.e,increases of 4.00% per year). ARTICLE III. POSSESSION AND PREPARATION OF THE LEASED PREMISES FOR TENANT'S USE Section 3.1 Landlord's Work. Tenant accepts the Leased Premises in AS-IS condition. Section 3.2 Plans for Tenant's Work:Tenant's Construction. 3.2.1 With the exception of Landlord's work,after having the opportunity to inspect the Leased Premises,Tenant accepts the Leased Premises in"as is-where is"condition with all faults.Within thirty(30)days after the execution of this Lease,Tenant,at Tenant's sole cost and expense,shall cause to be prepared and delivered to Landlord for Landlord's approval,two sets of preliminary plans and specifications 480 Ocean Ave Page 4 Nicholson Muir Meats,LLC ("preliminary plans")for the Tenant's Work. Landlord shall promptly(within three(3)business days of receipt) notify Tenant of the respects, if any, in which said preliminary plans fail to meet Landlord's reasonable approval,and Tenant shall promptly make any revisions necessary to correct such matters and obtain Landlord's approval. Landlord's approval shall be evidenced by Landlord's causing one set of such preliminary plans to be initialed on its behalf and returned to Tenant. 3.2.2 Intentionally omitted. 3.2.3 Tenant shall cause Tenant's Work to be completed strictly in accordance with the initialed working drawings within sixty(60)days after receipt by the Tenant of Landlord's Completion Notice and shall open the Leased Premises for business upon such completion,having theretofore,at its sole expense, completed the equipping,decorating,and stocking of the Leased Premises to the extent necessary to enable it to so open for business. During the period of construction of Tenant's Work,Tenant shall observe and be bound by all the provisions of this Lease except those requiring the payment of Fixed Minimum Rent, Percentage Rent or additional rent. Subject to Section 11.1 1,in the event Tenant fails diligently to complete Tenant's Work as herein provided,Landlord;in addition to its other rights and remedies,may terminate this Lease by written notice to Tenant. All equipment currently on the Premises shall remain the property of the Landlord,however,Tenant may use said equipment and maintain it in good working condition,reasonable wear and tear excepted. Upon approval of Landlord, in the event Tenant replaces any equipment, the replacement equipment shall be the property of the Landlord. In the event of Tenant's default of the Lease, all Tenant's equipment shall remain on the Premises and shall become the property of the Landlord. Section 3.3 Intentionally omitted. ARTICLE IV. RENT,ITS DETERMINATION AND METHOD OF PAYMENT Section 4.1 The Rent and Fixed Minimum Rent. Tenant agrees to pay rent to Landlord,without notice or demand and without setoffor deduction,at the Address of Landlord,or such place as Landlord may by notice to Tenant in writing from time to time direct,at the following rates and times: (a) The Fixed Minimum Rent,payable in advance in equal monthly installments,on the first day ofeach calendar month included in the Lease Term beginning on the Rent Commencement Date(and for any portion ofa calendar month included at the beginning or end ofthe Lease Term,one thirtieth(I/30th) of such a monthly installment for each day of such portion,payable on the first(1 st)day of such portion),plus for each month the amount of any use or sales tax on said rental imposed by the State of Florida and any Federal and Local Government;and (b) For the first Lease Year,the amount of Fixed Minimum Rent shall be as provided in Section 1.1.Oil the first anniversary ofthe Rent Commencement Date and on each subsequent anniversary of the Rent Commencement Date during the Lease Term,the amount of Fixed Minimum Rent shall be adjusted and such adjusted amount shall then be the Fixed Minimum Rent for the following Lease Year.The adjusted Fixed Minimum Rent due and payable for the Second Lease Year and all lease years thereafter,shall be in an amount equal to 103%ofthe Fixed Minimum Rent due and payable for the year then ended. In the event that the Tenant has the option to extend the Term pursuant to Section 2.4 of this Lease and Tenant timely exercises such option,the adjusted Fixed Minimum Rent due and payable for the eleventh I I 1"')Lease Year and all Lease years thereafter,shall be in an amount equal to 103%of the Fixed Minimum Rent due and payable for the Lease Year then ended(i.e.increases of 3.00%per year). 480 Ocean Ave Page 5 Nicholson Muir Meats,LLC The Landlord shall have the right to reconcile all rents billed,paid and/or owed by Tenant during the Lease Term and thereafter submit a final billing to Tenant. Upon receipt thereof,Tenant shall submit payment in frill to Landlord within thirty(30)days. Section 4.2 Additional Rent--Tax Clause. Tenant agrees to pay, as additional rent, the "Taxes applicable to the Leased Premises". The term"Taxes"shall mean and include all taxes,assessments,and other governmental charges, general and special,ordinary and extraordinary,ofany kind and nature whatsoever(other than state sales tax payable with respect to Fixed Minimum Rent and/or Common Area Operating Expenses),including but not limited to impact fees specific to the Tenant's use of the Leased Premises, assessments for public improvements or benefits,which shall during the Lease Term become due and payable,subject only to the following: (a) Franchise,estate,inheritance,succession,capital levy,transfer,income and excess profits taxes imposed upon Landlord shall be excluded. (b) If at any time during the Lease Term a tax or excise on rents or other tax,however described, is levied or assessed against Landlord on account ofthe rent expressly reserved hereunder,as a substitute in whole or in part for taxes assessed on land and buildings or on land or buildings,such tax or excise on rents or other tax shall be included within the definition "Taxes",but only to the extent ofthe amount thereof which is lawfully assessed or imposed as a direct result of Landlord's ownership of this Lease,the Leased Premises or the rentals accruing tinder this Lease. (c) With respect to any assessment which may be levied against or upon the Leased Premises and which under the laws then in force may be evidenced by improvement or other bonds,or may be paid in annual installments,there shall be included within the definition"Taxes"with respect to any tax year only the amount currently payable on such bond for such tax year,or the current annual installment for such tax year. The term"Taxes applicable to the Leased Premises"shall mean all Taxes becoming due and payable in any tax year during the Lease Term with respect to the land and improvements comprising the Leased Premises ifthe Leased Premises are separately assessed.In the event the Leased Premises are not separately assessed but are a part of a larger parcel for assessment purposes(hereinafter referred to as the "larger parcel"). The Taxes applicable to the Leased Premises shall be paid by Tenant, in advance, in monthly installments beginning on the Rent Commencement Date and are included in the Common Area Operating Expenses. In the event that taxing authorities in the locality in which the Leased Premises are located include or calculate,in Taxes,the value of Tenant's machinery,equipment,trade fixtures,tools,stock in trade,inventory or other assets of Tenant,Tenant shall pay all taxes on such items. Tenant shall also pay to Landlord as additional rent the costs and expenses paid or incurred by Landlord during each calendar year ofthe Lease Term for professional and other services(including,but not limited to, reasonable fees and expenses of consultants,attorneys,appraisers and experts)in connection with efforts to secure lower real estate tax assessments or to resist increased assessments.Such costs and expenses shall be 480 Ocean Ave Page 6 Nicholson Muir Meats,LLC determined in accordance with generally accepted accounting principles and allocated to any particular calendar year on the accrual method of accounting.Tenant shall pay such costs and expenses annually upon presentation by Landlord of a statement therefor,and Tenant's share shall be prorated in the event Tenant is required to make such payment for a Partial Lease Year. ARTICLE V.COMMON AREA,ITS USE AND CHARGES Section 5.1 Common Area.Landlord shall make the Common Area available,or cause the Common Area to be made available.Landlord shall(or shall cause the same to be done)operate,manage,equip,light, repair,replace,and maintain the Common Area in such manner as Landlord shall, in its sole discretion, determine. Section 5.2 Use ofthe Common Area.Tenant and its concessionaires,officers,employees,agents, customers and invitees shall have the non-exclusive right(in common with Landlord and all others to whom Landlord and said Occupants have granted or may hereafter grant such rights)to use the Common Area as designated from time to time by Landlord,subject to such reasonable rules and regulations as Landlord may from time to time impose,including the designation of specific areas in which vehicles owned by Tenant,its concessionaires,officers,employees,agents and invitees must be parked at the sole cost and expense ofthe owner ofthe vehicle.Tenant agrees after notice thereof to abide by such rules and regulations and to use its best efforts to cause its concessionaires,officers,employees, agents,customers and invitees to conform thereto.Landlord may at any time close temporarily all or any portion ofthe Common Area to make repairs or changes therein or to effect construction,repairs,or changes within the Common Area,or to prevent the acquisition ofpublic rights in the the Common Area,or to discourage non-customer park in g;and may do such other acts in and to the Common Area as in its judgment may be necessary or desirable to improve the convenience thereof. Tenant shall,upon request,promptly furnish to Landlord the license numbers of the vehicles operated by Tenant and its concessionaires,officers,and employees.Tenant shall not at any time interfere with the rights of Landlord or other Occupants,or the concessionaires,officers,employees,agents, customers,invitees or affiliates of Landlord or of such other Occupants to use any part ofthe Common Area. All vehicles of Tenant,of Tenant's concessionaires,if any,or their respective officers,agents or employees, may be parked only in the employee parking area(s) designated by Landlord at the sole cost and expense of the owner of such vehicle(s). Section 5.3 Charge for Common Area Operating Expenses. This Lease shall be a net lease to Landlord.Tenant shall pay to Landlord in the manner provided in Section 5.4,as additional rent all costs and expense of every kind and nature as may be paid or incurred by Landlord during the Lease Term(including appropriate reserves) in operating, managing, insuring, equipping, lighting, repairing, replacing, and maintaining the Common Area(the "Common Area Operating Expenses") including but not limited to: maintenance and repair; cleaning; costs and expenses of planting,replanting, and replacing flowers and landscaping;water and sewage charges;maintenance ofsigns(other than Tenant signs);repairs,resurfacing and maintenance ofthe parking areas;painting the buildings;line painting;sanitary control;Common Area electricity;maintenance and repair of light poles and fixtures;maintenance and repairofthe sprinkler system; maintenance and repair oftraffic control devices;maintenance and repair ofsewers and drainage;removal of trash,rubbish,garbage and other refuse;the cost of personnel to implement such services and,if Landlord elects to utilize the services of individuals on its payroll or employed by affiliates ofthe Landlord,the charges for such labor will be billed at competitive rates (including amounts that would be charged as premiums if Landlord self-insures any amount of the risks) for liability, property damage, fire, and workmen's compensation insurance; wages; unemployment taxes; social security taxes; assessments attributable to common areas;personal property taxes;fees for required licenses and permits;supplies;operation of loud speakers and any other equipment supplying music to the common areas; reasonable depreciation of 480 Ocean Ave Page 7 Nicholson Muir Meats,LLC equipment used in the operation;but for the purpose of this calculation there shall be excluded depreciation of the original cost of constructing,erecting and installing the building,the common areas,common facilities and related services,and principal and interest payments pursuant to any mortgage on the Leased Premises. Provided,further,that if Landlord should incur capital expenditures respecting the Leased Premises which have the effect of reducing operating costs otherwise includable in the calculation of the charge for use of common areas,such capital expenditures may be recovered by Landlord by including in the charge for use of common areas an annual amount which is the greater of the annual reduction in operating costs or the current depreciation and/or amortization allowable respecting such capital items for Federal tax reporting purposes. Section 5.4 Tenant's Pro Rata Share and Payment.Tenant's costs and expenses referred to in Section 5.3 shall be that of the Leased Premises,including land and improvements. The annual pro rata charge to Tenant shall be paid in monthly installments on the first day of each calendar month beginning on the commencement of the Lease Term(prorated for any fractional month)in advance,in an amount estimated by Landlord.Within ninety(90)days after the end of each calendar year, Landlord shall furnish to Tenant a statement in reasonable detail of the actual costs and expenses paid or incurred by Landlord in accordance with Section 5.3 during the preceding calendar year with respect to the Leased Premises, prepared by Landlord's accountant in accordance with generally accepted accounting principles consistently applied,and thereupon there shall be an adjustment between Landlord and Tenant, with payment to or repayment by Landlord,as the case may require,to the end that Landlord shall receive the entire amount of Tenant's costs and expenses for such period and no more. Any required repayment by Landlord may be accomplished,at Landlord's option,by crediting the amount of overpayment against rent and other charges which may be or become owed by Tenant.Such statement shall be conclusive between the parties. ARTICLE VI.UTILITIES AND SERVICES Section 6.1 Utilities in General.Commencing on the Lease Term,Tenant shall promptly pay for all public and other utilities and related services rendered or furnished to the Leased Premises during the Lease Term,including,but not limited to,water,gas(if provided),electricity,telephone,and sewer charges,and the costs of any repairs of facilities and equipment used in providing such utilities and services necessitated by Tenant's action. Landlord may install registering meters and collect any and all charges aforesaid from Tenant,making returns to the proper public utility company or governmental nut,provided that Tenant shall not be charged more than the rates it would be charged for the same service if furnished directly to the Leased Premises by such companies or governmental units unless so required by such companies or governmental units. if Landlord should elect to supply water, gas, steam, or electricity, Tenant shall purchase its requirements for such utilities from Landlord. Section 6.2 Discontinuance of Service for Non-Payment. Payment for any and all water,gas(if provided),electricity,sewer charges and telephone used by Tenant and furnished by Landlord shall be made monthly(or at such shorter intervals as Landlord is billed for its utilities purchases)and within ten(10)days of the presentations of bills by Landlord to Tenant.In addition to other remedies available to Landlord,Landlord may cut off and discontinue,without notice to Tenant, water,gas,electricity,or any other service whenever and during any period for which bills for the service,or rent,are not properly paid by Tenant. Section 6.3 Interruption of Utility Service.The interruption or impairment of any utility or related service pursuant to Section 6.2 or caused or necessitated by repairs,improvements or hazards or occurrence 480 Ocean Ave Page 8 Nicholson Muir Meats,LLC beyond Landlord's control,shall not give Tenant any claim for damages against Landlord nor any right to abate its rent and other obligations hereunder. ARTICLE VII.LANDLORD'S ADDITIONAL COVENANTS AND LANDLORD'S TITLE Section 7.1 Repairs by Landlord.Landlord covenants to keep or cause to be kept the foundations,the roof and the structural soundness ofthe floors and exterior walls(excluding the interior surface of exterior walls and all windows,doors and glass)ofthe Leased Premises in good order,repair and condition,except as affected by any Occupant's work,unavoidable delays as provided in Section 1 1.1 1,and any act of Tenant,its agents, employees or contractors. Landlord shall not be required to commence any such repair until a reasonable time after written notice from Tenant that the same is necessary. The foregoing specific obligations ofthe Landlord shall be the sole repair,maintenance and replacement obligations ofthe Landlord with respect to the Leased Premises and Landlord shall not be obligated to make any other repairs, replacements or improvements of any kind upon the Leased Premises,or upon any equipment,facilities or fixtures contained therein; such repairs, replacements or improvements, including repairs for which the Landlord is not responsible pursuant to the preceding sentence,shall be the sole responsibility of Tenant as provided in Article VIII. Tenant shall insure that the HVAC unit shall have an annual maintenance program at the sole cost and expense of the Tenant. The provisions of this Section shall not apply in the case of damage or destruction by fire or other casualty or by Eminent Domain,in which event the obligations of Landlord shall be controlled by Article IX. Section 7.2 Subordination. 7.2.1 This Lease shall be subject and subordinate to any mortgages now a lien upon the Leased Premises,and to any or all advances to be made thereunder,and to the interest thereon,and all renewals, replacements,consolidations and extensions thereof.This Lease shall also be subject and subordinate to any mortgages which may hereafter encumber the Leased Premises and to any or all advances to be made thereunder,and to the interest thereon,and all renewals,replacements,consolidations and extensions thereof, provided the mortgagee(s)named in said mortgage(s)shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default;provided,however,that such mortgagee(s)shall not be liable for any accrued obligation of Landlord, or for any act or omission of Landlord, whether prior to or after such mortgagee(s)becomes the owner ofthe Leased Premises and such mortgagee(s)shall not be subject to any offsets of counterclaims which shall have accrued to Tenant against the Landlord prior to the date upon which such mortgagee(s)becomes the owner ofthe Leased Premises.Further,Landlord agrees to notify any such mortgagee(s)of any default by Landlord hereunder which would entitle Tenant to cancel this Lease or abate the rents, additional rents or other sums payable hereunder, and agrees that, notwithstanding any of the provisions hereof to the contrary, no notice of cancellation of this Lease shall be effective unless such mortgagee(s)shall have received notice ofthe default giving rise to such cancellation and shall have failed within sixty(60)days after the receipt of such notice to cure such default,or if such default cannot be cured within sixty(60)days shall have failed within sixty(60)days after receipt ofsuch notice to commence and to thereafter diligently pursue any action necessary to cure such default.Upon the request of Landlord,Tenant shall execute an instrument, in recordable form, evidencing its agreement to the foregoing terms and provisions. 7.2.2 Any mortgagee may elect to have this Lease prior in right to its mortgage,and in the event of such election,and upon notification by such mortgagee to Tenant to that effect,this Lease shall be deemed to have priority over the lien of such mortgage,whether this Lease is dated prior to or subsequent to the date of recording ofsuch mortgage,and the Tenant shall execute and deliver whatever instruments may be required to make this Lease prior to such mortgage,and in the event Tenant fails so to do within ten(10)days after 480 Ocean Ave Page 9 Nicholson Muir Meats,LLC demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact and in its name,place and stead so to do. 7.2.3 Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right or election to terminate this Lease or to surrender possession ofthe Leased Premises in the event any proceeding for foreclosure or otherwise is brought by any mortgagee and agrees that this Lease shall not be adversely affected in any way whatsoever by any such proceeding.Tenant agrees in the event any proceedings are brought for the foreclosure of any mortgage to attorn to the purchaser upon any such foreclosure sale and to recognize such purchaser as the Landlord under this Lease. Section 7.3 Quiet Enjo ny lent. Landlord covenants and agrees that Tenant,subject to the terms and provisions of this Lease,on payment ofthe Fixed Mininuun Rent,additional rent and observing,keeping and performing all of Tenant's covenants,shall lawfully,peaceably and quietly have,hold,occupy and enjoy the Leased Premises and any appurtenant rights granted to Tenant under this Lease during the Lease Term without hindrance or ejection by Landlord or any persons lawfully claiming under Landlord,subject to the other terms and conditions ofthis Lease,and subject to all mortgages,underlying leases and other matters of record to which this Lease is or may become subject and subordinate. Section 7.4 Attornment. Tenant covenants and agrees that if by reason of a default under any underlying lease,mortgage,security instrument or otherwise,the estate of Landlord in the Leased Premises is terminated, Tenant will attorn to the transferee of Landlord's interest in the Leased Premises and will recognize such transferee as Tenant's landlord under this Lease.in the event such transferee shall transfer its interest as landlord under this Lease,Tenant covenants and agrees it will attorn to such transferee and will recognize such transferee as Tenant's landlord under this Lease.Tenant agrees to execute and deliver,at any time and from time to time,upon the request of Landlord or of any mortgagee or holder of any indebtedness secured by such mortgage,or the transferee of Landlord's interest to whom Tenant has previously attorned, any instrument which may be necessary or appropriate to evidence any such attornment and Tenant hereby irrevocably appoints Landlord or the lessor under an underlying lease or any transferee as aforesaid,the attorney-in-fact of Tenant to execute, acknowledge and deliver for and on behalf of Tenant any such instrument.Tenant further waives the provision of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Leased Premises in the event any proceeding is brought by the mortgagee or holder of such indebtedness and agrees that this Lease shall not be adversely affected in any way whatsoever by any such proceeding. ARTICLE VIII.TENANT'S ADDITIONAL COVENANTS Section 8.1 Affirmative Covenants. Tenant covenants at its expense at all times during the Lease Term and such further time as Tenant occupies the Leased Premises or any part thereof pursuant to the terms of this Lease: 8.1.1 To perform promptly all of the obligations of Tenant set forth in this Lease and in the Exhibits attached hereto;and to pay when due all rents,charges,costs and other sums(all of which shall be deemed to be additional rent)which by the terms of this Lease are to be paid by Tenant. 8.1.2 To use the Leased Premises only for the Permitted Uses;to operate its business in the Leased Premises only under Tenant's Trade Name set forth in Section 1.1;to conduct its business at all times in accordance with this Lease and to help establish and maintain a high reputation for the Leased Premises;to use storage and office space included in the Leased Premises only in connection with the business conducted 480 Ocean Ave Page 10 Nicholson Muir Meats,LLC by Tenant in the Leased Premises;to furnish and install all trade fixtures and permitted signs;to carry a full and complete stock of seasonal merchandise;and to maintain adequate trained personnel for efficient service to customers.To maintain the decor and fixturing ofthe Leased Premises,and the merchandise and operation of Tenant's business consistent with the operation of a"first-class","high-quality","fashionable"store or business as those standards of operation may be interpreted from time to time(as opposed to "general", "promotional"or"self-service"store orb usiness).Tenant shall operate its business at the Leased Premises in a respectable, reputable, tasteful, competent and dignified manner and its reputation as a dignified and desirable place to patronize.The description of the standards of operation of the business conducted in the Leased Premises as"first class","high quality"and"fashionable"as opposed to"general","promotional"or "self-service"is intended only as a description ofthe general quality ofthe merchandise or services Tenant may sell and the general quality of customer service, merchandising, fixturing and decor Tenant must maintain in the operation ofthe Leased Premises. The foregoing description is not intended by Landlord and will not be enforced to affect the retail selling price of Tenant's merchandise or services. Tenant shall maintain an"A"standard ofappearance and interior decor as determined by Landlord in its sole opinion. 8.1.3 Intentionally omitted. 8.1.4 To store in the Leased Premises only such merchandise as is to be offered for sale at retail within a reasonable time after receipt;to store all trash and refuse in appropriate containers within the Leased Premises and to attend to the daily disposal thereof in a manner approved by Landlord(and ifTenant shall fail to do so, Landlord may arrange for such disposal and the cost thereof shall be reimbursed by Tenant to Landlord upon demand,plus a handling charge of Twenty Five Dollars($25.00)per invoice,all of which shall be additional rent under this Lease);to keep all drains inside the Leased Premises open;to receive and deliver goods and merchandise only in the manner and areas designated by Landlord;and to conform to all reasonable rules and regulations which Landlord may make. 8.1.5 intentionally omitted. 8.1.6 To make all repairs,alterations,additions or replacements to the Leased Premises,including equipment,facilities,signs and fixtures therein and thereon,required because of Tenant's use thereof by any law of ordinance or any order or regulation of any public authority having jurisdiction;to keep the Leased Premises equipped with all safety appliances so required because of such use;to procure any licenses and permits required for any such use; and to comply with the orders and regulations of all governmental authorities having jurisdiction over the Leased Premises. 8.1.7 To pay promptly when due the entire cost of any work on the Leased Premises,including equipment,facilities,signs,and fixtures therein,undertaken by Tenant,so that the Leased Premises shall at all times be free of liens for labor and materials;to procure all necessary permits before undertaking such work; to perform such work in a good and workmanlike manner acceptable to Landlord,employing materials of good quality;to comply with all governmental requirements,including,without limitation,the payment of any impact fees;and to save Landlord harmless and indemnified from all injury,loss,claims or damage to any person or property occasioned by or growing out of such work. 8.1.8 To save Landlord harmless and indemnified from all injury,claims or damage to any person or property while on the Leased Premises unless(subject to Section 1 1.12)caused by the gross negligence of Landlord,to save Landlord harmless and indemnified from all injury,loss,claims or damage to any person or property anywhere occasioned by any act,omission,neglect or default of Tenant,its agents,employees,and contractors; to maintain in responsible companies qualified to do business in Florida and approved by Landlord public liability insurance covering the Leased Premises insuring Landlord as well as Tenant with 480 Ocean Ave Page 11 Nicholson Muir Meats,LLC limits at least equal to those stated in Section 1.1 and workmen's compensation insurance covering all of Tenant's employees working in the Leased Premises,and to deposit promptly with the Landlord certificates for such insurance bearing the endorsement that the policies will not be canceled or reduced in scope of coverage or amount of coverage until thirty (30)days after written notice to Landlord. To maintain in responsible insurance companies qualified to do business in Florida and approved by Landlord,plate glass insurance covering all exterior glass in the Leased Premises and fire insurance with such extended coverage endorsements as Landlord may from time to time require covering all of Tenant's stock and furnishings and all fixtures, air conditioning, lighting, floor coverings and equipment in the Leased Premises and all subsequent alterations or additions thereto(even ifsuch work is reimbursed in whole or part by Landlord),to the extent of at least eighty percent(80%)of their replacement cost(determined annually)and naming Landlord as an additional insured as its interest may appear, and to deposit promptly with Landlord certificates for such insurance bearing endorsement that the policies will not be canceled or reduced in scope of coverage or amount of coverage until after thirty(30)days'written notice to Landlord. If Tenant fails to maintain any of the insurance coverage specified, Landlord may obtain such coverage and charge the premium therefor to Tenant as additional rent hereunder. 8.1.9 To waive all claims for damage to persons or property sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Leased Premises or the building ofwhich it is a part,including but limited to claims for damage resulting from:(a)any equipment or appurtenances becoming out of repair;(b)injury done or occasioned by wind;(c)any defect in or failure of plumbing,heating or air conditioning equipment,electric wiring or insulation thereof,gas(ifprovided),water and steam pipes,stairs railings or walks;(d)broken glass;(e)the backing up ofany sewer pipe or downspout; (f)the bursting,leaking or running of any tank,tub,washstand,water closet,waste pipe,drain or any other pipe or tank in,upon or about such building or the Leased Premises;(g)the escape of steam or hot water;(h) water, snow or ice being upon or coming through the roof, skylight, trapdoor, stairs, doorways, show windows,walks or any other place upon or near such building or the Leased Premises or otherwise;(i)falling ofany fixture,plaster,tile or stucco;and 0)any act,omission or negligence of co-tenants,licensees or any other persons or occupants of said building or of adjoining or contiguous buildings or of owners or lessees of adjacent or contiguous property. 8.1.10 To permit Landlord and its agents to enter the Leased Premises at reasonable times for the purpose of inspecting the same or of making repairs to said building which is a part,and to show the Leased Premises to actual or prospective purchasers,lenders and tenants. 8.1.11 To pay on demand Landlord's expenses, including reasonable attorneys' fees incurred (whether or not suit is brought and ifbrought,at trial and on appeal)in enforcing any obligation ofthe Tenant under this Lease or in curing any default by Tenant under this Lease. 8.1.12 At the termination of this Lease,peaceably to give up and surrender the Leased Premises, including all alterations and additions made by Tenant and all fixtures permanently attached to the Leased Premises during the Lease Term,except fixtures as Landlord shall direct Tenant to remove; the Leased Premises and improvements to be in good order,repair and condition. If termination should occur by virtue ofany provision of Section 10.1,Tenant shall,additionally,yield up and surrender,if Landlord so directs,all equipment and furnishings,in any way bolted or otherwise attached to the Leased Premises,and all such equipment and furnishings shall become the property of Landlord. Tenant shall,at the time of termination, remove its goods,effects and fixtures which Tenant is directed or permitted to remove in accordance with the provisions of this Lease and shall make any repairs to the Leased Premises necessitated by such removal, leaving the Leased Premises clean and tenantable. Should Tenant fail to remove any of such goods,effects and fixtures, Landlord may have them removed, forcibly, if necessary,and store the same in any public 480 Ocean Ave Page 12 Nicholson Muir Meats,LLC warehouse at the risk of Tenant;the expense of such removal,storage and reasonable repairs necessitated by such removal shall be borne by Tenant or promptly reimbursed by Tenant to Landlord. 8.1.13 Intentionally omitted. 8.1.14 Upon the request of Landlord, to execute and deliver all such instruments as may be appropriate to evidence the subordination or superiority of this Lease in accordance with the provisions of Section 7.2. 8.1.15 Intentionally omitted. 8.1.16 To remain fully obligated under this Lease notwithstanding any assignment or sublease,or any indulgence,granted by Landlord to Tenant or to any assignee or sublease. 8.1.17 To obtain all permits or licenses necessary to conduct business and to pay all taxes upon its merchandise,stock,fixtures,equipment and leasehold improvements in the Leased Premises. 8.1.18 Intentionally deleted. 8.1.19 If any payment due Landlord shall not be paid within five(5)days of the date when due, Tenant shall pay,in addition to the payment then due,an administrative charge equal to the greater of(a)five percent(5%)of the past due payment;or(b)$250. All payments due Landlord shall bear interest at the lesser of: (a)eighteen percent(18%)per annum, or(b)the highest rate of interest permitted to be charged by applicable law,accruing from the date the obligation arose through the date payment is actually received by Landlord. If any check given to Landlord for any payment is dishonored for any reason whatsoever not attributable to Landlord,in addition to all other remedies available to Landlord,upon demand,Tenant will reimburse Landlord for all insufficient funds,bank,or returned check fees,plus an administrative fee not to exceed the maximum amount prescribed by Section 68.065, Florida Statutes. In addition,Landlord may require all future payments from Tenant to be made by cashier's check from a local bank or by Federal Reserve wire transfer to Landlord's account. If any part of the rent or additional charges shall remain due and unpaid for fifteen(15)days next after the same shall become due and payable,Landlord shall have the option of declaring the balance of the entire term of this Lease to be immediately due and payable,and Landlord may then proceed to collect all of the unpaid rent called for by this Lease by distress or otherwise. 8.1.20 Tenant agrees to fully comply with such reasonable rules and regulations as Landlord may from time to time impose or promulgate with respect to the use and occupancy of the Leased Premises by the Tenant and its employees,agents,contractors and invitees who use,occupy or enter the Leased Premises. 8.1.21 Food Services.Tenant shall comply with all Health Department and other governmental rules and regulations applicable to Tenant's operations in the Premises and shall promptly(a)furnish or cause to be furnished to Landlord copies of all Health Department and other governmental reports,notices,and citations issued with respect to the Premises,and(b)immediately cure or otherwise eliminate all deficiencies and violations noted by the Health Department and other governmental authorities. If Tenant does not properly dispose of its refuse,Landlord may have the area cleaned and Tenant shall pay all cleaning charges incurred by Landlord,plus an administrative fee equal to the greater of$50 or 20%of the cleaning charges. Tenant must maintain a"93"or better(or equal rating)with the Palm Beach County Health Department or successor governing agency. 480 Ocean Ave Page 13 Nicholson Muir Meats,LLC 8.1.22 Exhaust Equipment. Tenant shall maintain all exhausts, filtering, or other devices (the "Exhaust Equipment")so as to prevent odors from emanating from the Premises.Tenant shall continuously operate the Exhaust Equipment during all hours of operation of Tenant's business in the Premises,and shall maintain and repair(or,if necessary,replace)the Exhaust Equipment in good working order at all times at Tenant's sole cost.Tenant shall have the filters in the hoods for food-processing exhaust systems removed weekly and washed,and shall have the hoods,exhaust ducts,and roof-mounted containment systems cleaned a minimum of once every 6 months,or as designated by Landlord.In the event Landlord notifies Tenant in writing that odors are emanating from the Premises,Tenant shall,within 3 days after notice from Landlord, continence in good faith to install such other reasonable control devices or procedures,at Tenant's expense,as are reasonably required to eliminate such odors within a reasonable time,not to exceed 7 days.If Tenant fails to take such action,Landlord may,in its sole discretion(i)cure such failure at Tenant's expense,or(ii)treat such failure to eliminate such odors as a default under this Lease Section 8.2 Negative Covenants. Tenant covenants at all times during the Lease Term and such further time as Tenant occupies the Leased Premises or any part thereof pursuant to the terms of this Lease: 8.2.l Not to injure,overload,deface or otherwise harm the Leased Premises or any part thereof or any equipment or installation therein;nor commit any nuisance;nor permit the emission ofany objectionable noise or odor,nor burn any trash or refuse;nor make any use of the Leased Premises or ofany part thereof or equipment therein which is improper,offensive or contrary to any law or ordinance or to reasonable rules and regulations of Landlord as such may be promulgated from time to time,or which will invalidate or increase the cost ofany of Landlord's insurance over a standard mercantile rate;nor use any advertising medium that may constitute a nuisance,such as loudspeakers,sound amplifiers,phonographs,radios,television or tape recorders in a manner to be heard outside the Leased Premises;nor conduct any auction,fire,"going out of business", "close-out", bankruptcy or similar sales;not do any act tending to injure the reputation of the Leased Premises;nor sell or display merchandise on,or otherwise obstruct,the driveways,walks,courts, parking area and other areas within the Common Area;nor permit Tenant's officers or employees to use any parking areas other than those designated by Landlord for such use;nor use the courts and walks for any purpose other than pedestrian traffic;nor use the Leased Premises for the handling,storage,transportation,or disposal of hazardous or toxic materials or wastes and the Tenant agrees to indemnify,defend and hold Landlord harmless from and against any loss,cost,damage or expense incurred or suffered by Landlord, including without limitation attorneys'fees and any costs of cleanup or compliance incurred by the Landlord as a result ofor arising out ofthe handling,storage,transportation,or disposal of hazardous or toxic materials or wastes by the Tenant at or in the immediate vicinity of the Leased Premises. 8.2.2 Not to make any alterations or additions to the Leased Premises,nor permit the making of any holes in the walls,partitions,ceilings or floors thereof,nor permit the painting or placing ofany exterior signs,interior illuminated signs,pennants,aerials,antennas,or the like therein or thereon;nor attach or place signs,price tags,placards or other advertising media or other objects including merchandise near or on the windows which are,in the opinion of the Landlord,inconsistent with the general appearance and conduct of the Leased Premises. If in Landlord's judgment any signs or other advertising media utilized by Tenant are injurious to the character of the Leased Premises,or are objectionable to Landlord,the same shall be removed forthwith upon demand of Landlord,and if Tenant shall fail to do so,Landlord may enter upon the Leased Premises and remove the same,charging the cost of removal to Tenant as additional rent. 8.2.3 Not to operate any coin ortoken operatingvending machines or similar device forthe sale of any goods,wares,merchandise,food,beverages,or services,including but not limited to,pay telephones,pay lockers, pay toilets, scales, amusement devices and machines for the sale of beverages, foods, candy, 480 Ocean Ave Page 14 Nicholson Muir Meats,LLC cigarettes or other commodities,without the prior written consent of Landlord,which consent Landlord may grant or withhold in its absolute discretion. 8.2.4 Not to assign,sell,mortgage,pledge or in any manner transfer this Lease or any interest therein,or sublet or license the Leased Premises or any part or parts thereof,or permit occupancy of al I or any part thereof by anyone with,through or under it,without the prior written consent of Landlord,which consent may If Landlord grants any consent under and pursuant to this Section 8.2.4,any Deleted:be arbitrarily withheld costs incurred by Landlord relating to such assignment,subletting or licensing shall be paid by Tenant to Landlord promptly upon demand.If Landlord grants such permission for assignment,subletting or licensing, such assignment, subletting or licensing: (a) shall be subject to each and every stipulation, agreement, condition and covenant contained and set forth herein, and (b) shall be consummated pursuant to documentation which provides that Tenant shall pay to Landlord as additional rent,without affecting in any way the other obligations of the Tenant under this Lease, all sums or other economic consideration: (i) received by Tenant as a result of an assignment, subletting or licensing (other than the rental or other payments which are attributable to the amortization over the term of this Lease of the cost of non-building standard leasehold improvements which are part ofthe assigned,sublet or licensed Leased Premises and have been paid for by Tenant),whether or not denominated rentals under the assignment,sublease or license,and (ii)which exceed in total the sums which Tenant is obligated to pay Landlord as Fixed Minimum Rent under this Lease. The failure or inability of the assignee, subtenant or licensee to pay Tenant pursuant to the assignment,sublease or license will not relieve Tenant from its obligations to Landlord pursuant to this Section 8.2.4. Tenant agrees that it will not amend the documents executed in connection with the assignment,sublease or license in such a manner as to reduce or delay payment of amounts payable by the assignee,subtenant or licensee or in such a manner which otherwise hinders or frustrates the right of the Landlord to receive such excess stens paid to the Tenant by the assignee,subtenant or licensee.Provided, further,that Landlord shall have the option(without any duty or obligation whatsoever to do so), upon Tenant's request to assign,sublet,or license the Leased Premises,of recapturing the Leased Premises. If Landlord elects to recapture the Leased Premises,Landlord shall provide Tenant with written notice of such election. Said notice shall provide for a date of termination,which shall not be less than thirty(30)days nor more than sixty(60)days following said notice.Notwithstanding the foregoing or any stipulation,agreement, condition and covenant contained and set forth herein to the contrary,corporate and inter-company transfers shall not require the consent of Landlord nor shall Landlord have any recapture right in connection therewith. Notwithstanding any assignment or subletting,Tenant shall remain liable under the Lease. 8.2.5 Not to permit(a)the extermination of vermin to be performed in,on,or about the Leased Premises except by a person or company, if any,approved by Landlord; or(b)laundry accumulated in Tenant's operations or on the Leased Premises to be collected and serviced except by a person or company,if any,approved by Landlord;or(c)window cleaning and janitorial services in and for the Leased Premises to be performed except by its own employees or an outside person or company approved by Landlord;or(d) such work as is performed by or on behalfoflhe Tenant on the exterior of the Leased Premises in connection with the cleaning, maintenance and upkeep thereof to be performed except during reasonable hours designated from time to time for such purposes by Landlord. 8.2.6 Not to change the exterior color or architectural features of the Leased Premises or of the building of which it is a part,or any part thereof. 8.2.7 Not to permit to be created or to remain undischarged and to indemnify Landlord against,any lien,encumbrances or charge to be filed against the Leased Premises or any part thereof or the income therefrom by reason of any work, labor, services or materials performed at or furnished to the Leased Premises,to the Tenant,or to anyone holding the Leased Premises through or under Tenant,and not to suffer 480 Ocean Ave Page 15 Nicholson Muir Meats,LLC any other matter or thing whereby the estate,right and interest ofthe Landlord in the Leased Premises or any part thereof may be impaired. Notice is hereby given that Landlord shall not be liable for any work or materials furnished to Tenant on credit and that no mechanic's or other lien for any such work or materials shall attach to or affect Landlord's interest in the Leased Premises based on any work or material supplied to Tenant or anybody claiming through Tenant. The Tenant hereby acknowledges that the Landlord shall record a notice pursuant to Section 713.10(2),Florida Statutes,which will provide that the interest ofthe Landlord shall not be subject to liens for improvements made by the Tenant. Should Tenant receive written notice of such a lien having attached to Landlord's interest,Tenant shall forthwith take such action by bonding or otherwise as will remove or satisfy such lien. If the Tenant shall fail to cause such lien to be discharged within ten(10)days after being notified ofthe filing thereof and before j udgment or sale thereunder,then,in addition to any other right or remedy of the Landlord, the Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by the Landlord,and the amount so paid by the Landlord and/or all costs and expenses,including interest and reasonable attorneys'fees,incurred by the Landlord in procuring the discharge ofsuch lien,shall be deemed to be additional rent for the Leased Premises and shall be due and payable by the Tenant to the Landlord on the first day ofthe next following month. 8.2.8 Not to use the Leased Premises for any unlawful purpose whatsoever. 8.2.9 Not to use or occupy the Leased Premises or permit the Leased Premises to be used or occupied,nor to do or permit anything to be done in or on the Leased Premises,in a manner which will in any way violate any certificate of occupancy issued with respect to the Leased Premises. ARTICLE IX. DAMAGE AND DESTRUCTION;CONDEMNATION Section 9.1 Fire or Other Casualty. In the event the Leased Premises should be damaged to an extent which shall be twenty-five percent(25%)or less ofthe replacement cost ofthe Leased Premises,by: (a) fire, or(b) explosion or casualty or occurrence covered by Landlord's insurance, the damage shall promptly be repaired by Landlord at Landlord's expense provided that Landlord shall not be obligated to expend for such repair an amount in excess ofthe insurance proceeds recovered or recoverable as a result of such damage;but Tenant,and not Landlord,shall repair all damage to property or replace such property which it is obligated to insure under Section 8.1.8. In the event that(a)the Leased Premises should be damaged by any occurrence not covered by Landlord's insurance,or(b)the Leased Premises should be damaged to the extent of nnore than twenty-five percent(25%)ofthe cost or replacement thereof,or(c)ifthe damage occurs during the last two Lease Years of the Lease Term,Landlord may elect either to repair or rebuild the Leased Premises or the building or buildings or to terminate this Lease upon giving notice ofsuch election in writing to Tenant within ninety(90) days after the happening of the event causing the damage. If Landlord elects to repair or rebuild,Tenant shall repair all damage to property or replace such property which it is obligated to insure under Section 8.1.8. If the casualty,repairing,or rebuilding shall render the Leased Premises untenantable,in whole or in part,a proportionate abatement of the Fixed Minimum Rent shall be allowed from the date when the damage occurred until the date Landlord completes the repairs or rebuilding or, in the event Landlord elects to temninate this Lease,until said date of termination,which shall be not less than thirty(30)days nor more than sixty(60)days after said notice,said proportionate abatement to be computed on the basis of the relation which the amount of Floor Area ofthe Leased Premises rendered untenantable bears to the Floor Area ofthe Leased Premises immediately prior to the date of such damage. 480 Ocean Ave Page 16 Nicholson Muir Meats,LLC Notwithstanding any provision to the contrary contained above,Tenant hereby acknowledges that the terms and provisions of any mortgage encumbering the Leased Premises shall govern and control with respect to the disbursements of insurance proceeds for the repair of the Leased Premises and, in the event such provisions are in conflict with the terms hereof,the provisions of such mortgage shall control. Section 9.2 Eminent Domain. If,after the execution and before termination of this Lease,the entire Leased Premises shall be taken by eminent domain or destroyed by the action ofany public or quasi- public authority,or in the event of conveyance in lieu thereof,the Lease Term shall cease as of the day possession shall be taken by such authority,and Tenant shall pay rent up to that date with an appropriate refund by Landlord of such rent as shall have been paid in advance for a period subsequent to the date of the taking of possession. Subject to the provisions of the fourth paragraph of this Section 9.2,if less than twenty-five percent (25%)of the Floor Area of the Leased Premises shall be so taken or conveyed,as of the day of this Lease shall cease only as respects the parts so taken or conveyed,from the day possession shall be taken,and Tenant shall pay rent to that date with an appropriate refund by Landlord of such rent as may have been paid in advance for a period subsequent to the date of the taking of possession,and thereafter the Fixed Minimum Rent shall be equitably adjusted. Landlord shall at its expense make all necessary repairs or alterations so as to constitute the remaining premises a complete architectural unit. Subject to the provisions ofthe fourth paragraph ofthis Section 9.2,if more than twenty-five percent (25%)of the Floor Area of the Leased Premises shall be so taken or conveyed,then the Lease Term shall cease only as respects the part so taken or conveyed,from the day possession shall be taken,and Tenant shall pay rent to that date with an appropriate refund by Landlord of such rent as may have been paid in advance for a period subsequent to the date of the taking of possession, but either party shall have the right to terminate this Lease upon notice in writing within thirty(30)days after such taking of possession. If neither Landlord nor Tenant so terminates,all of the terms herein provided shall continue in effect except that the Fixed Minimum Rent shall be equitably adjusted,and Landlord shall make all necessary repairs or alterations so as to constitute the remaining premises a complete architectural unit. If more than fifty percent(50%)of the Leasable Area of the building in which the Leased Premises are located,or if all or substantially all of the parking area shall be taken or conveyed,and in any such case whether or not the Leased Premises or any part thereof is taken or conveyed,Landlord may,by notice in writing to Tenant,delivered on or before the day of surrendering possession to the authority,terminate the Lease and the Fixed Minimum Rent shall be paid or refunded as of the date of termination. All compensation awarded for any such taking or conveyance,whether for the whole or a part of the Leased Premises,shall be the property of Landlord,whether such damages shall be awarded as compensation for diminution in the value of the leasehold or of the fee or any underlying leasehold interest in the Leased Premises,and Tenant hereby assigns to Landlord all of Tenant's right,title and interest in and to any and all such compensation;provided,however,that Tenant shall be entitled to any portion of the award allocable to Tenant's stock and trade fixtures. Notwithstanding anything contained and set forth in this Section 9.2 to the contrary,the Tenant may maintain its own independent action for any and all losses Tenant incurs as a result of any eminent domain proceeding and shall be entitled in full to any compensation awarded to Tenant as a result of any such proceeding. 480 Ocean Ave Page 17 Nicholson Muir Meats,LLC ARTICLE X. TERMINATION FOR DEFAULT OR INSOLVENCY AND REMEDIES OF LANDLORD Section 10.1 Tenant's Default. Tenant shall be in default of this Lease,and Landlord shall have the remedies set forth in this article,upon the occurrence of any of the following: (a) if Tenant shall neglect or fail to perform or observe any of Tenant's obligations and if such neglect or failure shall continue, in the case of rent or additional rent,for more than five(5)days after due date,without notice,or in any other case after notice and such reasonable time period in which Landlord shall demand the breach be cured, which cure period shall in no event be longer than thirty (30) days (provided Landlord will not have to give notice if a violation is repeated within one(1)year after the giving of a notice); or (b) ifthe leasehold hereby created shall be taken on execution or by other process of law; or (c) if any assignment shall be made of Tenant's or any guarantor's property for the benefit of creditors;or (d) if a receiver,guardian,conservator,trustee in bankruptcy or similar officer shall be appointed to take charge of all or any part of Tenant's or a guarantor's property by a court of competent jurisdiction;or (e) if a petition (including without limitation, a petition for reorganization or arrangement)is filed by or against Tenant ora guarantor under any bankruptcy law and the same shall not be dismissed within thirty(30)days from the date upon which it is filed;or (f) in the event that the Tenant shall file any"Contest". A"Contest"means any action or proceeding,or motion,pleading or other paper in connection with any voluntary or involuntary petition for relief under the United States Bankruptcy laws or any state law relating to reorganization, insolvency, liquidation,winding up or similar debtor relief law,contesting the rights ofthe Landlord under or pursuant to this Lease,provided,however,that any assertion by Tenant that the Landlord is in default hereunder shall not constitute a Contest so long as such dispute is a bona fide dispute over the existence of a default by the Landlord hereunder and provided further, that all monetary and non-monetary obligations of the Tenant hereunder shall remain in full force and effect without diminution or abatement during the pendency of any action or proceeding in connection with this Lease. A"bona fide dispute over the existence of a default by the Landlord hereunder"means only a dispute over whether under the written terms of this Lease a required performance,act or tern has occurred,is due or has been satisfied,or alternatively,was directly waived or prevented from occurring by any affirmative act of Tenant. Section 10.2 Landlord's Remedies. Upon any default by Tenant,Landlord shall have the following rights,options and privileges,along with any and all other remedies available at law or in equity,which shall be cumulative and not exclusive each unto the other unless otherwise indicated. 480 Ocean Ave Page 18 Nicholson Muir Meats,LLC (a) Landlord may recover against Tenant,as agreed upon liquidated damages for loss of the bargain and not as a penalty, a sum equal to the aggregate total of(i) all Fixed Minimum Rent and all additional rent and sums then due and owing, and (ii) the product obtained by multiplying the Fixed Minimum Rent for the month when Tenant defaulted by the number of months and fractional months which would have constituted the balance ofthe Lease Term,together with all of the Landlord's costs and attorney's fees,paralegal's fees and litigation expenses through all trial and appellate levels. (b) In the alternative to(a),Landlord may collect all rent,additional rent and other monies due from Tenant through that date on which a replacement tenant commences paying rent, together with collecting all costs incurred by Landlord in attempting to relet and reletting the Leased Premises,including but not limited to advertisements,brokerage commissions,remodeling and allowances and improvements for the replacement tenant. This subsection does not obligate Landlord to seek a replacement tenant. (c) To re-enter and re-take the Leased Premises as provided by law. Any re-entry or the commencement of an eviction action, or other notice stating same from Landlord, will constitute the termination of Tenant's possessory and other rights to the Leased Premises under this Lease,or otherwise, reserving unto Landlord all rights to the leasehold estate including,without limitation,the right to recovery of rent and other damages which may be due to Landlord;it being specifically understood and agreed that such resumption of possession of the Leased Premises by Landlord shall not be deemed to(and shall not)evidence any intention whatsoever on the part of the Landlord to release Tenant from its obligations hereunder and Tenant shall remain fully obligated to Landlord notwithstanding the resumption of possession of the Leased Premises by the Landlord. In the event ofsuch a re-taking,the Tenant shall have no claim whatsoever against the Landlord by reason of improvements made upon the Leased Premises,rent paid,or from any other cause whatsoever. Tenant waives the statutory 3-day notice under Florida Statutes,§83.20(2)or successor statute and agrees that Landlord may have summary eviction under Chapter 51, Florida Statutes, or other remedy, without such 3-day notice being a pre-condition. Tenant agrees that if Landlord does give a 3-day notice, same is a courtesy only and that no deficiency in the content,delivery or deadline ofsuch 3-day notice will be a defense to eviction. 10.2.1 Any obligation imposed by law upon Landlord to relet the Leased Premises shall be subject to the reasonable requirements of Landlord. 10.2.2 Nothing herein contained shall limit or prejudice the right of Landlord to prove for and obtain in a proceeding for bankruptcy,insolvency,arrangement,or reorganization,by reason of the termination,an amount equal to the maximum allowed by any statute or rule of law in effect at the time when,and governing and proceedings in which,the damages are to be proved,whether or not the amount be greater,equal to,or less than the amount of the loss or damage which Landlord has suffered. 10.3 Waiver of Jury Trial. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease,the relationship of Landlord and Tenant,Tenant's use or occupancy of the Leased Premises,and/or any claim of injury or damage,and any emergency statutory or any other statutory remedy. Should Landlord seek recourse to equity to enforce any of its rights under this Lease, Tenant agrees to waive any defense which it might otherwise have that Landlord has an adequate remedy at law. Tenant further agrees that it shall not interpose any counterclaim or setoff in a summary proceeding for eviction or in any action based,in whole or part,on non-payment of rent. 480 Ocean Ave Page 19 Nicholson Muir Meats,LLC 10.4 Holdover by Tenant. in the event Tenant remains in possession ofthe Leased Premises after the termination of this Lease,and Without the execution of a new lease,Tenant,at the option of Landlord, shall be deemed to be occupying the Leased Premises as a tenant from month to month,at twice the Fixed Minimum Rent and Percentage Rent rate,subject to all the other conditions,provisions and obligations of this Lease insofar as the same are applicable to month-to-month tenancy. 10.5 Landlord's Right to Cure Default. Landlord may,but shall not be obligated to,cure,at any time,without notice,any default by Tenant under this Lease;and whenever Landlord so elects,all costs and expenses incurred by Landlord in curing a default,including,without limitation,reasonable attorneys'fees, together with interest on the amount of costs and expenses so incurred at the maximum rate permitted by law, shall be paid by Tenant to Landlord on demand,and shall be recoverable,as additional rent,by Landlord. 10.6 Effect of Waivers of Default. No failure by Landlord to insist upon the strict performance of any covenant,agreement,term or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof,and no acceptance of full or partial rent during the continuance of any such breach,shall constitute a waiver of any such breach or of such covenant,agreement,term or condition. No consent or waiver,express or implied,by Landlord to or of any breach ofany covenant,condition or duty of Tenant shall be construed as a consent or waiver to or of any other breach of the same or any other covenant,condition or duty,unless in writing signed by Landlord. 10.7 Security Deposit. Tenant has deposited with Landlord a Security Deposit as set forth in Section 1.1 as security for the punctual performance by Tenant of each and every obligation of it under this Lease. Tenant shall not be entitled to interest on the Security Deposit. Landlord may apply or retain all or any part of such Security Deposit to cure any default or to reimburse Landlord for any sum which Landlord may spend by reason of the default. In the case ofevery such application or retention Tenant shall,within ten (10)days of demand,pay to Landlord the sum so applied or retained which shall be added to the Security Deposit,so that the same shall be restored in its original amount. If at the end of the Lease Term,if Tenant shall have fully complied with all of Tenant's obligations under this Lease, the Security Deposit, or any balance thereof,shall be returned to Tenant,without interest. 10.8 Chronic Violations Clause.Notwithstanding anything in the Lease to the contrary and without limiting Landlord's other rights and remedies provided for in this Lease or at law or equity,if an Event of Default occurs and is continuing beyond any applicable notice or cure period,under any covenant,condition,or agreement of this Lease more than three(3)times within any twelve(12)-month period,irrespective of whether or not such Event of Default is cured,Landlord,at its sole election and in its sole and absolute discretion,may do one or more of the following: (a) Increase Security Deposit.increase the Security Deposit by an amount that Landlord determines,in its reasonable discretion,is necessary to protect its interests;provided that such amount does not exceed six(6)months of the then applicable Fixed Monthly Rent. Such increase shall be paid by Tenant immediately upon demand by Landlord; (b) Require Automatic Transfers.If such default occurs and is continuing beyond any applicable notice or cure period,and pertains to overdue Fixed Monthly Rent,Additional Rent,or any other charges owing under the Lease,Landlord may thereafter require Tenant to pay all Fixed Monthly Rent,Additional Rent,and other charges due under this Lease by automatic bank transfer to Landlord's designated account. 480 Ocean Ave Page 20 Nicholson Muir Meats,LLC (c). Additional Guaranty.Require a Guarantor or an additional Guarantor or Guarantors to guarantee the payment of Total Rent and Tenant's performance ofthe obligations under this Lease or further confirmation of existing Guarantors as to the unconditional guaranty of Tenant's obligations of payment or performance under the Lease. (d) Declare an Event of Default.Declare an Event of Default as defined in Section 10.I. ARTICLE XI. MISCELLANEOUS PROVISIONS Section 11.1 Notices From One Party to the Other. Any notice,demand,approval or consent from Landlord or Tenant shall be in writing(whether or not reference is made in any particular portion of this Lease to"written"notice,demand,approval or consent)and shall be deemed duly served ifhand delivered,or ifdeposited with a reputable overnight delivery service,or mailed by certified mail,return receipt requested, addressed,if to Tenant,at the Address of Tenant in Section 1.1,or such other address as Tenant shall have last designated by notice in writing to Landlord,and if to Landlord,at the Address of Landlord in Section L Lor such other address as Landlord,shall have last designated by notice in writing to Tenant. Notices shal I be deemed served when actually received or upon the first refusal ofthe addressee to accept delivery. Section 11.2 Brokerage. Except with respect to brokers or agents rendering services pursuant to listing agreements or other agreements to which Landlord is a party, Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease and covenants to pay,hold harmless and indemnify Landlord from and against any and all cost, expense or liability for any compensation, commissions and charges claimed by any broker or agent with respect of this Lease or negotiation thereof. Section 11.3 Voting Control of Tenant. If Tenant is a corporation,the persons owning a majority of its voting stock at the time ofthe execution of this Lease,shall continue to own a majority of such stock at all times during the Lease Term(except as ownership may be affected as the result of transfers by devise or inheritance). If without Landlord's prior written consent,such persons shall cease to own a majority of the voting stock,Landlord may terminate this Lease by delivering notice oftermination to Tenant to be effective ninety(90)days thereafter. Tenant shall notify Landlord of each change in the ownership of its voting stock. Landlord's right to terminate this Lease under this provision shall be exercised within sixty(60)days after Landlord has learned ofthe change in stock ownership giving rise to such right,whether or not Tenant has notified Landlord as provided herein. This Section shall not apply whenever Tenant is a corporation,the outstanding stock of which is listed on a recognized stock exchange. For the purposes of this Section,stock ownership shall be determined in accordance with the principles set forth in Section 267(c)and Section 318 of the Internal Revenue Code of 1986 as amended to and including the Date of this Lease,and the term"voting stock"shall refer to shares of stock regularly entitled to vote for the election of directors ofthe corporation. Section 11.4 Relationship ofthe Parties. Nothing contained herein shall be deemed or construed by the parties hereto,or by any third party,as creating the relationship of principal and agent,or of partnership, or of joint venture between the parties hereto,or by any third party,as creating the relationship of principal and agent,or of partnership,or ofjoint venture between the parties hereto,it being understood and agreed that neither the method ofcomputation ofrent nor any other provision contained herein,nor any acts ofthe parties hereto,shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. 480 Ocean Ave Page 21 Nicholson Muir Meats,LLC Section 11.5 Estoppel Certificates. At Landlord's request from time to time, Tenant agrees to execute,acknowledge and deliver to Landlord(within five(5)days from the date ofthe Landlord's request)a certificate which acknowledges tenancy and possession ofthe Leased Premises and recites such other facts concerning any provision ofthis Lease or payment made under this Lease which a mortgagee or prospective mortgagee or a purchaser or prospective purchaser or landlord under an underlying lease or prospective lessor ofany premises which includes the Leased Premises may reasonably request. Such certification shall include but shall not be limited to,acknowledgements that the Tenant has accepted possession ofthe Leased Premises in the condition that they exist as of the date of such certificate, statements that there are no defaults by Landlord or Tenant existing under the lease as ofthe date of such certificate,statements that neither the lease, nor the validity, obligation or construction thereof is in arbitration or litigation as of the date of such certificate and that Tenant,as ofthe date of such certificate,has no charge,lien or claim or offset under the lease or otherwise against rent or other charges due or to become due under the lease,or,if the foregoing is not true,then the estoppel certificate(s)shall reflect,with particularity,the bases upon which the foregoing is not true. Section 11.6 Limitation of Landlord's Liability. The term"Landlord"as used in this Lease means only the owner for the time being ofthe Leased Premises are located. Landlord shall be under no personal liability with respect to any ofthe provisions ofthis Lease,and if Landlord is in default with respect to its obligations under this Lease,Tenant shall look solely to the equity ofthe Landlord in the Leased Premises for the satisfaction ofTenant's remedies. In the event ofsale or transfer ofthe Leased Premises,all obligations of Landlord hereunder shall pass to the transferee herein as of the date of sale or transfer, including the obligation for return to Tenant ofany Security Deposit held by Landlord hereunder,provided the obligation for refund of Tenant's said deposit shall,in connection with such sale or transfer,have passed by written agreement or under law to the transferee. Section 11.7 Applicable Law and Construction. This Lease shall be governed by and construed in accordance with the laws of the State of Florida and,if any provisions of this Lease shall to any extent be invalid,the remainder of this Lease shall not be affected thereby. There are no oral or written agreements between Landlord and Tenant affecting this Lease. This Lease may be amended only by instruments in writing executed by Landlord and Tenant. The titles ofthe several Articles and Sections contained herein are for convenience only and shall not be considered in construing this Lease. Unless repugnant to the context, the words"Landlord"and"Tenant"appearing in this Lease shall be construed to mean those named above and their respective heirs,executors,administrators,successors and assigns,and those claiming through or under them respectively.Words ofany gender used in this Lease shall be construed to include all genders and words in the singular numbers shall be construed to include the plural,where the context so requires. The words "herein", "hereof',and"hereunder"when used in this Lease shall be construed to refer to this Lease in its entirety and not to any particular section or provision thereof. In addition,the parties acknowledge that they were represented by counsel in connection with the drafting ofthis Lease,and that the parties participated in the drafting ofthis Lease,and that no provision ofthis Lease shall be construed more strongly against one party or another. Section 11.8 Binding Effect of Lease. The covenants,agreements,and obligations herein contained, except as herein otherwise specifically provided,shall extend to,bind and inure to the benefit of the parties hereto and their respective personal representatives,heirs,successors and assigns. 480 Ocean Ave Page 22 Nicholson Muir Meats,LLC Section 11.9 Notice of Lease. Tenant agrees that it will not record this Lease. Both parties shall, upon the request of either,execute,acknowledge and deliver a notice of lease in statutory or short form. Section 11.10 Construction on Premises. If any excavation,alteration,addition,repair,or other building operation shall be about to be made or shall be made on the Leased Premises or on any premises adjoining the Leased Premises,Tenant shall permit Landlord,its agents,employees,licensees and contractors, to enter the Leased Premises and to shore the foundations and/or walls thereof,and to erect scaffolding and/or protective barricades around and about the Leased Premises(but not so as to preclude entry thereto)and to do any act or thing necessary for the safety or preservation of the Leased Premises. Tenant's obligations under this Lease shall not be affected by any such construction or excavation work or any such shoring-up. Landlord shall not be liable in any such case for any inconvenience,disturbance,loss ofbusiness or any other annoyance arising from any such construction, excavation, shoring-up, scaffolding or barricades, but Landlord shall use reasonable efforts so that such work will cause as little inconvenience,annoyance and disturbance to Tenant as possible,consistent with accepted construction practice in the vicinity,and so that such work shall be expeditiously completed. It is further understood and agreed that Landlord,at its option, may from time to time expand or alter the property and/or its parking areas and access roads to provide space and facilities for additional tenants. Nothing contained in this Lease shall serve as an obstacle to such expansion or alterations. Landlord shall not be liable to the Tenant for any inconvenience,disturbance,loss of business or any other reason whatsoever arising from any such expansion and/or alteration. Section 11.11 Effect of Unavoidable Delays. If either party to this Lease,as the result of Force Majeure,fails to punctually perform under this Lease,then such failure shall be excused and not be a breach of this Lease by the party in question,but only to the extent occasioned by such event. If any right or option of either party to take any action under or with respect to this Lease is conditioned upon the same being exercised within any prescribed period of time and such named date shall be deemed to be extended or delayed,as the case may be,for a period equal to the period of the delay occasioned by Force Majeure. Notwithstanding anything herein contained,however,the delay occasioned by Force Majeure shall not extend or delay the obligations of Tenant to pay rent under the provisions of Article iV,or its obligations to pay any other sums,monies,costs,charges or expenses required to be paid by the Tenant under and pursuant to this Lease. Section 11.12 Waivers of Subrogation. So long as it may be permitted by Landlord's insurer without payment of extra premiums, Landlord hereby agrees to waive its rights of recovery against Tenant, its successors or assigns, for any fire and extended coverage losses to the Leased Premises, including any structural alterations. In consideration thereof,Tenant waives its right of recovery against Landlord, its successors and assigns,for any business interruption,fire or extended coverage losses occurring to Tenant, Tenant's Work or to the property belonging to Tenant which may be placed in the Leased Premises. Section 11.13 No Representations by Landlord. Neither Landlord nor Landlord's agents has made any representations,warranties or promises with respect to the Leased Premises,except as herein expressly set forth. Section 1 1.14 Number and Gender. The terms"Landlord"and"Tenant"wherever used herein shall be applicable to one or more persons,as the case may be,and the singular shall include the plural and neuter shall include the masculine and feminine,and if there be more than one,the obligations hereof shall be joint and several. 480 Ocean Ave Page 23 Nicholson Muir Meats,LLC Section 1 1.15 Mortgage. Any reference to "mortgage" herein includes a deed of trust and the trustee of a deed of trust,as appropriate. Section 11.16 Amendment. Tenant shall upon request of Landlord deliver an executed and acknowledged instrument amending this Lease in such respects as may be required by any present or future mortgagee;provided that such amendment does not materially alter or impair Tenant's rights or remedies under this Lease or increase its rental burdens. Section 11.17 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lessor amount than the rent and additional charges payable hereunder shall be deemed to be other than a payment on account of the earliest stipulated rent and additional charges,nor shall any endorsement or statement on any check or any letter accompanying any check or payment for rent or additional charges be deemed an accord and satisfaction,and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent and additional charges or pursue any other remedy provided herein or by law. Section 11.18 Interest. Whenever in this Lease any sum payable to Landlord is not paid when due, the same shall bear interest at the maximum rate permitted by law computed from the date due. Payment of such interest shall not excuse or cure any default by Tenant under this Lease. Section 11.19 Landlord's Lien. To secure the payment ofall rent and other sums of money due to and to become due and the faithful performance ofthis Lease by Tenant,Tenant hereby grants to Landlord an express first and prior lien and security interest on all property(including fixtures,equipment,chattels and merchandise)which may be placed in the Leased Premises,and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until the arrearages in rent and other sums ofmoney then due to Landlord hereunder shall first have been paid. This lien and securityinterest is given in addition to the Landlord's statutory lien and shall be cumulative thereto. Concurrently with the execution of this Lease(or later if requested by Landlord at its discretion),Tenant shall execute and deliver to Landlord Uniform Commercial Code Financing Statements in sufficient form so that when properly filed,the security interest hereby given shalt be perfected. The lien and security interest hereby shall be terminated when all of the rent and other sums of money become due during the Lease Term shall been paid in full. Section 11.20 Attorneys'Fees. If for any reason a party initiates any legal or equitable action to secure,protector enforce its rights under this Lease,the prevailing party shall be entitled to recover from the non-prevailing party all costs incurred by it,including,without limitation,reasonable attorneys'fees at all trial and appellate levels. Section 11.21 Time of Essence. Except where otherwise specifically stated,time is of the essence of this Lease and all terms and conditions herein. Section 11.22 Entire Agreement. This Lease supersedes all prior discussions and agreements between the Landlord and the Tenant with respect to the Leased Premises and contains the sole and entire understanding between the Landlord and the Tenant with respect to the Leased Premises. All promises, inducements,offers,letters ofintent,solicitations,agreements,commitments,representations and warranties heretofore made between such parties are merged into this Lease. Section 11.23 Waiver. Failure by either party at any time to require performance by the other party of any of the provisions hereof shall in no way affect the party's rights hereunder to enforce the same 480 Ocean Ave Page 24 Nicholson Muir Meats,LLC nor shall any waiver by the party of any breach hereof be held to be a waiver of any succeeding breach or a waiver of this non-waiver clause. Section 11.24 Preparation of Lease. The preparation of this Lease form by Landlord's legal counsel does not constitute an offer to lease,and creates no obligation of Landlord to Tenant. Landlord has no obligation whatsoever to Tenant unless and until this Lease is signed by or on behalf of Landlord,if ever signed by or on behalf of Landlord. Section 11.25 Waiver of Trial by Jury. LANDLORD AND TENANT HEREBY KNOWINGLY, IRREVOCABLY,VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS TO A TRAIL BY JURY IN RESPECT OF ANY ACTION,PROCEEDING OR COUNTERCLAIM BASED ON THIS LEASE OR ARISING OUT OF,UNDER,OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS LEASE,OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS(WHETHER VERBAL OR WRITTEN)OR ACTION OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMTN FOR LANDLORD AND TENANT ENTERING INTO THIS LEASE. ARTICLE XII. SPECIAL STIPULATIONS Section 12.1 Insofar as the following special stipulations conflict with any of the foregoing provisions,the following shall control: (a) Intentionally omitted. (b) Intentionally omitted. Section 12.2 Signage. Tenant shall be responsible for obtaining all required approvals from applicable governmental authorities and the Landlord(which approval shall not be unreasonably withheld, conditioned or delayed by Landlord)for all signage. At the sole cost and expense ofthe Tenant and subject to the aforementioned approvals,Tenant shall have the right to install signage on the exterior fagade of the Leased Premises. All signage shall be professionally-prepared,fabricated,installed and thereafter maintained in strict conformity with plans and specifications approved,in writing,by Landlord(which approval shall not be unreasonably withheld, conditioned or delayed by Landlord) and shall be fabricated, installed and thereafter maintained in strict conformity with the requirements, as amended from time to time, of all applicable governmental authorities and quasi-governmental authorities. ARTICLE XIII.RADON DISCLOSURE The Landlord and Tenant hereby acknowledge that the following serves as notification required by Section 404.056(8),Florida Statutes: "RADON GAS:Radon is a naturally occurring radioactive gas that,when it has accumulated in a building in sufficient quantities,may present health risks to persons who are exposed to it over time. Levels ofradon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." 480 Ocean Ave Page 25 Nicholson Muir Meats,LLC ARTICLE XIV. HAZARDOUS MATERIALS DISCLOSURE Various construction materials may contain items that have been or may in the future be determined to be hazardous(toxic)or undesirable and may need to be specifically treated/handled or removed. For example,some transformers and other electrical components contain PCB's,and asbestos has been used in components such as fire-proofing, heating and cooling systems, air duct insulation, spray-on and tile acoustical materials,linoleum,floor tiles,roofing,dry wall and plaster. Due to prior or current uses of the property or in the area, the property may have hazardous or undesirable metals, minerals, chemicals, hydrocarbons,or biological or radioactive items in soils,water,building components,above or below ground containers or elsewhere in areas that may or may not be accessible or noticeable. Such items may leak or otherwise be released. Current or future laws may require clean up by past,present and/or future owners and/or operators. ARTICLE V. ENVIRONMENTAL MATTERS Tenant agrees that it will not use,store,manufacture or dispose of any Hazardous Substance(as hereinafter defined) in,on,or under or about the property or any adjacent land,or store or use any such Hazardous Substance on the Property or on such adjacent land in such quantities,concentrations,forms or levels requiring report under,or otherwise in a manner which is in violation ofany applicable Environmental Laws. "Hazardous Substance" means any toxic, hazardous, infectious or explosive wastes, pollutants, materials or substances,including without limitation,asbestos,PCB's,petroleum products and by-products, substances defined or listed as"hazardous substance","toxic substance","toxic pollutant",or other similarly identified substance or mixture, in or pursuant to any federal, state or local statute, order, regulation, ordinance or like authority ("Environmental Law"), including but not limited to, the Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended,42 USC§9601,et.Am.,the Hazardous Materials Environmental Transportation Act,49 USC§1802,et seq.,The Resource Conservation and Recovery Act,42 USC§6901,et sea.,and The Clean Water Act 33 USC§446,et seq.,as amended. Should Tenant violate the foregoing,Tenant will promptly notify Landlord of such violation and undertake remedial action to cure(or,if Landlord so elects,cooperate,at Tenant's expense,in Landlord's efforts to cure)any pollution or detrimental effect on the Leased Premises, and/or any adjacent property, or any violation of Environmental Laws,and will indemnify and hold Landlord and its lenders harmless for any and all liability,damages,cost,loss,expense,reduction in property value or other effect arising from Tenant's violation ofthis Article V. Without limiting the survival ofother lease terms,the provisions ofthis Article V shall survive the expiration of this Lease. 480 Ocean Ave Page 26 Nicholson Muir Meats,LLC IN WITNESS WHEREOF,the parties have executed this instrument under seal,the day and year first written above. Signed,sealed and delivered in the presence of: LANDLORD: OCEAN AVENUE PR ,LLC, / a Florida Lm d i Company By: '4itle:M gei (As to Lai d) STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of physical presence or❑online notarization,this } dayof (Jagps7 2021 by {Zic)14 1,ue,hz61-4- ManagerofCCEAN AVENUE PRIDE, LLC, a Florida limited liability company, on behalf of the company. He/she isle-- personally known to me or has produced❑ 11,14- (type of identification) as identification. Notary Public Name: N"., My Commission Expires: t uzf Commission No.: tAr'i" RAMON MARK VOILS • `: Notary Public State of Florida Commission K HH 02129, oFrti My Comm.Expires Sep 10.7024 Bonded through National Notary;.ssn. 480 Ocean Ave Page 27 Nicholson Muir Meats,LLC TENANT: NICHOLSON MUIR MEATS,LLC, a Florida limited liability company JA=-MMR � _ E Title: Manager (Asrtp Tenant) i STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of EI physical presence or❑online notarization,this I ' 'day of ,2021 by James Muir,Manager ofNICHOLSON MUIR MEATS,LLC,a Florida limited liability company,on behalfofthe company.He/she is❑personally known to me or has produced D-' (type of identification) as identification. SERGELINEVICTOR JEAN BAPTISTE Nota Public ' Notary Public-State of Florida Notary - - Commission=GG 191979 Name: M Commission Expires: My Comm.Expires Mar 4,2022 Y Commission No.: 480 Ocean Ave Page 28 Nicholson Muir Meats,LLC GUARANTY FOR VALUED RECEIVED and in consideration for and as an inducement to Landlord making the within Lease with Tenant,the undersigned(the"Guarantor"),on behalfofhimself,his legal representatives, heirs,successors and assigns,guarantees to Landlord,Landlord's successors and assigns,the full performance and observance ofall the stipulations,agreements,conditions and covenants therein provided to be performed and observed by Tenant,including the rules and regulations(collectively,the"Guaranteed Performances"), without requiring any notice of non-payment,non-performance,or non-observance,or proof,or notice or demand,whereby to charge the Guarantor therefor,all or which the Guarantor expressly waives and expressly agrees to the validity ofthis agreement and the obligations ofthe Guarantor hereunder shall not be terminated, affected or impaired by reason ofthe assertion by Landlord against the Tenant or any ofthe rights or remedies reserved to Landlord pursuant to the provisions ofthe within Lease. As a further inducement to Landlord to make the Lease and in consideration thereof, Landlord and the Guarantor agree that in any action or proceeding brought by either Landlord or the Guarantor against the other on any matters whatsoever arising out of,under,or by virtue ofthe terms ofthe Lease or of this Guaranty,the Landlord and the Guarantor shall and do hereby waive trial by jury. In the event Landlord incurs any expenses in the enforcement of this Guaranty,whether legal action is instituted or not,the Guarantor agrees to be liable for same(including reasonable attorney's fees)and to pay same promptly on demand by Landlord. After the first two(2)years of the Lease Term,provided Tenant is not in default of the Lease,this Guaranty shall be limited to a one year(1)Rolling Guaranty,i.e.maximum liability oftwelve(12)months of rent. Dated: / JAMES Mum �ViMvlses VA to H G grantor Address: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of❑ physical presence or❑ online notarization,this day of 2021 by James Muir.He/she is❑personally known to me or has produced© (type of identification) as identification. r SEf7GELINE VICTOR JEAN BAPTISTE Notary Public Notary Public--State of Florida Name: Commission=GG 191979 My Commission Expires: My Comm.Expires Mar 4,2022 Commission No.: 480 Ocean Ave Page 29 Nicholson Muir Meats,LLC GUARANTY FOR VALUED RECEIVED and in consideration for and as an inducement to Landlord making the within Lease with Tenant,the undersigned(the"Guarantor"),on behalf ,of himself,his legal representatives, heirs,successors and assigns,guarantees to Landlord,Landlord's successors and assigns,the full performance and observance ofall the stipulations,agreements,conditions and covenants therein provided to be performed and observed by Tenant,including the rules and regulations(collectively,the"Guaranteed Performances"), without requiring any notice of non-payment,non-performance,or non-observance,or proof,or notice or demand,whereby to charge the Guarantor therefor,all or which the Guarantor expressly waives and expressly agrees to the validity ofthis agreement and the obligations ofthe Guarantor hereunder shall not be terminated, affected or impaired by reason ofthe assertion by Landlord against the Tenant or any ofthe rights or remedies reserved to Landlord pursuant to the provisions ofthe within Lease. As a further inducement to Landlord to make the Lease and in consideration thereof, Landlord and the Guarantor agree that in any action or proceeding brought by either Landlord or the Guarantor against the other on any matters whatsoever arising out of,under,or by virtue ofthe terms ofthe Lease or of this Guaranty,the Landlord and the Guarantor shall and do hereby waive trial by jury. In the event Landlord incurs any expenses in the enforcement of this Guaranty,whether legal action is instituted or not, the Guarantor agrees to be liable for same(including reasonable attorney's fees)and to pay same promptly on demand by Landlord. After the first two(2)years of the Lease Term,provided Tenant is not in default ofthe Lease,this Guaranty shall be limited to a one year(1)Rolling Guaranty,i.e.maximum liability oftwelve(12)months of rent. Dated: , t JENNIFER MU itnesses as to tine Guarantor Address: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of©physical presence or❑ online notarization,this day of 2021 by JENNIFER MUIR. He/she is❑personally known to me or has produced ❑ I (type of identification) as identification. SERGELINE VICTOR JEAN BAPTISTE Notary Public-State of Florida Notary Public Commission=GG 191979 Name: My Comm.Expires Mar 4,2022 My Commission Expires: Commission No.: 480 Ocean Ave Page 30 Nicholson Muir Meats,LLC EXHIBIT A SITE PLAN 480 Ocean Ave Page 31 Nicholson Muir Meats,LLC S£h££'Id`H�d�B =o NOINAO9`3f1NHAd Nd33O 08h Ur 3 W x AANAAd NVIDO.I.SVI 08h o n MP me 3 "V� osg £a sw=000so= s`LLo��a € °so a <e oos a Baa pwLL 3 'F b 3n / ------ ——--—--—--—--—— — i I I I I r .maw I I ' I � C I EXHIBIT B LEASED PREMISES 480 Ocean Ave Page 32 Nicholson Muir Meats,LLC 9EHE-IJ'HDV 0 011']ANIAV NVJDO I 11P 0 IfINIAV NVAJOLSVA 08t -I I, og o 0 < Al F9 Le 1 -1 [,-JLC M x Xally-M" 6 i EXHIBIT C THREE.APPRAISER METHOD OF DETERMINING FAIR MARKET RENT Within 30 days of Tenant Notifying Landlord of Tenant's intent to exercise option,Landlord shall notify Tenant of the Market rate and therefore the 95%of Market Rate.If Tenant is in Agreement,Tenant will accept the Fair Market Rate.If not,Tenant will notify landlord within 10 days that it"rejects"the rate If Tenant timely delivers Tenant's Market Rent Rejection Notice to Landlord,then,within ten(10)business days following Landlord's receipt thereof,then Landlord and Tenant may try to agree upon terms for a period of 14 days. If they are unable to agree upon a Fair Market Rate(x)Landlord and Tenant shall each engage an appraiser who is a member of the American Institute of Real Estate Appraisers with at least five(5)years full-time commercial real estate appraiser experience in the metropolitan area where the Leased Premises are located(an"MAI Appraiser")and(y)each party shall notify the other party of the name,address and credentials of the MAI Appraiser so selected by such notifying party. The two MAI Appraisers so engaged by Landlord and Tenant shall each determine the current market rent for the Leased Premises on the basis of the prevailing current market rent for other comparable vacant space in comparable first-class shopping centers in Palm Beach County,Florida that are similar in character and nature to the Space and property.Each party shall submit the report of its MAI Appraiser to the other party not later than thirty(30)days following Tenant's receipt of Landlord's Market Rent Notice,failing which the current market rent set forth in the report submitted by the other party shall be deemed final and binding upon both parties. If Tenant shall fail to engage an MAI Appraiser and notify Landlord thereof within the aforementioned ten(10)business day period,then Tenant shall be deemed to have waived the appraisal procedure and to have unconditionally and irrevocably accepted Landlord's determination of current market rent for the Leased Premises as set forth in Landlord's Market Rent Notice. If Landlord shall fail to engage an MAI Appraiser and notify Tenant thereof within the aforementioned ten(10)business day period,then Landlord shall be deemed to have unconditionally and irrevocably accepted the current market rent for the Leased Premises as determined by the MAI Appraiser engaged by Tenant in accordance with the aforementioned requirements and assumptions. If the current market rent for the Leased Premises,as determined by the two MAI Appraisers engaged by Landlord and Tenant,respectively as aforesaid shall not differ by more than ten percent(10%),then the new annual Minimum Rent for the Leased Premises for the entire Renewal Term in question shall be the arithmetic average of the current market rent for the Leased Premises as determined by such two MAI Appraisers. However,if the current market rent for the Leased Premises,as determined by the two MAI Appraisers engaged by Landlord and Tenant as aforesaid shall, in fact,differ by more than ten percent(10%),then within ten(10)days thereafter,the initial two MAI Appraisers shall mutually agree upon and select a third MAI Appraiser having the same or better qualifications and experience as the initial two MAI Appraisers. In the event that the initial two MAI Appraisers cannot agree on the choice of the third MAI Appraiser within said 10-day period,then the President of the Chapter of the Appraisal Institute with jurisdiction over the area in which the Shopping Center is located shall choose the third MAI Appraiser. The third MAI Appraiser shall independently determine the current market rent for the Leased Premises in accordance with the aforementioned requirements and assumptions and notify Landlord and Tenant thereof within ten(10)days following the date of his or her appointment and the rental figure determined by such third MAI Appraiser shall be the new annual Minimum Rent for the Leased Premises for the entire Renewal Term in question,provided,however,that the current market rent for the Leased Premises as determined by such third MAI Appraiser shall not be higher than the rent figure set forth in the higher ofthe first two appraisals nor lower than the rent figure set forth in the lower of the first two 480 Ocean Ave Page 33 Nicholson Muir Meats,LLC appraisals,and if such figure is either higher than the higher,or lower than the lower,of rent figure set forth in the first two appraisals,then the rent figure contained in the initial appraisal that is closest to that of the rent figure determined by the third appraiser shall be utilized to determine the annual Minimum Rent for the Leased Premises for the entire Renewal Term in question. The determination of the current market rent for the Leased Premises for the Renewal Term in question in accordance with the foregoing appraisal process shall be binding upon the parties and the parties shall enter into a Lease Renewal Agreement within ten(10)days following the date of determination of such rent. 480 Ocean Ave Page 34 Nicholson Muir Meats,LLC LANDLORD'S WORK N/A 480 Ocean Ave Page 35 Nicholson Muir Meats,LLC ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.H. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,919.16 for Nicholson Muir Meats LLC located at 480 E. Ocean Avenue SUMMARY: The CRA's Commercial Property Improvement Grant Program provides eligible businesses (new or existing) with financial assistance for the initial costs associated with the construction, repair, and/or rehabilitation of commercial building improvements. The Commercial Property Improvement Grant Program provides a 50% reimbursement of the applicant's expenditure for the eligible improvements up to a maximum grant total of $50,000. Under the program guidelines eligible improvements must be permanent items that stay with the building. CRA staff has received a complete grant application from Nicholson Muir Meats LLC located at 480 E. Ocean Avenue, Boynton Beach, FL 33435 (see Attachments I - 11). Nicholson Muir Meats is a specialty butcher providing a modern interpretation of a classic British butcher shop. In addition to providing premium cuts of beef, pork and poultry they will also provide prepared foods and retail items such as salts, vinegars and olive oils. The third part of the business is offering tasting menus with beverage pairings. As the tenant of a commercial property, the applicant falls under the terms of a Tier I business, as outlined in the grant application. The applicant is seeking reimbursement for property improvements including a new signage, landscaping and eligible interior build-out improvements. The total cost of eligible property improvements is approximately $43,198.60 (see Attachment 111). If approved, the applicant is eligible to receive a maximum grant of $25,919.16 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, $25,919.16 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,919.16 to Nicholson Muir Meats LLC located at 480 E. Ocean Avenue, Boynton Beach, FL 33435. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Grant Application D Attachment II - Location Map D Attachment III - Project Quotes f Boy N�,TO Nr ��um�ouuiuuou�pp�� / EACH , 01"211112"W"'B �� IVm..ofl COMM,fl )) I) 1"1 OPM1,111INTAGENCY October 1, 2020 — September 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY IMPROVEMENT GRANT PROGRAM Program Rules and Regulations The Commercial Property Improvement Grant Program is designed to help facilitate the establishment of new businesses and aid in the expansion of existing businesses within the Boynton Beach Community Redevelopment Agency (the "BBCRA") Area. The program is designed to provide financial assistance to new and existing businesses in the form of a reimbursable grant intended to reduce the initial costs associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The term "existing business" means a company that has been in operation within the BBCRA Area for a minimum of two years at the time of application and has at least two years remaining on its existing lease. The term "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initials Page 1 of 17 Property Improvement 100 East Ocean Avenue,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,411 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 'wv 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 CRA no longer make payments for any reimbursement requests, regardless of whether the request was submitted prior to the termination of the grant. Only one 60 day administrative extension will be permitted, and the BBCRA has the sole and absolute discretion to grant or deny such extension. • Project items completed and paid for by the applicant more than 60 days prior to grant approval by the BBCRA Board are not eligible for reimbursement under the grant program. A complete application must be received within 60 days of payment in order for an expense to be eligible for reimbursement. Once a complete application is received, the application will be placed on the next available agenda for review and potential approval. • BBCRA Board approval of this grant results only in funding. Approval of BBCRA grant funding is NOT approval of any type of City processes including, but not limited to, permits and site plan modification. Applicants must apply for permits and site plan modification through the appropriate departments at the City. All commercial projects require permitting and site plan modification reviews. It is the responsibility of the applicant to obtain all necessary City approvals. • Grantees shall allow the BBCRA the rights and use of photos and project application materials. • The BBCRA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Initials "" Page 4 of 17 Property Improvement 100 East Ocean Avenue,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 Decor/Design — home • Boutiques — clothing, shoes & furnishings, art galleries, kitchen accessories wares • Law Offices • Accounting Offices • Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Initials Page 6 of 17 Property Improvement 100 East Ocean Avenue,4t" Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com • Marketing Offices • Medical Offices • Fitness Facilities -yoga, dance • Insurance Offices exercise, martial arts, etc. • 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: (Facade • Liquor Store and Security Improvement • Laundry/Dry Cleaner facility only) Lease Terms If the applicant is a tenant, it must have a proposed or executed multi-year lease with a minimum of two years remaining on lease. The commercial lease must •define the landlord-tenant relationship and at minimum provide the following information: • A description of the space being rented, including square footage and a drawing of the space; • Description of utilities that are the tenant's responsibility; • Rental rate and deposits along with terms of lease and methodology for future rent increases; • Responsible party for interior and exterior repairs and/or improvements; • Insurance requirements; • Ability to terminate; and Initials Page 7 of 17 Property Improvement 100 East Ocean Avenue,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. Signage design, project color chips, material samples and material specifications, if applicable. 5. Copy of building permit receipt/application. If the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminatediv . 6. Resume for each principal/owner of the business. 7. Copy of the corporate documents for the applying business entity.. 8. Copy of executed multi-year commercial lease agreement. Copy of Warranty Deed. Two years of corporate tax returns (for existing businesses only). 11.Two years of personal tax returns for the principal/owners of a new business. Initials Page 8of17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekly schedule. For existing businesses, provide a list of all current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 17.W9 Form and Vendor Application (attached). 18.City Planning and Development Department Acknowledgement Form (attached) 19.City Permit Department Acknowledgement Form (attached). The above referenced City Forms (line 18 and 19) must be completed and submitted to the appropriate departments, which are located at City Hall 100 East Ocean Avenue, Building Department, Boynton Beach, FL 33435. Phone (561) 742-6000. Approval of Funding Request All re uired documentation must be submitted no later than noon two weeks rior to the second TuesJav 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. Initials Page 9of17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com Site Visits BBCRA may conduct a site visit prior to transmitting the application to the BBCRA Board and once the project is completed. Staff may also conduct unannounced site visits before, during, and after the project in order to determine and ensure compliance with the terms of the grant. Procedures for Reimbursement This program is designed as a matching 50% reimbursable grant. All work for which reimbursement is sought must be completed and paid for by the applicant prior to the release of BBCRA funds. The applicant may request reimbursement for partial payments throughout the project for up to 50% of grant award. The remaining 50% of grant funding will be held until the project is completed according to the City of Boynton Beach Building Department, and if applicable, a certificate of occupancy has been issued, at which point the applicant may submit a final reimbursement request. The BBCRA will provide reimbursement to the applicant upon submittal of a complete reimbursement request package. All reimbursement requests and supporting documents must be submitted to the BBCRA (3) days prior to the grant expiration date. The BBCRA may refuse to issue grant funding if the submission is not received by the specified time. Once the work is completed the reimbursement request shall be summarized in a report and accompanied by the following documentation: 1. Invoices, receipts or other acceptable evidence of payment from suppliers and licensed contractor(s) that have been marked "paid in full." Proposals for "work to be completed" or "bids" are not considered proper documentation. a. Each item must be supported by a cancelled check showing the face of the check, as well as the back of the cancelled check. The only forms of cash payments that are acceptable as evidence of payments are cashier's checks and bank transfers. A copy of the cashier's check to the payee must be provided as proof of payment. If payment is being made by a bank transfer, a copy of the statement from both payer and payee showing the transaction and/or copy of the email/text verification from both parties. 2. Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). Initials -cs 4A 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 READAND 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 d � �i�Umuuuum� uouu BOYN =BEACH wo CO IDI Y" APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: Fed I D#: 00 Business Phone Number: " Cell: " Website: , ,tm � Existing Business: Yes No Number of years in existence: Time at Current Location: j 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: 11' Type of Business: cut&L °w , m Tier 1 Business: Tier 2 Business: ❑ Tier 3 Business: ❑ (Tier Classification subject to BBCRA Board Approval) Number of Employees: Hours of Operation: 1- µ List of improvements seeking reimbursement for: W ky 524�±i�"*-sM w� m,,-A " Requested grant amount: approx $L81000 Page 12 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com v BOYNTO =BEAC ' CRA APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: " ° ".j _ Date of Birth: ',t Email 1 b Residential Address: .. Cell Phone Number: is 14 re 2. Principal/Owner Name: Date of Birth: Email Residential Address: Cell Phone Number: 3. Principal/Owner Name: Date of Birth: Email Residential Address: Cell Phone Number: 4. Principal/Owner Name: Date of Birth: Email Residential Address: Cell Phone Number: Are you applying for grant assistant under any other program offered by the BBCRA? Yes No If yes, what additional programs are you applying for: Page 13 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FL 33435—Phone: (561) 600-9090 www.boyntonbeachcra.com BOYNTC) 'BEACH ��n�nnn�lllll�U �)IIIgVIVIVII1111111111UI�iUI�I WO �u uuuA CO " 111"VIII I''Y REDI 'ELOQ ENT AGE114C 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: µ A OA QCT L Landlord's Mailing Address: ,,,, * , yo 0 0 t-f� . Landlord's Phone Number: 1 - 301 CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant under the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program, and it is true and complete to the best of my knowledge and belief. I further certify that I am aware of the fact that I can be penalized by fine and/or imprisonment for making false statements or presenting false information. I further acknowledge that I have read and understand the terms and conditions set forth and described in the Boynton Beach Community Redevelopment Agency Commercial Property Improvement Grant Program Rules and Requirements. I understand that this application is not a guarantee of grant assistance, and that award of grants is at the sole discretion of the Boynton Beach Community Redevelopment Agency Board. I Initials Page 14 of 17 Property Improvement 100 East Ocean Avenue,4 1 Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com "-Q BoYNTO1�1� � nVVBE AC H I R A COQ � )�'����,114� ���I���' IIIliED����V " ,IIh,1�I , ..GEN(�����:. 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 �ruq i r �T. r,l ���piPiioGdauN������»l�lp�t Doom BOYNTO mom C()MMUIVY APPLICANT INFORMATION APPLICANT SIGNATURES: , wwwmwi wxrww...rr..µ ..moo p,,My` w Principal/Owners Signature m ...� - ,w." 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 �w+'at p�- COUNTY OF (56V-0-0 BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared 54A&1 A(A(& , who is/are personally known to produced /"' me or p c- I , ihty.,-W,??- ,�� as identification, and �v�4 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 offici seal in the State and County aforesaid on this g-rf day of 4u94�, 20J_. NOTARY PUBLIC My Commission Expires: aair'P� RAMON MARK VOILS Page 16 of 17 =?4 Notary Public•State of Florida ��` Commission k HH 021291 Property Improvement of V My Comm.Expires Sep 10,2024 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: 561 ' e 961h National Notary Assn. www.boyntonbeachcra.com y �yW aa,f �pin I�II�III� BOYNTO =BEACuou p C iNlll`['Y I E OIC Il NT AGENCY LANDLORD INFORMATION LANDLORD Si . NATU ES: 02- 1 Lid'of( S ignat� 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 1—l-D,�f COUNTY OF € t t- )3c-4d4 BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgements, personally appeared W� �+7 L(04 `"�' o E are personally known to me or produced IA— 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 o 'cial seal in the State and County aforesaid on this S � day of 20 zr NOTARY PUBLIC My Commission Expires: 6q-/0 -7-0? ' ��"vc..,, RAMON MARK VOILS Notary Public State of Florida Commission N HH 021291 My Comm.Expires Sep 10,2014 Bonded through National Notary Assn.. Page 17 of 17 Property Improvement 100 East Ocean Avenue,4th Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 www.boyntonbeachcra.com 8/6/2021 PAPA Maps a DHYJACKS .w.CFA,AAS Palm Beach County Property Appraiser �ylmflll%nY//idlln�fffffff �, "'(eV€rPa(,-,JF har )Iau Irrrhee Search by Owner,Address or Parcel t� ���r"�' " .�.. Ski 00 �r View Prop ertyRecord a Owners � i i �`CYceaiin fiw� E.�c�ar� Awr�+ l OCEAN AVENUE PRIDE LLC Property Detail Irrt:,iicrn 480 EOCEAN AVE F r4 da�t�+ 1 ✓Ir IMuroc.11r,lhiy BOYNTON BEACH ' „rwrr 7nr � I'4.rc:^,I I`,Icr. 08434528030080010 or j Subdivision BOYNTON TOWN OF IN I{rrrrl< 28219 I',F{c;1197 Sale Dam,APR-2016 2240 W WOOLBRIGHT RD IMaI1irica STE317 . ' '��Ff i ,!Fdd r;,. gOYNTON BEACH FL Ullp._Ulr X �'�p A t 33426 6364 gg I J e I}lpe 2100-RESTAURANT I rrloAJ 1 270 Square l rr� ' � pIIIUVIIVIU fl or/or„/JSaI/es Information Sales on/r rfrrf/rr'/l !� i ! u �say Sales Date Price i91�y�P APR-2016 335000 APR2015 10 , oriioiriioorra�rra�iriioiriioorra�rra�iriioiriioorra�rra�iriioiii%/' Appraisals Tax Year 2020 hnnjproverrierrl':A(u.lue $181,656 arid Value $224,144 I oral IMurlae'I':Value $405,800 All values are as of January 1 st each year / Assessed/Taxable values 'rR_ Tax Year 2020 Assessed Value $405,800 I $0 "l a ,hlr,Aalis $405,800 j Taxes... Tax Year 2020 Ad Valorem $8,683 I',Ion Ad\(alorc;rn $1,666 I oi:al ax $10 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434528030080010# 1/1 Landscaping $ 6,500.00 Signage $ 9,078.60 $ 6,050.00 Line Item 1 $ 1,800.00 Line Item 3 Skyline Contractors $ 4,400.00 Line Item 6 $ 3,100.00 Line Item 7 $ 1,100.00 Line Item 9 $ 5,250.00 Line Item 13 Skyline Contractors $ 5,920.00 Addtl work Total: $ 43,198.60 50% Reimbursement $ 21,599.30 Plus 20%Contingency $ 4,319.86 Final Grant Requesti $ 25,919.16 iii Huista Lawn Service 561-577-6453 Landscaping Proposal Nicholson Muir Meats 480 East Ocean Avenue Boynton Beach, FL 33435 1. Repair sprinkler valves, replace sprinkler clock, test all sprinkler areas, check and replace heads that are damagedl. 2. 3 Pallets of mulch for the grounds. 3. Plants for bare spots where sprinkler didn't cover. Remove dry plants and replace. 4. Includes all labor. Total: $ 6500 00 Approved by: Printed Name: a 0' EMEME Bill To: Invoice Date Invoice# Nicholson Muir 8/13/21 NM-005 480 E Ocean Avenue PO# CC Pro'# Boynton Beach, FL 33435 - 21-NM1001 Attn: James Muir Send Invoices to: jmartaux@gmail.com Labor Hours Fee PERMIT APPLICATION LS $1,263.60 Permitting Services, Proofs, Technical Drawings, & Sealed Structural Drawings *Does not include the cost of the city or county permit process or review fees SETUP & INSTALLATION $1,993.41 Sub-Total, Labor $3,257.01 Expenses Fee DIMENSIONAL BUILDING SIGN- EAST ELEVATION $2,655.34 Acrylic Backer Panel 3/8" Dinmensional Ac Iic Letters DIMENSIONAL BUILDING SIGN- NORTH ELEVATION Acrylic Backer Panel 3/8" Dinmensional Ac Iic Letters Digitally Printed Graphics - Door Glass 510.91 Dimensions: 18"W x 8" H Sub-Total, Expenses $ 5,821.59 Total Amount Due * $9,078.60 Late fees and associated collection costs per the terms stated in the executed Agreement between the Client and Campbell Creative shall apply if payment is not received within 30 calendar days or as otherwise amended and agreed to bV both parties within the executed Agreement. Campbell Creative 011041 „ 103 NE 4th Street ' Delray Beach, Florida 33444r`rx�azr A ��.r�u ..,�r r.�u: ° 1111111JJ 1 Vf C � rrf»J C o u C O rn u 1 � � o- a • 1 a oU p •— > ro m o � c a p CL O � CL ro Z a Z c C J a ° ro z O z � ° y u— C ` V " a a -v ro u L N �° r O E N E O dJ O N � y � „ ° c a 0 — Vf ry O C D L �- J..7 rU °°NQ a a o � ^ I� N � O a/ O 'O A j ry _p p O -0 >N .I.J L7 N Q) Q 0 0 u C O ._ -0 _C 0 D N 0 .- C J-j L >I -0 ti L- Aj ON vt p r� ro O ry O' N 11 roC: c ` a � N J N 1, •— C O y � 'c O ro Dro ro 0) N rp V ` T �V �+• L� L7 N %n 0 ) J-) 'N D .— 1. •— O ro uw � � � E -o CL c ,., D u O ` m O _ _ v a _ Q LL�V tA rfl c E ii V V v � � � � � � U •— J.J Q o o ,n CL ry NCM H ' w c m » V V "t m m i. .i.i E o t u u I fl, Id Id 12 in z aw w 2 U) Ul) r4 ro 0 r4 —j Q) cm C: 0 0 4- cm CD cn C C.3 OEM" Q) 4- 4� LU _j IA C C ra ------------- 0 o 0 • c m 0 0 5 o N U) Lu aj C _j m EG z C c 2 o — w > 0) c Ln vE E >.NE z — +� -Fa 4- cd c J.J bo 0- 0- (Ij m 0 0 0 > = IA 45 m a- m 00 0 CY m z0 Lu EI0E0000 I1J111111�� /�JJ��1111111 0 1111111111111111111111111 1��1 in us to Z '. U) ui Z ' U? Y % ❑ 0 � � z r _ N VVVVVVVVVVVVVVVVVVVVVVVVVV U) Y U) �0 I S __ Jf% le v M � N � � IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIU� � N U O ra C ,L,. �(m (A' in W M Y N 00 ui6 J LU X 1 _ C O V v - C LUc- •� V = • L, ------- •O i Q z In id N pO > V v v 'coON 0 ,O i� m a .O O z v C W N _ z o o •� v v C)r J.d . Q Q >m • m` '� O O O L M a M V V 0 O' m z z 0000000 --------mromma SKY L IN E 0 ISM TR A C 4 0 R a CGC1527229 Estimate JM-PF-81921 1601 SW 1st Way Ste D14,Deerfield Beach,FL 33441 Date Thursday,August 19,2021 info@skylinecontractorsfl.com • (561)300-4898 Client James Muir Address 480 East Ocean Avenue City Boynton Beach State Florida Zip: 33435 Phone (646)510-4579 E-Mail imartauxCa amail.com Mr.Mervin Pardo (561)808-6121 480 East Ocean Avenue 1.Construct 3.625"metal stud wall @16"o c within opening with 5/8"driwall both sides. Inset wall 1".On west wall,install 1/2"plywood behind drywall on. $ 6,050.00 „ 1a.Install brass wall brackets and 3-4 wood she , � j� j�j 787.00 'i 1b.Install same brass wall brackets and sou � 800.00 1c.Install lockers on east side of wall, ainI n'i as i the sides and top. � 0 � 1,300.00 2.Rearrange // / /%//i 4,650.00 3.Relocate 1 si t / � 1,800.00 //% 4.Install new a a cov %/ 4,250.00 5.Relocate e J Ji'%ii li>iJi / 1. 1,650.00 1 LS Ga ii'g F ��N�i�� wrdi� �g9y Ni1i uua i»a��auu»ya��ia�u n ui iw�a �0J1J1r 10 �� tal wood 1 on new II. $ 4,400.00 to exte �o e existi 1 ood cap. ( l�111;,., 6 7. Remo 04 rtial hei � ll wall and le he low p ial height 11. Refi ist g �II1U11111111U1111}u �j 3,100.00 wall as, quit' and in ra I ite subway r ��0�� $ %pr, IIIIIIIIIIIIIIIII ' IIIIIIIIIIIIIIIIIIIII� 8.Install new, wpm shel�m,. �,,, �; � �' $ �, 850.00 o I,,, Y r -r rJr, �errrris gni/ ! ,,, m. �i2a ��oial p "W/ 9.Remove existing hand sink and cap Tines. $ 1,100.00 10.Install new L-shape Shelving. $ 850.00 11.Install Qty(1)Traulsen freezer and Qty(1)Traulsen refrigerator,provide new power as required. $ 3,650.00 12.Install Qty(2)Avantco Coolers,Install new power on new partial height wall locate Ito the east of the coolers. $ 7,300.00 13.Construct new partial height wall as show with 3.625"metal stud and 5/8"drywall both sides.Height of stud to be 44". $ 5,250.00 Signature of Acceptance: TOTAL ADD.FEES Name and Title: Contractor signature SUBTOTAL Date: Name/Title SALES TAX IIMP01R1rAlvr Ilvic>1.IvlA,rlc>Iv.................................................................................................... TOTAL 1.Payment terms:30%due at signing,20%due at twenty-five percent completion,20%due at fifty percent completion,15%due at seventy-five percent completion,10%due at project completion, and 5%retainage due at permit closure. 2.These prices include permits. 3.Prices include labor,materials,removal of debris,and clean up. 4.Signing this document signifies acceptance of price,terms,and conditions. '= 5.Please contact your sales person for any questions. SKYLINE C A N T R A C 0 R S CGC1527229 Estimate JM-PF-81921 1601 SW 1st Way Ste D14,Deerfield Beach,FL 33441 Date Monday,August 30,2021 info@skylinecontractorsfl.com • (561)300-4898 Client James Muir Address 480 East Ocean Avenue City Boynton Beach State Florida Zip: 33435 Phone (646)510-4579 E-Mail jmartauxo_gmail.com Mr.Mervin Pardo (561)808-6121 480 East Ocean Avenue New Tile(Mosaic)on Bar $ 0 $ Demolition an444.00 R Re-locate out j ff 1 LS Re-locate sinljlJJ/%% iU1011 imuim uwuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuia uwuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauuiauua.. Paint(R i�ators ar 2,516. $ 0 id )p��01111", ��D1Jl New Ce enI��Y" �r and In Bar Wall an hite FRP o service �lt' ��m/1/ ii��iir 1,osf S area IIIIIIIIIIIIIIIIII 1 Illlllllllllllllllllllf ,aiic ,✓ago o i�io °i�� i• ;am„ u�oii a�o bio," fiwlkl,. lrrrooii Counter Top(Marble) $ 4,600.00 $ TOTAL ADD.FEES 1.These prices EXCLUDE permits,plan fees,and any additional work that may be required to be SUBTOTAL done and are unknown at the present time. SALES TAX 2.Prices include labor,removal of debris,and clean up. 4.Please contact your sales person for any questions. TOTAL VON 11 ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.1. SUBJECT: Approval of Commercial Rent Reimbursement Grant Program in the Amount of $15,000 to Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 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 Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 (see Attachments I - 11). Custom Truss is one of the oldest and most reliable truss manufacturers in Florida and is proud to provide custom wooden trusses to homeowners and builders throughout South Florida and the Caribbean. Custom Truss was previously located in Delray Beach since 2001 and recently relocated to Boynton Beach when they purchased an industrial property. As a residential and commercial manufacturer for wooden trusses, Custom Truss has 30+ full- time employees, some of which have already relocated to Boynton Beach. In the office there are the following employees: One engineer, five truss designers, and one office manager. In the shop/manufacturing warehouse, there are 20-23 employees who manufacture the the wood trusses and one driver delivering the finished product. Under the terms of their Landlord-Tenant Lease Agreement, the base rent required to be paid by the applicant is $11,000 per month (see Attachment 111). Custom Truss 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, Custom Truss would be reimbursed in the amount of $1,250/month for a period of 12 months or a total grant amount of $15,000 during its first year of business. Grant reimbursements to the approved applicant occur on a monthly basis with proof of rent payments. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $15,000 CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Rent Reimbursement Grant in the amount not to exceed $15,000 to Custom Truss LLC located at 510 1 ndustrial Avenue, Boynton Beach, FL 33426. ATTACHMENTS: Description D Attachment I -Commercial Rent Reimbursement Application D Attachment II - Location Map D Attachment III - Lease BOYNTON IF JA r ommoBEACH CCI ffy REDEVELOPMENT AGENCY October 1, r 30, 2021 BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERCIAL RENT REIMBURSEMENT GRANT PROGRAM Program les 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 €;ommunity Redevelopment Agency (the "B RA") 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 deals 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 terra "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 BB RA Area for a minirnurn 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 y Florida haw. Initials ✓L Page 1 of 15 Rent Reimbursement 1.00 East Ocean avenue,4'' Hooar, Boynton Beach, FL 33435—Phone: (561)600-9030 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 2 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 Career ounce Palm Beach County which is a State organization providing various free programs to assist Palm Beach County businesses. Career ounce Palm Beach County has a dedicated tearn 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. '7 initials Page 2 of 1.5 Rent Reimbursement 100 East Ocean Avenue,4 1h Floor, Boynton Beach, FL 33435-Phone: (561.)600 - 9090 www.boyntonbeachcra.coni 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. lnitWs Page 3 of 15 Rent Reimbursement 100 East Ocean Avenue,4'h Floor, Boynton each, FL 33435—Phone: (561.)600-9090 www.boyntonbeachcra.coni 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 0 Convenience Store 0 Religion-Affiliated Retail Stores a Churches/places of worship 0 Non-profit organizations 0 Take-out Foods 0 Check Cashing Stores 0 Tattoo Shops / Body Piercing 0 Kava Tea Bars Body Art Shops 0 Adult Entertainment a Liquor Stores 0 Adult Arcades 0 Vapor Cigarette, E Cigarette Stores 0 Alcohol and/or Drug Rehabilitation 0 Pawn Shops Centers/Housing 0 Any other use that the BBCRA staff 0 Massage/Personal Services or BBCRA Board determine will not a Auto Services Facilities - repair, support the redevelopment of the storage, sales, etc BRA Area a CBD Retail Stores, etc. 0 Medical Research Centers/Housing Grant Terms and Conditions This grant is divided into two tiers of eligibility. Businesses are classified into tiers based on the type of business, which then determines the arnount of eligible funding. Grant funding amounts will be based on the applicant's project budget specified at the time of BB RA 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 rnonth, whichever is less (maximum amount of the grant is $21,000, distributed in four monthly payments). Initials Page 4 of 15 Rent Reimbursement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.bo%/ntonbeachcra.com Tier One Businesses must be one of the following types of businesses: 0 Restaurant 0 Bakery 0 Gourmet Food Market Tier Two Business Tier Two Businesses are eligible for reimbursement for up to half(50%)of the business's base monthly rent or$1,250 per month, whichever is less (maximum amount of the grant is $15,000, distributed in four monthly payments. Examples of Tier Two Businesses include, but are not limited to, the following types of businesses: * Home D6cor/Design - home a Clothing Boutique -clothing, furnishings, art galleries, kitchen shoes & accessories wares 0 Law Offices * Accounting Offices Hair/Nail Salons (no more than 2 * Real Estate Offices approvals per fiscal year) * Marketing Offices 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-2 Page 5 of 15 Rent Reimbursement 1.00 East Ocean Avenue,4'' Floor, Boynton Beach, FL 33435-Phone: (561) 600-9090 www.boyntonbeachcra,corn * 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 4l" Initials Page 6 of 15 Rent Reimbursement 100 East Ocean Avenue,4`"Floor, Boynton Beach, FL 33435-Phone: (56.1.)600-9090 www.boyntoibeachcra.com submitting an application. Applications will not be considered until all required documentation is submitted to the B 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-carne, 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 principa Vowners of business, Make check payable 'to, Boynton Beach CRA. 2, Resume for each principal/owner of the business, 3. Copy of the corporate docurnents for the applying bUSiness entity, 4. Copy of City and County Business Licenses (Business Tax Receipt), 5Copy of executed multi-year commercial lease agreement. & 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 weeHy schedule. 9. If applicant is an existing business expanding to occupy rnore 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), 1 1,Authodzation 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 &11 rewired ap, ficationJocumentation rnust be suk_ra i fieLaq later than noon -two weeks prior to the second Tuesday of the mondi.. BBCRA staff will review the application to 8nffiais Page,7 of 15 Rent Reirnbursernent 1.00 East Ocean Avenue,4"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 resentation must be submitted no later than noon two wegR��- for to the second Tuesda .. 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. BSCRA 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 shail be made within 30 days of the start of the next month, InitialsV� Page 8 of 1.5 Rent Reimbursement 100 East Ocean Avenue,4""Hoor, Boynton Beach, FL 33435-Phone: (56 .1 600..9090 www.boyntoribeachcra.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 appjipq_qt does not �_qbjIt its rnouaLhly reimbur�_qmpnt re_quq within 30 days,following the end of the next month in which lioarit ire gestin eit�qL_, _Lm �_qment, 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 Rulesi Requirements and Application. NOTICE TO THIRD PARTIE& The grant application prograrn 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 MI. 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. Page 9 of 15 Rent Reimbursement 100 East Ocean Avenue,4"'Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www,boyntonbeachcra,com BOYNTON wasmBEACH MMUNITY REDEVELOPMENT AGENCY APPLICANT INFORMATION I r TI Business Name (d/b/a if applicable): Current Business Address" a� *�+".` s p "�' � f fk Fed ID#-:_..... Business Phone Number: Fax: Website: .......__ _.. __........... _ Existing Business: Yes No Number of ears in existence: � Time at Current Location: New Business to Boynton Beach: Yes % ^ leo Do you have an executed lease agreement: Yes , o_.... if so, monthly base rent: New business Address: Square footage of current location: - "! .,_ Square footage of new location: f Type of Business: � _....._...__ m... w... __ Number of mpbyees: __. ��' _� . }-lours of Operation: w. Page 10 of:1.3 Rent Reimbursement 100 East Ocean Avenue,4"'Floor, Boynton Beach, FL 33435—Phone: (561)600-9090 w ww.boyntonbeachcra,corn , UNf YDEM O ENT AGENCY APPLICANT INFORMATION (if more than 4 principals/owners additional sheets may be used) I., d 1. Principal/Owner Narne. -�`��. Date of Birth: .. . _ _......_Email: "I Residential address: _........ _,aW .. �.._ _. _._._.. _t_.__. _. _ .__. t.l ................ ................ Cell Phone Number: 2. Principal/Owner Marne: Date ofBirth: mail: Residential address: Cell Phone Number: Principal/Owner Name: Date of Birth: Email: Residential address: .......... ................_.._._... Cell Phone Number: 4, Principal/Owner Name: Date of Birth: grail: Residential address. __._._.... _......._ __...__.., ,__n. _...._......_._.. __..__._. _ ........... _..____..._ _ ........__._._. _ Cell Phone Number: Page 1of 15 Rent Reimbursement 100 East Ocean avenue,4`�' Floor, Boynton Beach, FL 33435—Phone: (561)600 9090 www.boyntonbeaclicra.com BOYNTON amoBEACH COMMUNFrY REDEVELOPMENT AGENCY APPLICANT INFORMATION Aro you applying for grant assistant under any other program: offered by the BBCRA? Yes_ (! No. If yes, what additional pro rams 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: r-, Landlord Name: Landlord's l ailincpAddress: 'IS- ................. _ _ Landlord's Phone Number: � ,.� CERTIFICATION AND WAIVER OF PRIVACY: For purposes of this certification and waiver of privacy, the term "I" refers to the applicant and to all signatories below individually. By signing below, each signatory represents and confirms that he or she is authorized to sign on behalf of the applicant(s). I, the undersigned applicant(s), certify that all information presented in this application, and all of the information furnished in support of the application, is given for the purpose of obtaining a grant tender the Boynton Beach Community Redevelopment Agency Commercial Rent Reimbursement Grant Program, and it is true and complete to the Fest of my knowledge and belief. 1 further certify that l 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 1.2 of 1.5 Rent Reimbursement 100 East Ocean Avenue,41" Floor, Boynton Beach, FL 33435—Phone:(561) 600-9090 www.boyntonbeaclicra.com BOYNTON o 'BEACH COMMUNifff REDEVELOPMENUAGENCY APPLICANT I T 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 chants is at the scale discretion of the Boynton Beach Community Redevelopment Agency Board. l understand that the purpose of the grant is to further the Boynton Beach CoMMUnity Redevelopment Flan, 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 Flan. Should rely 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 Flan. 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. 1 further grant permission, and authorize any bank, employers or ether public or private agency to disclose information deemed necessary to complete this application. I specifically authorize the Baynton 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 programa. i understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed. Page 13 of 15 Rent Reimbursement 100 East Ocean Avenue,4`" Floor, Boynton Beach, Ft.331:35—Phone- (561)600-9090 www.boyiitonbeaclicra.com BOYNTON iNUMBEACH APPLICANT INFORMATION APPLICANT S4G " : ........... m_ Pripa3fOwnr°s Sscnat�sre Date �. 0 `r ,� ..-. _. ..__ _�_�._...........__�_ �. ......._, ._ � Pr;Red tame Title Print°r p a1140try-/0�n.-ner's Signattare.._..... +ate _._ _. _..............v,.._.._............_..-__ Printed �9arrte Title 0. .___�._____._._ _ _.___._. ._.�.., ____._.....__ .,.. _.,_.___.�_.___.........._.________ PrinclpallC)uvner's Signataare late ,--- -- ----T—rtSe— _.._..__.. Printed P`�ame " 4, ......... PrincipallOwner s Signature tate Printed ar�rte Title Notary as to Princa allOwner's Signatures _ Multiple notary pages may be used if Sign ng individually 0 14 STATIC OF �.... �� � .. COUNTY��.w � ,u. i . .. .... ... .. .. ..._....,d..,,...�. BEFORE ME,an officer duly apthor•szed by lava to administer oaths and take ackno ledgerrrents� appeared_ _ 1 _..._ . .. .,;w_. who isla� per8can8lii €�rrpwn to me or PP. produced.... ....r_. .µ,_.�......µ__._._._... .............._.� _. _...._......___:,,, _....__ as...id�ent i�tc�ny-�rid acknowledged helshe executed the foregoing Agreement for the arse and purposed mentioned in it and that the instrument is his/her act and deed. IN WITNESS OF THE FOR ] C7, I have set my nand and official seal in the State and t,oaang aforesaid on this--_ a, w day of _. _.... "_ c 20 .nW r. `VOTARY PUBUC ...;y�'(!", E 81.YPASHER My Commission Expires: W COMMISSION#GG 925125 "• �: EVIRES.December 25,2525 Bonded Thto Notary Pubk 4 envrftom Pale 1.4 of 1.5 Rant Reimbursement 100 East Ocean Avenue,Art' Floor, Boynton Beach, FL 3343S-Phone: (561) 600-9090 BOYNTON asmBEACH LANLORD INFORMATION LANDLORD « T : _.. _. Lara p ,card's Signature t7a# r Printed lame Tifie 2. l a dlor&s Signature - F"rinfe—d i arse Title lVotary as to Princi all wner's Signatures -Multiple rotary pages may be used if signing individually STATE Cil= ..._ , ._.r t ... COUNTY OF BEFORE ME, an officer duly authorized by law to administer oaths and talo acknow1pog rnents, who isfarrersc�r�ally r54 r� topersonally appeared a � me or produced as a�e���,ntification, and ac9mowledged he/she execrated 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 CD GI � I have set niv hand and official seal in the State and County aforesaid on this day of t . .".. ,,..._ r ti < w EMILY POSHER � m NOTARY PUBLIC COMMISSIONJ Y D +m °.* fluty Commission Expires: EXPIRES.December 25,2fl23 prd d Thru tis PublicUn en�c'tars ...� � . _. .,.. Page 1.5 of 15 Gent Reimbursement 100 East Ocean Avenue,41" Fluor, Boynton Beach, Far 33435--Phone: (561) 600-9090 vuww,boyiitonbeachcra.cram 8/26/2021 PAPA Maps a DHYJACKS .w.CFA,AAS Palm Beach County Property Appraiser �ylmflll%nY//idlln�fffffff �, "'(e V€rPa(r.JF har )Iau lerrhee Alugglom- Search by Owner Address or ParcelI'ii 9 serg iN 00 ;. �View Property Record r Owners ( � G 10 HOLDINGS INC Property Detail I oc,,H on 5 0 INDUSTRIAL AVE hiVMW Sake Atre �J R iiJ lll�ll� i' f �.. t r y IArlunic.11^t,Ihiy BOYNTON BEACH Parr,ed 1'Irr. 08434520000000071 6i.lacJlvr ion I Scrrrl<. 31811 Page,1268 Sale Dam,OCT-2020 n•' "� rw� " °j �.�y^ f i//%/fit' i, I i, 510 INDUSTRIAL AVE (Mailing Add rr;,, BOYNTON BEACH FL 33426 3645 IJ,e I ype„4800-WAREH/DIST TERM € I pdU1('Qth,+eye.. ' i,�r t?11 Iwn1111"A11 I of,l 26589 ..I/, "��' ✓ d � Square I rel °i//p%�i/I(v��rvwria�oriaoorra�irii�irii�rra?�rr�oiriioirii�rra�rraoorra��. � u � f r / Sales Information Sales Date Price OCT-2020 2500000 t e+? Itl NOV-1 984 650000 ' 1 JAN 1969 31000 - VVVVVVV1�7�i Appraisals /ll f � wig Tax Year 2021 IIIA' hnn jprove;rrie;ril Value $1,542,787 r arid Value $604,534 I rrl'ocl Illi nrlarsl':A(,,li.e $2,147,321 r ro r - All values are as of January I11-ctllirrlrrar1 r 1steach year it 1% Assessed/Taxable values Tax Year 2021 IIP Assessed Value $2,147,321 I $0 u..!f. J' rail>Rr i7 s imuuuumm luxublr,,Vali.e;;; $2,147,321 j Taxes Tax Year 2021 IIP' Ad Va.lorern $45,585 (',Ion Ad Valorem $6,775 I oi,.l i, $52,360 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434520000000071# 1/1 LEASE THIS AGREEMENT is made on October 15,2020,between IOK HOLDINGS, INC, a Florida limited liability company,hereinafter referred to as `lessor," and CUSTOM TRUSS, LLC,a Florida limited liability company,hereinafter referred to as "Lessee,"for the rental of the prolperty hereinafter described, in consideration of the mutual promise, terms and conditions contained herein. 1. Premises. Lessor does hereby lease to Less, on the terms and conditions specified herein,Lessor's building located at 510 Industrial Ave, Boy-ton Beach,FL 33426,together with appurtenances,hereinafter referred to as the"premises." 2. Term. The term of this lease shall commence at 12:01 A.M. on October 15 2020, and shall end 11:59 p.m. on October 15 2050, unless terminated at another time as herein provided. 3. Rent. Lessee agrees to pay to Lessor,as rent for the above described premises,the sums of Eleven Thousand Dollars ($11,000.00)per month,plus applicable sales tax,payable in advance on the first day of each month,beginning on October 15,2020,and continuing each month thereafter for the term of this Agreement.Notwithstanding anything herein to the contrary,rent shall not exceed the total amount necessary for Landlord to pay the mortgages on the property,real estate taxes, insurance, maintenance and upkeep. 4. Utilities.Taxes and Insurance. Lessee shall pay for all utility services to the premises,including but not limited to electricity, water and telephone. Lessee shall also pay to Lessor, as additional rent(a)all premiums on Lessor's existing casualty and liability insurance policies on the premises, or any comparable insurance obtained by Lessor, (b) all taxes and assessments levied against the premises during the term of this Agreement, and(c) all costs of maintenance and upkeep of the premises. The foregoing items may be paid by Lessee directly, or by Lessee's reimbursement to Lessor within five(5) days after Lessor's written notice to Lessee of Lessor's payment of same and the amount there of. 5. SecurityDeposit.No security deposit required 6. Condition of Premises. (a)Lessor shall, at Lessor's own cost and expense, put said premises in a condition suitable for use and occupancy as a hardware sales center end warehouse,maintain the premium in said condition for the turn of this Agreement, and repair any damage or other conditions rendering the premises untenantable under the laws or regulations of any governmental unit or agency having jurisdiction thereof, except for damage or injuries to the premises occasioned by Lessee's failure to exercise ordinary care in the occupation thereof, or upon destruction or severe damage to the premises as provided in Paragraph 14 hereof. Lessee shall promptly notify Lessor in writing of any damage or condition rendering the premises untenantable, and Lessor shall not be charged with knowledge of such condition, for purpose of Lessor's duty to repair the same,prior to receipt of such written notice. b. lessee acknowledges and agrees that it has examined the premises and any equipment subject to this Agreement;that it accepts said premises and equipment as being in good, safe, and clean condition and repair, and that it will keep the premises in good order and condition and surrender the premises on termination of occupancy in the same condition as existed they are on the date of this Agreement, excepting only reasonable wear and tear and damage by the elements. C. Lessee shall promptly reimburse Lessor for the cost of any repairs to the premises caused by Lessee's negligence,misuse or abuse of the same, or by the negligence,misuse, or abuse of Lessee's employees, agents, contractors, guests, licensees or invitees. 7. Use. Lessee shall use the premises as a hardware sales center and warehouse. 8. QLuigtEqj9yjnent.,Lessee shall be entitled to the quiet enjoyment of the premises during the term of this Agent. Lessee shall be responsible at all times for the conduct of its employees, agents, contractors,guests,employees, clients, customer, licensee and invitees while they are on the premises. 9. Alterations. Lessee shall make no alterations or improvements to the premises, or do any painting or permanent redecoration during the term of this Agreement, without first obtaining the express prior written consent of Lessor. Unless otherwise provided by express written agreement of the parties, any and all alterations and improvements to the premises made by Lessee with the consent of Lessor, including carpeting and any other improvement that cannot be removed without substantial alteration or disturbance to the premises, shall remain on the premises on Lessee's termination of occupancy and shall become the property of Lessor. 10. Lessee's Release. Lessee hereby expressly releases Lessor from any and all liability for loss or damage to Lessee, or to any property of Lessee, causal by water leakage, breaking of pipes,thief,vandalism,fire, natural disaster or any other cause beyond the reasonable control of Lessor 11. Lessee's Indemnification. Lessee shall indemnify and hold Lessor free and harmless from any and all liability,claims, loss,damage or exposes arising by reason of any death,injury or property damage sustained by any person, including Lessee or any agent or employee of Lessee,where such death, injury or property damage is caused or allegedly caused by any negligent or intentional act of Lessee or any guest, licensee, or invites or Lessee, or by Lessee's failure to perform any covenant, term, condition or act required by this Agreement. 12. Re-en . Lessor reserves the right to re-enter the premises and to authorize such re-entry by any agent or employee of Lessor,for the purpose of repair,maintenance or inspection of the premises, or to exhibit the premises to actual or prospective purchasers or tenants. Such entry shall be made only at reasonable times and upon forty-eight(48)hours' notice to Lessee, provided that Lessor or any duly authorized agent of Lessor may enter without prior notice in an emergency or in the event of surrender and abandonment of the premises by Lessee 13. Assignment and Subletting. Lessee shall not assign this Agreement or sublet all or any portion of the premises without the prior written consent of Lessor, which content shall not be unreasonably withheld. Any assignment or subletting of the premises without the prior written consent of Lessor shall be void and shall,at the option of Lessor,terminate this Agreement. Lessor's consent to any assignment or subletting shall not be deemed a waiver of this provision or a consent by Lessor to any subsequent assignment or subletting. 14. D �ame a mmgVg t to ww„Premises.'se,s. In the event that the premises are destroyed by fire or other „ disaster, or are damaged so severely as to render them substantially untenantable and to require substantial time and expense to restore them to a tenantable condition,Lessor may, at her sole option, elect either to: (a)terminate this Agreement and all obligations of the parties hereunder; or(b)make such repairs as are necessary to restore the premises to a tenantable condition. If Lessor elects to repair and restore the premises, and such repairs cannot be completed within thirty(30) days,then Lessee may, at its option, either: (a)terminate this Agreement; or(b) continue as Lessee hereunder,but without obligation to pay rent for any period in excess of the thirty (30)days which it takes to complete repairs to the premises. 15. Eminent Domain. Should any or all of the premises be taken by any agency or entity under the power of eminent domain,this Agreement shall terminate as of 12:01 A.M. on the earlier of. (a)the date title to the portion taken by eminent domain vests; or(b)the date actual physical possession of such portion is taken by the agency or entity exercising the eminent domain power. Any and all compensation or damages awarded for such taking, except amounts awarded to Lessee for moving or for damages to Lessee's personal property, shall belong to Lessor. Lessee shall have no claim against Lessor or the agency or entity exercising the eminent domain power for the value of any unexpired portion of the term of this Agreement. 16. Lessee's Default. Any of the following acts or omissions shall constitute a material breach of and a default under this Agreement by Lessee: (a). Lessee's Failure to pay any rent or other sum payable under this Agreement on the date it becomes due. (b). Lessee's nonperformance or breach of any term, covenant, condition or provision of this Agreement. (c). An adjudication that Lessee is a bankrupt, or appointment of a receiver to take possession of all or substantially all of Lessee's property. (d). The supplying of incorrect or materially misleading information by Lessee in connection with the application for rental of the premises. (e) A sublease or assignment by Lessee in violation of Paragraph 13 of this Agreement. 17. In the event that Lessee commits a material breach of this Agreement, as defined in Paragraph 16 hereof,Lessor may,in addition to any other legal or equitable remedies that may be available to Lessor: (a). continue this Agreement by not terminating Lessee's right to possession of the premise,and continue to enforce all of Lessor's rights and remedies under the terms hereof, including the right to recover the rent specified herein as it becomes due; or (b) terminate this Agreement and Lessee's right to possession of the premises in the manner provided below,and commence an action against Lessee to recover possession of the premises and for such damages as may be available at law. 18. Attorneys' Fees. Lessor shall be entitled to mover costs and reasonable attorneys' fees in any action or proceeding to secure any rights under this Agreement or to enforce any remedies available hereunder or at law. 19. Holding Over. Should Lessee remain in possession of the premises with the consent of Lessor following expiration of the term of this Agreement, such continuation in possession shall constitute a month-to-month tenancy between Lessor and Lessee, subject to all the terms,covenants, and conditions contained in this Agreement. Any tenancy so created shall be terminable by either party on thirty (30) days' written notice to the other party. 20. Subordination. This Agreement and the Lessee's interest in the premises are and shall be subject, subordinate, and inferior to any lien or encumbrances now existing or hereafter placed on the demised premises by Lessor,to all advances made under any such lien or encumbrance,to the interest payable on any such lien or encumbrance, and to any and all renewals and extensions of such liens or encumbrances. 21. Waiver. The waiver by Lessor of any breach of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision hereof. 22. Joint and Several Liability. Should more than one person execute this Agreement as Lessee,all such persons shall be jointly and severally liable for all the tents, conditions, covenants and provisions contained herein;provided,however,that any act or signature of one or more of the persons executing this Agreement as Lessee,and any notice or refund to, or served or, one of the persons executing this Agreement as Lessee shall be fully binding on all such person. 23. Inurement. Subject to the limitations container herein with respect to assignments of Lessee's interest under this Agreement, all provisions hereof shall be binding upon, and inure to the benefit of,the parties hereto and their heirs, executors,representative, successors and assigns. 24. Entire A reement. This Agreement constitutes the sole and complete agreement of the parties concerning the demised promises and correctly sets forth the rights and obligations of the parties hereto. Any agreement or representation between the parties hereto respecting the subject matter of this Agreement,whether oral or in writing, which is not expressly set forth in this instrument, is null, void and of no legal effect. 25. Modification.,This Agreement may be modified only by a written agreement signed by both Lessor and Lessee, and any attempted oral modification of this Agreement, whether real or purported, shall be of no force or effect. 26. Severability;. In the event that any part of this Agreement is construed or declared unenforceable,the remainder shall continue in full force and effect as though the unenforceable portion or portions were not included herein. 27. Notice. All notices or communications required or permitted by this Agreement shall be deemed duly served and given when personally delivered to the parry to whom directed, or, in lieu of such personal service,when mailed,first-class postage prepaid, and: (a). if directed to Lessee,addressed to Lessee at the address of the premises; (b). if directed to Lessor, addressed to Lessor c/o Iva Koutlova, 510 Industrial Ave, Boyton Beach, FL 33426,or at such other address as may be specified by Lessor from time to time. Executed on the day and year first above written. LESSOR: IOK HOLDINGS, INC, A Florida S-Corporation f, Iva Koutlova, .i ::eholder LESSEE: CUSTOM TRUSS, LLC, a Florida limited liability{ company Iva Koutlova, Maw�ging Member ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CONSENT AGENDA AGENDAITEM: 12.J. SUBJECT: Approval of Commercial Property Improvement Grant Program in the Amount of $25,000 for Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 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 Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426 (see Attachments I - 111). Custom Truss is one of the oldest and most reliable truss manufacturers in Florida and is proud to provide custom wooden trusses to homeowners and builders throughout South Florida and the Caribbean. Custom Truss was previously located in Delray Beach since 2001 and recently relocated to Boynton Beach when they purchased an industrial property. As the property owner of an industrial 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 interior and exterior improvements including: Converting storage to new office space, window replacement, stair replacement, new bathroom, new air conditioning, etc. The total cost of eligible property improvements exceeds $223,200 (see Attachment IV). If approved, the applicant is eligible to receive a maximum grant of $25,000 under the terms of the grant. The grant is reimbursed to the applicant once the City of Boynton Beach Building Department approves all permit requirements and the proper reimbursement documentation is submitted to CRA staff for approval. FISCAL IMPACT: FY2020-2021 Budget Project Fund, Line Item 02-58400-444, $25,000. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approval of the Commercial Property Improvement Grant not to exceed the maximum grant award of $25,000 to Custom Truss LLC located at 510 Industrial Avenue, Boynton Beach, FL 33426. ATTACHMENTS: Description D Attachment I -Commercial Property Improvement Application D Attachment II - Location Map D Attachment III -Warranty Deed D Attachment IV - Project Quotes .B.OYNTON 11111111111111111111111111111BEACH CR4 COMMIJWY REDEVELOPMENTAGENCY October 1, 2020 — September p IMPROVEMENT 2021BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY COMMERICAL PROPERTY GRANTPROGRAM Program R1 tions 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")A") Area. The program is designed to provide financial assistance to new and existing businesses in the forma of a reimbursable grant intended to reduce the initial casts associated with the repair and rehabilitation of buildings or other improvements in accordance with the BBCRA Community Redevelopment Plan. Improvements paid for by the BBCRA must be permanent and stay with the building. The BBCRA reserves the right to approve or deny any Commercial Property Improvement Grant Program application and to deny payment at any time if, in its sole and absolute discretion, it determines that the business will not advance the goals and objectives established for redevelopment of the BBCRA Area. For purposes of this application, the term "new business" means a company in operation for less than six months or relocating to Boynton Beach. The terra "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 leasee The terra "project" means the eligible exterior or interior improvement project for which the applicant seeks reimbursement. Initials Page 1 of 17 Property Improvement 100 Fast Ocean Avenue,4'h 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 Lave' 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 reap). ® 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,4"Floor, Boynton Beach, FL 33435-Phone: (561.)600-9090 www,boyntonbeachcra,corn * 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. 19 The Applicant's Experian consumer credit report must reflect an acceptable level of financial stability, as determined in the sole discretion of the BBCRA. A copy of the consumer report will be provided to the applicant upon request. Applicants must have an Experian credit score of 601 or higher and have no listed history of bankruptcy to be eligible. If there is more than one business owner, the majority of the business owners must have credit scores of 601 or higher to be eligible. * All work must be done in compliance with applicable City of Boynton Beach Building Codes and Land Development Regulations. All contractors must be licensed as required to work in Boynton Beach and/or Palm Beach County. For any projects valued more than $250,000 (based on the project's construction value as it appears on the Palm Beach County-Wide/Municipal Building Permit Application Form submitted to the City of Boynton Beach), preference will be given to projects that will use contractors with an office in Palm Beach County. Please contact the City of Boynton Beach Development Department regarding the proposed work to be performed prior to submitting a grant application, * Grant funding amounts will be based on the applicant's project budget., specified at the time of the BBCRA Board approval, plus an added 20% contingency funding amount, * Grant funds will be reimbursed exclusively for approved work and approved change orders. * The Commercial Property Improvement Grant Program may only be used one time in any five year period for any one property. Entities hoping to improve properties that were previously improved using a BBCRA improvement grant may apply for additional grants any time after five years from previous grant approval. * In order to qualify for the grant, the subject property may not have any outstanding City of Boynton Beach liens at the time the applicant seeks reimbursement. To ensure that the property does not have any outstanding liens, violations or monies owed for utilities, the BBCRA will perform a lien search on the property at a cost of $115.00, which will be deducted from any grant funding awarded to the recipient. � /,J ,�e Wtials VK-1 Page 3 of 17 Property Improvement 100 East Ocean Avenue,411 Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.corn 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 reirnbursement 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 BB RA has the sole and absolute discretion to grant or deny such extension, * Project iterns completed and paid for by the applicant more than 60 days prior to grant approval by the BBA 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 BB RA the rights and Use of photos and project application materials. * The BB RA Board may give preference to local businesses. For purposes of this grant, local business means a duly licensed business entity with an office location in Palm Beach County. Page 4 of 17 Property Improvement 100 East Ocean Avenue,4"'Floor, Boynton Beach, FL 33435-Phone.-(= 1)600 -9090 www.boyntonbeachcra.com Projects and items eligible for funding under this grant program are limited to: * Structural walls 0 Plumbing 0 Flooring * Grease trap installation 0 HVAC system ADA Improvements * Electrical systems, a Hood &fire Signage including exterior and suppression Doors/windows interior lighting * Landscaping and 0 Parking lot re-paving, 0 Patio decks irrigation within the re-sealing, and/or connected to the pro,ject site restriping building * Painting * Fencing (excluding 0 Demolition of structure a 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 0 Solar electricity and a Security stations—See attached water heating—See came ras/system** ReNew PACE Eligible attached eNew 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 maAMUrn 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 Seri/ices Religion- Affiliated Retail Stores Churches/places of worships Non-profit Organizations Alcohol arid/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 BBORA Area Page S of?.1 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435- Phone: (561)600 -9090 www,boyntorit)eachcra.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 D&cor/Design -home 0 Boutiques- clothing, shoes & furnishings, art galleries, kitchen accessories wares * Law Offices • Accounting Offices 0 Hair/Nail Salons (no more than two • Real Estate Offices approvals per fiscal year) Initials, YV` Page 6 of 17 Property I mprovernent 100 East Ocean Avenue,4t"Floor, Boynton Beach, FL 33435-Phone: (561)600-9090 www.boyntonbeachcra.com * Marketing Offices Medical Offices * Fitness Facilities --yoga, dance Insurance Offices exercise, martial arts, etc. 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 facade pgly 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 5CA Board approval, up to a maximum amount of$15,000 in grant funding. Tier Three Businesses must be one of the following types of businesses: * Kava Tea Bar 0 Pawn Shops * Convenience Stores- (Fagade a Liquor Store and Security Improvement a Laundry/Dry Cleaner facility oniy) 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 minirnum 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 ternis of lease and methodology for future rent increases; * Responsible party for interior and exterior repairs and/or improvernents; * Insurance requirements; * Ability to terminate; and Initials Page 7 of 1.7 Property Improvement 100 East Ocean Avenue,41h Floor, Boynton Beach, R 33435-Phone: (5631) 600-9090 www.boyritc)ril3eac[icr-a.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, FIL 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 BBCR A 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: ,,4. 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 J project budget. It must list all project costs for which the applicant is requesting reimbursement. The project budget must provide a total cost of the project. 4. Signage design, project color chips, material samples and material specifications, if applicable. `-5. Copy of building permit receipt/application, if the permit has not been applied for prior to submission of the grant application, a copy of the building permit receipt is due within 90 days of grant approval, or the grant award may be terminated. 6. Resume for each principal/owner of the business. T Copy of the corporate documents for the applying business entity. 8. Copy of executed multi-year commercial lease agreement. 9, Copy of Warranty Deed. 10.Two years of corporate tax returns (for existing businesses only). 1.T`wo years of personal tax returns for the principal/owners of a new business. Page 8 of 17 Property Improvement 100 East Ocean Avenue,4"' Floor, Boynton Beach, FL 33435-Phone: (561)600 -9090 www,boyntoiibeachcra.com 12.Copy of design and construction plans associated with the proposed improvements. 13.List of jobs to be created and filled including job descriptions, pay range and weekl} schedule. For existing businesses, provide a list of all Current positions including job descriptions, pay range and weekly schedule. 14.A minimum of four color digital "before" photos of the exterior and interior portions of the project. 15.Completed and signed application (attached). 16.Authorization to perform credit check for the business and each principal/owner of the business (attached). 1_7W Form and Vendor Application (attached). City Planning and Development Department Acknowledgement Form (attached). ,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-pTi.orto-the.. secondL 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. BBC FZA staff will notify the applicant of the BBCRA Board's approval or denial in writing. Initials Page 9 of 17 Property Improvement 1.00 East Ocean Avenue,41h Floor, Boynton Beach, FL 33435-Phone: (561)600 -9090 www.boyntonbeachcra,corn 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 BBC RA 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 Buiiding 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. 2Copy of City of Boynton Beach and Palm Beach County licenses (Business Tax Receipt). lnitWs Page 10 of 17 Property lrnprovement 100 East Ocean Avenue,4111 Floor, Boynton Beach, FL 33435-Phone: (561)600 -9090 www.boyntonbeachcrri.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 reimbursernent 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 pates, including parties that performed work on the project, Nor ,,hall 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 lnitials Page 11. of 17 Property Irnprovernent 100 East Ocean Avenue,4`h Floor, Boynton Beach, FL 33435-Phone.- (561) 60C)-9090 www.boyntoril)eachcrzi.com APPLICANT INFORMATION BUSINESS INFORMATION: Business Name (d/b/a if applicable): Current Business Address: I g Fed ID#:-�.,. ? Ll Business Phone Number: e -� � _ � Cell: L-3-5 `� ........_........._--- -- Website �� 1-1k,�i 4 ,� a _— .�` Existing Business: Yes ' No Number of fears in existence: Time at Current Location: 7 " f New Business to Boynton Beach: Yes"" No Do you have an executed lease agreement: Yes" No If so, monthly base reap 0 0a'��� 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: ���� C�C"�, ..._ List of improvements seeking reimbursement far, I'C r Requested grant amount: Page 12 of 17 Property Improvement 100 East Ocean Avenue,01 Floor, Boynton Beach, FL 33 135-Phone:(561)600-9090 www.boyntonbeaclicra.com BOYNTON VINUMBEACH APPLICANT INFORMATION PRINCIPAL/OWNER INFORMATION: (If more than 4 principals/owners additional sheets may be used) 1. Principal/Owner Name: 'A" it-tt- 0 V Bate of Birth: — Email: i Residential address: ...... � Cell Phone Number: mm _.. ....If 2. Principal/Owner Name:. .. Date of Birth: Email: Residential Address: Cell Phone plumber: 3. Principal/towner Dame: _ ................................... Date of Birth: _ Email* .............__._� Residential Address; Cell Phone plumber: 4. Principal/Owner Name m.__......_....._._._ _... .................v_.........__. Date of Birth: Email: Residential Address: .�.. _ . _..,.._ ....__..._............_...... — ___......_...... ....... Cell Phone Number: Are you applying for grant assistant under any other program offered by the Dl3CRA` Yes No If yes,what additional rograms are you applying for: ___....�_.......� � ._�.� -- flC04_ Page 13 of 17 Property Improvement 100 East Ocean Avenue,4"Floor, Boynton Beach, FL 33435--Phone: (561) 600-9090 www.boyntonbeachc�-a.com BOYNTO N ommBEACH APPLICANT INFORMATION Are you receiving grant assistance under any other governmental agencies: Yes—No 1f yes, list any additional grant sources and amounts: LANDLORD INFORMATION: Lan0ord Marne: Landlords Mailing Address r Landlord's phone Number.- C� , a,0, � CERTIFICATION I V OF PRIVACY: For purposes of this certification and waiver of privacy, the terra "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 trace 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, 1 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. 1 Initials Page 14.of 17 Property Improvement 100 East Ocean Avenue,4?"Floor, Boynton Beach, FL 33439-Phone: (561)600-9090 www,boyntonbeachcra.com BOYNT ON , m,wwBEAC.,H APPLICANT ` I understand that the purpose of the grant is to further the Boynton Beach Community Redevelopment Flan, 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 Flan. Should nay 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 Flan, 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 nie from obtaining grant funding, 9 give permission to the BBCRA or its agents to take photos of myself and business to be used to promote the program. I understand that if this application and the information furnished in support of the application are found to be incomplete, it will be not processed- Page 15 of 17 rocessed_Page13of17 Property lrnprovement 100 Feast Ocean Avenue, 4'h Floor, Boynton Beach„ Fl-33435--Phone:(561)600-9090 www.boyntonbeac_hcra.com BOYNTON M § . APPLICANT INFORMATION APPLICANT SIGNATURES: Prin6rp4-9wner's Signature Date ani Printed erne Title 2. Principal/Owner's Signature � � Date_._.___._._._._.� Printed Name Title 3. .............................._. ".. ..... Principal/Owner's Signature Dake .........................._._._.._----....._.._...__..._....... ._.._...........---__........._..___....__....,._....,_. Printed Name Title 4. F'rinelpa&IC�wner's Signat��rre Date m................................._...__...............................................................___...._.._......._._.__._.__....._.._....._........._.:_...._.._....._.......__.._._......................................................_..__.....-- Printed Name Title Notary as to PrincipailOwner's Signatures - d4 ulgiple notary pages may be used if signing individually STATE OF � 00 �� COUNTY OF BEFORE ME, an officer duIy authorized by law to administer oaths and take acl(rrb yu9ecl eer ents, personally appeared r lire was.ES lar�":µS�Chtt n 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, Its WITNESS OF THE FOREGOING,ING, leve.set my hand and official seal in the Mate and County aforesaid on this_�......_".___. m._. � day of 20 N6 ;( i54JPLIC PA Yp SHER y Commission Expires: PAY WW MA SSION#GG 923128 FXpIRES,December 2 ,2023 i��— B'crrdos YtPia #Pini UrcdP 'rit rs Page 16 of 17 Property Improvement 100 East Ocean Avenue,4" Floor, Boynton teach, FL 33435—Phone; (561)600-.3090 www.boyntonbeachcra,com BlaYNH ON r , �wmBEACI LANDLORD INFORMATION LANDLORD SIGNATURES: f, Land, d`s Siggpture Date Printed Name Title 2. Landlord's Signature Date ........... _....._.........................-._ Printed Name Title Notary as to Priv l ll ner', Signatures -Multiple notary pages may be used if i la individually STATE OF V _— t7( h11 OF ..... BEFORE ME, an officer duly authorizeo by lawn to administer oaths and take acknowledgements, personally appeared _ .._ � :- .t .. ._...._, ...... o estareanaliyrown to me or produced _._.._. .. . dpi€ is tic n, and ......-._............ ..... . _ acknowledged h 6h � xecuted the foregoing Agreement for the use and purposed mentioned In it and that the instrument is his/her act and deed, IN WITNESS SS O THE FOREGOING, I have set my hand and official seal in the State and County aforesaid on this day of 1` _.._ 2 ' �_-...... _... ... . ..__... ...�— w NOTARY PUBLIC My Sorr missionExpires: t v EMILY PASHER Y G IS ION GG tW25 EXPIRES. cebe;25,2022 oMed T'nru Notary Pubtic t3 vciF rs Page 1.7 of 17 Property Improvement 100 East Ocean Avenue,4ch€loom Boynton Beach, f L 3343 5 ..-Phone: (561)600-9090 www.boyntonbeachcra.com onbeachcra.com 8/26/2021 PAPA Maps a DHYJACKS .w.CFA,AAS Palm Beach County Property Appraiser �ylmflll%nY//idlln�fffffff �, "'(e V€rPa(r.JF har )Iau lerrhee Alugglom- Search by Owner Address or ParcelI'ii 9 serg iN 00 ;. �View Property Record r Owners ( � G 10 HOLDINGS INC Property Detail I oc,,H on 5 0 INDUSTRIAL AVE hiVMW Sake Atre �J R iiJ lll�ll� i' f �.. t r y IArlunic.11^t,Ihiy BOYNTON BEACH Parr,ed 1'Irr. 08434520000000071 6i.lacJlvr ion I Scrrrl<. 31811 Page,1268 Sale Dam,OCT-2020 n•' "� rw� " °j �.�y^ f i//%/fit' i, I i, 510 INDUSTRIAL AVE (Mailing Add rr;,, BOYNTON BEACH FL 33426 3645 IJ,e I ype„4800-WAREH/DIST TERM € I pdU1('Qth,+eye.. ' i,�r t?11 Iwn1111"A11 I of,l 26589 ..I/, "��' ✓ d � Square I rel °i//p%�i/I(v��rvwria�oriaoorra�irii�irii�rra?�rr�oiriioirii�rra�rraoorra��. � u � f r / Sales Information Sales Date Price OCT-2020 2500000 t e+? Itl NOV-1 984 650000 ' 1 JAN 1969 31000 - VVVVVVV1�7�i Appraisals /ll f � wig Tax Year 2021 IIIA' hnn jprove;rrie;ril Value $1,542,787 r arid Value $604,534 I rrl'ocl Illi nrlarsl':A(,,li.e $2,147,321 r ro r - All values are as of January I11-ctllirrlrrar1 r 1steach year it 1% Assessed/Taxable values Tax Year 2021 IIP Assessed Value $2,147,321 I $0 u..!f. J' rail>Rr i7 s imuuuumm luxublr,,Vali.e;;; $2,147,321 j Taxes Tax Year 2021 IIP' Ad Va.lorern $45,585 (',Ion Ad Valorem $6,775 I oi,.l i, $52,360 https://maps.co.palm-beach.fl.us/cwgis/papa.html?qvalue=08434520000000071# 1/1 UrIN ZU1dUU.jfUZ30 OR BK 31811 PG 1268 RECORDED 10/09/2020 15:38:09 k Palm Beach County, Florida AMT 2,500,000.00 DEED DOC 17,500.00 This. Instrument Prepared by and Return Sharon R. Bock CLERK&COMPTROLLER to: Pgs 1268-1271; (4Pgs) Scott A. Elk, Esq. Scott A. Elk, P.A. 1075 Broken Sound Parkway NW Suit: 102 Boca Raton, FL 33487 Property Identification Number: 08-43-45- 20-010-000-0071 S LINE FOR _. SPACEFOR PROCESSING THIS LINE: SPACE ABOVETHI - PROCESSING DATA PROCESSING DATA SPECIAL WARRANTY DEED This Special Warranty Deed made this oZ day of October, 2020, between POLY PLASTIC PACKAGING CO., INC., a New York corporation, having a mailing address of 18800 Long Lake Drive, Boca Raton, Florida 33496, as Grantor, and IOK HOLDINGS, INC., a Florida corporation, having a mailing address of 510 Industrial Avenue, Boynton Beach, Florida 33426, as Grantee. WITNESSETH That the Grantor, for and in consideration of the sum of Ten ($10.00) Dollars to it in hand paid by the Grantee,the receipt whereof is hereby acknowledged, has granted, bargained and sold to the Grantee, its successors and assigns forever, the following described property, lying and being in Palm Beach County, Florida, to wit: See Exhibit "A" attached hereto and made a part hereof SUBJECT TO: (1) matters appearing on the plat, zoning, restrictions and prohibitions imposed by governmental authority; (2) taxes and assessments for the year 2020 and subsequent years; (3) All other conditions, restrictions, reservations, limitations and easements of record, if any, but this reference shall not operate to reimpose same; and (4) All Permitted Exceptions set forth on Exhibit"B" attached hereto and made a part hereof. "Grantor" and "Grantee" are used for singular or plural, as context requires. GFN 20200315239 BOOK 31811 PAGE 1269 20F4 AND the Grantor hereby covenants with said Grantee that Grantor is lawfully seized said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land, and hereby warrants the title to said land and will defend same against the lawful claims of all persons claiming by, through or under the said Grantor. IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hand and seal the day and year first above written. Signed, se�-- d,,,,livered POLY PLASTIC PACKAGING CO., INC., a in our preNew York corporation ByPrint d Name: Enc othchild, its President A "%j Dated Zo-A 110 rated arne: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me by means of I�hysical presence or❑online notarization, this / day of October, 2020, by Eric J. Rothchild, as President of POLY PLASTIC PACKAGING CO., INC., a New York corporation, on behalf of the company, who is personally known to r D has produced w, as identification. NARY PUBLIC, State of Florida Serial No: My Commission Expires: .kyR scornAELK �° RNotary Public-State oI Florkla ; Commission#GG MOBS My Comm.Expires Apr 2.12123 Bonded through National Notaw Assn, CFN 20200378235 BOOK 31811 PAGE 1270 30F4 Exhibit "A" LEGAL DESCRIPTION The .South 250 feet of the East (ane-Half (E 1/2) of the East One-Half(E 1/2) of Lot 7, a subdivision of the East Quarter of Section 20, Township 45 South, Range 43 East, according to the Plat thereof recorded in Plat Book 1, Page 4, of the Public Records of Palm Beach County, Florida, which lies Easterly of Industrial of Industrial Avenue. U-N 1ULUU3[kSz30 BOOK 31811 PAGE 1271 4OF4 EXHIBIT "B" PERMITTED EXCEPTIONS 1. Easement in favor of Florida Public Utilities Company, filed January 4, 1988, recorded in Official Records book 5534, Page 603,of the Public Records of Palm Beach County, Florida. 2. Easement in favor of the City of Boynton Beach,filed July 15, 2002, recorded in Official Records Book 13911, Page 45, of the Public Records of Palm Beach County, Florida. 3. Any and all right, title or interest of the Lake Worth Drainage District, claimed, reserved,or now in use, by virtue of reservations contained in various Deeds, the Plats attached to the Affidavit recorded in Official Records Book 1732, page 612, or pursuant to Chancery Case No. 407, and as contained in the instrument recorded in Official Records Book 6495, page 761, and described in Affidavits in Official Records Book 6495, page 1165; Official Records Book 6495, page 1545 and Oficial Records Book 6495, page 1554, all of the Public Records of Palm Beach County, Florida. A/C& Heat $ 40,000.00 Cabinets $ 20,000.00 Drywall $ 15,000.00 Electrical Wiring $ 20,000.00 Fire Sprinklers $ 10,000.00 Flooring $ 9,000.00 Insulation -Thermal $ 10,000.00 Painting $ 15,000.00 Plumbing $ 12,000.00 Railings -Stairs $ 12,000.00 Sidewalks/Equipment Pads $ 1,200.00 Stairs $ 30,000.00 Stucco $ 10,000.00 Window Installation $ 4,000.00 Windows $ 15,000.00 Total: $ 223,200.00 50% Reimbursement max $ 25,000.00 r 444 COURCHENE DEVa.0PNIMT COU. ff REMODELINGIRENOVATION MANAGEMENT AGREEMENT This Agreement, made this 8u, day of December 2020 by COURCHENE DEVELOPMENT CORPORATION, a corporation duly incorporated and existing by virtue of the laws of the State of Florida, having its principal place of business at 1101-6 South Rogers Circle,Boca Raton,Florida,33487,hereinafter sometimes ("General Contractor') and Custom Truss LLC hereinafter ("Owners") a limited liability corporation existing by virtue of the laws of the State of Florida, having its principal place of business at 510 Industrial Ave., Boynton Beach, FL 33426, WITNESSETH: WHEREAS, Owner is remodelinglrenovating a commercial property at 510 Industrial Ave., Boynton Beach,FL 33426(hereinafter"Property"), utilizing the construction expertise of General Contractor, on aforementioned property owned by Owner in Palm Beach, Florida. WHEREAS, Owner desires to retain General Contractor to supervise the remodeling/renovating of the commercial property. WHEREAS, General Contractor to at all times exert its best efforts to complete the remodeling/renovating at the earliest possible time, to at all times fumish sufficient labor and materials to assure an efficient and speedy process, and to at all times utilize its best efforts to secure, protect and safeguard the property,work and materials. NOW,THEREFORE,the Owner and the General Contractor do mutually agree upon the terms and conditions herein set forth. ARTICLE 1 SERVICES TO BE PERFORMED BY GENERAL CONTRACTOR The General Contractor will perform the following services: 1 Coordination. Provide management, control, administration, planning, scheduling and coordination of the overall activities of the various subcontractors, maintaining control of each subcontractor to ensure completion of the Project on schedule. Owner recognizes that it is imperative for Builder to have all of owner's selections prior to commencement of the remodeling/renovating in order to effectively manage and coordinate the remodeling/renovating of the home. 2. Cost Accounti!1g, Provide for the proper disbursements and cost accounting. Maintain records of costs with respect to the various subcontracts including awards, extra and credit orders issued, change orders pending, payments to date and anticipated total cost and various cost accounts of work within each contract or subcontract. General Contractor will also review the progress reports provided by each subcontractor and applications for progress payments and final payments, 3. Supervision and ,Labor. Provide, as a cost of the Project, supervision of the work of all subcontractors to insure compliance with the work to be completed and reimburse job site labor. ARTICLE 2 q COMMUNICATION WITH OWNER t 5 The General Contractor shall review with Owner any commitments or awards of purchase orders, I contracts, subcontracts or other agreements. ARTICLE 3. INSURANCE c i P 1. Owner to have Liability Insurance.Such insurance shall also provide Builder with(30)days notice prior to cancellation. I 2. General Contractor shall be fully covered by Comprehensive liability and Workman's Compensation Insurance. ARTICLE 4 TERMINATION In the event the Owner shall terminate this Agreement, the Owner shall pay to the General Contractor all costs incurred on the Project, together with the amount of the unpaid General Contractor's fee up to the effective date of the termination; and shall also pay and satisfy all obligations which the General Contractor may have incurred to subcontractors, material vendors, employees or others in carrying on the Project. In the event of such termination, the General Contractor shall assign to the Owner all contracts, purchase orders and other documents pertaining to the Project and shall take such steps as are necessary to transfer title to any such goods and other property for which the General Contractor has been reimbursed. ARTICLE,5 PAYMENT 1. Contracts and Subcontracts. The Owner shall pay to the General Contractor, as billed, the cost of all contracts, subcontracts, purchase orders and other commitments made in the furtherance of the construction of the Project. All payments made by the General Contractor shall provide access to the Owner of all books, accounts, and all other records necessary to verify such payments. Owner recognizes that Owner's decisions, failure to make decisions and the nature, type and timing of Owner's selections may greatly impact General contractor's ability to timely perform the work. 2. Advance Payment. Simultaneously with the execution of this agreement, Owners shall pay to General Contractor the sum of Thirty Thousand and 001100µdollars($30,000.00)as an advance payment toward the cost of the job and keep a minimum balance of such funds in the account at all times to cover other costs related to construction. 3. tNarranty as to Payments. All requests for payments by the General Contractor shall constitute a representation and warranty that such funds will be used to pay the bills due and payable at the time of such request. 4. Fee. The Owner shall pay to the General Contractor as full compensation for the services required herein a fee of ten percent(101/6)of the total cost for the remodeling/renovating of the Project to be paid simultaneously with each payment for contracts, subcontracts, purchase orders, commitments and other reimbursable costs. i 2 ARTICLE 6 GENERAL PROVISIONS 1. Entire _Agreement. This Agreement contains the entire agreement of the parties. It supersedes any and all other agreements, either oral or in writing, between the parties hereto. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein,and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by the parties hereto, 2. Attorneys`Fees. In any litigation arising out of this Agreement,the prevailing party shall be entitled to recover all Costs as well as reasonable attorneys'fees, both at the trial and appellate levels. 3. Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors and personal representatives, administrators, successors and assigns. 4. Applicable Law. This Agreement is to be governed by and construed under the laws of the State of Florida. IN WITNESS WHEREOF,the parties have set their hands and seals on the first day above written. OWNER GENERAL CONTRACTOR Custom Truss LLC Courchene Q*01'6­pRhenit Corporation A Florida,firfiitpd liabilitycorporation a Flay carpo„„ra �� r 1 ............. �1 -, Iva Kut rbvti, Manao.r P?21 11 arc ene, President DATE EXECUTED BY BUYER: DATE EXECUTED BY SELLER: December 08, 2020 December 08, 2020 JAProspeclslfflank ContractslRemode1mg Agreement Cost+.docx 3 COURCHENE DEVELOPMENT CORPORATION 18-Nov-20 Project Name: 510 Industrial Ave t_ _ .,.....___ _.. .._ t i D— — _ — Code Description ,,.Budget Cos..._ » _,. �..... .., AI7DITIOIV .. ...,.,. ., ... � ..... -...�.�,. ...$.. _ 40,(704 00... 2745 APPLIANCES — $ 2,500.00 2005 AECT/ENGINEER _.............. .. __.__ __.,......$ RCHIT12,000.00 » $ 600 00 2015u..._.».....� BLUE.. »d..»»..PRINTS_ ._»...�.. ._a�. _. .. —._._.....,,,,.. _CABINETS_ 20 ll, -.--2900 2900 CLEANING ._. ......._ ....... ........ ......... ._..._.,,_w _..., .._..._....._.. ___—._,_. ... �... ...... .... .3 000 00 2992 CONTINGENCY _ $ 15,000 00 2505— COUNTER TOP MARBLEIGRANITE -$ 6 000 00 ...00 2300 DRYWALL 15,000.04 2310_ ELECTRICAL WIRING $_ 20,000.00 2608 FLOORING ....... . ..-... m_...._.— .. -- .............. 11,11,111,111,.......,.,.,. ....._— ._. . _ $. _, 3,000.00 2725"m......_._ .»HARDWARE-BATH ACCESSORIES....— $ 400.00 ......_. 2350 INSULATION THERMAL $ 1Q,OwJO 00 X2850 LANDSCAPE ._ .. . ...... .. _ _. _ ....... .._-- TBD 2705 LIGHT FIXTURE-DECORATIVE _ _ ... _..._ — 8,000.00" 2-726­ .__—MIRRORS �...._.. — — _............ . .. ._. —300,.0,,-0- Y§3_0 00.00 2530... ------ PAINTING $..� 15,000 00.. _ „ .. ___ _ ",'0' , ,. .. ................. 2000 PERMITS $ 4,000.00 2325 PLUMBING _ $ 12,001.0.40 2326 .. PLUMB.,» _.._ ING FDCTURES �. � - _._......._ $ 500.00 2905 , PUNCH-OUT/PROTECT... _ 00 STAIRS .._ .......— — _.. — 12,00000- 2255 ROOFING $ 64,000.00 2740 SHELVING — .... ... __ __. _..._....—_ $... 1,500.00 __ _ 2_820 SIDEWALKS/EQUIPMENT PADS _... _ ---._.. $._ ._ 1,200.00 2526 STAIRS — $ 30,000.00 _ _ w ..... .........-----._ . _ 12435 ,. ..... . .:STUCCO ......__ .. .........».... _._.._ _- ® _ ... .. �._ 10,0OO.OD -- __ 2920_ .. __...TRASH REMOVAL __ __ 4,500.00 ._ _..... __ ...—._ ..... 2517 TRIM CARPENTRY $ 7,000.00 2515 __TRIM--LUMBER -- _ $ 7,000.00 2925 UTILITIES-ELEC/WATER _ .d...... $ 2_-. __ ,000.00 2401 WINDOW INSTALLATION ... 4000 �..». ,. 000.00 2400 WINDOWS $ 15,000.00 3040 _ _ VIO N_.—-..__--- _. ._ _ 20,000.00. . OVERHEAD $ 19,175.00 _ PROFIT $ 19,175.00 .. . ...... TOTAL $ 421,850.00 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.A. SUBJECT: Rock the Plaza at Ocean Plaza Recap SUMMARY: EVENT DETAILS On Saturday, August 21, 2021, the BBCRA hosted Rock the Plaza at the Ocean Plaza property. Event details are as follows: The free event featured live music from the band Paul Anthony & The Reggae Souljahs, and provided a spotlight to some of the businesses located within the shopping plaza. Event attendees were encouraged to enjoy the festivities, stroll the plaza, and dine at local eateries and restaurants. The local businesses that were featured during the event were: Fran's Sew & Sew, By Cycle, Fly and Flow Fitness, Bailey's Blendz, JMM Services, Cafe Frankie's, Scheurer's Chocolate, Palm Beach Shooting Organization, Angel's Secret, Alchemy Eco Salon, Lighthouse Vapes, Organic Kitchen & Mercantile, Sushi Jo, Boynton Beach Florist, Jackie's Grooming Spa& Hotel, Penn Nails, and Link's Custom Jewelry. During the event, two Boynton Beach Bucks promotions were offered to attendees who filled out a short feedback survey: • A $5 Boynton Beach Bucks voucher that was redeemable at Bailey's Blendz, Cafe Frankie's, Scheurer's Chocolate, Organic Kitchen & Mercantile, and Sushi Jo. • A $15 Boynton Beach Bucks voucher valid for any purchase of $30 or more at Angel's Secret. I n total, 39 vouchers were redeemed during the event. In an effort to engage the community and obtain demographic information, event patrons were encouraged to complete a feedback survey. The results (Attachment 1) from the 41 surveys collected indicate the following: • Are you a Boynton Beach resident? • Yes -71% • No -29% • Have you dined at Ocean Plaza before this event? If so, please select all of the restaurants that you have previously visited? • I have never dined at a restaurant in Ocean Plaza -45% • Bailey's Blendz-27.5% • Cafe Frankie's -45% • Scheurer's Chocolate - 10% • OK&M - 15% • Sushi Jo - 37.5% • Have you ever visited any other Ocean Plaza business? Please select all that apply. • Fran's Sew& Sew- 33% • By Cycle -28% • Fly& Flow Fitness - 14% • Jackie's Grooming Spa& Hotel - 10% • Penn Nails & Spa -24% • Lighthouse Vapes - 19% • Angel's Secret-24% • Tropical Troy's - 10% • JMM Services - 5% • Alchemy Eco Salon - 19% • Link Custom Jewelry- 5% • Boynton Beach Florist-33% • Palm Beach Shooting Organization - 19% • Details Design - 10% • How did you hear about the Rock the Plaza event? • Social Media -44% • Email -5% • Poster/Street Sign -25% • Newspaper/Magazine - 7% • USPS Mailed Flyer- 0% • From a Friend/Family Member-20% EVENT MARKETING 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 six (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 August, a quarter-page ad featuring both the Rock the Plaza event was published. The Neighborhood News publication serves the communities of Boynton Beach and Lake Worth, and is mailed to 17,500 homes (see Exhibit E). Cost: $245.00 Gateway Gazette - In August, a 10" x 1.5" strip banner ad featuring the Rock the Plaza event 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: $232.00 Social Media - Staff created graphics, custom content, and social media ads to promote the event on the CRA's Facebook, I nstagram, and Twitter pages. A paid ad was created to run on the CRA Facebook and I nstagram pages to promote the event (see Exhibit G). Cost: $150.00 FISCAL IMPACT: FY 2020 - 2021 Budget, Project Fund, Line Item 02-58500-480 - $10,000 for the event and $2,675.75 for marketing. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action is required from the CRA Board at this time. ATTACHMENTS: Description D Attachment I -Survey Results D Exhibits A-G Qi Are you a Boynton Beach resident? Boynton Beach Bucks - Rock the Plaza - Ocean Plaza Q2 Have you dined at Ocean Plaza before this event? If so, please select all the restaurants that you have previously visited. Answered: 40 Skipped: 1. I have n eve dined at an Bailey's Blendz Cafe Frankies Scheurer's Chocolat Sushi Jo :w: ww, 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES I have never dined at an Ocean Plaza restaurant. 45.00% 18 Bailey's Blendz 27.50% 11 Cafe Frankies 45.00% 18 Scheurer's Chocolate 10.00% 4 O K&M 15.00% 6 Sushi Jo 37.50% 15 Total Respondents: 40 2 /6 Boynton Beach Bucks - Rock the Plaza - Ocean Plaza Q3 Have you ever visited any other Ocean Plaza business? Please select all that apply. Answered: 21. Sdk�pped: 20 By Cycle Fly&Flow Fitness Jac Groo `m' ".' " Illllllllluuu� ., Details Design IIII II ..11111,,:4 , . .. . . . . . , ,,.. Boynton Beach Bucks - Rock the Plaza - Ocean Plaza ANSWER CHOICES RESPONSES Fran's Sew& Sew 33.33% 7 By Cycle 28.57% 6 Fly & Flow Fitness 14.29% 3 Jackie's Grooming Spa& Hotel 9.52% 2 Penn Nails & Spa 23.81% 5 Lighthouse Vapes 19.05% 4 Angel's Secret 23.81% 5 Tropical Troy's 9.52% 2 JMM Services 4.76% 1 Alchemy Salon 19.05% 4 Link Custom Jewelry 4.76% 1 Boynton Beach Florist 33.33% 7 Palm Beach Shooting Organization 19.05% 4 Details Design 9.52% 2 Total Respondents: 21 4/6 Boynton Beach Bucks - Rock the Plaza - Ocean Plaza Q4 How did you hear about the Rock the Plaza event? Answered: 41. Slkiipped: 0 Social Media Email Poster/Streex Sign. Newspaper/Maga in ally/ USPS Mailed Flyer From friend/famil.. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% ANSWER CHOICES RESPONSES Social Media 43.90% 18 Email 4.88% 2 Poster/Street Sign 24.39% 10 Newspaper/Magazine 7.32% 3 USPS Mailed Flyer 0.00% 0 From a friend/family member 19.51% 8 TOTAL 41 5 /6 Boynton Beach Bucks - Rock the Plaza - Ocean Plaza Q5 If you would like to subscribe to the BBCRA email list for future Boynton Beach Bucks deals please enter your email below. Answered: 1.7 SIkiipped: 24 6/6 Exhibit A - Event Poster :Ax a C R 0 1�( IIS,, !'SII IR0YINT0N REACH( f:nll',G MpT r,Cyr IIIL°°4AK+9M1ti k9p k60.AW�MN^.�IMR' XIM L:A (IIIIIIII (IIIIIIII (IIIIIIII � (IIIIIIII - (III ISI � (IIIIIIIIII (IIIIIIIIIIII II VIII III IIIIIIIIIII (III (IIIIIIIIIII (IIIIIIII(III IIIIIIIIIIII IIIII IIIIIIIIII IIIIII IIIII II IIIIIIIIII IIIIIIIIIIII (III Exhibit B — Postcards 1 OR ► 11 rr R ­ 'K .m..n r.l■II n_�.o_.�__ lJo�/�'; A-1 �1'1�I�lll�lllli, toll, ,.. not r w 88YMTBN BEACH 8'BIYMTaN BEkCH J19 ' i JU111-Y 17T11 5 - 9PM 5 - 8PIM 100 N E 11'" ST 1351 S. FEDERAL MUSIC BY MUSIC ICY T�HIE IF�� YEN SPRED THE DUB EXPLOREDOWNITOWN R i / EXPLORE BRIE BOYNTON PLAZA R SUPPORT LOCAL BUSINESSES °° i� J i��' SUPPORT LOCAL BUSIIMESSES i 1 LEARN MOREABOUT III I',tI E �K n I m n INS 0 on B181YMTaN BEACH I GIl SIr 219. 3 - 5PIM jB40 E. OCEAN AVE. ' @ ' MUSIC By y 1 � y 111REGGAESAHS EXPLORE OCEAN PLAZA B SUPPORT LOCAL BUSINESSES " •••••••"""ECIRVMESEM[}M"'" Interpreter available upon regluest. Contact CoppimM@:bbfil.us or 561.600.9497. ` 'I F 1 IQuxstanmer Exhibit C — Signage ROtEK 11 11 1 ��' 1 11 11 11 11 11 11 4i........... � � r IIIA Ihi BBYNTON BEACH ® � PRESENTED BY B4YNTQN �` =BEACH `,-, RA COMMUNITY REDEVELOPMENT AGENCY R9;EK I_' IIIIIIII 4 11 11 1 �'P 1 11 11 IIIIIIII 11 11 11 11 r. ■■■ 4di!V ■ !9i I on ■■■ ■■n C■. BOYNTON BEACH PRESENTED BY BC7YNTON CRA COMM LOPMENT AGENCY 1111 Exhibit D — Coastal Star mile pit I pori� PwF �rrm, ®�xrw�mw cw JUNE 121m JULY 5 - 9P 5 — BPI{ 100 m�E, ST. »,I r 1I j; �, J 1I 1I wFEDERAL ON. MUM Hy M�I�IIC By THEFLYERS � � , ��� » � Jr � � � SUPPOIRPDUB �EXPLORE WEAL EO�ICREE,KS lWN 6 'f`' % ESUPPORTT LOCAL BGRE ONE USINESSES R I EISSIES I I ' II III till 0,41 ®� AUGUST 2PT 3 — 6 IPIM L IL 11I d _ d6,40 E. OCUN AVE. MusIIC sw d1 II IREGGAE SOULAS EXPLORE MEAN PLAZA O SUPPORT LOCAL BUSINESSES ■ u Exhibit E — Neighborhood News ......................_.... son ff on on moi no 1 1 BOYNTON BEACH BEACH RA COMMUNITY RE6IEYELOPMENT AGENCY Exhibit F — Gateway Gazette BEA� �R�1 eorxrox e¢acx wxmxxea.cnrna.co Exhibit G — Social Media Performance for Your Post Boynton ILYsaachi C RA Rork the Plaza us ody I wvek avjxp Don'l mv�ss dhs eoent Rin Doontomn Boynton Beach 13 1 0') 3 f 111",q 4-,v, 2 0 N 8 IA C 14 0 q Get More Likes,Comments,and Shares Aftefl ycboost thas posl.yakf�arm 1fi to nmra peoplw 639 210 Pp'�'r/"e RV,K'e'W Engagprv'er'I�s K I I=1 10 M ik,,,,d � rt reran for Your Post BoynWin Beach CRA 579 19 (�) Try one of Oceian Ran's tasly resLuaants thS SatUTday at Rock the,Raza Oman FllazW MOOMMOWIMPONam 8 7 1 R K 0 0 101 101 19 3 7 9 IR Sem ,;k "", 5 if"A OCEM MARA Oj NEGANVE FEEDBACK 01 0-�10-hdj 0 R 0 rtl',_ Ml'iY W MOVE it OKW� Aupat AM 2'm 3 IN I 6pm L02"EK;AMAA IMUN KAIA .IWpPNpYNpYNpYNpYNpYNpYNpYNpYN Get Mar re Likes,Convnent�s and Shave's Mhen youbacst fts post,you 0P Shm o4 m More peap�e' 6719 28 T Share Perlormancle farYbur Dost Boy Mon Beach CRA vaas Ilaaae. at 1 l221I Rock,the Ptl az a-Ocean Plaza is Ihapp;in'ng now a�640,E Ocean Ave!!! 812 3 ::1 u n 42 Con'imenfn, I,a"ies tr r � 0I1o°FIr, Jtl9ui�Nu1d Oui°Ira'T4„rt a t_ 4 4 0 nin N,ur�,¢a �tl9ui�N,a^�1d OvI`Ira'Tlest 10 10 0 2011 II ft a d I,s 79 7 1115 (i II,Ir”Oa)I1 11 i'Q 11 ink I aG 1kss w ":JN"er NNEG2h1PIVE,FEEDBACK 2 1� Il'st 01 IkheAa{Id��o fls aGet More Likes,Comments and Shaires 0 as Sjo si rp 0 Jn like 11 r;;e "hen you boost th a.past,yo0l show!it;t"a more peop} e. „i 1,122 2,43 OlOrFea +e Fearhed E gage%m,s ril@IIll1ll0 1 2 4Nurswrients 11 Shams Boynton Beach CRA. WOO Pob4shecl by Renee Wd,,*He Robiarts 01, Auguxr 20 at ,Z19 1, !'A, Don't nuss Rockt h e I )a . Oc e&,—, ,4'aza tiomorrove from,m 3- 1 M at 640 Ocean ve! a80tl1o777 �q��7 T i,I,�irr Ipl�99YYIYiY r t� OWMA�W dtlW yU�mw�, y12a�muti M ; W �� ALJG 2" Rock the Plazai - Oicean Plain 44.) Orl,.eigi�"�f"v�alIvIe, Ow�;,�0'rrif"tw�n Beach, L 33 �"�f � -5a 0u 5, lF�lllite State 4 Wen�t t „, 1 9 d inte res 204 People, ied Engagements Urtavallabile Boynton Beach CRA Pwt,,hsh�ed by Renee 4hch�,ellk Rjsb�er'lse' Auugusll' V"'� at4;;L46 PM Learn more about RccJc t, Ran - Ocean r on our blog! Rock the Plaza—Ocean Rau Rock, tlliie Raza at Ocipan Plaza its this Sa'turday, Aiu&gtist21S� from 3 0 �Reach MIone lIe With This Post x Promote your Page by bor6tpinq thj�spost, siD rncsre can see iit: "Llearrn nnoffre about Rcc--" 6510 78 fr, +3.lx Higher Peopk Reaclhed Engagements 0�stftutii:�n Scare 0 1� I ?, Shares U Corminent Share folost ReleVZIFA W Covninent as Boyrilon Beach CRA Boynton IReach CRA piosied a .,�ldleo to Oplen fair 1,_ Business In the,Boynton,IBeach CRA Area, Plvbh",'h,ed by Renee NA dd,*he Rabensi* A uig(,sr, IJ a,,, 11'06,41%1, 411'11'� Satisfyyour sweet toroth at Harid-Dipped, during Pv")CII, l kmm Pfaza (Ocean Pt';aza this Saturday from 3-6NO, fi Reach Moire IPeople With This,Post x Flrofnote youx Page bY boosbing fi�ms post so errore pe,,)IpUie,c,lvn see & 'Sat�sfy,,i,lc,ur sweet t,."' 2,4617 438 PeOP4 R"isached Engagements (DO 3" 8 C'i�.,gnrnevnts 37 Shares Ukl,,- Cornment p'."5 Share Most Rellelitaint w Convinent as, Boyintion Beach(.",RA Q 0) 0 U Betsy Christy Great job! Everything was s000 qiolol& P b cups and pecan turtlest Sorry II mossed uou,Laui4l Like Reply 2v,, Vie"N 7 rmxe comments Boynton IBeach CRA posted a vj,,dec to p,ay6st Open for Business in the Boynton Beach,CRA Area, ('nUbhshe-'d ""y penee pj:t'elm"�0 Au"."'il"at 16 wt 7Z IPA"'� 'As�t Arqe4's'Secret th4s'saturday diunng Rock,the Naz--s Ocean Maza from 3-6PM in Dow ntcvvr, Boynton geacW ii��/ � / X11 �� /��,Cr Xuy „�f�s(/f„ �% / 0 Reach IMorPeonle With This Post x Fjlv mviiote your Page by E1,2,ostfjnq tNs post so, more pelc�p�,'N,- can,see& "Visi,"t Anqe�,,'s Secret-" 632 126 Pecp4?"Pactled Enigagemom iss 0012 3 cofnn' gingin' ts 11 shares Like Clornirinent Share N'lost Relevant w C).)mmleint as Boynton IBeach CM Jeanette MiNainte God bls You for reacNnq out to IPadiesAll Like Rp,pry Nicisagi, 2,vv, View 2 rnor e clonvirneints oyinton Beach CRA ick the Plan Rs orally T we,;,kruayr !rani miss lh4 vent in Downtown, y vt n,Seach,. i 8 �U Yll"N'.."r,"UIIIIN u I i II Y! II 0 Reach, More Peopte With This Post 639 20 1lx Average 4OP4 ReachEngagement., rrnb cm"C"Ora�� Co r'vu'mauww ("D T0 rllrlrl V ill" E, , I �IZA CRA BOARD MEETING OF: September 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.13. SUBJECT: Marina Marketing and Social Media Update SUMMARY: SOCIAL MEDIA INITIATIVES Throughout the month of August, the BBCRA social media platforms were utilized to promote local business offerings, provide updates about BBCRA initiatives, and to promote the agency's business promotional events. A variety of posts were shared to promote local businesses. Featured businesses included: Common Ground Coffee and Roastery, Driftwood, Found at Sea Charters, 500 Ocean Cafe, and Scheurer's Chocolate. Additionally, a Facebook ad was created to promote the goliath grouper aggregation and the commercial scuba diving charters that are located at the Boynton Harbor Marina. Cost: $100 See Attachment I for examples of the social media and print marketing that were published in August and Attachment I I for a full listing of the Facebook posts that were promoted. MARINA PRINT MARKETING Coastal Angler Magazine — In August, a quarter-page ad was published to promote the fuel, fishing, diving, dining, and boating options available at the Boynton Harbor Marina. The Coastal Angler Magazine is a resource for anglers, boaters, and conservationists and is the second largest free outdoor publication in the nation with 40,000 circulations per month in Palm Beach, Broward, Dade, and Monroe counties (Exhibit A). Cost: $225 Coastal Star - In August, a quarter-page ad was published to promote the goliath grouper aggregation and the commercial scuba diving charters that are located at the Boynton Harbor Marina. 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 (Exhibit B). Cost: $525 FISCAL IMPACT: FY 2020-2021 Budget, General Fund, Line Item 01-57400-216, Marina Marketing $850. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required unless otherwise determined by the CRA Board. ATTACHMENTS: Description D Attachment I -Marketing and Social Media Overview D Attachment II -August Facebook Posts D Exhibits A& B � � � � � 1 OCp W G� fM rn W G r," MI G IT LU z LU O CO) Em 6 M ,4try l -la 1903 F6 v. 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I.aureVisit Felnlm I'Jaulls N Spa!! Eii08,",31f2021 Cjngratiulanlloin tl Th.rlFauf Ilnerar hVfV�flh� &I lip, u31,? TII'ne Ba oin tllhlellr year 17" � 08,')01+21321 a r'afp-IFrankles reo11relns t onlght as f'.r. 4,:313 r^ullfk,a'lr.,n cd n.°rrw_vinallm�sr � i d 3 "3�,sfS'�f ntlll7suI �rrnman� Fmyncno '1 �I _ 1 ��� n � � I 1 � �;+, 1 1I�IIIIIIII�III�I I�IIII�IIII�I Exhibit A — Coastal Angler Magazine 1 i v i r n �w „rfo II��IIIIII II@IIIV'� I ° � 4 wol i f 1 I Exhibit E — Coastal Star \ . "M � f , » , ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.C. SUBJECT: CRA Economic & Business Development Grant Program FY2020-2021 Year End Report SUMMARY: The CRA's reimbursable Economic Development Grants provide 50% of the project costs in matching funding and continue to further the CRA's mission to activate vacant commercial space, assist businesses, create jobs and develop a vibrant downtown. For FY 2020-2021 the CRA Board allocated $402,113, plus an additional $263,794 at the mid- year reallocations for a project fund total of $665,907. As the fiscal year closes, the CRA Board approved $228,342 in Commercial Rent Reimbursement Grants and $432,990 in the Commercial Property Improvement Grant. The CRA had the pleasure of assisting 13 new businesses adding over 29,326 square feet of new retail, restaurant, industrial, and professional office space within the CRA Area with commercial rent subsidy and property improvement grants. Additionally, 12 existing businesses were able to expand and/or make fagade improvements totaling over 40,293 square feet of commercial space (see Attachments I & II). The successful implementation and distribution of the the CRA's Economic Development Grant Programs Project Fund resulted in a remaining balance of approximately$4,575 at the end of this fiscal year. FY 2020-2021 Budget: $402,113 M id-year Reallocations: +$263,794 Total Budget: $665,907 Economic Development Grant Dollars awarded year-to-date -$661,332 Remaining Fund Balance as of 9/8/2021: $4,575 New Business Tax Receipts issued in August 2021 within the CRA boundaries: Fish Depot Bar and Grille 511 NE 4th Street Restaurant Bravo Security Services LLC 400 S. Federal Hwy, Unit 412 Consultant Services Goliath Center LLC 1770 NE 4th Court Insurance Agency Villatoros Lawn Service LLC 2309 SE 3rd Street Lawn & Garden Service LG's Road Service Assistance 230 NW 12th Avenue Automotive Services Daniel Heart and Vascular, PA 2923 S. Federal Highway, Suite 100 Physician Losardo Rosemarie 700 E. Boynton B8e0ach Boulevard, Suite Services The Primed Brush 1604 Coastal Bay Boulevard Painting Contractor Daniel and Deborah Rogers 625 S. Federal Highway Mobile Vending Site Crawford Construction 101 S. Federal Highway, Suite 112 General Contractor Company FISCAL IMPACT: FY 2020-2021 Budget, Project Fund, Line Item 02-58400-444, $661,332 for Economic Development Grants CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: No action required by the CRA Board at this time. ATTACHMENTS: Description D Attachment I - FY 2020-2021 CRA Economic Development Grant Recipients D Attachment II - Before and After Photos Y 2©20-2©21 CRA Economic Development,Grant Recipients Business Name Business Address Business Type Grant Funds Approved N&D Cafes, LLC dba Tropical 512 E.Woolbright Road Restaurant Rent Reimbursement $ 71,000.00 Smoothie Property Improvement Bud's Venture's Inc.dba Bud's 509 E. Boynton Beach Restaurant Property Improvement $ 50,000.00 Chicken&Seafood Boulevard 409 E A, LLC 409 N. Railroad Avenue Commercial Property Property Improvement $ 25,000.00 Patterson Plaza, LLC 1815 S. Federal Highway Commercial Plaza Property Improvement $ 17,535.98 Studio Glo, LLC 413 S. Federal Highway Hair Salon Rent Reimbursement $ 13,200.00 Saikrupa 1900, LLC dba Inlet Inn Motel 1900 N. Federal Highway Motel Property Improvement $ 3,837.41 H. Longo Insurance Associates,Inc. 500 Gulfstream Boulevard, Professional Office Rent Reimbursement $ 11,568.00 dba Allstate Unit 201 Art-Sea Living, Inc. 412 E.Ocean Avenue, Unit Art Studio Rent Reimbursement $ 6,150.00 Go French Concept, LLC dba Le Petit 410 E. Boynton Beach Bakery Rent Reimbursement $ 15,450.00 Pan Boulevards, Unit A&B Stevo, Inc.dba CK's Lockshop& 301 SE 4th Street Commercial Property Property Improvement $ 22,632.00 Security Center Mancave for Men Boynton Beach, LLC 1513 S. Federal Highway Barber Shop Rent Reimbursement $ 39,748.00 Property Improvement AIMS Marketing Systems, Inc. 1660 N. Federal Highway, Professional Office Rent Reimbursement $ 25,431.90 Unit 12 Property Improvement Boardwalk Italian Ice&Creamery, LLC 209 N. Federal Highway Ice Cream Shop Property Improvement $ 10,838.33 Oak Mt. LLC,dba ApexNetwork PT 906S. Federal Highway Medical Office Rent Reimbursement $ 15,000.00 Aurora's Mexican Kitchen, Inc. 410 E. Boynton Beach Restaurant Rent Reimbursement $ 30,333.23 Boulevard, Unit C Property Improvement Premier Medical Center of Boynton 326 W. Boynton Beach Medical Office Rent Reimbursement $ 11,400.00 Beach, LLC Boulevard S.Solloway Acupuncture,P.A. 1200S. Federal Highway, Medical Office Property Improvement $ 11,500.00 Unit 202 Raj Properties, LLC 109 E. Boynton Beach Commercial Plaza Property Improvement $ 23,057.67 Boulevard Loufranco Management Corp 609 N. Federal Highway Commercial Property Property Improvement $ 8,930.40 AMS Acquisitions, LLC 517 NE 5th Avenue Commercial Property Property Improvement $ 21,205.80 Yellowbeard, Inc. 1022 N. Federal Highway Fish Market Property Improvement $ 50,000.00 Boynton Beach Seafood Company, 1022 N. Federal Highway Fish Market Rent Reimbursement $ 21,000.00 LLC Shade Tree Music Studio, LLC 410 W. Industrial Avenue, Music Studio Rent Reimbursement $ 14,594.72 Unit 1 Property Improvement Appliance King of America, Inc. 622 N. Federal Highway Retail Rent Reimbursement $ 15,000.00 Pending Approval September14,2021 Soleil Learning Academy, LLC 202 W. Boynton Beach Childcare Center Rent Reimbursement $ 40,000.00 Boulevard Property Improvement Nicholson Muir Meats, LLC 480 E.Ocean Avenue Restaurant Rent Reimbursement $ 46,919.16 Property Improvement Custom Truss, LLC 510 Industrial Avenue Manufacturing Rent Reimbursement $ 40,000.00 Property Improvement 1 'Y; I +� ,1®ori Vj W 6~L MIMI O w Al O /ii irk f_ V 41� W fx CN T Ln O L FEEN ui LL W 111 � i �f s r, l / u"rro,iy LLI LL � r f //P% r1J12N X15 lltl 4-P ME V � V a v O � O W Ln o V Ln W O LL W m it I J i / a rtir �e I iii%/�"�, iDfirf��✓�J I� i 7 H LL401 O M GE O VIII V L O . W LLI 1= V � W ///,; m T--1 L 4-+ GE m J 4A Mr.. L n / LL �l z i y M O Ll) LM W 6~L �l NJ o 0 i �w / ' � l r GC LLJ /iu 1 Iii al LL LA O P'1 O � a O a a W O V--1 LA W - 1= O LL ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 CRA PROJECTS IN PROGRESS AGENDAITEM: 14.D. SUBJECT: Project Update on the Boynton Beach Office Condominium, LLC for the CRA-owned Properties Located at 1102-1110 N. Federal Highway SUMMARY: On November 10, 2020, the CRA Board accepted the transfer of ownership of the property located at 1102 N. Federal Highway from the City of Boynton Beach. There was an existing building on the property which was in disrepair (see Attachment 1). The CRA's ownership of the adjacent parcel (1110 N. Federal Highway) enabled the two nonconforming properties to be developed as one parcel (see Attachment 11). The CRA Board selected the Boynton Beach Office Condominium, LLC's proposal for a local radio station and a professional engineering/surveyor's office, in furtherance of the CRA Plan. A Purchase and Development Agreement was approved by the CRA Board on January 12, 2021 (see Attachment 111). On July 14, 2021, the CRA began demolition of the existing building (1102 N. Federal Highway) in order to prepare the property for redevelopment. The demolition was completed and approved through a final inspection on August 19, 2021 (see Attachments IV & V). In accordance with Paragraph 21(a) of the Purchase and Development Agreement, Boynton Beach Office Condominium, LLC submitted its application for site plan approval to the City (Attachment VI) on September 10, 2021. Boynton Beach Office Condominium, LLC will be required to obtain site plan approval within 180 days from the site plan application submittal date. At that time Boynton Beach Office Condominium, LLC will also have to provide the CRA with a financing commitment for the construction of the project and permanent financing. Once site plan approval and financing have occurred Boynton Beach Office Condominium, LLC will have 90 days to submit construction documents and a permit application to the City. A temporary/permanent Certificate of Occupancy will be due within 24 months of the issuance of the permit. CRA staff will report to the Board as these milestones are reached. FISCAL IMPACT: FY2020-2021 Budget, Project Fund, Line Item 02-58400-444, $50,000 $23,977 in grant funding was awarded through the SWA Blighted and Distressed Property Clean- Up and Beautification Grant Program for the demolition of the existing building located on 1102 N. Federal Highway. CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan, Federal Highway District CRA BOARD OPTIONS: No action by the CRA Board is required at this time. ATTACHMENTS: Description D Attachment I - Excerpt from November 10, 2020 CRA Board Minutes D Attachment II - Location Map of 1102-1110 N. Federal Highway D Attachment III - Purchase and Development Agreement D Attachment IV - Final Demolition Permit Approval D Attachment V - Demolition Pictures D Attachment VI -Site Plans Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 10, 2020 could be used on private property and learned it could as long as it was within the planting areas within the CRA. Chair Grant noted the CRA gave funding to HOAs for signs. He hoped it could be used for property owners which will increase value, which would come back to the CRA. Ms. Shutt did not know the City's scheduling plan but the ILA did not prohibit trees from being planted on private property. Ms. Harvey explained she was moving forward with implementation on planting strictly on public land. The ILA was written more generally, but was not aware of any opportunity to plant on private land and would be amenable to doing so. Chair Grant wanted the CRA to discuss it and whether to allow the City to spend CRA funds on private residences. If they hold a tree give away, those trees could be planted outside of the CRA. He pointed out there are condo and housing associations that may want to match or request tree funding. He would like to see the CRA allow the City to spend the $50,650 and use $10K for HOAs or COAs at 50% reimbursement. Ms. Shutt thought there should be some sort of an agreement. Chair Grant did not want it open to single- family homes, but thought associations in the CRA may like funding to maximize planting new trees. Ms. Harvey understood the funding would be split with the City and explained they have targeted some parks and the other half of the money would be geared towards medians, streets and rights-of-way. Attorney Duhy this ILA is set up to fund the City's program. She suggested bringing it to the City as the agreement allows the City to take that money and have an expanded program with HOA's if that is what they wanted to do. Chair Grant asked if the City's Energy Edge program wanted to allow association to seek reimbursement based on their own tree planting and learned it was contained in the ILA. Attorney Duhy explained the motion was approve subject to final legal review, ensuring the responsibility to allow the City to use some funding for private programs. Board Member Katz's concern about private use was he did not know how they would monitor the program to regulate it. He thought it could be a separate initiative, but not under its current format. Chair Grant requested a motion to approve the ILA as stated. Motion Board Member Katz moved to approve the ILA as stated. Board Member Romelus seconded the motion. The motion unanimously passed. C. Consideration of Accepting the Transfer of the City-Owned Property Located at 1102 N. Federal Highway Boynton Beach, FL and Subsequently the Approval to Dispose of the Property Mr. Simon requested the Board accept the property acquired by the City . On November 4, 2020, the City Commission approved transferring the property to the CRA for redevelopment purposes. The CRA requested approval to agree to the transfer and 15 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 10, 2020 to fund the closing costs for its acquisition and transfer. It would be used for redevelopment purposes. Motion Board Member Hay moved to approve. Board Member Katz seconded the motion. Tim Collins, owner of the Fish Depot Seafood Market, 1022 N Federal Highway, explained they submitted a LOI for the 1102 and 1110 properties for a build-out for fish market and cafe and then for parking and to repair the building that is there. They sent a picture of what it looked like, and announced it would revitalize the corner. The building they occupy has been for sale and the purchase price and to bring up to Code would price them out of the market. Their Attorney said look for other property. The building appears to be sound structurally. They could put something extremely attractive for the corner. Mr. Simon advised he did receive the LOI, and explained this item is not to dispose to any entity, only to accept the property from the City to move towards disposal. The CRA will have to notice this specific property with a 30-day notice under which another or multiple LOIs could be received. Attorney Duhy explained the motion is to accept the property and to publish a notice of intent to dispose at 1102 N. Federal Highway. Motion Board Member Hay repeated that was his motion. Board Member Romelus seconded the motion. The motion unanimously passed. Mr. Simon queried if an additional motion to authorize the chair to execute the closing documents subject to review by CRA Legal Counsel. Motion Board Member Katz so moved. Board Member Romelus seconded the motion. The motion unanimously passed. Chair Grant noted the former Cabinets Etcetera sold for $300K less than the purchase price. He wanted to ensure industrial properties are appraised for the value they should be appraised for and not just a 10% increase in the assessed value. He wanted the CRA to contact the Property Appraiser to ensure the property appraiser is doing their job when a property is bought and sold in the CRA District to appraise surrounding properties for the true value and not just the increase in the assessed value. He thought this could be a future agenda item. There were no objections. Mr. Simon understood it did not sell for less, it was appraised by the appraiser for less. Chair Grant noted it $380K and it sold for $490K. He wanted to make sure the properties to the south went from $480K to $720K. He wanted to make sure the properties were 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 10, 2020 appraised correctly so there would be no underhanded dealing of getting a property for a lower amount. 17. Future Agenda Items A. Discussion Regarding Prevailing Wage, Benefits and Apprenticeship Policies for CRA Procurement and Requests for Proposals B. Consideration of an Interlocal Agreement between the City and CRA for Funding Portions of Veteran's Park Parking Project C. Sara Sims Park Amphitheater Plans D. Consideration of an Interlocal Agreement with the City of Boynton Beach for the Historic Woman's Club of Boynton Beach located at 1010 S. Federal Highway 18. Adjournment Mr. Karjalainen explained how the public could obtain the video and audio recording of the meeting. There being no further business before the Board, Chair Grant adjourned the meeting at 7:49 p.m. Catherine Cherry Minutes Specialist 17 1110 N. Fed Hwy. _CRA Proper Y�! ' r y � l �1 r 1 I r f r; �EY. r Aigusi 24,2020 1 676 a 01.00476 0100915 01,079,mi 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 BOYNTON BEACH OFFICE CONDOMINIUM, 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 a multi-tenant commercial building with a maximum of 3,200 square feet and associated parking and all other 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 One Hundred Forty-Seven Thousand One Hundred AND 00/100 DOLLARS ($147,100.00) to be paid in full at Closing. In addition to the cash purchase amount of$147,100.000, for a period of five years from the Effective Date (as hereafter defined), the CRA shall receive advertising credit in the amount of$95,000.00 from Palm Beach Radio Group, LLC(PBRG) and to be on the basis of the rate card attached hereto, as Exhibit"D"and professional surveying and engineering services in the amount of $100,000.00 from BDH Consulting Group, LLC to be utilized by the CRA or as assigned by the CRA to businesses or landowners for work in the CRA. Said services will be provided at the rates set forth in Exhibit E upon mutually agreeable and customary terms set forth in a work order on a project by project basis consistent with the intent of this Agreement and Seller's governing regulations. The CRA shall have discretion on how to utilize radio time and format on its own behalf or on behalf of designated CRA businesses that it chooses to assist with advertising.The designated times can be utilized as a community show or advertising spots. The CRA shall also have discretion on how to utilize or allocate the professional surveying and engineering services being provided by BDH. At the end of the five year period, PBRG and BDH shall pay to SELLER all unused advertising and professional surveying and engineering credits in cash within thirty (30) days of SELLER's written request. 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 Five Thousand AND 00/100 DOLLARS ($5,000.00) shall be deposited with Lewis, Longman & Walker, P.A. (hereinafter PURCHASER's Initials: SELLER's Initials:i1+-- 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 20 "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. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The PURCHASER'S obligation to close on the purchase of the Property is contingent on the following: a. PURCHASER obtaining site plan approval from the City of Boynton Beach, Florida(the"City")to build a multi-tenant use commercial building with a maximum 3,200 square feet and associated parking and all other required development standards according to the City of Boynton Beach on the Property within the timeframe set forth in Paragraph 20(b) below. b. Seller delivering marketable title to the Property subject only to those title exceptions acceptable to the PURCHASER, all as more specifically set forth herein. 6. CLOSING DATE. The Closing shall take place thirty(30) after meeting the condition set forth in Section 5(a) at 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 until twenty (20) 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 PURCHASER's Initials. SELLER's Initials: 01419589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 20 Agreement. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date; (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. 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. PURCHASER's Initials: µ ` SELLER's Initials " 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 20 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 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 or the SELLER, pending or threatened, which has not been disclosed, prior to closing, and accepted by PURCHASER. 9.3 Compliance,, with Laws and Re ulations. 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 PURCHASER's Initial SELLER's Initials: W� 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 20 documents evidencing approval of the transaction by the SELLER's governing body as the Closing Agent and the title Company may require. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law,that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment, and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured Title Objection. 10.3 Closing Statement. A closing statement setting forth the Purchase Price, 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 s� PURCHASER's Initialt. SELLER's Initials:' 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 20 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 Existi ia Mortgagues 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 Authoritw . 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 Liti gg . 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 Progerty. 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 PURCHASER's Initials ` SELLER's Initials: 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 20 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 to perform any of its obligations and covenants hereunder or if SELLER is in breach of any representations herein, PURCHASER may, at its option (i) 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. 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 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: Boynton Beach Office Condominium, LLC 3113 Stirling Road, #103 Ft. Lauderdale, FL 33312 With a copy to: Samuel Rogatinsky e PURCHASER's Initials: r SELLER's Initials: - 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 20 Rogatinsky& Matthews, P.A. 3113 Stirling Road, #103 Ft. Lauderdale, FL 33312 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. Itis 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 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 SER's Initials: PURCS ELLER s Initials: S' 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 20 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. The PURCHASER agrees that the SELLER shall have the right to reasonably approve the design of the Project. PURCHASER has submitted plans to the SELLER, attached hereto as Exhibit C,which have been approved for submittal to the City for formal site plan approval. 20. ECONOMIC DEVELOPMENT GRANT INCENTIVES AND FUNDING. The SELLER shall provide the PURCHASER with the following Boynton Beach Community Redevelopment Agency Economic Development Grants to induce the enhancement and/or expansion of the project: a. Commercial Property Improvement Grant: Purchaser shall be reimbursed up to a maximum amount of $50,000.00 with a $50,000.00 match by PURCHASER. Said funds to be reimbursed within thirty (30) days of receiving a Certificate of Occupancy provided Purchaser has timely submitted all required construction cost documentation consistent with the eligible items set forth in the CRA's Commercial Property Improvement Grant Program. b. Second Mortgage: At closing, SELLER shall provide to PURCHASER a Second Note and Mortgage in the amount of Forty-Two Thousand One Hundred Dollars ($42,100.00). The Second Note will be without interest and shall be repaid to SELLER in the event the Property is sold to an unrelated third party within five (5) years from the date of closing (as herein defined). If PURCHASER does not sell the Property to an unrelated third party within this five (5) year period, the Second Note and Mortgage will be forgiven (without payment) and SELLER shall record a satisfaction of same. 21. DEVELOPMENT TIMELINE. The following events must be documented in writing and provided to the SELLER upon completion of each action (collectively the "Project Elements"). a. Submission of application to the City for site plan approval within one hundred twenty (120) days from the Effective Date, or within 30 days after demolition of the current structure on the property contemplated and to be done by the CRA,whichever is later. b. Achievement of site plan approval from the City within one hundred eighty (180) of submittal of a formal site plan application to the City of Boynton Beach. C. Approval of financing for the Project including the construction loan and permanent financing commitment in an amount sufficient to develop the Project on or b PURCHASER's Initials: l ` SELLER's Initials: 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 20 receiving site plan approval from the City. PURCHASER shall provide SELLER proof of financing for the Project. d. Submission of construction documents to the City for a building permit within ninety (90) days of obtaining formal site plan approval. 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. Temporary or permanent certificate of occupancy to be provided within twenty-four (24) months following building permit issuance. f. Ribbon cutting ceremony to occur within sixty (60) days of achieving a permanent certificate of occupancy. 22. DEFAULT 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 and which approval shall not be reasonably withheld,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 in such instance SELLER shall be entitled to the Deposit in full and final satisfaction of PURCHASER's obligations hereunder. SELLER agrees to work reasonably with PURCHASER in working within the timeframes set forth above, but PURCHASER and SELLER agree that time is of the essence. 22.1 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. 22.2 Reverter Clause.The Special Warranty Deed shall contain a reverter clause that shall run with the Property until the Project is completed and the PURCHASER has obtained a Certificate of Occupancy for the Project.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 associated with the Closing of said property described herein.To carry out the terms of this paragraph, PURCHASER shall execute a reverter agreement in the form set forth on Exhibit "B." P R HA ER's Initials: itia Is• U C S . SELLER's Initials: 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 20 22.3 Ri ht 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 a period of five (5)years from the date PURCHASER obtains its Certificate of Occupancy.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 for a CRA approved use (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.) 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), 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 transfers transpiring in the event that the property is declared a condominium dividing the building located on, or to be located thereon,to a multi-tenant commercial building and common elements in an association name, whose purchasers or transferees are either an LLC#1, BDH Consulting Group, LLC (and Deris Bardales remains sole and managing member) or Deris H. Bardales, or any other entity that Deris Bardales, is sole member or shareholder of,as to the north unit or northerly unit Bay#1 and its undivided share in the common elements of the condominium and an LLC#2, Palm Beach Radio Group, LLC (and Samuel Rogatinsky remains sole and managing member) or Samuel Rogatinsky or any entity that Samuel Rogatinsky is sole member or shareholder of, as to the south or southerly unit Bay #2 and its undivided share in the common elements of the condominium, or the transfer of the common elements by Boynton Beach Office Condominium LLC to the governing condominium association. xl PURCHASER's Initials: � SELLER's Initials: At- 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 20 23. MISCELLANEOUS. 23.1 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. 23.2 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. 23.3 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. 23.4 Construction of A [gement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto,the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 23.5 Severability. If any provision of this Agreement or the application thereof PURCHASER's Initials: ` _ t SELLER's Initials: ILI 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 20 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. 23.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by SELLER and PURCHASER shall control all printed provisions in conflict therewith. 23.7 Waiver of Jur 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. 23.8 Attornes_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. 23.9 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. 23.10 No Recording. This Agreement shall not be recorded in the Public Records of Palm Be2ach County, Florida without the prior approval of both parties. 23.11 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. 23.12 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. 23.13 Public Records. SELLER is public agency subject to Chapter 119, Florida Statutes. The PURCHASER shall comply with Florida's Public Records Law. Specifically, the PURCHASER shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the SELLER in connection with this Agreement; b. Provide the public with access to such public records on the same terms and conditions that the SELLER would provide the records and at a cost that does not exceed that provided in Chapter 119, Fla. Stat., or as otherwise provided by law; � W, PURCHASER's Initials: SELLER's Initials: 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 20 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. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BOFFIWC6N MINIUM, BOYNTON BEACH COMMUNITY LLCM REDEVELOPMENT GENCY . Printed Name: GKO. r '+ Printed Name: Steven B. Grant Title: r-) mt Title: Chair Date: Date: WITNESS: WITNESS: ... ,� e Prue . �. ame: �rt.� �„�a Ij Pr "lame i Approved as to form and legal sufficiency: CRA Attorney PURCHASER's Initials: SELLER's Initials: r” 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 20 EXHIBIT"A" LEGAL DESCRIPTION 1102 N. Federal Hi hwa That part of Lots 20, 21 and 22, Block 2, LAKE ADDITION, a subdivision of the City of Boynton Beach, Florida, according to the Plat thereof,on file in the office of the Clerk of the Circuit Court, in and for Palm Beach County, Florida, recorded in Plat Book 11, Page 71, of the Public Records of Palm Beach County, Florida, described as follows: BEGINNING at the Southwest corner of Lot 20, Block 2, LAKE ADDITION, run easterly along the south line of said Lot 20, a distance of 122. 5 feet to a point; thence Northerly at right angles to the South line of said Lot 20, a distance of 131. 7 feet, more or less to a point in the North line of Lot 22, Block 2, LAKE ADDITION,• thence run Westerly along the North boundary line of said Lot 22 to the Northwest corner of said Lot 22; thence Southwesterly along the West line of Lots 22, 21 and 20 to the point of beginning, subject to existing right-of-way of US. Highway #1, (State Road #5), less the North sixty-six(66') feet thereof as measured at right angles to the North line of the above-described parcel;TOGETHER with all improvements thereon and fixtures therein. 1110 N. Federal Hi&hway. The North sixty-six feet (66") as measured at right angles to the North Line of the following described parcel: That part of lots 20, 21, and 22, Block 2, LAKE ADDITION, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof, on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 11, page 71, of the Public Records of Palm Beach County, Florida, more particularly described as follows: BEGINNING at the Southwest corner of Lot 20, Block 2, LAKE ADDITION , run Easterly along the South line of said lot 20, a distance of 122.5 feet to a point; thence Northerly at right angles to the South line of said Lot 20, a distance of 131.7 feet, more or less to a point in the North line of Lot 22, Block 2, LAKE ADDITION, thence run Westerly along the North boundary line of said Lot 22,to the Northwest Corner of said Lot 22;thence Southwesterly along the West Line of Lots 22, 21, and 20,to the Point of Beginning. PURCHASER's Initials: SELLER's Initials: J'I L 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 20 EXHIBIT B REVERTER AGREEMENT This REVERTER AGREEMENT is dated as of this 11 day of 2'2 V N9 12021, by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENTAGENCYYI(the "SELLER") and BOYNTON BEACH OFFICE CONDOMINIUM, 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 20 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: it SELLER's Initials: 01418589-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 20 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. SELLER further agrees to consent to a Declaration of Condominium on the building in the event the property is divided into condomium prior to the time of the completion of the improvements and the release of the reverter provided 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: 8OYNTON BEACH FICE. CONDOMINIUM, BOYNTON BEACH COMMUNITY RED � 0 NC LLC ,6 Y , 44 Printed Name: G s* •{ v �` Printed Name: Steven B. Grant Title: Title: Chairm n Date: Date: ,i , PURCHASER's Initials: Z, l SELLER's Initials: 01418589-1 °r"'E an US,HIGHWy/VO. +aa 1 1 NPR°CE S6 R/M'�r�.RIMY OD' _ EIi �or0. 7 ^•nlor ��. II••�Nr� d" 4 ...., KAUft ti " s w� m r m x - > � b r O ol. yx u,•� xd I r, �J n o C ALLEY fY r • "'� 13 VI ,.: G —----------------- (J) ----....,cng D cn cn irt• m A .,I:C D o AD _ ��a fi 4om Mo -1 o Y Y a 1 co a :z SCNf. c-y�' ° �`� REVISION' p6TE '� wnu: $C2PTICN BDH CONSULTING GROUP,LLC HDYNTONBOYNTO BK CONDOMINIUM BOYNTOwnNNev. pB m,slnnrcev�xsss.vmerrns.waxea N BEACH � PAIMBEACH COUNTY.PIR11mA mvao:�. wafcx.nuRM?J..l; . ....... . SITE PLACI RR6iI51RATI0NASW61 I >1 l y uuuuuuuuui I � `f%j / I p 0 RipKI �� � IIIIIIIIII��II M C 11111� / ��� �� HEVi5i4N9 BOYNTONBEACH DFACE COrMOMIMUM NO, 0— N' ), BDH COP6ULTING GROUP LLC WYNTae FACHONBEACH NMFPALH BEACH COUNfY,FIAAIDAmrea��eu...`".�runo'.W w wm.'m'mu UOFIIE CE2IS H.BIiRp1lE5 P.E PAOJECL AENOERllVG '. RREGISrtUTI0NM6a881 / d r f q� " �f ' lot 10 C: 5 i X00 � o �f� l cn to CA -NI `r'� f / oescN®ev pe '. No..__o. oEscwvnw OBDH CONSULTING GROUP,LLC BOYNFON BEACH OFFICE CONDObfII`BIAIBOYNIONBEAGHp1EC1®BP. oreLTIGGPA411BEACH COUN['Y,PfABIDA ....... wor.r�.murzorumwrznn.am -mm. ...®,.. G➢FlIE C9EIS H.&IRMIESPE PBDSFLT RENDERICIC - RNEGISRUnoNX8a661 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 20 EXHIBIT D PALM BEACH RADIO GROUP, LLC(PBRG) RATE CARD Rate ,'. Secand Sk* 30 W 60 Seand Spot Morn iags $40 per $60 per Spot I lam-3pim Spot Spot I' Drive r Spot Spot Even*mg $40 per $60 r Spot Spot Overnight $10 r r Spot Spot • r t t i • Infomercial With Host (5 Minutes) PURCHASER's Initials: <Rc SELLER's Initials: E oiaisssv-i PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 20 EXHIBIT E BDH CONSULTING GROUP, LLC RATE SCHEDULE Current hourly rates: Labor type ate der our Labor type: Rae per hour; ' ce a s: AMo Principal (PE) $200.00 Inspector $110.00 Mileage rate $0.565/mile Senior $195.00 Administrative $75.00 Out of packet 110% Engineer(PE) Expenses Engineer(PE) $150.00 Expert $395.00 11x17 black print $1.25/each Testimony Engineer(EI) $145.00 �PrSMipa1 $200.00 24x36 black print $5.00/each Engineer $140.00 Surve or $150.00 11x17 color print $4.00/each (PSM Senior $120.00 Surveyor(SI) $145.00 8.5x11 black print $0.10/each Technician Technician $110.00 Survey Crew $145.00 8.5x11 color print $2.00/each Senior $115.00 Survey Office $120.00 2436 color print $20.00/each Inspector PURCHASER'S Initials: , , ..... n.. SELLER'S Initials: 01418589-1 8123/2021 BP-Pi Permit Inquiry Property Information PCN 08-43-45-21-32-002-0201 Property Address H02 N FEIDEI',Z,NL I I'101,/Y Permit Information Application,Structure Number 21 00001812 000 000 Permit Number E 1� �]RE 00 Application Type COMM DEMOLITION, STRUCTURE REMOVAL Permit Type FIRE PERMIT Permit Status, Date iD��� I TJ&I IE('�LI0III14 C011vipill:I E 2.) Issue Date By 05/20/2021 BYB2EXM Expiration Date 02/15/2022 Reissue Date By Permit Value 14400 Permit Square Footage 0 https://byb2-nav5.aspgov.com:8100/naviline/session?fncid=BPS0000120&token=A6A49lC3F8A4D795F5C5C2ClD8ClClClClClC794FOF593A593F2F4A6ClD8' 8/23/2021 BP-R Property Owner BBCRA Contractor BETTER BUILT AIR Additional Permit Description DEMO Phone Interface Number 2464345 Permit Pin Number 2464345 Last Maintained By BYB2MJG 08/19/2021 7:34:47 hftps://byb2-nav5.aspgov.com:8100/naviline/session?fncid=BPS0000120&token=A6A49lC3F8A4D795F5C5C2ClD8ClClClClClC794FOF593A593F2F4A6ClD8o 8/23/2021 BP-Pe Permit Inquiry Property Information PCN 08-43-45-21-32-002-0201 Property Address 1102 t,l F E C1,E[',)A,I H w011,( BIB Permit Information Application,Structure Number 21 00001812 000 000 Permit Number BP 00 Application Type COMM DEMOLITION, STPUCTURE PEMOVAL Permit Type E U I IL I.'M,I'G IPE['4vfl I Permit Status, Date 08/�,IV20"Ifl Issue Date By 05/20/2021 BYB2EXM Expiration Date 02/IS/2022 Reissue Date By Permit Value 14400 Permit Square Footage 0 hftps://byb2-nav5.aspgov.com:8100/naviline/session?fncid=BPSOOOO120&token=A6A49lC3F8A4D795F5C5C2ClD8ClClClClClC794FOF593A593F2F4A6ClD87 8/23/2021 BP-R Property Owner BBCA Contractor BETTER BUILTAIP Additional Permit Description DEMO PERMIT Phone Interface Number 2452951 Permit Pin Number 2452951 Last Maintained By BYB2MJG 08/19/2021 7:34:47 https://byb2-nav5.aspgov.com:8100/naviline/session?fncid=BPS0000120&token=A6A49IC3FBA4D795F5C5C2ClD8ClClClCiClC794FOF593A593F2F4A6ClD8' r f � ip y�lf; / g, l I r� f f%, liim i .I . 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The agency's annual financial operations run on a fiscal calendar beginning on October 1st and ending on September 30th of each year. The C RA does not obtain its revenue from charging an additional tax. The CRA receives its annual funding based on a percentage share of the existing ad-valorem property taxes paid to the City of Boynton Beach and Palm Beach County. The CRA's annual budget is comprised of three 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 on August 10, 2021, the Board's FY 2021-2022 Project Fund budget allocation identified the priority projects for the upcoming fiscal year as well as the 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 Board approved the budget on August 10, 2021 and decided to adopt the FY 2021-2022 Budget at the September 14, 2021 Board Meeting. The CRA's FY 2021-2022 Budget discussion occurred again at the CRA Advisory Board (CRAAB) meeting on September 2nd and their recommendation is below. 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/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: Recommend approval of the FY 2021-2022 Budget as presented CRA BOARD OPTIONS: Approval of Fiscal Year 2021-2022 Budget as presented. ATTACHMENTS: Description D Attachment I - FY 2021-2022 Budget CY) 0 m LO LO 0 0 LO (D 0 m (D0 (D N ON 0 CO (D 0 MM_ c� 0� 14i N r- C� r- CO C� 't ao 00O It 1- 0 co CO 0 1- co U) 00 0 co !�2 0 CO CO LO 'r - N r- Cr'. �; � - N Lo- C 'r� Lo 0 N >- CO N CO LO cli C6 Ok CO 0 0 (D LO 1- 0 0 00 CO O W U) CY)- C� m oc� C� oc� C� oc� r- C� r-� (40 O LO 00 CO O ON 0 0 N 0 (D 0 (D �2 !�? 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Boynton Beach CRA General Fund-Budget Summary-FY 2021-2022 1" FY 2020-2021 2020-2021 vs.Prior Year IFY'2021�202Z, Original Amended Inoreasel Decreasem , REVENUES Bud"et'," " Budet Budget Amount1 0/a Tax Increment Revenue(TIF) $ 15,01;715]( ') $ 14,852,192 $ 14,852,192 $ 949,523 6% Marina Rents&Fuel Sales $ I=0,000. $ 1,000,000 $ 1,000,000 $ - 0% Fund Balance Surplus $ 100;000+ $ 100,000 $ 100,000 $ 0% Budget Amendment#1 2/912021 $ 445,561 $ (445,561) 0% Total Revenues '$ 16,901711L $ 15,952,192 $ 16 397„753 $ 503„962 3% EXPENSES CRA Board&Advisory Board 53,500 (b) $ 29,500 $ 29,500 $ 24,000 45% Administration& era ions Executive Department $ 420,986^(c) $ 406,471 $ 406,471 $ 64,514 14% Finance Department $ 221,083,, $ 211,557 $ 211,557 $ 9,526 4% Planning&Development Department $ 187,935 $ 186,347 $ 186,347 $ 1,588 1% Marketing&Business Development $ 284;386 $ 303,446 $ 303,946 $ (19,560) -7% Business Promotion and Events Department $ 124,134 $ 71,928 $ 79,302 $ 44,832 36% Taxes,Employee Benefits,Compensated Absences,Workers Com $ ' 460,239' $ 446,832 $_ 446,832 $ 13,407 3% Sub-Total $ "1748,761 $ 1,626,581 $ 1,634,455 $ 114,306 7% Other r2eneral Fund Expenses Insurances $ 165000, $ 172,500 $ 172,500 $ (7,500) -5% Professional Services $ 179;5(f0 $ 191,500 $ 191,500 $ (12,000) -7% Buildings,Grounds,Maintenance $ 453;$39 $ 674,159 $ 674,159 $ (220,320) -49% Information Technology $" $9,Og0 l $ 79,200 $ 79,200 1$ 9,800 11% Contingency $` „ , ;,180,004 $ 100,000 $ 100,000 $ 0% Sub-Total $ 987;339' $ 1,217,359 $ 1,217,359 $ (230,020) -23% Boynton Harbor Marina Fuel Dock&Slips Expenses $ 11""900,00,4 $ 1,000,000 $ 1,000,000 $ - 0% Total General Fund Operating $ , 3,789,600 (d) $ 3,873,440 $ 3,881,314 $ (91,714) -2% Operating Transfers Out Transfer to Debt Service Fund $ 2;140;528; $ 2,140,852 $ 2,140,852 $ (324) 0% Transfer to Project Fund $ , :10 971",687 $ 8,667,613 $ 9,553,549 $ 1,418,038 13% Sub-Total $ 13; 12;145, $ 10,808,465 $ 11,694,401 $ 1,417,714 11% Total General Fund Expenses& Transfers Out $ 1$,901,745. $ 14,681,905 $ 15,575,715 $ 242,154 -1% (a)Property values in CRA up 6% (b)Increase due to ASL requirements added to all meetings (c)Increase due to funding of the Administrative Assistant Position (d)Decrease due to move to Townsquare Boynton Beach CRA Pro'ect Fund - Bud et Q-- " Y' 202Y2022 FY 2020-2021 2020-2021 vs.Prior Year Original Amended Increase/Decrease FUNDING SOURCES Buri""'t Budget Bud et Amount 1.Rollover FY 2020-2021 (see Budget Overview) 3,173,117 $ - $ 3,773,117 NIA 2.Transfers in from General Fund $ - Other Financing Sources/Transfers In $ 10,971,582 $ 9,931,300 $ 9,931,300 $ 1,040,287 10% 3.Other Revenue/Financing Sources; $ - 1.Budget Amendment#1 219/21 $ 445,561 Total Funding Sources/Revenues&Transfers In $ 14,744,704 $ 9,931,300 $ 10,376,861 $ 4,813,404 46% 2021=2D32 FY 2020-2021 2020-2021 vs.Prior Year Original Amended Increase/Decrease EXPENSESUt,, Bud et Bud t Amount Professional&Other Expenses Contingency $ 150"Coo $ 361,081 $ 211,081 $ (61,081) -29% Professional Services $ 210;,841 $ 117,100 $ 1179100 $ 93,791 80% Legal Services $ '12 ;000 $ 125,000 $ 125,000 $ - 0% Sub-Total $ 956891 $ 603,181 $ 453,181 $ 32,710 7% Capital Outlav Property Purchases 3;070,754 $ 475,000 $ 475,000 $ 2,595,764 546% BBWC Capital Improvements $ 250,000 $ 190,000 $ 190,000 $ 60,000 32% Site Work&Demolition Fees $ 196; 92 $ 66,315 $ 66,315 $ 130,277 196% Infrastructure&Streetscape $ ;, % 0 $ 5,577,732 $ 5,577,732 $ 2,100,238 38% Sub-Total $ 4;11,g a'320' $ 6,309,047 $ 6,309,047 $ 4,886,279 77% Economic Development&Housing.Rehab Program Economic Development Grant Programs $ 55��600 $ 377,000 $ 948,000 $ (391,400) -41% Marketing Program $ 75,* $ 68,350 $ 68,350 $ 6,650 10% DIFA-Economic Development ; „1,141,x60, $ 1,632,000 $ 1,632,000 $ (490,500) -30% Sub-Total 1',273;100 $ 2,077,350 $ 2,648,350 $ (875,250) -33% Projects&Programs Clean&Safe Program(Clean,Police,Code) $ 524,627 $ 370,000 $ 370,000 $ 154,627 42% Business Promotional Events 165,760, $ 549,000 $ 549,000 $ 216,760 39% Sub-Total $ 1 U 387 $ 919,000 $ 919,000 $ 371,387 40% Total Project Fund Expenses $ 14,744,704 $ 99908,578 $ 10,329,578 $ 4,415,126 43% Boynton Beach CRA Debt Service Fund - Budget Summary FY2021-2022 FY 2020-2021 Original Amended Dept.,# FundingSource Budget Budget EBudget :1 49900 Transfers In from General Fund 2,1400'2$, $ 2,137,822 $ 2,137,822 Exrrenses Series 2012 (formerly Series 2004,8 Serjes,. „ 05A -PNC Bank 59800-814 Principal $ 1,,439,000, $ 1,397,000 $ 1,397,000 59800-824 Interest $ 1904, 38 $ 226,202 $ 226,202 Sub-Total '$ 1, 3,438 $ 1,623,202 $ 1,623,202 Series 2015(formerly Ser,.ie " 59800-815 Principal $ 4O,a40 $ 410,000 $ 410,000 59800-826 Interest $ 9411090 $ 103,620 $ 103,620 Sub-Total 51 ,(}94 $ 513,620 $ 513,620 59800-830 Financial Agent Fees 1iow $ 1,000 $ 1,000 Total Debt Service Expenses 2,:140,528 $ 2,137,822 $ 2,137,822 au, r ..i"� m i �I + m !@i,W.., °'kP �iu ,mil' Ilii Vy OEM Cast ,,,,, Co Officer Salary&Incentive(Paramore) 1 $ 95,392 $ 95,392 Salary,Education Incentive Officer Benefits-Pension 1 $ 41,568 $ 41,568 Pension Officer Benefits 1 $ 17,524 $ 17,524 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(J Rivera) 1 $ 77,495 $ 77,495 Salary,Education Incentive Officer Benefits-Pension 1 $ 31,117" $ 32,117 ' Pension Officer Benefits 1 $ 16,155,f,$ 16,155 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(NEW) 1 $ 59,241 $ 59,241 Salary,Education Incentive(AVG) Officer Benefits-Pension(NEW) 1 28,051, $ 28 051 Pension(AVG) Officer Benefits(NEW) 1 $ 14,358 $ 14,358 Healthcare,Dental,Vision,FICA(AVG) (Civilian)Salary&Incentive Community 1 $ 38,763 $ 38,763 Salary,Education Incentive(AVG) Service Officer(Vasquez) (Civilian)Benefits-Pension 1 $ 15,413 `$ 15,413 ` Pension(AVG) (Civilian)Benefits 1 $ 13;192 $ 13,192 Healthcare,Dental,Vision,FICA(AVG) Uniform 4 $ 560 $ 2,000 uniforms,belts Misc.Equipment-As needed 1 $ 2,500 �$ 2,500 Community Events/Promotions 1 $ 4,000 $ 4,000Youth Programs Vehicle Prefunding 4 $ 6,670 $ 26,678 FY 21 Interceptors Vehicle Maintenance 4 $ 3,500 $ 14,000 Fuel,maintenance Segway(Maintenance) 1 $ 1,000 $ 1,000 Battery Replacement ONl Cell Phones•Service Plan 4 $ 67 $` 2,700 i$56.25/mo for staff Office Supplies/Misc Supplies 1 $ 2,000 $ 2,OQOiOffiice Supplies(includes printer/copier) Office Electric,Cable/Internet, 12 $ 515" $ 6,180 (Monthly operating costs water/sewage Office Space Monthly Maintenance 12 $ 650 $ 7,800 Monthly Maint.Ocean Palm Plaza Office Cleaning 1 $ 1,500 $ 1,500 City Cleaning Crew(Gail) Computer equipment 4 $ 250 $ 1,000 Misc,Cameras Training 4 $ 1,000 $ 4,000 CPTED,CSO academy [ILA Amount for FY 21-22 $ 524,527 NOTE:All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2022 Revised by CRA to include promotional/marketing materials and additional equipment. BOYNTON BEACH CRA TAX INCREMENT REVENUE "TIR ESTIMATE - FY 2021-2022 As of: June 24,2021 1. ASSESSED VALUATIONS .FY ASSESSED VALUES $ 1,548,938,460 $ 1,634,696,520 (a) Estimate A As of: 6/24/2021 Chg.from Prior Year $ 85,758,060 5.5% 2. TAX INCREMENT REVENUE-ESTIMATED FOR NEW BUDGET YEAR ' ;FY 01222t�mks77 Assessed Values $ 1,548,938,430 $ 1,634,696,520 Less Base Year Value $ 309,821,849 309,821,849 TIR Taxable Value $ 1,239,116,581 1,324,874,671 95%of Difference $ 1,177,160,752 $ 1,258,630,937 (Per Florida Statutes Chapter 163.387(1)(a) Ass sum tions Redevelopment Trust Fund) No Millage Change City&County Millage Rates City 7.9000 7.9000 County 4.7815 4.7815 %Of Tax Increment Revenue Total TIR Cit $ 9,299,570 $ 9,943,184 62% County $ 5,628,594 $ 6,018,144 38% Sub-Total $ 14,928,164 $ 15,961,328 1.0%for True-Up $ 149,282 $ 159,613 1.0%for True-Up Net TIR $ 14,778,882 $ 15,801,715 4 Busigeted Change from Prev.Year Amount $ 1,022,833 % 6.9% (a) The Property Appraiser will issue revisions to the CRA's taxable values at the end of June 2021, and in early October 2021, with a final certified tax value in mid-2022. The CRA's budgeted tax increment revenue will be based on the first, or May 28, 2021, "Estimates of Taxable Values"with a 1%deduction for the final Property Appraiser certified tax adjustments("true-up") in mid-2022 Boynton Beach Community Redevelopment Agency FY 2021-2022 Budget - Personnel Personnel Position FY 2020-2021 FY 2021-2022 No. No. 1 Executive Director 1 1 2 Assistant Director 1 1 3 Finance Director 1 1 4 Accounting and Finance Manager 1 1 5 Development Services Manager 1 1 6 Development Services Specialist (unfunded) 0 0 7 Grants and Project Manager 1 1 s Business Promotion and Events Manager 1 1 9 Business Promotions & Marketing Coordinator 1 0 to Social Media Communications Specialist 1 1 11 Administrative Services Manager 1 1 12 Administrative Assistant 0 1 Total Personnel 10 10 �� ISL............ .... ijiiIVVVVVpluiluuuuuuuuuuuuuuuuuuuuuiiiiiuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiiiiii ddmuuuum�VVV��VII��VVVVVVVVVVVVVVIIVVVVV�VVVVVVVVVVVVVVVVVVVVVV� uuuuuuuumppuuuuuuuuuuuuuuuuppuuuuuuuuuuuuuu uuuuuuuuuuuuuuuuuuuuuuu ��� � uuuuuuuuuuuuuu uuu uuuuuuuuuuuuuuuuuuuuu�uuuuuuuuuuuuuuuuuuuuuuu u U c Q 00 o „�� ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.13. SUBJECT: Consideration of Resolution No. R21-02 Adopting the CRA Budget for Fiscal Year 2021-2022 SUMMARY: At the September 14, 2021 meeting, the CRA Board will be reviewing and adopting the proposed Fiscal Year 2021-2022 Project Fund, General Fund, and Debt Service Fund budgets for the Boynton Beach Community Redevelopment Agency. CRA Resolution No. R21-02 is the document recording the CRA Board's approval and acceptance of the CRA Fiscal Year 2021-2022 Budget and Projects (see Attachments I & 11). With the approval of the Resolution, the CRA's Budget will be included with the City's Fiscal Year 2021-2022 annual budget package for review and ratification by the City Commission of the City of Boynton Beach at their September 21, 2021 meeting. FISCAL IMPACT: Adoption of the CRA's Fiscal Year 2021-2022 Budget CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: Approve Resolution No. R21-02 adopting the approved Boynton Beach Community Redevelopment Agency's Fiscal Year 2021-2022 Budget, subject to ratification by the Boynton Beach City Commission at their meeting to be held on September 21, 2021. ATTACHMENTS: Description D Attachment I - Resolution 21-02 D Attachment 11 - Budget Backup RESOLUTION NO: R21-02 RESOLUTION OF THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY ADOPTING A BUDGET FOR THE FISCAL YEAR OCTOBER 1, 2021 TO SEPTEMBER 30, 2022, AND PROVIDING AN EFFECTIVE DATE. WITNESSETH: WHEREAS, the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (BBCRA), in order to implement its Community Redevelopment Plan and provide for its operating expenses, has prepared a Budget for the Fiscal Year beginning October 1, 2021 and ending September 30, 2022, attached hereto as Exhibit "I"; and WHEREAS, the Board has determined that said Budget is in the public's interest and is necessary to implement the BBCRA's goals and objectives. NOW, THEREFORE, BE IT RESOLVED THAT- 1. The Budget attached hereto as Exhibit "I" for financial operations of the Boynton Beach Community Redevelopment Agency for the period from October 1, 2021 through September 30, 2022 is hereby adopted. 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 14th day of September, 2021. BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By- Steven B. Grant, Chair S. Grant J. Katz W. Hay T. Penserga C. Romelus 00551570-1 O O CD 'j.... In In O O LO co In O co 1. 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O N > c x o. z L) m m x m m na 0 dd N I, c c c I c c m o to m ' m G o o g o o r r t c c c c 6 O OO CL m ml� m m m m o 0 01 0 0 0 0 0 ° t uv -6v v c u u, � Vn u( w w w 'w » -H m w w S 2 S S S m m m G D O Q O D 0 OO'' O 6 O Boynton Beach CRA General Fund-Budget Summary-FY 2021-2022 1" FY 2020-2021 2020-2021 vs.Prior Year IFY'2021�202Z, Original Amended Inoreasel Decreasem , REVENUES Bud"et'," " Budet Budget Amount1 0/a Tax Increment Revenue(TIF) $ 15,01;715]( ') $ 14,852,192 $ 14,852,192 $ 949,523 6% Marina Rents&Fuel Sales $ I=0,000. $ 1,000,000 $ 1,000,000 $ - 0% Fund Balance Surplus $ 100;000+ $ 100,000 $ 100,000 $ 0% Budget Amendment#1 2/912021 $ 445,561 $ (445,561) 0% Total Revenues '$ 16,901711L $ 15,952,192 $ 16 397„753 $ 503„962 3% EXPENSES CRA Board&Advisory Board 53,500 (b) $ 29,500 $ 29,500 $ 24,000 45% Administration& era ions Executive Department $ 420,986^(c) $ 406,471 $ 406,471 $ 64,514 14% Finance Department $ 221,083,, $ 211,557 $ 211,557 $ 9,526 4% Planning&Development Department $ 187,935 $ 186,347 $ 186,347 $ 1,588 1% Marketing&Business Development $ 284;386 $ 303,446 $ 303,946 $ (19,560) -7% Business Promotion and Events Department $ 124,134 $ 71,928 $ 79,302 $ 44,832 36% Taxes,Employee Benefits,Compensated Absences,Workers Com $ ' 460,239' $ 446,832 $_ 446,832 $ 13,407 3% Sub-Total $ "1748,761 $ 1,626,581 $ 1,634,455 $ 114,306 7% Other r2eneral Fund Expenses Insurances $ 165000, $ 172,500 $ 172,500 $ (7,500) -5% Professional Services $ 179;5(f0 $ 191,500 $ 191,500 $ (12,000) -7% Buildings,Grounds,Maintenance $ 453;$39 $ 674,159 $ 674,159 $ (220,320) -49% Information Technology $" $9,Og0 l $ 79,200 $ 79,200 1$ 9,800 11% Contingency $` „ , ;,180,004 $ 100,000 $ 100,000 $ 0% Sub-Total $ 987;339' $ 1,217,359 $ 1,217,359 $ (230,020) -23% Boynton Harbor Marina Fuel Dock&Slips Expenses $ 11""900,00,4 $ 1,000,000 $ 1,000,000 $ - 0% Total General Fund Operating $ , 3,789,600 (d) $ 3,873,440 $ 3,881,314 $ (91,714) -2% Operating Transfers Out Transfer to Debt Service Fund $ 2;140;528; $ 2,140,852 $ 2,140,852 $ (324) 0% Transfer to Project Fund $ , :10 971",687 $ 8,667,613 $ 9,553,549 $ 1,418,038 13% Sub-Total $ 13; 12;145, $ 10,808,465 $ 11,694,401 $ 1,417,714 11% Total General Fund Expenses& Transfers Out $ 1$,901,745. $ 14,681,905 $ 15,575,715 $ 242,154 -1% (a)Property values in CRA up 6% (b)Increase due to ASL requirements added to all meetings (c)Increase due to funding of the Administrative Assistant Position (d)Decrease due to move to Townsquare Boynton Beach CRA Project Fund - Budget Summary 2421-2022 FY 2020-2021 2020-2021 vs.Prior Year Original Amended Increase!Decrease FUNDING SOURCES Ooaglet Budget Bud et Amount 1.Rollover FY 2020-2021 (see Budget Overview) $ 3,273,117 $ - $ 3,273,117 N/A 2.Tr nsfers in from General Fund $ - Other Financing Sources/Transfers In $ 10,971,587? $ 9,931,300 $ 9,931,300 $ 1,040,287 10% 3.Other Revenue/Financing Sources: $ - 1.Budget Amendment#1 2/9121 $ 445,561 Total Funding Sources/Revenues&Transfers In $ 14,244,704 $ 9,931,300 $ 10,376,861 $ 4,3139404 42% 2021 2022 FY 2020-2021 2020-2021 vs.Prior Year Original Amended Increase!Decrease EXPENSES Budget Bud et Budget Amount % Professional&Other Expenses Contingency $ 150°,000 $ 361,081 $ 211,081 $ (61,081) -29% Professional Services $ 210,8'911 $ 117,100 $ 117,100 $ 93,791 80% Legal Services $;, 12 ;QQ0, $ 125,000 $ 125,000 $ - 0% Sub-Total $ -40�,fi91 $ 603,181 $ 453,181 $ 32,710 7% Capital Outlav Property Purchases $ 3;070,764 $ 475,000 $ 475,000 $ 2,595,764 546% BBWC Capital Improvements $ 250,000 $ 190,000 $ 190,000 $ 60,000 32% Site Work&Demolition Fees 1$ 198­59� $ 66,315 $ 66,315 $ 130,277 196% Infrastructure&Streetscape $ 7,177;970 $ 5,577,732 $ 5,577,732 $ 1,600,238 29% Sub-Total $ 101605;12F $ 6,309,047 $ 6,309,047 $ 4,386,279 70% Economic Development&Housing Rehab Program Economic Development Grant Programs $ 556,600 $ 377,000 $ 948,000 $ (391,400) -41% Marketing Program $ 75,000 $ 68,350 $ 68,350 $ 6,650 10% DIFA-Economic Development $ 1=,141;50,0 $ 1,632,000 $ 1,632,000 $ (490,500) -30% Sub-Total $ 1,17,,,1,90, $ 2,077,350 $ 2,648,350 $ (875,250) -33% Projects&Programs Clean&Safe Program(Clean,Police,Code) 524,627', $ 370,000 $ 370,000 $ 154,627 42% Business Promotional Events' $ 549,000 $ 549,000 $ 216,760 39% Sub-Total $ 1,290,387 $ 919,000 $ 919,000 $ 371,387 40% Total Project Fund Expenses $ 14,244,704 $ 9,908,578 $ 10,329,578 $ 3,915,126 38% Boynton Beach CRA Debt Service Fund - Budget Summary FY2021-2022 FY 2020-2021 Original Amended Dept.,# FundingSource Budget Budget EBudget :1 49900 Transfers In from General Fund 2,1400'2$, $ 2,137,822 $ 2,137,822 Exrrenses Series 2012 (formerly Series 2004,8 Serjes,. „ 05A -PNC Bank 59800-814 Principal $ 1,,439,000, $ 1,397,000 $ 1,397,000 59800-824 Interest $ 1904, 38 $ 226,202 $ 226,202 Sub-Total '$ 1, 3,438 $ 1,623,202 $ 1,623,202 Series 2015(formerly Ser,.ie " 59800-815 Principal $ 4O,a40 $ 410,000 $ 410,000 59800-826 Interest $ 9411090 $ 103,620 $ 103,620 Sub-Total 51 ,(}94 $ 513,620 $ 513,620 59800-830 Financial Agent Fees 1iow $ 1,000 $ 1,000 Total Debt Service Expenses 2,:140,528 $ 2,137,822 $ 2,137,822 au, r ..i"� m i �I + m !@i,W.., °'kP �iu ,mil' Ilii Vy OEM Cast ,,,,, Co Officer Salary&Incentive(Paramore) 1 $ 95,392 $ 95,392 Salary,Education Incentive Officer Benefits-Pension 1 $ 41,568 $ 41,568 Pension Officer Benefits 1 $ 17,524 $ 17,524 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(J Rivera) 1 $ 77,495 $ 77,495 Salary,Education Incentive Officer Benefits-Pension 1 $ 31,117" $ 32,117 ' Pension Officer Benefits 1 $ 16,155,f,$ 16,155 Healthcare,Dental,Vision,FICA Officer Salary&Incentive(NEW) 1 $ 59,241 $ 59,241 Salary,Education Incentive(AVG) Officer Benefits-Pension(NEW) 1 28,051, $ 28 051 Pension(AVG) Officer Benefits(NEW) 1 $ 14,358 $ 14,358 Healthcare,Dental,Vision,FICA(AVG) (Civilian)Salary&Incentive Community 1 $ 38,763 $ 38,763 Salary,Education Incentive(AVG) Service Officer(Vasquez) (Civilian)Benefits-Pension 1 $ 15,413 `$ 15,413 ` Pension(AVG) (Civilian)Benefits 1 $ 13;192 $ 13,192 Healthcare,Dental,Vision,FICA(AVG) Uniform 4 $ 560 $ 2,000 uniforms,belts Misc.Equipment-As needed 1 $ 2,500 �$ 2,500 Community Events/Promotions 1 $ 4,000 $ 4,000Youth Programs Vehicle Prefunding 4 $ 6,670 $ 26,678 FY 21 Interceptors Vehicle Maintenance 4 $ 3,500 $ 14,000 Fuel,maintenance Segway(Maintenance) 1 $ 1,000 $ 1,000 Battery Replacement ONl Cell Phones•Service Plan 4 $ 67 $` 2,700 i$56.25/mo for staff Office Supplies/Misc Supplies 1 $ 2,000 $ 2,OQOiOffiice Supplies(includes printer/copier) Office Electric,Cable/Internet, 12 $ 515" $ 6,180 (Monthly operating costs water/sewage Office Space Monthly Maintenance 12 $ 650 $ 7,800 Monthly Maint.Ocean Palm Plaza Office Cleaning 1 $ 1,500 $ 1,500 City Cleaning Crew(Gail) Computer equipment 4 $ 250 $ 1,000 Misc,Cameras Training 4 $ 1,000 $ 4,000 CPTED,CSO academy [ILA Amount for FY 21-22 $ 524,527 NOTE:All amounts provided by Police Department with exception of Contingency and ILA amount for FY 2022 Revised by CRA to include promotional/marketing materials and additional equipment. BOYNTON BEACH CRA TAX INCREMENT REVENUE "TIR ESTIMATE - FY 2021-2022 As of: June 24,2021 1. ASSESSED VALUATIONS .FY ASSESSED VALUES $ 1,548,938,460 $ 1,634,696,520 (a) Estimate A As of: 6/24/2021 Chg.from Prior Year $ 85,758,060 5.5% 2. TAX INCREMENT REVENUE-ESTIMATED FOR NEW BUDGET YEAR ' ;FY 01222t�mks77 Assessed Values $ 1,548,938,430 $ 1,634,696,520 Less Base Year Value $ 309,821,849 309,821,849 TIR Taxable Value $ 1,239,116,581 1,324,874,671 95%of Difference $ 1,177,160,752 $ 1,258,630,937 (Per Florida Statutes Chapter 163.387(1)(a) Ass sum tions Redevelopment Trust Fund) No Millage Change City&County Millage Rates City 7.9000 7.9000 County 4.7815 4.7815 %Of Tax Increment Revenue Total TIR Cit $ 9,299,570 $ 9,943,184 62% County $ 5,628,594 $ 6,018,144 38% Sub-Total $ 14,928,164 $ 15,961,328 1.0%for True-Up $ 149,282 $ 159,613 1.0%for True-Up Net TIR $ 14,778,882 $ 15,801,715 4 Busigeted Change from Prev.Year Amount $ 1,022,833 % 6.9% (a) The Property Appraiser will issue revisions to the CRA's taxable values at the end of June 2021, and in early October 2021, with a final certified tax value in mid-2022. The CRA's budgeted tax increment revenue will be based on the first, or May 28, 2021, "Estimates of Taxable Values"with a 1%deduction for the final Property Appraiser certified tax adjustments("true-up") in mid-2022 Boynton Beach Community Redevelopment Agency FY 2021-2022 Budget - Personnel Personnel Position FY 2020-2021 FY 2021-2022 No. No. 1 Executive Director 1 1 2 Assistant Director 1 1 3 Finance Director 1 1 4 Accounting and Finance Manager 1 1 5 Development Services Manager 1 1 6 Development Services Specialist (unfunded) 0 0 7 Grants and Project Manager 1 1 s Business Promotion and Events Manager 1 1 9 Business Promotions & Marketing Coordinator 1 0 to Social Media Communications Specialist 1 1 11 Administrative Services Manager 1 1 12 Administrative Assistant 0 1 Total Personnel 10 10 �� ISL............ .... ijiiIVVVVVpluiluuuuuuuuuuuuuuuuuuuuuiiiiiuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiiiiii ddmuuuum�VVV��VII��VVVVVVVVVVVVVVIIVVVVV�VVVVVVVVVVVVVVVVVVVVVV� uuuuuuuumppuuuuuuuuuuuuuuuuppuuuuuuuuuuuuuu uuuuuuuuuuuuuuuuuuuuuuu ��� � uuuuuuuuuuuuuu uuu uuuuuuuuuuuuuuuuuuuuu�uuuuuuuuuuuuuuuuuuuuuuu u U c Q 00 o „�� ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.C. SUBJECT: Discussion and Consideration of the Employment Agreement for the Executive Director of the CRA SUMMARY: 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 based on her qualifications, extensive experiences in the redevelopment industry, and knowledge of the agency's operations and management as the Assistant Director (see Attachment 1). Additionally, the Board directed legal counsel to prepare an annual contract agreement for Ms. Shutt with the same terms as Mr. Simon, the former Executive Director. Attachment II contains a draft annual Executive Director Employment Agreement for Ms. Shutt for the Board's consideration and approval. FISCAL IMPACT: FY 2020-2021 General Fund Budget, Executive Department; Line Item #01-51230-100: $159,214 plus $3,000 car allowance. CRA BOARD OPTIONS: 1. Approval of the annual Executive Director Employment Agreement with Ms. Thuy Shutt. 2. Alternative direction based on CRA Board discussion. ATTACHMENTS: Description D Attachment I -Thuy Shutt's Professional Qualifications D Attachment 11 - Draft Executive Director Employment Agreement th 102 NE 12 Street Delray Beach Florida, FL 33444 561-665-0145 shutts4Qatt.net expertise 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). pro. ssional 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. 102 NE 12th Street Delray Beach Florida, FL 33444 561-665-0145 shutts4p_att.net 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). lC°ass,)e 2 03 102 NE 12th Street Delray Beach Florida, FL 33444 561-665-0145 shutts4p_att.net edlucation 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) credentials 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 civic in/,Ivenoent and re �)gni%hilr`;z 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 and 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. Re Available upon request R u,''/4.13a"a;21''',y EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This employment agreement ("Agreement"), is made and entered into by and between the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(the"CRA"), and THUY SHUTT, ("SHUTT") (collectively, the"Parties"). WHEREAS, the Board desires to employ SHUTT as Executive Director of the CRA; and WHEREAS, the CRA desires to provide certain benefits, to establish certain conditions of employment and to set certain working conditions of SHUTT as Executive Director of the CRA; and WHEREAS, SHUTT desires to accept employment as Executive Director of the CRA under the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the Parties agree as follows: 1.0. Duties 1.1. The CRA agrees to employ SHUTT as the full-time Executive Director of the CRA. As Executive Director, SHUTT will perform all of the functions and duties assigned and delegated to her by the Board of Commissioners of the CRA (the "Board") and all functions and duties that are necessary to manage the CRA's operations pursuant to Florida Statutes, 163.330— 163.463. The general scope of duties is set forth in the job description attached hereto as Exhibit"A." 1.2. SHUTT agrees to perform the duties set forth in Exhibit "A," as well as all other legally permissible and proper duties and functions as may be assigned by the Board from time to time. 1.3. SHUTT agrees to perform the duties of the Executive Director with care, diligence, skill and expertise and in full conformance with the laws governing the CRA. 1.4. SHUTT shall be subject to the all existing CRA policies and procedures governing its employees ("Human Resource Policies"). Where there is a conflict between the Human Resource Policies 01531551-1 and the terms of this Agreement, the terms of this Agreement shall control. 1.5. While serving as the Executive Director of the CRA, SHUTT shall not be entitled to engage in any other employment or professional engagements without prior consent of the Board, except that SHUTT may operate as a licensed architect so long as doing so does not conflict with or impede SHUTT's performance as the Executive Director of the CRA. 1.6. SHUTT shall comply with all applicable provisions of Florida Statutes and all applicable ordinances, resolutions, policies and procedures of Palm Beach County, the City of Boynton Beach and the CRA governing the behavior of public employees, as each may be amended from time to time. 2.0. Term 2.1. This Agreement shall become effective on the date the Board approves the Agreement or on the date SHUTT executes the Agreement, whichever is later ("Effective Date"). 2.2. The Executive Director serves at the pleasure of the CRA as governed by the Board, and therefore, SHUTT's appointment as Executive Director hereunder has no fixed term. 2.3. The CRA may terminate SHUTT as Executive Director at any time, subject only to the provisions set forth in Section 7 of this Agreement. 2.4. SHUTT may resign from the Executive Director position at any time, subject only to the provisions set forth in Section 8 of this Agreement. 3.0. Salary 3.1. Base Salary. The CRA shall pay SHUTT an annual compensation of $159,214.00, for serving as the Executive Director of the CRA pursuant to this Agreement("Base Salary"). The Base Salary shall be payable in equal bi-weekly installments at the same time and in the same manner that all other CRA employees are paid. 3.2. The CRA will reimburse SHUTT for documented and justifiable expenses incurred as a 01531551-1 direct result of SHUTT"s performing her duties as Executive Director of the CRA, within the amounts authorized for in the CRA budget. 4.0. Benefits 4.1. Benefits. The benefits provided to SHUTT pursuant to this Section 4.0 shall hereinafter be referred to as the`Benefits." 4.2. Automobile/Car Allowance. The Executive Director's duties require that she have the use of an automobile during her employment by the CRA. The CRA agrees to pay SHUTT three thousand dollars ($3,000.00) per year, beginning on the Effective Date, for automobile expense reimbursement payable in equal biweekly installments at the same time and in the same manner as the Base Salary is paid. 4.3. Legal Holidays. SHUTT is not required to work office hours on legal holidays as designated from time to time by the CRA, the State of Florida, or the United States Government. 4.4. Vacation and Sick Leave. SHUTT shall be entitled to accrue, use, and cash out sick and vacation leave pursuant to the CRA's paid leave benefits policy. If the CRA's policies relating to vacation and sick leave change, the Employee's benefits will change accordingly. 4.5. Insurance. CRA agrees to provide, at no cost to SHUTT, health, dental, life, and disability insurance for SHUTT consistent with the health insurance policies in effect as of the Effective Date of this Agreement and provided by the City of Boynton Beach to its employees. If the policies relating to insurance of the City for City senior staff employees change, SHUTT's benefits will change accordingly. 4.6. Professional Memberships. The CRA agrees to budget for and pay SHUTT's membership costs in the American Institute of Architects (AIA),National Council of Architectural Registration Boards (NCARB), the Florida Redevelopment Association (FRA), and the Urban Land Institute (ULI),to further her development as Executive Director for the benefit of the CRA. 4.7. Conventions. The CRA agrees to budget for and pay SHUTT's travel and subsistence 01531551-1 expenses to attend one national convention (e.g. AIA, ULI, APA, International Council of Shopping Centers (ICSC),National Trust for Historic Preservation (NTHP)) and one Florida conference (e.g. FRA) per year for continuing education for professional license or certificate maintenance. This shall not include expenses to conferences or events to accept awards or recognition on behalf of the CRA. 5.0. Performance Review 5.1. Timing. During the term of this Agreement, every year in the month of May, the Board will provide SHUTT with a review of her performance as Executive Director (hereinafter Performance Review). At the discretion of the Board,the Performance Review may be presented in written or oral form to SHUTT, and must take place at a regularly scheduled CRA Board meeting. 5.2. Base Salary and Benefits Adjustments. In conjunction with any Performance Review, the Board may change the Base Salary and/or any Benefits provided to SHUTT pursuant to Sections 3.0 and 4.0 of this Agreement in such amounts and to such an extent as the Board deems appropriate. Any change to SHUTT's Base Salary and/or Benefits shall require a written amendment to this Agreement executed by both Parties. 6.0. Termination 6.1. Date of Termination. This Agreement shall terminate upon the earlier of the following (hereinafter Termination Date): 6.1.1. Execution by both Parties of a written amendment to this Agreement terminating the Agreement; 6.1.2. Unilateral termination of SHUTT as Executive Director by the CRA pursuant to Section 7.0 of this Agreement; 6.1.3. Resignation by SHUTT pursuant to Section 8.0 of this Agreement; or 6.1.4. Death of SHUTT. 01531551-1 7.0. Unilateral Termination by the CRA 7.1. Procedure. The CRA may unilaterally terminate SHUTT as Executive Director of the CRA at its absolute and sole discretion by majority vote of the Board at a publicly noticed meeting of the CRA Board. At said meeting, the CRA shall state whether the termination of SHUTT is with or without cause as described in Sections 7.2 and 7.3 below, and shall set the last day of SHUTT's term as Executive Director. The last day of SHUTT's term shall hereinafter be referred to as the"Effective Date of Termination". 7.2. Termination with Cause. If SHUTT is unilaterally terminated by the CRA for failure to perform the duties and obligations of the Executive Director as set forth in Section 1.0 of this Agreement, and/or for misconduct and/or for violation of any rule, regulation or law, SHUTT shall be entitled to all earned and accrued base salary, vacation and sick pay, and all earned and accrued retirement benefits in any retirement plan offered through the CRA (including any employer"matching"funds) as of the date of termination,but SHUTT shall not be entitled to severance pay. 7.3. Termination without Cause. If SHUTT is unilaterally terminated by the CRA without a stated cause, SHUTT shall be entitled to the following: 7.3.1. A minimum of three(3)and maximum of twenty(20)weeks of severance pay from the effective date of termination. The term "severance pay" shall have the meaning as set forth in s. 215.425, Florida Statutes, and the amount and term of severance pay shall be determined by the Board at its sole discretion. 7.3.2. All earned and accrued vacation leave through the Effective Date of Termination. 7.3.3. All earned and accrued sick leave through the Effective Date of Termination. 7.3.4. All earned and accrued retirement benefits in any retirement plan offered through 01531551-1 the CRA(including any employer"matching" funds); and 7.3.5. Reimbursement for as-yet unreimbursed expenses through the Effective Date of Termination. 7.4. Conflict. In the event of a conflict between the severance benefit terms of this Section and the limitation of severance benefits provided in s. 215.425, Florida Statutes, as the same may be amended from time to time, the provision of Florida Statutes shall prevail. 8.0. Termination by Resignation 8.1. Procedure. SHUTT may resign from the Executive Director position by providing a written Notice of Resignation to the CRA pursuant to the requirements of Section 11 of this Agreement(herein after"Notice of Resignation"). 8.2. Notice of Resignation. The Notice of Resignation shall provide a resignation date no later than thirty (30) days following the date of the Notice of Resignation (hereinafter "Effective Date of Resignation"). 8.3. Final Compensation. Upon resignation, SHUTT shall be entitled to the following: 8.3.1. Base Salary through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SHUTT; 8.3.2. Earned and accrued sick and vacation leave through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SHUTT; 8.3.3. All earned and accrued retirement benefits in any retirement plan offered through the CRA(including any employer"matching" funds); and 8.3.4. Reimbursement for as-yet unreimbursed expenses through the Effective Date of Resignation or such other date as mutually agreed to between the CRA and SHUTT. 01531551-1 9.0. Termination Due to Death 9.1. Final Compensation. If this Agreement terminates due to SHUTT's death, SHUTT's estate shall be entitled to the following: 9.1.1. Base Salary as of SHUTT's last day serving as Executive Director. 9.1.2. All earned and accrued vacation leave through SHUTT's last day serving as Executive Director. 9.1.3. All earned and accrued sick leave through SHUTT's last day serving as Executive Director. 9.1.4. All earned and accrued retirement benefits in any retirement plan offered through the CRA(including any employer"matching" funds); and 9.1.5. Reimbursement for as-yet unreimbursed expenses through the SHUTT's last day serving as Executive Director. 9.2. Payment. In the event of any disagreement or dispute arising regarding to whom SHUTT's final compensation, as described above, should be paid,the CRA may rely on a court order on the matter, or in the absence of such an order, may interplead the payment of final compensation with a court of proper jurisdiction. 10.0. Indemnification. CRA shall defend, hold harmless from, and indemnify SHUTT against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance by SHUTT of the duties as Executive Director, except for any negligent, fraudulent, or criminal act or omission of SHUTT. CRA reserves the right to select, appoint, retain, and discharge legal counsel necessary to provide the foregoing defense. 11.0. Notices 11.1. All notices hereunder shall be in writing, and shall be delivered by certified mail, return 01531551-1 receipt requested, first-class postage prepaid, addressed to the parties at their following respective addresses, or at such other address as may be designated in writing by either parry to the other: CRA: Boynton Beach Community Redevelopment Agency c/o CRA Board Chairperson 100 E. Ocean Avenue Boynton Beach, Florida 33435 And CRA Attorney Lewis, Longman & Walker, P.A. 360 Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 Employee: Thuy Shutt 102 NE 121h Street Delray Beach, FL 33444 12.0. General Provisions 12.1. 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. 12.2. Severability. If any part of this Agreement shall be declared unlawful or invalid, the remainder of the Agreement will continue to be binding upon the parties so long as the rights and obligations of the Parties contained in this Agreement are not materially prejudiced and the intentions of the Parties can continue to be achieved. To that end, this Agreement is declared severable. 12.3. Counterparts and Transmission. To facilitate execution, this Agreement may be executed 01531551-1 in as many counterparts as may be convenient or required, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 12.4. Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one parry 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. 12.5. Governing Law,Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the Parties expressly agree and submit. 12.6. Independent Advice. The Parties declare that the terms of this Agreement have been read and are fully understood. The Parties understand that this is a binding legal document, and each Party is advised to seek independent legal advice in connection with the matters referenced herein. 12.7. Compliance with Laws. In her performance pursuant to this Agreement, SHUTT shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including any applicable ethics and procurement requirements. IN WITNESS WHEREOF, the Boynton Beach Community Redevelopment Agency, Boynton 01531551-1 Beach, Florida, has caused this Agreement to be signed and executed on its behalf by the CRA Chairman, and approved as to form by the Board Attorney, and Thuy Shutt, Employee, has signed and executed this Agreement, both in duplicate, on the day and year first above written. [SIGNATURES ON FOLLOWING PAGE] 01531551-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Date: Steven B. Grant, Chair CRA ATTORNEY Approved as to form and legal sufficiency Date: Lewis, Longman & Walker, P.A., THUYSHUTT Date: Thuy Shutt 01531551-1 EXHIBIT "A" BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY(CRA) Job Description Title: EXECUTIVE DIRECTOR Reports to: CRA BOARD OF DIRECTORS General Statement of Duties: An incumbent in this position performs highly responsible administrative and professional work directing and leading the activities of the CRA of Boynton Beach, its assigned staff, programs, and activities and other programs and initiatives designed to enhance business and economic development in the CRA area. Work includes preparation of work programs, budget and Capital Improvements Program, oversight of the sale of bond issues and project initiation, design, construction and monitoring. Under administrative direction, the incumbent may act as an advisor to the City's executive management team, and serves as a key staff member in the administration, development, and implementation of policies, systems, and procedures to facilitate implementation of the CRA's redevelopment plans and agreements. The incumbent manages a considerable variety and volume of work concerned with formulating and implementing projects,initiatives and work plans focused on community redevelopment. The incumbent's work is reviewed through meetings, reports, observation, and task/report/project completion. The incumbent reports to the Board of Directors of the CRA and is reviewed through conferences,reports, and discussions while projects are in progress and upon completion. The incumbent is responsible for the supervision of up to eight (8) direct reports (i.e., Admistrative Assistant, Assistant Director, Finance Director, Finance & Accounting Manager, Development Services Manager, Grants & Project Manager, Business Promotions & Events Manager, Social Media& Communications Specialist). Updated: 09/2/2021 ESSENTIAL DUTIES AND RESPONSIBILITIES: • Initiates, plans and directs the implementation of the adopted redevelopment plans (i.e., 20-30 plan, BB corridor plan, N. Federal Plan, Urban Design Guidelines) and answers general development questions as necessary. • Plans, organizes, assigns, directs and reviews the activities of professional, technical and clerical personnel engaged in the compilation,analysis and interpretation of data and preparation of reports and recommendations affecting community planning and redevelopment. • Oversees and is responsible for the final selection, training and evaluation process for all CRA staff. • Administers and provides oversight for all contracts and agreements for services by negotiating 01531551-1 contracts, creating the budgets for the contracts and by making sure they are in accordance with legal framework. • Serves as an in-house consultant and represents the CRA in dealing with and interfacing, communicating and resolving issues and problems with other agencies on a variety of related matters. • Negotiates the acquisition and disposition of real estate for the CRA and manages the real estate assets held. • Provides oversight, and input to staff on the CRA Strategic Plan, and for individual strategic plans by conducting weekly meetings with staff to share and update plans, and to ensure that everyone is communicating regularly and are aligned with the mission of the organization. • Conducts weekly staff meetings in order for staff to share information and keep abreast of overall CRA operations and other operations in the City and local community. • Negotiates the acquisition and disposition of real estate for the CRA and manages the real estate assets held. • Oversees preparation of the annual operating budget and capital plan by meeting with the Assistant Director and Finance Director in order to present to the CRA Board for approval, and approves and reviews budgetary and financial reports prepared by the Finance Director. • Represents the CRA at meetings (e.g., Chamber of Commerce, City Advisory Boards, City Commission, and other organizations) regarding CRA matters within the scope of the CRA activities. • Conducts, directs and oversees all Public Relations activities for the CRA. • Handles all Board matters, policy matters and other related issues in order to accomplish Board Directives. • Sets all Board monthly meeting agendas and has oversight for all Board packets and to ensure all correct material is in packets etc. • Meets and confers with Board Attorney in order to ensure that Board policies and directives are being implemented appropriately. • Serves as public interface with the development community by attending meetings, visiting sites, discussing issues for resolution, discussing architectural styles, negotiating, and providing guidance etc. • Directs and implements projects in the phase of completion and evaluation in order to bring back 01531551-1 the information to the Board for their review and decision making on policies. • Provides oversight and assistance with all administrative and operational duties and issues for the CRA. • Prepares written evaluations on that the status of a program or project for the Board of Directors. • Prepares and responds to email messages from the Board, staff,developers, City officials and other personnel. • Attends monthly Board meeting, attends City commission meetings and two night meetings a month in order to keep abreast of activities and programs, and to provide information and/or answer questions as necessary. PERFORMANCE EVALUATION DUTIES AND RESPONSIBILITIES: • Observes subordinates'job performance to ensure subordinate accomplishes goals and objectives. • Meets with subordinate(s) to discuss and review job performance necessary. • Analyzes and evaluates working conditions for improved employee output and requests and evaluates both written and oral input from employees to improve departmental services. • Conducts supervisory conferences or discussions with subordinates in reference to their performance. • Visits subordinates on-site to ensure observe their work and to provide assistance and input as necessary. • Informs subordinates of how their efforts, in any given project, affected the outcome of the total proj ect. • Writes performance appraisal reports. • Verbally praises subordinates. • Verbally reprimands subordinates. KNOWLEDGE, SKILLS AND ABILITIES LIST: KNOWLEDGE • Knowledge of economic development issues, public relations and issues affecting urban revitalization. • Knowledge of financial packaging for development projects. 01531551-1 • Knowledge of principles and practices of City Planning,Zoning,historic preservation and housing. • Knowledge of the financial and legal aspects relating to bond issue and sales and land acquisition. • Knowledge of marketing techniques relating to promoting programs. • Knowledge of principles and practices of administration and organizational theory. • Knowledge of research techniques, methods, and procedures. • Thorough knowledge of the principles,practices and laws surrounding redevelopment in the City of Boynton Beach and knowledge of the same in the State of Florida. • Knowledge of economic development trends and techniques and the functions, operations and relationships among local, state, and federal agencies related to redevelopment and housing policies. • Knowledge of negotiation tools and techniques and team building practices. • Considerable knowledge of problem solving and conflict resolution practices and techniques. • Considerable knowledge of project and workload planning and organizational and management practices as applied to the analysis and evaluation of programs,policies, and operational needs and change management. • Basic knowledge of principles and practices of budget preparation in the public sector. • Basic knowledge of the practices and methodologies of contract administration and the development and implementation of procedures. SKILLS • Skill in comprehending information and ideas clearly. • Skill and ability to make arithmetic computations with speed and accuracy. • Skill at operating a personal computer and related software including but not limited to word processing, spreadsheets and electronic mail. ABILITIES • Ability to lead a team of paraprofessional and professional staff. • Ability to identify and respond to community,Redevelopment Agency Board,and City Commissin issues, concerns, and needs. • Ability to make presentations to the CRA Board on a regular basis. • Ability to facilitate public meetings, workshops, and negotiations. • Ability to engage in on-going process improvement review and implementation,both individually and as a team member and leader. • Ability to seek out opportunities for redevelopment and negotiate effective and constructive deals on behalf of the CRA. • Ability to provide vision and set operational goals to achieve the CRA vision, and identify and analyze administrative problems, and implement operational changes. • Ability to understand and contribute to the work of the CRA by ensuring effective service delivery. • Ability to deal constructively with conflict and develop effective resolutions. • Ability to exercises analytical judgment in areas of responsibility by identifying issues or situations as they occur and specifying decision objectives, assists in identifying alternative solutions to 01531551-1 issues or situations, and implements decisions in accordance with prescribed and effective policies and procedures and with a minimum of errors. • Ability to exercise discretion and judgment in developing and implementing courses of action in carrying out responsibilities.Maintains firmness, objectivity, and fairness in implementing courses of action. • Ability to identify, assimilate and comprehend the critical elements of a situation; interpret the implications of alternative courses of action and evaluate factors essential to a problem solution; to separate relevant from irrelevant information. • Ability to develop and maintain excellent rapport, and cooperative and courteous relationships with boss, co-workers, officials, developers, city employees and the general public. Listens to and considers their suggestions and complaints and responds appropriately. • Ability to be adaptable to performing under stress when confronted with critical and/or high priority activities,events or unusual situations in which working with speed and sustained attention are make or break aspects of the job. • Ability to plan and organize constantly changing daily work flow by establishing priorities for the completion of work in accordance with sound time-management methodology; effectively and efficiently utilizes resources to achieve such goals and objectives. • Ability to speak to people to convey or exchange information; receive or provide assignments or directions; speak with others with poise, voice control and confidence; record and deliver and communicate effectively and efficiently with persons of varying educational and cultural backgrounds. • Ability to communicate orally in the English language with customers, clients, and the public in a one-to-one or group setting. • Ability to produce written documents in the English language with clearly-organized thoughts with proper sentence construction,punctuation, and grammar. • Ability to explain things clearly. • Ability to remain fair and objective. • Ability to remain calm in stressful situations. • Ability to think under pressure. • Ability to apply supervisory, management and leadership principles, practices concepts and techniques. • Ability to apply principles of time management. • Ability to favorably influence the activities of others (e.g., outside vendors). • Ability to identify and correct personal deficiencies. • Ability to display sensitivity to the feelings of others. • Ability to use diplomacy and tactfulness. • Ability to negotiate. • Ability to persuade others. • Ability to display patience. • Ability to demonstrate initiative. • Ability to withstand criticism. • Ability to follow directions. • Ability to obtain needed resources, as appropriate. 01531551-1 • Ability to work independently. MINIMUM ENTRANCE QUALIFICATIONS: Graduate from an accredited college or university with a Bachelor's Degree in public or business administration,urban and regional planning, or related field. Eight(8) years of progressively responsible work experience in community redevelopment, urban renewal, real estate, finance and public relations, the majority of which shall have been in a responsible managerial capacity with budgetary development and responsibility. A Master's degree is preferred and may substitute for a portion of the required work experience; or an equivalent of training and experience. Special Job Requirements and typical working conditions: This position requires the incumbent to work a standard 40 hour week which requires some flexibility. Working under pressure is unavoidable when schedules change and problems arise, but deadlines and goals must still be met. Incumbent performs majority of the work typically indoors. Work is usually performed sitting, standing, and walking. ESSENTIAL PHYSICAL REQUIREMENTS AND ENVIRONMENTAL CONDITIONS: • Sitting for long periods of time, standing, and walking. • Lifting and bending. • Use of telephone and the computer on a regular and continual basis. • Acceptable eyesight(with or without correction). • Acceptable hearing (with or without hearing aid). • Works inside with noise and heat. Reasonable accommodation will be made for otherwise qualified individuals with a disability. 01531551-1 ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.D. SUBJECT: 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 SUMMARY: At the regular meeting of the CRA Board held on April 13, 2021, the Board reviewed five Letters of Intent (LOI) to lease the property located at 401-407 E. Boynton Beach Boulevard and selected the proposal from Mr. Tim Collins, C Life C Food, Inc. CRA staff was directed to begin discussion Mr. Collins on the terms and conditions to be included in a Commercial Lease Agreement for the property (see Attachment I & 11). After the April 13, 2021 Board meeting, Mr. Collins met with City Staff on April 20, 2021 regarding his proposed conceptual site plan (see Attachment 111). CRA staff and legal counsel prepared a draft Commercial Lease Agreement incorporating the terms proposed by Mr. Collins with consideration given to certain conditions provided to the CRA as the landlord. CRA staff and legal counsel provided their responses to Mr. Collins where possible and within the limits of their authority and the remainder of the items and terms expressed by Mr. Collins were negotiated between the CRA Board and Mr. Collins at their May 11, 2021 meeting (see Attachment IV). Based on those negotiations, CRA staff and legal counsel made the necessary revisions to the draft Commercial Lease Agreement and returned the document to Mr. Collins for his review and comment (see Attachment V). The CRA Board also directed Mr. Collins to provide a detailed scope of work to convert the building to his desired use meeting all of the requirements under applicable the City building codes and regulations. Mr. Collins provided some of this requested information via email on June 4, 2021 (see Attachment VI) for the June 8, 2021 Board meeting. Staff met with Mr. Collins again on July 2, 2021 to see if any progress has been made with respect to obtaining the overall cost to reactivate the property for the proposed use and to inform Mr. Collins of the submission deadline of July 30, 2021, to allow adequate time for staff and legal counsel to review and for incorporation into the CRA August 10, 2021 Board meeting packet. Mr. Collins has indicated that he is still working on the requested information. Courtesy reminders have been sent to Mr. Tim Collins for the August and September CRA Board meetings (see Attachment VII). As of September 3, 2021, CRA staff has not received the required information for review and therefore would not recommend that the Board enter into the lease agreement of this nature without a clearly defined scope of work, timeline, and cost breakdown, detailed City permit requirements and plan pre- approvals. CRA staff has been contacted by several interested parties regarding the project should the property become available again. The parties include Boynton Ice and the City of Boynton Beach (see Attachment VI 11). Background: The CRA went under contract to purchase the 401-411 E. Boynton Beach Boulevard property in July 2020 for the price of$917,000 with a closing date of February 26, 2021. At their March 9, 2021 meeting, the CRA Board reviewed the LOI submitted by Mr. Collins and voted to issue a thirty (30) day Public Notice of Disposal for Lease. During the Public Notice of Disposal for Lease period and prior to the closing of the CRA Board's April 13, 2021 meeting agenda, the CRA received four (4) additional LOls from various interested parties. CRA staff has provided the Board with a breakdown of the LOls received as of April 9, 2021, the publication of the agenda item (see Attachment I X). FISCAL IMPACT: To be determined by the CRA Board and the terms of the final lease agreement. CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: 1. Approval of the revised draft Commercial Lease Agreement as presented between C Life C Food, I nc. for the CRA owned property located at 401-407 E. Boynton Beach Boulevard. 2. Further amend and approve the revised draft Commercial Lease Agreement as amended between C Life C Food, Inc. for the CRA owned property located at 401-407 E. Boynton Beach Boulevard. 3. Do not approve the draft Commercial Lease Agreement as presented and direct staff to terminate negotiations with C Life C Food, I nc. for the C RA owned property located at 401- 407 E. Boynton Beach Boulevard. ATTACHMENTS: Description D Attachment I - Property Location Map D Attachment II - Letter of Intent submitted by Tim Collins D Attachment III - Preliminary Conceptual Site Plan D Attachment IV - Board Meeting Minutes, May 11, 2021 D Attachment V - Revised Draft Commercial Lease Agreement D Attachment VI -June 4, 2021 Tim Collins Email D Attachment VII -Courtesy Reminders D Attachment VIII - Inquiry from Benny Townend (Boynton Ice) D Attachment IX -Summary of Letters of Intent Submitted + , n d J /,CSS C/1 v� / 1r IIIIII�� / r< I FISKDEPOTEATS.C10M March 5th, 2021 Mr. Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4th Floor Boynton Beach, FL 33435 Amended Letter of Intent:To Lease the Property located at 402 E Boynton Beach Blvd, Boynton Beach, Florida33435 Dear Mr. Simon, The Fish Depot Seafood Market, previously located at 1022 N. Federal Highway wishes to amend this Letter of Intent to enter into Lease Negotiations with the CRA and/or City of Boynton Beach for the Property located at 401 East Boynton Beach Blvd. in Boynton Beach, FL 33435 that was submitted on March 2nd, 2021. We propose to open a new Fish Market as soon as possible in this location as we have moved out of the old location.The intention is to create a new look concept from what we were previously offering in the old building. That building has serious issues that prevented us from fully realizing the potential of the business. We will have more offerings and bring a vibrant new business to This location from what it has been for many years. We are offering$2500 per month in rent set up in an Annual Month to Month Lease structure. We are requesting 10 renewal options if the property is not being Developed as so many of these "Future Projects" have sat vacant in Boynton Beach for years and decades even.The renewal options will be worded in both parties best interests in that we can stay as long as we want if the property is not being developed and the City is not hindered by a burdensome long term lease situation that would interfere with the future development. The Terms we are requesting will include a 120 day notice to vacate in the event a developer receives approval to break ground on a new development. We in no way want to stand in the way of Boynton Beaches expansion. We do request a relocation stipend if the vacate option is exercised in the first 4 years. We can negotiate this when finalizing the terms of the Lease Agreement. nmm FISKDEPOTEATS.C10M We will also want to be eligible and approved for all applicable grants in opening this new location. Additionally,we request a 120-day rent abatement in order to get the business open and in full operation. This includes, but not limited to all required licensing and approvals. We will submit a deposit upon approval of these terms and the balance of the First& Last month's rent upon execution. In the event we cannot meet the City's approval requirements, we request a full reimbursement of the funds paid in executing the lease within 10 days. There is a Time is of the Essence here and we intend to move quickly to be open as soon as possible. We have a great following and do no wish to lose our client base to competitors by being closed too long. I would like this LOI to be entered in the Agenda for the March 91h Meeting in the event that the 30-day period for disposal of city owned property begins now or at that meeting. I have included all of the CRA board members in this email so that everyone is notified of our intentions to lease that property in the interim period until a developer secures approval and work commencement orders to develop the property. If you have any questions, please feel free to reach out to me directly. Sincerely, Tim Collins The Fish Depot (954)415-4825 Oe�^- TO l March 2nd, 2021 Mr. Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4" Floor Boynton Beach, FL 33435 Letter of Intent:To Lease the Property located at 402 E Boynton Beach Blvd, Boynton Beach, Florida33435 Dear Mr. Simon, The Fish Depot Seafood Market, previously located at 1022 N. Federal Highway wishes to enter into Lease Negotiations with the CRA and/or City of Boynton Beach for the Property located at 401 East Boynton Beach Blvd. in Boynton Beach, FL 33435. In previous CRA Board meetings it was clear that the CRA/City was waiting for "hold over tenants' to vacate certain properties included in the City's purchase agreement. I have witnessed the tenants clearing out the adjoining commercial spaces which was stated as the hold up in the CRA/City in being able to close on the purchase of the property. I would like this LOI to be entered in the Agenda for the March 91h Meeting in the event that the 30-day period for disposal of city owned property begins now or at that meeting. I have included all of the CRA board members in this email so that everyone is notified of our intentions to lease that property in the interim period until a developer secures approval and work commencement orders to develop the property. If you have any questions please feel free to reach out to me directly. Sincerely, Tim Collins The Fish Depot (954)415-4825 Diral't II PirdIIIihnnlliiunairy&iIte IPlllain as IIPnre'sen tod to GiIty staff oin ApihflI 20,2021 EXISTING N 10'ALLE7' V iN PLANTER I O 4 m PLANTER N EXISTING O� COVEREDAREA 107 N 23'.'X 1Ed0" O EXISTING EXISTING O STORAGE#3 RECIEVE AREA �f N106 104 2MAg-T' 12'-/,24 N I EXISTING 7O W STORAGE#2 Z O� 105 20'.•X9'.• Na 40S 4 411 E.BOYNTON Es'DR'ooM R CD3 O m BEACH BLVD, p- ONE STORY EXISTING CS.S-BIIILDINCA 1401 401 E-BOYNTONSTORAGE #1 -0 18'-6" 26'-51/2" FFE=1294' O BEACH BLVD., 1oz AREA=3,68180.1`7. � s e ONE STORY °" GBS.BUILDING 1401 FFE;129' AREA 2,018 6RO55 5F. EXISTING SERV COUNEXISTING . 10 O� SALESAREA 10'60134" � N 100 M l 2J'-r'X97-7" 11 mi o PLANTER U �d 0 EDf PLANTER 3 ED EXI5TING SIDEWALK 'm mi BOYNTON BEACH BLVD. OU NORTH oaKTFo OwT�E FISH DEPOT PRELJMINARY -NEW LOCATION-BUILDING RENOVATION- �2i me SITE PLAN LM/MF M a STEVEN E.MYOTTCHECKED A h f'. I-I 1 I' I r 'I' p /,ii../ i�/ 'l"; nTE� ISSUED FOR 1r ",na 1 fl"141 i a.zi2oz/ aReuMimARV REwE 401 E.BOYNTON BEACH BLVD., t<1 _� N u BOYNTON BEACH,FLORIDA 33435 SCALE.1116"=T-0" Meeting Minutes Community Redevelopment Advisory Board Boynton Beach, Florida May 11, 2021 Mr. Simon advised they had two successful meetings with Franck Gotsman of Azure and the team on April 22nd. They met with the City's Planning and Development Staff on April 29 and Azure made some adjustments staff wanted them to explore. Azure is excited to get started. The property will be re-platted into future lots and the project, instead of being an infill housing project, will use a simple streamlined process. The replat, subdividing and roadways are the first step, which will add another two or three months to the regular site plan process, but it is necessary. They will have revisions and a partner willing to work with the CRA. Staff will have the Purchase and Development Agreement ready for the June meeting with key terms, and they will have revisions be presented and become part of that Development Agreement. Chair Grant wants to explore changes to the Comprehensive Plan that need to be made so the project is the best it can be. He noted the townhome vehicles cannot back out of the garage onto the road, and if the CRA can say they think the City should make certain changes to the LDR's to get the best project for infill single-family homes, they could. It was noted the Palm Beach County Housing Authority is auctioning its properties. Board Member Katz had no objection inquiring with the City, it is something he thought could be worked on. Vice Chair Penserga asked if the concern was the process would be so cumbersome the project would become financially unfeasible. Chair Grant commented it was a concern, as the CRA would have to spend funds for the developer to make it financially feasible. Vice Chair Penserga asked what the plan to finance the project was, about the contingency for financing so the project can be completed and what the process is in verifying the items. He noted the bank was a foreign bank. Chair Grant thought they should move forward with the design first, then the financing. They can set dates regarding the financing and the CRA's recourse. B. 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 REVISED Mr. Simon brought this item back to the Board and reviewed Mr. Collins' Letter of Intent was selected and they discussed the proposal. Attachment two contained the requirements and staff developed a draft lease agreement, which was presented to Mr. Collins in attachment three. Attachment four had questions and concerns. Mr. Collins had met with the City and his architect. Staff was not present, but there were some items Mr. Collins and his architect will have to address. Mr. Collins noted item 2B regarding the 5% annual increase. The original intention was to be as temporary as possible for the City and to work together so when a bigger opportunity comes along, Mr. Collins could vacate the premises quickly. After brief discussion, it was decided a 2% annual increase was appropriate Mr. Collins explained the rent was a total rent plus sales taxes. The lease would be a triple month lease which means he is responsible for the property taxes and insurance on the building, which could be $2K a month. He was unsure the CRA pays taxes on 7 Meeting Minutes Community Redevelopment Advisory Board Boynton Beach, Florida May 11, 2021 the property. Mr. Simon explained with a commercial lease, the CRA is no longer protected by the designation and the property is looked at as a commercial property and the Property Appraiser assesses it accordingly. Discussion followed that Mr. Collins was not renting all four properties. The taxes on the 401 property was $4,800 a year and $2,784 for the lot between the buildings, which was about $632 a month in taxes. He did not anticipate the terms of the lease would be so expensive they would increase the value for the lease. Chair Grant recommended setting the amount at $500 a month. Mr. Collins favored a flat rate amount. Chair Grant did not think the CRA would lose money by renting the property. The point is to set the lease for at least the first year for a fixed cost not variable. Mr. Simon explained now that they know the lease is not a triple-net lease, the $500 is $132 short of the existing taxes. It was explained the difference would come from the rent and the CRA would not profit $2,500 a month. Board Member Katz had no problem with setting a fixed amount for one year, and a percentage rate the following years. They do not know the property taxes for 2021. It was noted the Property Appraiser is limited to increasing the assessed rate each year to 10% each year. Attorney Rossmell repeated for the first year, the lease would not be a triple net lease, just a capped rate normal lease, but beginning the second year, the lease would convert to an ordinary triple net lease. That number would be added on top of the rent. Mr. Collins asked if then moving forward, that number would be added on top of the rent and learned it would. Mr. Collins advised he could work with that. Chair Grant commented the amount will be spelled out what the monthly rent would be and be all inclusive. Mr. Simon indicated Mr. Collins was interested in discussing the grants available to eligible commercial businesses, which includes half of the rent for the first 18 months of a multi-year lease. It was not agreed to, not proposed, and Mr. Simon asked if they will reduce the first years rent by half. Mr. Collins was ok waiving that for the first year. The new offer did not include commercial grant rent reimbursement. Chair Grant asked if they want to allow up to $50K of commercial grants to the building. Vice Chair Penserga thought the purpose of the building was only to be a temporary home. He did not think it was in the best interest of the CRA. Mr. Collins thought they may not need the interior renovation grant because the building is solid cement. The only question is the front glass. He was fine with that, but he liked the exterior paint and sign assistance. Chair Grant explained they combined the exterior and interior grants. Mr. Collins noted they will have to address the parking lot, which was about $150K Ms. Shutt mentioned the parking lot is about $100K for just the paving and dealing with existing conditions. Because of Mr. Collins' change in use, it resulted in everything being reviewed differently and for safer ingress/egress out of a major arterial road. If the property, except for the 401 property, was demolished, staff would explore a pop-up business in the area and the property could be sodded, accommodate a food truck, or 8 Meeting Minutes Community Redevelopment Advisory Board Boynton Beach, Florida May 11, 2021 have an art show. Staff has not had the opportunity to discuss those uses with the City, but the intent is to re-sod the property. Mr. Collins explained the building is 2,062, square feet and by Code 11 parking spaces are required. If the CRA wants to use that building in the future, they have to decide how much they want to spend. The laundromat has a long-term lease for seven years. The CRA, as a landlord, has to determine how to rent out the space with the parking associated with it and determine the costs. They may have to wait for next year's financing. Mr. Collins pointed out that as a temporary tenant, there is very little chance he will recoup the money they will have to invest in a parking lot in years one, two or three and still be in the black. Mr. Simon explained the CRA Board did not issue an RFP or put up a sign to rent the building. They received unsolicited interest for various potential uses, some of what are the existing use which would not require some of the things that a change of use, which is being proposed, requires. There are other factors in play. Someone will have to build a parking lot and make many upgrades, but it was not what the CRA proposed. Someone was interested in the building that turned into five people wanting the property. The Board is not in a position to solicit someone and would provide amenities. There were no presupposed circumstances or financial assistance that he offered the public to take advantage of and he made no stipulation to anyone that said the CRA would provide items. Board Member Katz thought it raised concerns about changing the use. He agreed it should not be the tenant's responsibility to bring the building up to Code and build a parking lot. If the CRA plans to tear down the building in a year or two, he asked if it was worth spending the money. Board Member Hay asked about the parking and the cost for parking for the entire complex. Chair Grant noted one use was for equipment rental which would not require a change of use. Mr. Collins heard at the planning meeting that when a business moves out and no longer exists, the new codes are in place. Chair Grant commented the CRA after spending $900K to purchase the property has to decide what the best use for the CRA District is. They have to decide if they should sod it and land bank the property or decide if it will be five years before a developer comes in to develop the entire block. He thought it would be at least five years before property owners would decide to sell and the CRA needs to decide this issue. Mr. Collins explained the exterior does not need help, but the parking lot does. Landscaping requirements are also considered exterior improvements. Someone should provide that information before the CRA decides what to do. Vice Chair Penserga thought the sticking point is the parking lot. Mr. Collins noted the lot could have a food truck or other pop up events, but even if he used all the parking 9 Meeting Minutes Community Redevelopment Advisory Board Boynton Beach, Florida May 11, 2021 spaces on the three lots, parking would still not meet Code. By the time he puts equipment in, taxes and insurance, and if they use the existing parking by the building that will be torn down, the spaces are close, but it does not meet the Code. There are about 11 spaces across the front of the property. Mr. Simon explained the decisions for the Board are if the Board wants to turn it into a rental, what is involved and if so, who is responsible for the improvements. Chair Grant asked what the Board was willing to spend to move the project forward. He suggested because the Board selected an applicant, that the Board request the applicant supply the cost to the CRA, including ADA requirements, less his equipment costs, and then the Board decide. Mr. Simon would not recommend entering into the lease agreement without this information. The City will also need to approve it. Mr. Collins explained the last item was to have the right of first refusal. If someone made an offer to buy the three lots, he wanted the opportunity to match the offer. Chair Grant had no problem with that if he is still a tenant. Chair Grant commented instead of first refusal, the purchase price would be nothing less than the CRA's cost. Board Member Katz thought the purpose of the property was to ensure assemblage. He would not be in favor of any sort of lease or sale of the property because then the Board would not have any ability to make sure it is part of an assemblage. Chair Grant thought the tenant should have the ability to match someone else's offer to purchase the three properties did not make sense because if the CRA offers the land as part of a bigger development the Board did not want to give Mr. Collins the right of refusal of nothing. Mr. Simon explained the issue would be publicly noticed and anyone can make an offer. Chair Grant commented as a public entity, the Board cannot sell it without giving Mr. Collins the option to buy it. The CRA would have to go through another 30-day RFP/RFQ. Attorney Rossmell summarized the discussion as follows: The lease terms were on hold until the applicant provides an estimate of the cost to bring the property up to Code. The CRA will analyze it and decide if it wants to move forward with a lease discussion at a future meeting. The Board also discussed other terms which were a 2% increase in rent, a flat fee of $500 for the 2021 year's rent and in 2022, the lease would be a triple net lease. Attorney Rossmell understood when the applicant comes back with costs, CRA staff and Legal would present a lease tentatively revised based on the Board's consideration. Mr. Collins requested the CRA provide an estimate of the insurance. C. Discussion and Consideration of Terms for an RFP/RFQ for the CRA Project Located at 115 N. Federal Highway 10 COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement (the "Lease") is made on this day of 2021, by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, whose address is 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435, ("Landlord") and C LIFE C FOOD, INC, whose address is 1580 NW 2nd Avenue, #10, Boca Raton, FL 33432 ("Tenant"). Landlord is the owner of land and improvements having an address of 401 and 407 East Boynton Beach Boulevard, Boynton Beach, FL 33435 and as described in Exhibit "A," (the "Demised Premises"). Landlord desires to Lease the Demised Premises to Tenant, and Tenant desires to Lease the Demised Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth. THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, it is agreed: 1. Term. Landlord hereby leases the Demised Premises to Tenant, and Tenant hereby Leases the same from Landlord, for an "Initial Term" of one (1) year, beginning , 2021, and ending , 2022. If Landlord is unable to timely provide the Demised Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. Further, pursuant to the terms and conditions contained herein, Tenant shall have the right to exercise an additional nine (9) twelve (12) month options, providing Landlord receives written notice of said election at least sixty (60) days before the expiration of the current term. 2. Rental. Tenant shall pay to Landlord during the Initial Term the following: A. Year 1: _Beginning the fourth month of the Year 1 term, them onthly rental amount of $2,500.00, will be paid in eight (1 44) monthly payments, beginning on , 2021, and continuing through , 20 , The parties agree, however, that no payments are due for the®first three months of the of the Year 1 term months of , 2021, through 12022. B. Option Year 2-10: Annual rent shall increase by two ° percent (2 %) for each year an option is exercised, paid in twelve (12) equal monthly installments. beginning the fourth month of the Year 1 term, each installment payment shall have the current sales tax amount added to the monthly payment set forth above, as well as 01486611-1 Landlord: Tenant: Commercial Lease Page 2 of 13 all prorated real and personal property taxes due hereunder, not to exceed five hundred ($500.00) dollars during the Year 1 term, ®and shall be due in advance on the first (1st) day of each calendar month during the Lease term. Option Year 2-10, each installment payment shall have the current sales tax amount added to the monthly payment set forth above, as well as all prorated real and personal property taxes due hereunder and shall be due in advance on the first (1st) day of each calendar month during the Lease term. Payments shall be delivered to Landlord at 100 East Ocean Avenue, 4th Floor, Boynton Beach, FL 33435, or at such other place designated by written notice from Landlord. Lease payments received after the 5th day of the month shall be considered late and shall bear a $125.00 late payment charge, which must be paid without demand prior to the next month's payment. C. Notwithstanding anything contained in this Paragraph 2, both Landlord and Tenant shall have the right to terminate this Lease by providing 120 days written notice to the other party. 3. Use. The Demised Premises shall be used for a retail fish market with associated parking and site improvements as shown in Exhibit "B, Conceptual Site Plan". Tenant will adhere to all fire and other regulatory requirements of Boynton Beach, Florida. 4. Assignment. Tenant shall not have the right, without Landlord's consent, to assign this Lease. 5. Subleasing. Tenant shall not have the right to sublet the Demised Premises. 6. Improvements. All improvements to be made by Tenant shall be at Tenant's sole cost and expense and subject to the terms of Paragraph 7 below and consistent with Exhibit "B," Conceptual Site Plan. 7. Repairs. During the Lease term, Tenant shall be responsible for, at Tenant's expense, all maintenance and repairs, which shall include such items as repairs of floors, walls, doors, windows, ceilings, HVAC system, electrical and plumbing, parking lot, landscaping, and exterior building walls, and site components, and other parts of the Demised Premises damaged or worn through their occupancy. Except as otherwise specified herein, Tenant agrees to accept the Demised Premises in "As Is" condition with no improvements required by Landlord. 01486611-1 Landlord: Tenant: Commercial Lease Page 3 of 13 8. Alterations and Improvements. Tenant shall not make any alterations, additions or improvements to the Demised Premises without the prior written consent of Landlord, except for the installation of unattached, movable trade fixtures that may be installed without drilling, cutting or otherwise defacing the Demised Premises. All alterations, additions, improvements and fixtures (other than Tenant's unattached readily movable furniture and office equipment) that may be made or installed by either party upon the Demised Premises, shall remain upon and be surrendered with the Demised Premises and become property of Landlord at the termination of this Lease. Notwithstanding the foregoing, if Landlord requests the removal of such alterations, additions or improvements, Tenant shall remove the same and restore the Demised Premises to their original condition at Tenant's expense. All construction work done by Tenant within the Demised Premises shall only be performed with Landlord's prior express written approval of the scope of work and the person(s) performing such work. Further, such work shall be performed in a good and workmanlike manner and in compliance with all governmental requirements. In the event Landlord does consent to any such additions, alterations or replacements, same will be made in accordance with the following: A. Any such alterations, repairs, replacements or additions will not lessen the value of the said building as it will be as of the Term Commencement Date; B. Tenant will perform such alterations, repairs, replacements or additions, in accordance with the statutes, ordinances, rules, regulations and orders of all public or quasi-public authorities having jurisdiction thereof; C. The Demised Premises will at all times be kept free and clear of all mechanic's, materialmen's, labor or other liens or claims of liens, and Tenant agrees to indemnify, save and hold harmless Landlord from all claims, demands and liability, including damage to person or property arising out of or in connection with any such work. For further security of Landlord, Tenant shall give actual notice in advance that no contractor, subcontractor, or anyone else that may furnish any material, service, or labor to the property at any time shall be or become entitled to any lien thereon whatsoever; D. At all reasonable times during the progress of such construction work, Landlord or persons authorized by Landlord, will have the right to go upon the Demised Premises for the purpose of inspecting the construction work then in progress; and 01486611-1 Landlord: Tenant: Commercial Lease Page 4 of 13 E. At the expiration of the term of the Lease, Tenant will, at its sole expense, remove any improvements constructed by Tenant upon request by Landlord. 9. Property Taxes. Tenant shall be responsible for paying all real and personal property taxes with respect to the Demised Premises. Any and all of said taxes to be prorated and paid by Tenant to Landlord on a monthly basis as provided for in Paragraph 2 above. 10. Insurance. A. If the Demised Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. B. Insurance. At all times subsequent to the commencement date of the term of this Lease and during the full term, Tenant will keep the Demised Premises covered, at Tenant's sole cost and expense by the following types of insurance: 1) Fire and extended coverage multi-peril insurance in an amount equal to 100% of the full replacement cost of Tenant's furniture, fixtures, inventory and equipment located on the Demised Premises; 2) Claims for personal injury or property damage under a policy of general public liability insurance with limits of $1,000,000.00 per incident, $2,000,000.00 aggregate; and C. All insurance required to be maintained by Tenant will be affected by valid and enforceable policies issued by insurers licensed to do business in the State of Florida, countersigned by an agent licensed to do business in Florida and of recognized responsibility satisfactory to Landlord. Within fifteen (15) days after the commencement of the term of this Lease, Tenant will promptly deliver to Landlord the original policies as specified above and within fifteen (15) days after the premium of each such policy will become due and payable, such premium will be paid by Tenant and Landlord will be furnished with satisfactory evidence of such payment. D. All policies of insurance required to be maintained by Tenant will name Tenant and Landlord as the insureds as their respective interests may appear. If Landlord so requires, the policies of insurance provided for above will be payable to the holder of any mortgage, as the interest of such holder may appear, 01486611-1 Landlord: Tenant: Commercial Lease Page 5 of 13 pursuant to a standard mortgagee clause with the exception of any proceeds payable with respect to any insurance policy covering Tenant's personal property. All such policies will, to the extent obtainable, provide that any loss will be payable to Landlord or to the holder of any mortgage notwithstanding any act or omission of Tenant (other than non-payment of premiums) which might otherwise result in forfeiture of such insurance. All such policies will, to the extent obtainable, contain an agreement by the insurers that such policies will not be canceled without at least ten (10) days prior written notice to Landlord and to the holder of any mortgage to whom loss hereunder may be payable. E. Landlord will keep the building in which the Demised Premises are located insured against loss or damage by fire or other casualty in an amount determined to be reasonable by Landlord. 11. Utilities. Tenant shall pay all charges for electricity, telephone, water and sewer, pest control, typical building and lawn maintenance, alarm/security monitoring, cleaning and housekeeping fees and such other services and utilities used by Tenant on the Demised Premises during the term of this Lease (it being the intention of the Parties to enter into a "triple net" lease). 12. 51gns. With Landlord's prior written consent, Tenant shall have the right to place on the Demised Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, unattractive or otherwise inconsistent with or inappropriate to the Demised Premises. 13. Entry. Landlord shall have the right to enter upon the Demised Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Demised Premises. 14. Parkin. During the term of this Lease, and subject to reasonable regulations established by Landlord, Tenant shall have the non-exclusive use of the adjacent parking area. 15. Default. A. The occurrence of one or more of the following constitutes a default under the terms of this Lease: 1) Failure to pay rent when due if such failure continues for a period of ten (10) days from its due date; 01486611-1 Landlord: Tenant: Commercial Lease Page 6 of 13 2) Failure to make any payment other than rent when required under this Lease if the failure continues for a period of ten (10) days after the receipt of written notice of such sums being due from Landlord to Tenant; 3) Failure to comply with any provision of this Lease (except under subparagraphs (1) and (2) above) if the failure continues for thirty (30) days after notice from Landlord to Tenant. If the failure to comply is one that requires more than thirty (30) days to correct, Tenant will have a reasonable time to correct it if Tenant begins correction within ten days after the notice and diligently prosecutes correction to completion; 4) Making a general assignment or arrangement for the benefit of creditors, being adjudicated a bankrupt, receiving the benefit of any insolvency, readjustment of debts, reorganization or bankruptcy law, entering into an agreement of composition with creditors, having a receiver or trustee appointed to take possession of Tenant's assets on the property or Tenant's interest under this Lease or the seizing under legal process of Tenant's assets on the property or Tenant's interest in this Lease when the action under this subparagraph is not canceled, discontinued, dissolved or discharged within one hundred twenty (120) days; or 5) If Tenant is a corporation, partnership, or other artificial entity, and any part or all of its shares of stock, partnership interest, or other beneficial interest will be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present effective voting control of Tenant by the person owning a majority of the shares of stock, partnership or interest, or other beneficial interest on the date of this Lease. B. If a default by Tenant occurs, Landlord may, at Landlord's sole option and discretion: 1) Immediately re-enter and remove all persons and personal property from the Demised Premises, storing the removed property in a public warehouse or elsewhere at Tenant's expense without liability; 2) Landlord may retake possession of the Demised Premises for the account of Tenant and relet the Demised Premises, or any part thereof, for such term or terms and at such rental and upon such other terms and 01486611-1 Landlord: Tenant: Commercial Lease Page 7 of 13 conditions as Landlord may deem advisable, in which event the rents received by Landlord from reletting will be applied first to the payment of such expense as Landlord may be put to in reentering, and then to the payment of the rent due and to become due under this Lease, the balance, if any will be paid over to Tenant, who will remain liable for any deficiency; 3) Landlord may stand by and do nothing and will have the right to sue Tenant as each installment of rent matures, or accelerate the balance of installments due and sue for same; or 4) Terminate this Lease by notice to Tenant in which event Tenant will immediately surrender possession of the Demised Premises and to Landlord and all rent due and to become due under this Lease throughout the remainder of the Lease Term shall be accelerated and become due forthwith. 5) Take any other action provided for under Florida law. C. In addition to any other loss or damages that Landlord sustains because of Tenant's default, Tenant will pay all expenses of repairs to the Premises or the property on which the Demised Premises are located required as a result of its tenancy, transfer and storage charges for Tenant's personal property removed from the Demised Premises, costs, expenses and reasonable attorney's fees for enforcing or construing this Lease, whether for trial, appeal or otherwise. D. All remedies of Landlord are cumulative to each other and to any other remedies given by law. All rights of Landlord on Tenant's default apply to an extension of this Lease. By making a payment for Tenant or from any security deposit, Landlord does not waive Tenant's default or any right Landlord has because of the default except to the extent that any such default has been cured by the application of the Security Deposit and provided said Security Deposit has been replenished as provided for elsewhere herein. 16. Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Demised Premises during the term of this Lease. 17. Condemnation. If any legally constituted authority condemns the Building or such part thereof which shall make the Demised Premises unsuitable for leasing, this Lease shall 01486611-1 Landlord: Tenant: Commercial Lease Page 8 of 13 cease when the public authority takes possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority. 18. Security Deposit. Landlord acknowledges receipt of the sum of $5,000.00 representing the first and last month's rent and $2,500.00 which sum represents a security deposit hereunder ("Security Deposit"). In the event that Tenant fails to comply with the terms and provisions of this Lease, Landlord may use said Security Deposit to the extent necessary for the purpose of correcting any defaults of Tenant. In the event that all or any portion of the Security Deposit is so applied, Tenant will fully replenish the Security Deposit within five (5) days of demand. The Security Deposit need not be kept in a separate interest-bearing account and may be commingled with Landlord's general funds. 19. Notice. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if hand-delivered, sent by overnight carrier (with delivery confirmation) or sent by United States certified mail, return receipt requested, addressed as follows: A. If to Landlord to: Michael Simon, Executive Director Boynton Beach Community Redevelopment Agency 100 East Ocean Avenue, 4th Floor Boynton Beach, FL 33435 with copy to: Tara Duhy, Esquire Lewis, Longman & Walker, P.A. 1500 N. Flagler Drive, Suite 1500 West Palm Beach, FL 33401 B. If to Tenant, to: Lucinda McGraw, President C Life C Food, Inc. 1580 NW 2nd Avenue, #10 Boca Raton, FL 33432 with a copy mailed to the address of the Demised Premises. 01486611-1 Landlord: Tenant: Commercial Lease Page 9 of 13 Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party. 20. Brokers. Tenant represents that Tenant was not shown the Demised Premises by any real estate broker or agent and that Tenant has not otherwise engaged in any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge in connection with this Lease. Tenant indemnifies, saves and holds Landlord harmless for same. 21. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 22. Headings. The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease. 23. Successors. The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns. 24. Consent. Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease. 25. Compliance with Law. Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Demised Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Demised Premises. 26. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. 27. Governing Law. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Florida. 28. Guaranty. Guarantors hereby absolutely and unconditionally guarantee the full performance and observance of all of the covenants, duties and obligations (including, without limitation, the obligation to pay all rent and other sums) therein provided to be performed and observed by Tenant, pursuant to this Lease; and Guarantors hereby 01486611-1 Landlord: Tenant: Commercial Lease Page 10 of 13 make themselves fully liable for such performance. This Guaranty was reviewed by Guarantors and Guarantors acknowledge and agree that Guarantors fully understand all of the terms of this Guaranty and the consequences and implications of Guarantors execution of this Guaranty; and has been afforded an opportunity to have this Guaranty reviewed by and to discuss the terms, consequences and implications with an attorney or such other persons as Guarantors may have desired. 29. Public Records. Landlord is a public agency subject to Chapter 119, Florida Statutes. The Tenant is hereby notified that the Landlord is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Lease. To the extent that any litigation should be instituted by Tenant, either directly or as a third party, to prevent or prohibit Landlord from disclosing or providing information involving this Lease pursuant to a public records request submitted under Chapter 119, Tenant agrees that Landlord may either: 1) defend the claim up to and including final judgment, or 2) interplead the challenged information into the court. In either event, Tenant agrees to pay Landlord's reasonable attorneys' fees and costs, both trial and appellate. 30. Attorneys' Fees. In any legal proceeding, arbitration action, or enforcement action (whether or not a lawsuit is filed) arising under or in any way related to this Lease or related in any way to Tenant's occupancy or use of the Premises, the prevailing party shall recover from the non-prevailing party its attorneys' fees, costs, and expenses (including, without limitation, expert witness fees). [THIS PAGE IS LEFT BLANK INTENTIONALLY] 01486611-1 Landlord: Tenant: Commercial Lease Page 11 of 13 IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. LANDLORD: BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY By: Steven B. Grant, Chair TENANT: C LIFE C FOOD, INC By: Lucinda McGraw, President By: Lucinda McGraw, Individually By: Timothy Collins, Individually 01486611-1 Landlord: Tenant: Commercial Lease Page 12 of 13 EXHIBIT "A" LEGAL DESCRIPTION Lots 5 and 6, Arden Park, according to the map or plat thereof as recorded in Plat Book 2, Page 96; LESS and Except that portion conveyed to the State of Florida for road right or way in Official Record Book 1328, Page 369, Public Records of Palm Beach County, Florida. 01486611-1 Landlord: Tenant: Commercial Lease Page 13 of 13 EXHIBIT "B" CONCEPTUAL SITE PLAN 01486611-1 Landlord: Tenant: Simon, Michael From: Tim Collins <tcollins129@gmail.com> Sent: Friday, June 4, 2021 11:59 AM To: Simon, Michael; Shutt, Thuy; Nicklien, Bonnie; Utterback, Theresa Subject: Re: May 11, 2021, CRA Board mtg - Draft Commercial Lease Agreement - 401-407 E. BB Blvd My recollection of the meeting was that they were only requesting the cost of the parking lot construction. Not the cost of our interior build out. We are proposing a neat clean retail fish market with new equipment which is a major upgrade over what my business was previously. I'm working with Steven Myott, a Boynton Beach based Architect and Rossco Construction a Palm Beach County Based Contractor. We are going to bring a vibrant, exciting and attractive new business to a corner of Boynton Beach Blvd that has not looked very appealing for decades. The scope of our buildout will be minimal. We intend to utilize the building in a similar layout to its current configuration in as far as the front area utilized for Retail Market space and the rear area for Walk In Coolers, Office Space and Dry Storage. We will Be replacing the center wall with a Code Approved metal stud and drywall construction. We will be reconfiguring the access to the restroom for greater access to our customers. Our budget for the Completion of the interior buildout is $30,000. Our current rough estimate is $27,200. Our equipment budget is$70,000 and we have an existing Financing Relationship with Vend Lease that is waiting for our requisition order to issue a commitment. Our cost to complete that financing will be$5200 out of pocket. I have requested quotes from more than one Paving company to get an idea on the cost of construction. I will not have an estimate prior to 12:OOpm today. All expenditures on this project have been put on hold until we take a step forward. I am in regular communication with the Florida Department of Transportation.The Boynton Beach Code Department mentioned that the State DOT would not allow the current parking. We are working on an alternate plan that they would approve that would negate the need to build the parking lot.They are willing to work with us on this. I will begin to include you or forward you the email communications we are having. This is the best that I can do ahead of the noon Deadline today. Thank you, Tim Collins The Fish Depot (954)415-4825 Sent from my iPhone 1 On Jun 3, 2021, at 9:03 AM, Simon, Michael <SimonM@bbfl.us>wrote: Good morning Tim: As you know, the discussion with the Board regarding revisions to the lease agreement involved only a couple of items. The more important information involves the full scope of work required and the costs of the construction for your proposed renovation on CRA property. Even if you agree to the minor revisions in the lease agreement, I would not recommend that the CRA Board approve the lease until such time as they are provided the detailed and complete project scope and costs. 3r'iliu~hx6l &rnon, FRA...RA, 3t13t'u 3533 3xecuHve Director Boynton Beach Cornimunfty 3edeo6lollxrneu° t Agency 1.33 E. Ocean Ave. 0 Boynton Beach, Roi da 33333 561..600.9091 0 331 737 3258 &rnon3r'@( ,)llxfll.0 s 0 http://www.boyntonbeachcra.com America's Gateway to the Gulfstream 2 Nease be adV sed that LlloiJda has a biroad IIpu. ,flHc recoi ds IIaw and AI coin ess-)oiii eiiice to me Via ernaill un y[)e su [)l ect t awllisdosu i e.Undei. PoiJda ecoirds Ilaw, erna 11 addiresses ai e Ilpul[flHc recoir s. I Ihei efou e, youir e un lilt cornrnunlicadon and y uu.e urnaill adds ess may be su. [)�ect to Ipu. ,flHc cIlisdosu ire. From:Tim Collins<tcollins129@gmail.com> Sent: Wednesday,June 2, 20215:52 PM To: Simon, Michael <SimonM@bbfl.us> Cc: Shutt,Thuy<ShuttT@bbfl.us>; Utterback,Theresa <UtterbackT@bbfl.us>; Nicklien, Bonnie <NicklienB@bbfl.us> Subject: Re: May 11, 2021, CRA Board mtg- Draft Commercial Lease Agreement-401-407 E. BB Blvd Thank you Michael, With 44 hours until your noon Friday deadline, some of this is going to be difficult to accomplish by noon Friday. We are still waiting on a couple bids on the parking construction. I will get this to attorney immediately and request that he review it ASAP so we can let you know of any new concerns with the re-write. Tim Sent from my iPhone On Jun 2, 2021, at 4:31 PM, Simon, Michael <SimonM@bbfl.us>wrote: Good afternoon Mr. Collins: Attached for your review please find the revised draft Commercial Lease Agreement based on the CRA Board's direction for property located at 401 E. Boynton Beach Boulevard, Boynton Beach. We have provided the revised draft in Word format in order that you or your attorney may make any additional edits or comments to the document under the"track changes"option. Once we obtain a more accurate cost for the required CRA insurance, we will forward it to you. 3 As a reminder, the CRA Board requested a renovation/activation construction cost breakdown from you to be included with the revised lease agreement and presented to them at the June 8th meeting. We will need those costs no later than noon on Friday, June 4th in order for the information to be presented to the Board. If you aren't ready with the construction costs in time for the June 8th meeting,just let me know and we'll move the item to the Board's July 13th meeting. Thank you very much. 3r'lliu~hx6l Shrrion, FRA...RA, CF13P LRES 3xecu Hve D irectou. Boynton Beach Cornrnunu ty Redexellollxiriei° t Agency 1.33 E. Ocean Ave. 0 Boynton Beach, Poi da 33333 561 600 9091 0 331 733 3258 &rnonM@[)[)fl.us 0 http://www.boyntonbeachcra.com America's Gateway to the Gulfstream Neuse be adVsed that Poi ida Ih as x Vbi oad Ilxull,flHc i-ecoirds Ilaw and AI cou-i-exllxoiiideiice to me Va ernalill rna3[)e su [) c lixdosui eoUndeir 311eu-lda i-ecoirds Ilaw, ernaHIl addi esses xi e llxuVxlllc u-ecoirds. i Ilei efei e, youir e rnaill cornrnunlicaHion youir e rnaill xd diress i'nay be su [)V ect to llxu[xlllc cIlisdosui e. From:Tim Collins<tcollins129@gmail.com> Sent:Thursday, May 6, 20214:47 PM To: Simon, Michael <SimonM@bbfl.us> Subject: Re: Draft Commercial Lease Agreement-401-407 E. BB Blvd 4 From: Shutt,Zbuy To: Tim Collins Cc: bicklien,Bonnie Subject' RE: *uzs. Boynton Beach Blvd. Fish Depot Project Costs for August zo«hCRA Board Meeting Date: Monday,August z3'zuzz 1:55:00 PM Attachments: Re May 112021 CRA Board rntg-Draft Commercial Lease Agreement-401-407 E. BB Blvd.msg Please see attached and below for the latest correspondences and draft lease agreement. Thank you. Item I D=1 1222&MeetinZI D=372 From: Shutt, Thuy Sent: Monday, August 23, 2O211:46PK4 To: Tim Collins <tco||ins129@Qmai|.com> Cc: Utterback, Theresa <UtterbackT@bbf|.us>; Nick|ien, Bonnie <Nick|ienB@bbf|.us> Subject: RE: 401 E. Boynton Beach Blvd. Fish Depot Project Costs for August 1Oth CRA Board Meeting Good afternoon, Mr. Collins, Please be advised that all supportive documents previously mentioned in Mike's email/correspondences with you (see below), including the completed credit authorization form are due onThursday, September 2, 2O21, 12:OOp.m. for the September 14, 2O21CRA Agenda and Board meeting. Thank you. From: Shutt, Thuy Sent: Monday, August 2, 2O213:45PK4 To: Tim Collins < Cc: Simon, Michael Utterback, Theresa Nick|ien, Bonnie Subject: RE: 401 E. Boynton Beach Blvd. Fish Depot Project Costs for August 1Oth CRA Board Meeting Good afternoon, Mr. Collins, Thank you for your response. Based on your email below, it looks like you are still working on the required items that is needed for the project. Staff cannot complete our work for the August loth Agenda item without the required items which includes the supportive documents previously mentioned in Mike's email/correspondences with you bee attached), including the completed credit authorization form. th This item will be moved to the September 14CRAmeetinQ. The submission for that agenda is Thursday, September 2, 2021, 12:00 p.m. due to the observance of the Labor Day holiday on Monday, September 6, 2021. Sincerely, From: Tim Collins <tc:ollins129( gmail.com> Sent: Friday,July 30, 202112:43 PM To: Shutt, Thuy<ShuttT(@bbf1.us> Cc: Simon, Michael <SimonM @bbfl.us>; Utterback, Theresa < Jtterbacl<T(@bbfl.us>; Nicklien, Bonnie <Nicl<IienBPbbf1.us> Subject: Re: 401 E. Boynton Beach Blvd. - Fish Depot Project Costs for August 10th CRA Board Meeting Good afternoon Thuy, My apologies for not responding sooner to your email from Monday. I was hoping to have all the items for this review completed for the boards review by today. We are still waiting on multiple cost estimates and revised drawings. I will not be able to supply the CRA with these items today. I realize the impact of this on the City & My business. There is also an impact on our community being without a fish market while Capt Franks is Closed every August & September. I request that we continue this item to be discussed at the September Meeting durning the August 10th Board meeting. Thank you, Tim Collins The Fish Depot 954-415-4825 Sent from my iPhone On Jul 26, 2021, at 5:48 PM, Shutt, Thuy<ShuttT(@bbfl.us>wrote: Good evening, Mr. Collins, As a follow up to our July 2, 2021 meeting, this is a courtesy notice to advise you that all requested supportive documents, consisting of the renovation/activation construction cost breakdown and the revised lease agreement, for the project will need to be submitted no later than Friday,July 30, 2021, 12:00 p.m. to allow sufficient time for review and coordinate with legal counsel on the Lease Agreement. Thank you. Thuy ShuU, W, FRA RA AssiskkDirecLor BoynWnBeach [ommuni�yRedev6opmen�AQency 100 OceanAve.� Boyn= Beach, Horida 3343S America's Gateway tothe Gulfstream None beadvisedLhAHOW has abroadpubHicrecords �avvand AK"rrespondenceLo me via emaH may be subjecL LoMosureAnder Qrida records avv, em,4 addresses are pubHicrecordsTherefore, youre-maHcommunicaUionandyoure-maHaddressmay be subject W pubhic disc�osure nmime'attachment> From: Benny Townend To: Shutt,Thuy Subject: Property on Boynton Beach Blvd 401 Date: Tuesday,August 31,2021 12:20:43 PM I am interested in getting information on the property if c c foods doesn't follow thru we would be very interested. Could you send me some info on property anyway 0 0 O V E m E E E A Z w O E m O O V U u Q L G a O U U O CL O y v a p E a 4 a a N LL G G N Q 0 0 u Z Z s Q Q ° o o v Q u � u 0 o v - v E o a - L L L - I^ o v .E J o a 0 3 Y v 'o u u O o >Y Y j -o CL 0 4 Ev 0 3 u u a 0 0- O O _ E a °- L v v O O a °' m °'Y O O Eo z v m s � m o Q � � Y 4 v t a ; UJ L W u U G O t t t O G G 0G E U O O O °' O O L a UJ UJ N U G UJ O O to O O O E O ut O O O 3 a O u O 0-1 3 O O -N tFl tH tp Q v W O O oo m fl 0 0 0° CL4 n O - v� LO a a v a i y L rn > O a s v v v Q O m rrnr;CL o v V s Y� W d v v c u m K K w0 o1 � � OL O u A m O O] W L L V lC Y J L V' a o V ol .Y E rd w v — w V d Z v `° > 0 m d = _ UJ � N Z LL rt a O E VI � O t > VU L J v F V N F C d O U rt O a u u E m L 00 � � F > aV °a W 0-,,,. E O 0 10 J 4 F E rt > G O a Q v t LL ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.E. 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. • August 11-September 9, 2021: CMC met with CRA and City staff to review and revise various supportive documents presented at the August 10, 2021 CRA Board Meeting. At the August 10, 2021, CRA Board meeting, the CRA Board directed staff to work with the City and CMC to reduce the shortfall amount and agreed to fund some of the shortfall items through a TI RFA (see Attachments IV and V). On September 9, 2021, CMC submitted revised documents which shows a reduction of the previous $4,903,049.54 shortfall to $3,179,352.79 for the project (see Attachment VI). 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. The estimated cost is approximately $1,813,761 and approximately $2 Million will be allocated as part of FY 2021-2022 Budget. Attachment VI I contains the shortfall associated with off-site utilities improvements ($90,064.25) and the first mortgage reduction due to rent decrease back up as a result of the COVID-19 pandemic. CMC will be requesting a total of $1,116,064.25 from the City through a separate agreement. CRA staff will assist to facilitate a meeting with the City. CMC also indicated that the remaining $2,063,288.54 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 VIII-XI Project Rendering and the Building Permit Plans for the Project). As a result, CMC is requesting approval of the these additional costs through the TIRFA and will be at the September 14, 2021, CRA Board meeting to present this information, provide 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 2021-2022 Budget; Project Fund Line Item 02-58200-406 - Local Government Match Contribution $625,750 and Commercial/Retail Component $2,025,815; TIRFA $2,063,288.54 CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach CRA Community Redevelopment Plan CRA BOARD OPTIONS: 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 a separate TI RFA for the requested $2,063,288.54. 2. Alternative direction based on further Board discussion. ATTACHMENTS: Description D Attachment IV -August 10, 2021 CRA Board Meeting Minutes D Attachment V -9-9-21 CMC Summary of Shortfall and Renderings D Attachment VI -OBE PAPA Tax Assessment for M LK Jr. Blvd. M ixed Use TIRFA D Attachment VII -CMC Submittal of Shortfall Utilities Attachment VIII - M LK J r. Blvd. M ixed Use Development Southeast Building ° Building Permit Plans D Attachment IX - M LK J r. Blvd. M ixed Use Development Southwest Building Building Permit Plans Attachment X - M LK Jr. Blvd. Mixed Use Development North Building Permit ° Plans D Attachment XI - M LK Jr. Blvd. M ixed Use Development Project Renderings Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 the Pirates Fest. Attorney Duhy suggested approving the budget and amending it at the next meeting. This way, funds for property acquisition can be used for 217 N Seacrest and Ocean Avenue. Board Member Penserga asked staff which project funds would relocation services fall under. Mr. Simon would identify acquisition funding needed to create a program or category of funds. Ms. Shutt explained the Board wrapped the relocation funds together as part of the purchase agreement with the Community Caring Center. Motion Vice Chair Hay moved to approve the budget. Board Member Penserga seconded the motion. The motion passed unanimously. B. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update Ms. Shutt explained this item has been before the Board several times. She conveyed the Board entered a Purchase and Sale Agreement with Centennial in December 2019. Centennial finished all the work under the entitlement process and received the 9% tax Tax Credit funds from the State, however, due to the pandemic, issues arose, more particularly with the construction pricing. Now Centennial is looking at buying out the contracting and subcontracting services they had identified. There was money set aside for an 8,200 square foot commercial space to serve the neighborhood, which was not included in state funding. The CRA and Centennial will negotiate the price of the construction for activation of the space. In the development proposal for the 125 rental units, there was a construction overrun. In mid-July, Centennial approached staff about concerns about the project short fall. Staff worked with them, but did not get a lot of information until last week and staff has not yet reviewed it . Elizabeth Rogue, Mr. Herbert and Mr. Swezy will make a brief presentation. In summary, Centennial Management indicated to staff there is a $4.9M shortfall due to rising construction costs and unexpected infrastructure issues required off site. Staff feels it is a little less. There was $1.9M was allocated for commercial, and Centennial got a $3.11M shortfall. Section 20 of the Purchase and Development agreement sets aside what they can do and Section 19 allows the Board to provide additional monies with just cause. Staff asks the Board to allow them to sit down and review the numbers, because it will facilitate development in the area, but also because there needs to be cost sharing on the part of Centennial. Motion Board Member Romelus suggested hearing them, but moved to table the item to let staff and Centennial meet to review the items. Elizabeth Roque, Centennial Management, 7735 NW 146th Street, Miami Lakes, explained currently they are getting ready to close on the community in mid-September. It has been a challenging time as they never anticipated cost overruns. The initial building 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 had intricate details giving the building a Floribbean look. When they received the documents back from the architect and started bidding, they could ascertain the cost would be too high. They started to value engineer and reviewed structural and electrical costs, as they would not impact the aesthetics. They are looking for ways to reduce costs and they changed the building slightly. Brian Herbert,. 1311 Newport Center Drive, explained the initial concept was a conceptual design, coming through the construction document process, they streamlined the building to make it cost effective from a construction standpoint while keeping the architecture unique and aesthetically pleasing. Changes they made were items that were not very noticeable. The window manufacturer was reviewed as were the railings. After value engineering, a photo of what was submitted to permitting was viewed. They were able to bring the cost down to $3M and it does not damage the design intent. The large mansard roof is aesthetic as well as the brackets. It is a quality design that will provide rain coverage. It creates natural screening for lights coming into the units and air conditioning units. Mr. Simon commented they were all architectural. It changes the look from Key West. They are at $1.2M in total for each building to have that look. The other costs were due to COVID and due to the rents being decreased and their first mortgage was lowered by a million. The cost of materials increased from 20% to 50% depending on the project. She took her numbers last year from the Ocean Breeze development and added 30% which gave them $1 M in material costs as an increase. They had a meeting with Utilities who were asking for things that need to be done in the road. In the beginning they had agreed to provide $100K to improve the sanitary and sewer lines and others. Then they had another meeting, and there was much more they wanted to do for the MLK Corridor, which is $728K, and Centennial Management had no clue with what they wanted to do on the Corridor. That is separate from the original $3M cost overrun Board Member Katz asked what the cost overrun would be if the original accents were used. She did not know, but when they saw the bids coming in for the large windows, they were too high. They wanted to keep the integrity of the design, but had to scale it back. They were able to find savings with value engineering regarding structural items. Lewis Swezy, Centennial Management, explained they value engineered the hallway venting which saved $20K to $300K. They stacked the electrical runs on top of each where they saved $100K. He advised he wanted to keep the beauty and integrity of the neighborhood in place. Board Member Katz favored the original exterior as it had a more distinctive character to it. Ms. Roque explained the biggest difference was the windows are lot bigger and the value engineered plans were the plans submitted to the Building Department. Chair Grant thought the balconies were an important feature that should be preserved. Ms. Shutt explained the scoring and treatment of the walls could add more details. Mr. Simon noted in the initial drawings, there are things on the street level, whether Bougainvillea or colors on the streetscape that draw one's eyes away from whether there is scoring on the building. It looks very inviting and attractive. When it was represented, they just provided the raw building. Chair Grant was not concerned with 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 value engineering, it was the Florida Housing Finance Corporation, mandated the rents had to be reduced. Chair Grant thought the City should help out. The CRA's responsibility is they will collect rent for the spaces regardless of the rates. They did receive a lot of comments about business ownership of their buildings or locations. He asked if the Board or Centennial would consider a condominium association so business owners can own their bays . The City wants at least one bay for the Neighborhood Officer Program. Mr. Swezy responded it has great intent, but it would destroy the financing. Chair Grant asked, regarding the commercial areas, if future CRA's have the ability to have any equity ownership. Mr. Swezy advised he would work with the CRA to get triple net out of the commercial space, but it was not their intent to make money from the commercial area. Chair Grant thought they should discuss it with some of the money they will borrow because there is a deadline. Board Member Hay noticed most developers put aside 10% and asked why they put aside 4% and why nothing was put with the original number. He thought it would cut down on the $1.9M. The original number they used was$158K inside the $1.9M. When they listed the real numbers and allocated where the money is supposed to go, it is included in the category of "Other". Things like permits and builder risk insurance are not itemized on the form. Chair Grant questioned how the developer fee goes into the project for the total cost of the project minus the land acquisition. The State allocates a 16% developer fee. It comes out at the end of the project with the last equity installment. It is deferred and goes into the construction and development of the project in the beginning. It goes to a subsidiary owned by the same principals. Chair Grant asked how they could use some of that to help with the cost overruns. Chair Grant suggested at the City Commission meeting next Tuesday, they discuss this with the Utility Department to help figure out what the extra $700K they were asking for was. Mr. Swezy explained at the time of site plan approval, that is what they budgeted. Chair Grant thought they could use the TERFA agreement to help pay Centennial back. There were no objections to using the TERFA, but the Board will not make decisions tonight. He wanted to direct staff to work with them to find out what to do with money from staff. Ms. Roque commented it was a fact-finding mission, and asked if the commercial side of the $1.9 was solidified and will it go to the cost of commercial retail space and learned it would. They approved that as part of the budget plus the extra match, plus, the $625k for residential. Anything else would be discussed next month. Centennial will continue value engineering where it would not impact the aesthetic of the building. Vote Board Member Hay seconded the motion. The motion passed unanimously. C. Cottage District Infill Housing Redevelopment Project Update of Discussion and Contract Negotiations with Azur Equities, LLC 10 From: :JlzmbetzRMu2 To: ��ffiuy Cc: E'llZ���� Subject: Wells Landing Numbers nm»o' Thursday,September 9,zoz1o:so:zsmn Attachments' Thuy, Attached please find the following: 1. Revised CRA Summary 2. Material Cost Break Down 3. Roof,Truss, Metal and Scoring 4. LetterfronmBank Total Short Fall $ 3,179,352.79 VVewill berequesting$1'OZ6'OOO.00for first mortgage reduction due to rent decrease and $90,064.25 for and increase in utility increase requested bythe utility dept. total $1,116,O54.25 The remaining balance we will request from the CRA in a TIRFA Agreement $2,063,288.54. Thank you for your time and help with this project. Sincerely Elizabeth Roque U O O O O lD N O N w O d u c d v 'o 0 0 0 0 oo � o o � w 0 0 0 0 E o o 0 o -O v ° Y Y Y O d d d d O d H h O Ct Q Q c) .1 o m o v cr C'a'. C, f,"■r w e1 cr o 0 0 o (n' o o in v ul m o o W N O V o In "� a O C."k Mi N V1 O 0 0 O lI. 0 0 ci In N n N c3 'i .la�o ¢uuriooN , co o00 00 0 (Doo -floor N � I� e-I O of W O lD O m rl rj Ln r.� N m oo 00 O O O o co o O O oo ID Ln O oo R C cl .-i .--I lr O W O a� n o�,O- a',. 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V oD C V > O cc C d °O U C V fa N 10 aA ,C,to j O U N o cL d Q d u _ C E d d fa C c >` U m l7 iI rJ o 0 0 4 c ° Q ° �, 3 ' o c O d -° a s o o o m d >. g Y t m m x p Y = ° - a°+ d ° ym, .m. .a'. > ym, ° .A. .`°+ ^ Yn c o c Q 8 d u u E v a > y Y m d 3 H F F F O F H H F S LL C7 o U V C O D oo O Q F Y 7 u O of L o v O d f 0 d L O Y u F• II Ir Q Q Q F• '6 `d,� H 4 u 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 Specialtics $ 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 j $ 3,197,408.95 30% $ 967,001.95 Wells landing Roof,Truss,Metal Work and scoring,, Please note these number are part of the set of plans that is being approve by the City. It is not an option to remove them at this point. The time was in June 2021 when we met with Mike. We were told not to remove any of the Exterior Architectural elements that made the building look like the rendings. 1- Cost of Metal Roofs - Sq.ft Cost North Building- 12174 $ 136,623.00 Southwest Building 9747 $ 101,011.09 Southeast Building 11916 $ 130,914.00 33837 $ 368,548.09 2. Trusses Cost North Building $ 98,915.00 Southwest Building $ 96,846.00 Southeast Building $ 118,788.00 Structural Labor for Truss & Plywood Roofing Cost per 33887 $ 288,039.50 $ 602,588.50 3. Metal Work Cost North Building Canopies $ 25,784.00 Trellis $ 29,787.00 Deco Shutter $ 19,784.00 $ 75,355.00 Southwest Building Cost Trellis with Columns $ 66,947.25 Trellis with Brackets $ 22,258.25 Deco Shutter $ 31,843.50 $ 121,049.00 Southeast Building Cost Trellis with Columns $ 26,785.00 Trellis with Brackets $ 41,564.00 Deco Shutter $ 37,897.00 $ 106,246.00 'TOTAL COST $ 1,273,786.59 y 1, J l J% I i i Q [ % l l rvoo LL M , ORM� .......... H i�l 01 N It o 11 �l - , ego NONE MEMO mogo It — _ If rt , list I IN IMP Not o Flopwoo � ��,�,�� aHlPI not not IIIIIIINgs imomp smomp Moo moo MIT 111111m; 1 FFA 01 LAU It W lo I � = llllllllllllrll0�r11f����(�1011 � �DOOII� � `� i j / r 11111prr11r itro II i hli f �I at �I i I ii �N r�I fM. /,�nnxnr�q�rui a�h� �memur�u�lydGGtl18�NY�'� ,�. j r /iii/;; / ru 1 � I�IIIII�I�I"i1�cu ✓ t /� �k� 3 fl✓l r � ,,�! +F � �;. /r rnr r / ft f1 `I n rr JY LEE ILL Hui I Ocean Breeze East Boynton Beach Folio: 08-43-46.21.10-001-0010 Proposed Property Value Assessment-2021 Assessed Value 8,000,000 Millage Rate 0.0212288 Taxes 169,830 Units 123 Tax Per Unit 1,381 819/21,9:08 AFRI PAPA-Property Detail ADJUST FONT SIZE: RESET Website Seared DOROTH' 'YJACKS 4+ 'p * % CFA,AA Palm Beath County Property Appraiser We _. ...... 91 C3 (Mto O .......... ....... Real Property ........................... ...... Search by Owner Narne(Last Name First)or Address or PCN Search Classic PAPA MyPAPA Print This Page Save as PDF Print Property Summary ® 2021 Proposed Notice a • • a Property Detail Owner Information Sales information Exemption Information Property Inform •ation Appraisals a a Assessed and Taxable Values Taxes Frill Property Detail Property Detail https/Avww.pbGgov.org/papa/Asps]PropertyDetait/PropertyDetail.aspx?parcel=0843452.1100010010 1/5 9/9/21,9:08 AM PAPA-Property Detail Shoal ull Map .................................................................... Location Address 100 NE 7TH AVE Municipality BOYNTON BEACH Parcel Control Number 08-43-45-21-10-001-0010 Subdivision PALM BEACH COUNTRY CLUB ESTS IN Official Records Book/Page 29685/749 Sale Date JAN-2018 PALM BEACH COUNTRY CLUB,ESTS LT 1 (LESS W 25 FT&RTN'CRV AREA SEACREST BLVD R/WS), LT 2(LESS W 25 FT SEACREST BLVD R/W) & LTS 3 THRU 12 BLK 1 & 21-45-43,S 1/2 OF SE 1/4 Legal Description OF NW 1/4 OF SE 1/4 (LESS S 125 FT,W 35 FT SEACREST BLVD&E 25 FT NE 1ST ST R/WS) A/K/A S/D OF 21-41-43 W 1/2 OF SE 1/4 PB1 P4,S 1/2 OF E 1/2 OF LT 2 (LESS S 125 FT W 35 FT SEACREST BLVD&E 25 FT NE 1 ST ST R/WS) earby Sales Search ...—. 1' Owner Information Change of Address Owner(s) Mailing Address OCEAN BREEZE EAST APARTMENTS LLC 7735 NW 146TH ST STE 306 MIAMI LAKES FL 33016 1583 Sales Information Sales Date Price OR Book/Page Sale Type ,' Owner JAN-2018 $800,000 29685/00749" WARRANTY DEED OCEAN BREEZE EAST APARTMENTS LLC MAY-2007 $6,500,000 21761 /00638" WARRANTY DEED BOYNTON BEACH CRA NOV-1982 $143,000 03896 /00826 —,,� WARRANTY DEED BOYNTON ASSOCIATES LTD MAY-1981 $140,000 03557 /01879f' WARRANTY DEED JAN-1'974 $50,200 02301 /01047�' NOTE: Sales do not generally appear in the PAPA database until approximately 1 to 3 weeks after the closing date. If a recent sale does not show up in this list, please allow more time for the sale r7o,.d to be processed. A https:/AvvAv.pbcgov.org1pa pa/Asps/PropertyDe tai I/Pirope rtyDeta11.aspx?pa roe]=08434521 100010010 215 9!9!21,9:08 AM PAPA-Property Detail L;AC111IJLIVII 1111V1111CI LIV1'1 ta. ��Illt Calculator .l�Clr .w ..n ,.� . No Exemption Information Available. Property Information ..._... Tangibl'e Account(s) _ ..................... Subarea and Sq. Footage for Building 1_ Structural Element for Building Sketch for Building 1 Code Description Sq. 1 Footage 1. year Built 2020 UNFIN. RETAIL AREA 1532 I x 7 M i, f w'i D M pI lry APARTMENTS APARTMENT 1985E 2' LOW RISE 29512 APARTMENT 8124 Total Square Footage: 29512 123 View dull Details Number of Units ding_..... ..... Total Square 0 Feet* Acres 4.2695 Property Use Code 0305-MULTIFAMILY> 10 units Income Restricted Zoning MU-2-MU-2 MIXED USE 2,40 DU/AC(08- BOYNTON BEACH) May Indicate living area in residential properties. Request lls Change Appraisals Show 5 year I Shaw 10 year Tax year 2021 P 2020 2019 2018 20117 Improvement Value $0 $0 $0 $0 $0 Land Value $0 $284,974 $284,974 $189,184 $130,472 Total Market Value $8,000,000 $284,974 $284,974 $189,184 $130,472 P=Preliminary All values are as of January 1st each year Assessed anis Taxable Values https://mvw.pbcgov.org/papalAsps/PropertyDetaiI/PropertyDelaiI.aspx?parcel=08434521 i 00010010 3/5 919121,9:08 AM PAPA-Property Detail Show 5year IShow-10year Tax Year 2021 P 2020 201�9 2018 2017 Assessed Value $8,000,000 $284,974 $284,974 $112,764 $102,513 Exemption Amount $0 $0 $0 $112,764 $102,513 Taxable Value $8,000,000 $284,974 $284,974 $0 $0 Taxes Show 5year IShow-10year Tax Year 2021 P 2020 2019 2018 2017 Ad Valorem $169,830 $6,098 $6,158 $0 $0 Non Ad Valorem $11,931 $0 $�O $0 $0 Total tax $181,761 $6,098 $6,158 $0 $0 *Buyers take note: Taxes will change and often increase property Tax Calculator substantially when a property sells. The seller's exemption benefits ......... ........- ----- will GO AWAY the year after they sell and'! this may result in higher Property Tax Detalil taxes for a buyer. Please use the Property Tax Calculator to get a ........ better annual tax estimate if you are purchasing this property. X A htips:tlivmv.pbcgov.org/papa/Asps]PropeqDetall/PfoperlyDetail.aspx?parcei=08434521100010010 415 9/9/2.1,9:08 AM PADA-Property Detail' r HOME ,; CONTACT US 0 RECORDS CUSTODIAN Disclaimer: The information contained herein is for ad valorem tax assessment purposes only. The Property Appraiser exercises strict auditing procedures to ensure validity of any transaction received and posted by this office, but cannot be responsible for errors or omissions in the information received from external sources. Due to the elapsed time between transactions in the marketplace, and the time that those transactions are received from the public andlor other jurisdictions,some transactions will not be reflected. 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Please contact our public records custodian at 561.355.2881 or e- mail your request to pa-pubsvcpbcgov..org: 2019 Palm Beach County Property Appraiser. Designed and maintained by Palm Beach County, Information Systems Services. A https/Wvw.pbcgov.orgipapa/AspsIPropertyDetail/PropertyDetail,aspx?parcel'=08434521100010010 5/5 Request by Utilites after site plan approval TASK: Quantity Unit Unit/price TOTAL COST Mill&Overlay: Open Cut Tench Repair and asphalt Restoration (Plans-North Set-C 2&C3) Concrete Repair&Restoration at Seacreast LS 1 $ 45,500.00 $ 45,500.00 Maintenance of Traffic Control(MOT) LS 1 $ 10,000.00 $ 10,000.00 As Built Drawing LS 1 $ 5,000.00 $ 5,000.00 $ 60,500.00 WATER MAIN-9th Ave&1st Street (Plans-South Set-C 2) Portion to the south along NE 1st to be replace with 112" C-900 LF 150 $ 71.25 $ 10,687.50 Restoration of of Pavement If 150 $ 75.85 $ 11,376.75 j 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 $ 29,564.25 Total Cost of Upgrades requested by Utility Department $ 90,064.25 FIRST"HOUSING SAMVICE•OINANCE•COMPtIANCE August 26,2021 Mr. Lewis Swezy Wells Landing Apartments LLC c/o RS Development Corp 7735 NW 146 Street, Suite 306 Miami Lakes,FL 33016 Dear Mr. Swezy: First Housing was planning on providing a construction/permanent financing for the 124-unit affordable apartment development named Wells Landing located in Boynton Beach, Palm Beach County, Florida. Although the loan has not yet been fully underwritten, First Housing was expecting the loan amount to be$10,685,000. Due to some delays in the development process, a new appraisal had to be obtained for the subject property. Due to the COVID-19 pandemic,the 2021 restricted rents were slightly lower than the 2020 rents for Palin Beach County. First Housing is proposing, subject to full underwriting, that during construction we fund up to $9,659,000, which is what the concluded loan amount currently sizes to under the new 2021 appraisal. Then, once the property is built and stabilized, the Borrower would have up to three years to request and qualify for an earnout, the amount of which will be determined such that the total permanent debt will not exceed the lesser of$10,685,000 or 85%loan-to-restricted value, as determined by a new appraisal to be ordered by First Housing at the time of the request. 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N, ;w r j rr� r / fl u, rfuy Cup ��I�I�cN l H u. r.......... %iii��,.•,,, r IP ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.F. SUBJECT: Discussion and Consideration of a Purchase and Development Agreement for the Cottage District I nfill Housing Redevelopment Project with Azur Equities, LLC 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 select 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 owner-occupied 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. At the August 10, 2021, CRA Board meeting, Azur Equities, LLC an additional 30 days to resubmit the necessary documents to staff to move forward with finalizing the Draft Purchase and Development Agreement. The following has occurred after the August 10, 2021, CRA Board meeting: • August 19, 24, 25, and 31, 2021, and September 9, 2021 - Staff had numerous meetings and conference calls with Azur regarding the revised documents for the project. • September 1, 2021 - Azur resubmitted updated site plan, floor plans, elevations, financial information, and other supportive information (see Attachment 111). The September 1, 2021, package was the minimum necessary for staff to prepare the attached Purchase and Development Agreement for consideration by the Board. Since these documents will be incorporated in the Agreement as Exhibit "D," revisions (numeric errors and inconsistencies) will need to be made to ensure that the terms of the Agreement may be monitored and implemented. More importantly, a complete and error-free Exhibit "D" will facilitate a more streamlined City development review process for the project. The following items have been incorporated into the Purchase and Development Agreement (Attachment IV): • The units will be deed restricted for single-family, owner-occupied fee simple ownership (Section 10.1); • The units will be available for households up to the 140% of Boynton Beach AMI category; • The affordability of the units must be maintained for 15 years (Section 10.1); • The site plan is generally consistent with the design requirements of the RFP/RFQ and the City's LDRs (Sections 1 and Exhibit"D"). The attached Purchase and Development Agreement also provides: • A schedule of disbursement of CRA redevelopment incentives and funding (Section 21.a); • Required milestones for entitlement, construction, and sales (Section 22); • Overall completion date and assessment of fees for each unit not completed by the Completion Date (Section 22.f); • Binding documents evidencing financing has been obtained for the construction of the project prior to the transfer of property ownership to Azur(Section 22.c); • Reverter Agreement (Exhibit"B"). The following items have not been addressed by Azur's September 1, 2021, with enough details to be incorporated into the Purchase and Development Agreement for implementation: • The proposed plan to use local tradespersons and laborers in the construction of the development; and, • Supportive documents in Exhibit "D" needs to be revised for errors and inconsistencies to 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. 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 (Attachment 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. The following occurred subsequent to the April 13, 2021, CRA Board Meeting: • April 22, 2021 - CRA staff and Azur Equities, LLC met to discuss their proposed site plan, designs, and financial information; • April 29, 2021 - CRA staff and Azur Equities, LLC met again with members of the City's Development staff to discuss preliminary site plan and design issues; • May 27, 2021 - Draft Purchase & Development Agreement was provided to Azur Equities, LLC; • June 23, 2021 - Mr. Gotsman expresses two important concerns regarding the draft Purchase and Development Agreement: 1) the sales and development timeline; and 2) the restriction on renting the homes; and • July 13, 2021 - Mr. Gotsman submitted suggested changes to the draft Purchase and Development Agreement for CRA staff and legal review. FISCAL IMPACT: FY2020-21 Budget, Project Fund, Line Item 02-58200-406 (Cottage District Project), $385,825 CRA P LAN/P ROJ ECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan CRAAB RECOMMENDATION: At their December 3, 2020 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; and • Azur Equities, LLC. CRA BOARD OPTIONS: 1. Direct CRA staff and legal counsel to continue to work with Azur Equities, LLC to finalize the Purchase and Development Agreement for the properties located within the Cottage District I nfill Housing Redevelopment Project to be presented to the Board for execution at their October 12, 2021 meeting. 2. Alternative direction based on CRA Board discussion. ATTACHMENTS: Description D Attachment I -Cottage District Infill Housing Redevelopment Project RFP-RFQ and Addenda D Attachment 11 - Excerpt from April 13, 2021 CRA Board M eeting M inutes D Attachment III -Azur Equities, LLC Re-submission D Attachment IV -9-9-21 Draft Purchase and Developer Agreement D Attachment V -Azur Equities, LLC Additional Information D Attachment VI -Azur Equities, LLC Presentation D Attachment Vll - Proposal Evaluation sheets Yl dYlpOpwnsws 9�i7 ssu,. BOY1,NIT0, = EAC RA AGENCY' 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) 5 �It(errr9%ice// r ��lN%n%r/iii/ yJYYlV1YD5n1IDuiuwlu ur nuw � � I�f!. � � 6 iir"/ y151NwYuiw.rorvrNuo f�Gu l � ',. 01353549-2 Page 1 of 36 The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of the BBCRA-owned properties within the Heart of Boynton District. These properties, collectively known as the Cottage District Infill Housing Redevelopment Project Site, are located between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 1St Street,Boynton Beach,Florida(the"property"or"Project property"). The BBCRA will accept sealed proposals at its office located at 100 E. Ocean Avenue, 4th Floor, Boynton Beach, FL 33435 ON OR BEFORE October 23, 2020, no later than 3:00 p.m. Eastern Standard Time,as determined by the time stamp or clock at the BBCRA's reception area. Proposals to this RFP/RFQ(proposals) received after the date and time set forth above will NOT BE ACCEPTED FOR CONSIDERATION. All proposals will be date and time stamped by the BBCRA. Faxed or emailed Proposals will NOT BE ACCEPTED FOR CONSIDERATION. The RFP/RFQ documents, including all related attachments must be obtained from the BBCRA office or website at www.boyntonbeachcra.com (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 http://maps.co.palm-beach.fl.us-/cwgis/?aRp=pbc 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.com 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 htt ://discover.r�bc ov.or /TIES Pa es Housing Mort a e-Programs.asr�x. 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: X. 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 BB[RAPlan 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 SimonMa)bb .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.com (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.com. 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: SimonM(a-)bb ,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 maybe 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,41h 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 r im n v �I it JJJj" r i ,,, ILII//<'�� , I , }� �.��.�r,- �/j�NW.O��ul(rtiw'i i �iiV � i, n✓'"' 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 .N »r A i x � r i r` ,i,mr reps �� f� r rr yr' ;I- u,r, ;19 J 01353549-2 Page 22 of 36 ATTACHMENT "E" (continued) SAMPLE ELEVATIONS Ell m a a 3 r r, f r Ip'' fi y e 4�� � ; m I'l ' '0 1 ....... .,ice I, �II T.. ,..p..: 1 j�" IPn JI" E � 9 ray � t lwip H i r r r. 01353549-2 Page 23 of 36 ATTACHMENT "E" (continued) Alternative Carport Options and Urban Neighborhood Site Plan Concepts hm �l: aFkrtl mMy{ y// ,.. ._.; tea,` u�y � r rirl a Or oo OP r dr% u 2Ipi d graphics below by Looney Ricks Kiss Architects, Inc. 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'4T�ry u� a uww'<s aam 'iF vasm �" � 1 Y aum ar'1 M7 Y r m i i � 3aw d N, 1� �r, I 4onra m 4 .row At- U, ro d" �J$ Own�a,ro mro�aW.ruvm,w J ,. �a �, � X101 U n;�, ,�aa "iso �Wti� nl�invvww �uuv��m�ruoomio�����m �smmwiw�ouam 4mmmu�o�wu�i�mi�u���� m, uwnvw.n+ra roar wa�waro�aua�wnava n, �� ., u uf, 1} m � � r �m w4 rnvrovg WW ro p�a ��jUf e r ( IIl r 'fir yi(a vG (99�a �.. ,f1era,. ,•:'r R r wx ,,..ms'v' m v„f 4a}ro no rovd5 umwv 0" rm roun +9 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-efficientConstruction 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 (hjjad fyn.ifas.0 .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 B4OYITCI W iiiiiiiiiiiliiiiilill�illillilillIIVBE,+ CHI ADDENDUM NO. 1 TO REQUEST FOR PROPOSALS AND DEVELOPERS QUALIFICATIONS (RFP/RFQ) COTTAGE DISTRICT INFILL HOUSING REDEVELOPMENT PROJECT October 14, 2020 TO ALL PROPOSERS AND OTHERS CONCERNED The Boynton Beach Community Redevelopment Agency (BBCRA) is issuing a Request for Proposals and Developer Qualifications (RFP/RFQ) for the acquisition and redevelopment of the BBCRA-owned properties within the Heart of Boynton District. These properties, collectively known as the Cottage District Infill Housing Redevelopment Project Site, are located between N.E. 4th and N.E. 5th Avenues and N. Seacrest Boulevard and N.E. 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.boyntonbeachcra.com Questions #9-13: Drainage 9. Can we continue to sheet flow or pipe connect runoff to road right-of-way? 10. Can we use a pre-post reduction approach? 11. The road abutting lots, can we isolate them and do a pre-post for each? 12. Can we eliminate the 25 yr berm for these perimeter lots? 13. Is Legal Positive Outfall required? Answer: As part of a Proposer's due diligence, all of the above questions regarding drainage may be directed to the City of Boynton Beach Utilities Department. Questions #14-18: Water Distribution 2 Addendum No.01 14. Can we feed the buildings from the rear? Where does the meter need to be? 15. Is there WM along NE 5th Avenue? 16. Can we have As-builts /Atlas Sheets 17. Do we need to sprinkle the buildings? 18. Meter bank or individual meters and service runs for Townhome Lots? Answer: As part of a Proposer's due diligence, all of the above questions regarding water distribution may be directed to the City of Boynton Beach Utilities Department. Questions #19-20: Sanitary Sewer 19. Is there capacity in the gravity system(s) surrounding the property (or is a lift station needed)? 20. Can SF units be served from the rear to avoid multiple roadway open cuts and new service taps in existing mains. Answer: As part of a Proposer's due diligence, all of the above questions regarding sanitary sewer may be directed to the City of Boynton Beach Utilities Department. Questions #21-25: Roadway 21. Is a 32-ft Road Right-of-Way acceptable for the interior proposed loop road? 22. Sidewalk along NE 4th Avenue is not continuous? 23. Does it span the private lots that are remaining? 24. If the above is the case, the SWK would be on private property; how do we go about this? 25. Utility taps: what are the City's restoration requirements (limits of reconstruction and milling & resurfacing)? Answer: As part of a Proposer's due diligence, all of the above questions regarding roadways may be directed to the City of Boynton Beach Utilities & Public Works/Engineering Departments. Question #26: Site Plan 26. What are the setback requirements for the various products? Answer: As part of a Proposer's due diligence, all site specific questions regarding development regulations for the proposed product may be directed to the City of Boynton Beach Planning & Development Department. END OF ADDENDUM No. 1 3 Addendum No.01 RA KJ T IJJlNN1NJly'JJlJ11lJ,J Q E/y uilurlulllllllluiru L7i COM,Mllu'MN RII II)II'V'II LOPME147 AGE1114CY 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. • Coirirecte& 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: SimonM&bbfl.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 Respondefitsof the'RF /RFQ fcir the C4tta'e Oisffidt 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. 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Q Ste' W S0000000;;;;�NNN U Sm °mss= vmo a'a'fw` ooE 0 000000000000000 0. U Q m I CD r\j �,w o <LU aw 8 8 Jo — wa —LU z< 2 d, z 0 ol z 10 RZ LU LU LU u Hg o o o < CL o t w U LIJU 0 z j < < v X00 z LU b,O LL N �u w Y w 0 0 x zi Y m w F O ❑ o a O bO "no O o x ° oA ID O a °ID bll bO uurrvimra v c z a 5 H °baa° ¢ o w C7 W O U J aLL LU Z _ o — E 1 Q m W c U LU 0 Em 3 0 o v n E bL o _ f� C LU 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 responses thereto, including the April 5,2021 Supplemental Package,attached as Exhibit"C,"as amended and approved by the CRA Board on S^^*^m"^ October 4.412. 2021, attached as Exhibit "D," 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. A 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 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: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 2 of 24 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 and securing financing of the Project within the timeframe set forth in Section 22 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 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)orfor 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 PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 3 of 24 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 an amount not less than 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: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 4 of 24 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 resale of the residential units for a period of fifteen (154�) years from the date of the Certificate of Occupancy except to eligible prospective buyer(s) UI !2 Inc*tweeii-8%4e-1!NG0%of (Formatted:Highlight the Boynton Beach Area Median Income (BBAMI) and in the same income category:as the (Formatted:Highlight previous owner as determined by the SELLER at time of resale and prohibiting use of the property for anything other than fee simple owner-occupied residential use. 10.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 5 of 24 attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law,that the SELLER will not record or enter into documents affecting the Property after the last effective date on the Title Commitment,and that there are no parties in possession of the Property other than SELLER.SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property.In the event SELLER is unable to deliver its affidavits referenced above,the same shall be deemed an uncured Title Objection. 10.3 Closing Statement. A closing statement setting forth the Purchase Price, 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 6 of 24 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 removal of any liens asserted against the Property by persons claiming by,through or under PURCHASER. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 7 of 24 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, 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.SELLER reserves the right to grant extensions to the Cure Period above,at its sole discretion,upon receipt of reasonable justification. 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: Thuy Shutt,Interim Executive Director 100 E.Ocean Avenue,4th Floor Boynton Beach,FL 33435 With a copy to: Kenneth Dodge,Esquire Lewis,Longman&Walker,P.A. 360 S.Rosemary Avenue,Suite 1100 West Palm Beach,Florida 33401 If to Purchaser: Franck Gotsman,Managing Partner Azur Equities,LLC 2875 NE 191St Street,Suite 600 Aventura,FL 33180 With a copy to: Bruce Smoler Esq, Smoler&Associates,P.A. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 8 of 24 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. 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. 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 9 of 24 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(in cooperation with the City)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,consistencywith all applicable codes, 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,"as amended and approved by the CRA Board on September 14,2021,attached as Exhibit"D." 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 1"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%Boynton Beach Area Medium Income(AMI). PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 10 of 24 i. PURCHASER shall only be obligated to construct houses which are under Agreement for sale. j. Housing should be constructed with maximum efficiency and sustainability in mind. k. Creation of a Homeowner's Association with defined and limited authority over common areas. I. Provision of a Builder's Warranty for a period of one (1) year for each housing unit completed and sold.The one(1)year warranty period shall commence at time of closing for each unit. M. 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. n. Implementation of a plan or program to market and solicit sales of the unit to existing income qualified Boynton Beach residents and annual reporting the results of the plan or program to the Seller and submission of a final report at the conclusion of the Project or within thirty(30)days of receiving the Certificate of Occupancy for the last unit. The first annual report is due no later than twelve(12)months after the Effective Date. o. All marketing materials shall include notification to prospective buyers of the deed restrictions as described in Section 10.1. p. All requirements and obligations set forth in Exhibit "D" are incorporated herein by reference. 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. Disbursement of said funds shall be as follows: Fifty(50) percent or$192,912.50 shall be reimbursed within thirty(30)days of receiving the first Certificate of Occupancy for the first unit of the project; an additional twenty-five (25) percent or $96,456.25 shall be reimbursed within thirty (30) days of receiving the Certificate of Occupancy for the first half of the total number of units as described in Exhibit "D"; and the remaining twenty-five (25) percent or $96,456.25 shall be reimbursed within thirty(30)days of receiving the Certificate of Occupancy PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 11 of 24 for the last unit as described in Exhibit"D". Purchaser shall submit all required 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 building permit number and Certificates of Occupancy documentation. 3) Income eligibility documents, sales contracts, and closing documents evidencing the prospective buyers are within the 80%-140%BBAMI. 4) Agreements and itemized proof of payments evidencing materials and site development and infrastructure 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 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 ninety (90) days of receiving final platting, final site plan, land use and zoning approvals from the City of Boynton Beach. SELLER retains the right to demand any and all verifiable bindin documentation necessary to evidence that financing has been obtained for the construction of the project ^ry^ ^^- 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 12 of 24 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 ninety(90)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 four(4)years of the Effective Date("Completion Date"). A fee of $1,000 per day will be assessed by the CRA for each and every unit that has not received a Certificate of Occupancy by the Completion Date. The total amount of late fees shall be deducted from the last disbursement of CRA incentive funds described in Section 21.a. g. PURCHASER shall ensure that the Groundbreaking ceremony will occur prior to or simultaneously with the commencement of construction of the first unit. h. PURCHASER shall ensure that a Ribbon Cutting ceremony will occur prior to the closing of the first housing unit sold. 23. DEFAULT 23.1 With Regard To Prosect 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(as described below),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 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 and paid by the PURCHASER from the Effective Date of this Agreement associated with the development improvements described in Exhibit "D" hereto 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." PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 13 of 24 23.3 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 "D" is obtained. 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 and/or if the Property is not used as a fee simple owner-occupied single family residential unit 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 binding Agreement,PURCHASER shall give SELLER notice of the offer by delivering a copy of the Agreement 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 schedule this item on the earliest available CRA Board agenda for approval to 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 CRA Board approval,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 thirty(30) 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 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 PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 14 of 24 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 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 15 of 24 24.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement,PURCHASER and SELLER herebywaive 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: 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 Agreement 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 16 of 24 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 Agreement with a third-party 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. 26. TERMINATION. The obligations of Developer and CRA shall terminate upon the earlier of(i)the issuance of the last Certificate of Occupancy; or (ii)failure by the Developer to complete the Project before the Completion Date,as described in Section 22.f, unless extended as provided by written agreement of the parties. 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: PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 17 of 24 Approved as to form and legal sufficiency: CRA Attorney The remainder of this page was intentionally left blank. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 18 of 24 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 plat thereof as recorded in Plat Book 2, Page 59 of the Public Records of Palm Beach County, Florida. (PIN:08-43-45-21-29-003-0011; 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 Plat 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 19 of 24 (PIN:08-43-45-21-29-003-0041) 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 Plat Book 2,Page 59 of the Public Records of Palm Beach County,Florida. (PIN:08-43-45-21-29-003-0071) TOGETHER WITH: 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 Plat Book 2,Page 59,of said Public Records. (PIN:08-43-45-21-29-003-0081) TOGETHER WITH: 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 Plat 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. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 20 of 24 TOGETHER WITH: The east 50 feet of the south 150 feet of Lot 3, Block 3 of SHEPARD ADDITION TO BOYNTON BEACH,according to the plat thereof in Plat Book 2,Page 59,of the Public Records of Palm Beach County,Florida. (PIN:08-43-45-21-29-003-0031) TOGETHER WITH: The east 50 feet of the south 100 feet of Lot 5, Block 3, 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, recorded in Plat Book 2, Page 59, said lands situate, lying and being in Palm Beach County,Florida. (PIN:08-43-45-21-29-003-0052) Said lands situate in the City of Boynton Beach, Palm Beach County, Florida and containing 201,778 square feet(4.632 acres)more or less. PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 21 of 24 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 dated 12021 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, as provided below 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 and timeframes set forth in the Purchase and Development Agreement(hereafter the"Completion Date"). 2. In the eventthe Improvements are not completed by the Completion Date(unless extended pursuant to the terms of the Purchase and Development Agreement),the Property or any portion of the Property not sold or used as fee simple owner-occupied residential units 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 fully executed 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: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 22 of 24 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 satisfactory to such lender. Upon completion of the Improvements satisfactory to the SELLER,the SELLER agrees to record a 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: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 23 of 24 EXHIBIT C PURCHASER'S CONCEPTUAL SITE PLAN AND SUPPORTIVE DOCUMENTS FROM AUGUST 17,2020 RFP/RFQ RESPONSE PACKAGE AND APRILS 2021 SUPPLEMENTAL PACKAGE (Note:Site plan and supportive docs to be inserted as pdf for clarity) PURCHASER's Initials: SELLER's Initials: 01532955-1 PURCHASE AND DEVELOPMENT AGREEMENT Page 24 of 24 EXHIBIT D PURCHASER'S AMENDED CONCEPTUAL SITE PLAN AND SUPPORTIVE DOCUMENTS FROM &g"4M&E4OCTOBER 142,2021 CRA MEETING (Note:Site plan and supportive docs to be inserted as pdf for clarity) PURCHASER's Initials: SELLER's Initials: 01532955-1 ■ / • � ( t G � rl� I I .I i'I �ail i U � t ; r /^ lirflnynrl ow I��ia I til/ I� I N O ¢u� �a� "c ¢uj aj ¢gip a� .a aur 0 „mµ ��b �- � �. L. 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W ni W R� III f w CD Eu M 'c' W Lu 0 0 0 > 0 <U U "5 t�- P LLI M U 2 0 co in U G I-j 0 .II_ D, 0 U Ln ("'Vo `U cz W � ens 00 Q V) u Q� w W OZN a . °° 0 w Z 0 + > Q w s = F— LL w J W ��I�111 ILII O >1 4 , O J w z QO 0 + ' — Lf) w0cri w LL F— Q (Da) � — Z N > CL J _ a- ,tea w 0 ~ w 04) z V �- 2 F— O � U m � 0 �`� w M + v O ~ � U w w . a) (D w _ L z � v � O O LU Q . — uo z Lv O z �— 4-; O V) LV N 2 d � O � J ® W err . a� > O 0. W EW N ® _ W T U 0 W ..j 0 N ear u .. 1, ✓'�� lar//r '� "� r// �/l. a�, a / J �D Ali; al i?P i l / r t I r. llir�l�li II ti FI» C I', Y II ' �y� Yq Yu I r J r rr /r r ri SII' / r+�IV II w N / Z Qw 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/Owner: (Please use separate farm for eachrp incipal/owner) As Principal/Owner of Proposer, I Franck Gotsman (name) hereby affirm 1 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,pastpresent 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: AZur Equities Principal/Owner Name: Franck Gotsman Date of Birth: Nov 8th 1972 Current Home Address: 19707 TUrnberry Way Aventura Florida 33180 Previous Home Address: Email:aotsman@aol.ComPhone#: 305-984-9535 M ® Signature: pate:9�21 st, 2020 L a Print Nair eXran6kG tsman LJ LJ Page 30 of 36 u�v�zas� ,z vs c� U w Z Qw ATTACHMENT"H" � �MAUTHORIZATION TO PERFORM CREDIT CHECK For Proposer(BusinessEntiWJ: 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): r Current Business Address 75' NF 111 &e--G? .- (a©p Federal Tax ID# State of incorporation: RoklOA Phone#-. #: Authorized Signature: Date: Oct 21 St 2020 Print Name:F Ot TitlRartmL e: CL L aua�7s Page 31 of 36 L vs cu U w N / Z Qw 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 formation in your possession regarding the business identified as"proposer" e By: STATE OF FLORIDA ° COUNTY OF PALM BEACH b"T THE FO GOING INSTRUMENT was acknowledged b ore me this day of 2020,by �"r"'Ln,5k before " who is personally known to me or who has respectively produced as identification and did not take an oath. r Notary Public: �ariY 4 Kari Craft Cudis Print Name: NOTARY PUBLIC �r Commission No: , 26q/ '''" E (Seal) �� Comm#sTATE F FLORIDA �Comm#GG911462 My Commission Expires: ;VfxP a3ei°s Expires 81912023 Name: A k K` —OC-IC-115 Home Address: Home Telephone Number: Business Telephone Number. Fax Number: V) Date of Birth: "" C Professional License Number: Proposer(Business)Name: L Page 32 of 36 V) co U w N / Z Qw 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 i ormation in your possession regarding the business identified as"proposer' el 1 By: STATE OF FLORIDA COUNTY OF PALM BEACH THE `OR GOING INSTRUMENT was acIm edged before me this 1 day of m{ber 2020,by "`allaIC DC7 c who is personally known to me or who has respectively produced as identification and did not take an oa Notary Publi • _ ' i(ari Croll Curtis Print Name: , �rxs ;' NOTARY PUBLIC Commission No: GI it (Seal) 1-STATE OF FLORIDA ,Comm#GG911452 My Commission Expires: rlk' Expires 91912023 Name; Home Address: UI !Z fa a �1 Home Telephone Number: Business Telephone Number: Fax Number: V) Date of Birth: , 0 CL Professional License Number: 0 Proposer(Business)Name: Page 32 of 36 rn c� ee U w N / Z Qw ATTACHMENT 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 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 fora 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. Azur Equities Pro ,�s r �Aorizrdsignature Franck Gotsman Print Name Managing Partner Title Oct 21 st, 2020 Date en L L) Page 33 of 36 C) rodim�ss�,x $ c� U w N / Z Qw ATTACHMENT"K" CERTIFICATION OF DRUG FREE WORKPLACE PROGRAM I certify that A7 lr gdtl s 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 Oct 21 st, 2020 ® Name&Title(typed) 4rarl�k Gotsman Managing Partner L a�asas�az Page 34 ot`36 vs co U w N / Z Qw 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.x K Yes ❑ No Date Oct 17th,__2020 No.2 FX1 Yes ❑ No Date Oct 17th, 2020 No.3® Yes ❑ No Date OCt 17th, 2020 No.4© Yes ❑ No Date Oct 17th, 2020 No.S® Yes ❑ No Date Oct 17th, 2020 RFP/RFQ INFORMATION WAS OBTAINED FROM: BBCRA Website ❑ Newspaper Ad ❑ City Hall ❑ Other,please specify: A orize lgnature Franck Gotsman Print Name Managing Partner Title ® Oct 21 st 2020 CL 2 Date L L) Page 35 of 36 C) ®rtm�n�w,a � vs c� U w N / r Qw ATTACHMENT"M" CERTIFICATION OF NON-SCRUTINIZED COMPANY Azur Equities , 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 Azur Equities Proposer Name By: Franck Gotsman Authorized Representative of Proposer Date: OCt 21 St, 2020 STATE OF R- P-124 COUNTYOF MIAMI— DADC SWORN TO and subscribed before me this 61L day of- G` i"/^ 2B by Such person(Notary Public must check applicable box): [WIts personally known to me [ ] produced their current driver license [ ] produced as identification. (NOTARY PUBLIC SEAL) Notary ublic Kari Croft Curtis NOTARY PUBLIC (Printed,Typed or Stamped Name of Notary Public) STATE OF FLORIDA / 'Commi;GG911452 K e2tar 7 C44.a—riS Expires 902023 V) L Page 36 of 36 �rrssrr, V) c� ee U W r City of Aventura ~� Community Development Department f 19200 West Country Club Drive Aventura,FL 33180 305-468-8940 Certificate of Use FOLIO: 28-2203-087-0020 BTR NUMBER: SERV2008-0001 FEE: 35 BUSINESS NAME: AZUR EVOLUTION 1 LLC MAILING ADDRESS: 2875 NE 191 ST 600 AVENTURA, FL 33180 BUSINESS ADDRESS: 2875 NE 191 ST 600 AVENTURA, FL 33180 BUSINESS TYPE: SERVICES/LAND DEVELOPMENT' USE SPECIFICS: OFFFICE USE ONLY DATE: 6/26/2020 THIS IFIT UST BE POSTED ON PREMISES is This Certificate of Use confirms that the business use at the address stated above complied with Zoning District and ® parking requirements on the date of certificate issuance. The certificate only becomes applicable upon the issuance of a City of Aventura Local Business Tax Receipt providing there is no change of use or business ownership and no alteration ® or addition to the building or structure. Such changes must be applied for in person at the City of Aventura Community Development Department. V) co cityofaventura.com ee U W Zu QN a City of Aventura A W Community Development Department 19200 West Country Club Drive Aventura,FL 33180 z 305.466-8942 8/26/2020 AZUR EVOLUTION 1 LLC 2875 NE 191 ST 600 AVENTURA FL 33180 This is your local Business Tax Receipt for the City of Aventura. Please post in a conspicuous place at the business location to avoid penalty. Do not remit payment as this is not a bill. CITY OF AVENTURA, FLORIDA LOCAL BUSINESS TAX RECEIPT Receipt SERV2008-0001 Expires 9/30/2021 Business Name: AZUR EVOLUTION 1 LLC Location: 2875 NE 191 ST 600 AVENTURA,FL 33180 Recipient Name: AZUR EVOLUTION 1 LLC Description: SERVICES LAND DEVELOPMENT Issue Date: 8/26/2020 Fees Paid: $200 V) Restrictions: OFFFICE USE ONLY 0 L L) �n cityofaventura.com ee U W 10,20!2420 Detail by Entity Name < M N i � � d I �; QW r Detail by Entity Name Florida Limited Liability Company AZUR EVOLUTION 1,LLC Eigpg information Document Number L19000088999 FEIIEIN Number 84-1788216 Date Filed 04/0112019 Effective Date 03/27/2019 State FL Status ACTIVE Principai Address 2875 NE 191st St. Suite 600 Aventura,FL 33180 Changed:02/24/2020 Mailing Address 2875 NE 191st St. Suite 600 Aventura,FL 33180 Changed:02/24/2020 &gl to erect gm Na e 8 Address SMOLER,BRUCE J 2611 HOLLYWOOD BOULEVARD HOLLYWOOD,FL 33020 Authorized Personla)t?etail V) Name&Address 0 CL ® Title MGR Q) AZUR EQUITIES,LLC 2875 NE 191st St. Suite 600 C: Aventura,FL 33180 M Title AMBR c� seambsunbiz.omgtinquiry/CorpumtionSeatchlSc=hResultDetaii?imiuirytype—_EntityName&directionType*Initial&scarchNomeOttkr=AZUREVOLU`CIONI L1900,.. lit CCS C,.J (""Vo i W lor20t2020 Detail by Entity Name < N ,r',„� <a Touret,Sacha W 2875 NE 191st St. Suite 600 4 Aventura,FL 33180 Report Year Filed Date 2020 02/24/2020 Or+ LMM113 mgt 0 O 1 Maw image'in PIN format !flew image in POO formal! to 0 0- 0 L Lj f� M c� search.sunbiz.org/inquiry/CorpomfionSearch/SearchResullDetail?ingtirytypc=EntityNamc&cdirecflonTypc--(nitial&seamhNameOrder-AZUREVOLUrION1 L1900 2/2 ee U w < a IQ/2012t726 Detail Entity Natne t" : N= <r QO w brg m�rri i u�nurwpy� llSl c'r,GLr„JalCi:r,��I/if�4 Detail by Entity Name Florida Limited Liability Company AZUR EQUITIES,LLC Effing-laNnnafiQu Document Number L14000162367 FEUEIN Number 47-2114634 Date Filed 10/17/2014 Effective Date 10/17/2014 State FL Status ACTIVE ErIn.QlPilAddazal 2875 NE 191 st St- Suite LSuite 600 Aventura,FL 33180 Changed:03/17/2020 Mailing Address 2875 NE 191 st St. Suite 600 Aventura,FL 33180 Changed:03117/2020 RtgL ry"ed Agent Name 8 Address PATRICK VIVIES CPA,PA 4000 Hollywood Blvd Ste 285-S Hollywood,FL 33021 ® Address Changed:03/1712020 ® Authorized Egmont W-PA it L Name&Address Title Manager V) COHEN,PASCAL 2875 NE 191st St. Suite 600 Aventura,FL 33180 seatch.sunhiz.wWInquiry/CorpotationScMWSearchResultDatW[?inquirytype=EndtyNane&dimedonTypc=Initiai&searchNameOrder.-AZUREQUMES 1-14060162... 112 C,.J (""'VO i W 10120/2920 Detail by Entity Name / Z ,:, Q(Y Artrtual Rei �,.,A W Report Year Filed Date p 2018 0412512018 2019 04/3012019 2020 03/17/2020 Document images 71 TView image in PDF format „1 47F201N-�FdNUAV.REPCSRT View image in PDF torvat ! QBTI' View Image in PDF format b5P10820'17„.� A „� View image in PDF format pgl"�01 ted.._%LS A R"PST 'thew image m PDF Format '. 1 P T View image cn POF Format View image in PDF format N 0 0- 0 L 1� Lj V1 M C6 seanchsunbiz.orglinquity/CorpomtionSearchtSearchResWiDcWi1?inquirytypewEtttityNane&direcdonType=lnidal&searchNameOrder-AZUREQUlT1ESLW000162... 212 CCS Q) w N / Z Q w 4014 rr„„ T URNBERRY PLAZA. OFFICE BUILDrNG LFASE By and Between TURNBERRY PLAZA,LTD., a Florida limited partnership, as Landlord, and ur Evolution I LLC a Florida Limited Liability Company as Tenant 0- L L) Vn c� ® �regssna�.r Q) w N / a'� a Z Qw TURNBERRYPLAZA AV.ENTURA, FLORIDA Mrr„, LEASE SUMMARY ........................................................................._........................ _._._._._. -------------_ ._..._._._._. .........................................m............................................................._. ective]f.3atea Landloird: Turnberry Plaza,l:.;td. a Florida limited partnership _..__._._._._._..............................._. ................................. : . ................................................................ ........._......... ll"enant° Azur;Evolution l 1.,I., .,a Florida Limited Liability Cornparay ...... .. 11"'uennisesw 3,388 rentable square feet,located on the 6th floor of the Building Paragraph 1.1 and more particularly describi:al and ov Vinod by the floor plan .1111....................._.... _. _ ... attached heretcs...a°i'....Exhibitt 13dai1algnu o g� 1'tnm°.nberry I lana Paragraph V.1 2875 fil'1'?1.01 Street:,Suite 600 veuu33180 nalle Su11 g u..g ......................... 108,33gretbe.v r e Vect, That curtain real property more particularly described b,y the l ga.l lbara n"asprh l.1..._._._._. .......................................................................................... description a.tt:acahed heu°etcm as g,(bit"" _1_Suite _1_1_1_1_._._. e._._._._._.n.,........................................... Suite l"�oasrnlacn°o �r00 .........................................................................................................................----------------_.__._._._._.__. _._..-_.-_.-_.- ( .....................--------------------------------------------------------..............._....................................—._._._._._._._.__ Tenant's Proportionate lnareu 3,12% 3;,388/108,330) Pa —Ir auplx 2.l.( ( ._._._._.. ........................................... t..eaase"1"exm. Siraty.,-Two(62)months aas°ara1u 1:..:................. :Lease Commencement later One Month from Lease Execution Paragra�ala 1.2 ._. Rent CommencementDate: Sixty hfl days from the Lease Comrnencemaent Date, para prlw ------- _____,__ Expiration Date: The fast day, of the complete calendar month that:is the 62"11 month Paragraph 1.2 frorn and after time Scheduled Rent Commencement Date _..s. _____._"___ ➢wase RentalPear the Egret year of"the"',Lea,e Term, the mitral Base 1�erntal slxar.11. Paragraph 2.1 be$213.00 per rentable square foot based on a triple net basis,plus applicable taxes. 1111. ._..._._._._._._.�__.._ -_.-_.-_.-_.-__ _.............................................................._...... 13a�se eta untag a±.,sc alati.Ons Commencing on the first anniversary of the Rent Cornrnenccunent ® Date„ and continuing on each anniversary thereafter, the, Basi;: _____ Rental shall increase�� three and per anaaurrn. ® ("urjreaf Year Estimated Operating Expenses; Calendar ear 2010 Paragraph 2.1(b) The lease shall be a net lease and tenant shalt pay its actual pro rata share of all building operating expenses and real estate taxes for each given calendar year throughout the lease term. Such vs paynruawnts are to be Heade monthly in advance based on landlord's aro e tion.,with a reconciliation of overpayment or underpayment � 1 ��'�£ ..................................__._._._._._._..._._._._._._._._..__._-_.-_.-_.-_.-_.-_. at tlnc end of c,aclx c,alenda.r ear of the lean;e ternm. _..w.................................................................. y ._.._.._.._.._.._.._ c� 149.75Noe»,u Q) < Z Qw <r ............................................. ..............-................................................................. .......................................................................................................... ............... .................. 4014M ' Such expenses for 2019 are estimated to be $12.00 per rentable Square foot, Te—rinitted lfie� ----------- ................. GeneaI o ffice use .............. — -±Mra h 3,1....................................—111111111111-1............... ...........—1-1............................................................... ............... Security Deposit, Tenant shall submit$22,586.67 as a smurity deposit,which shall Paragraph 12 be kelpt by Landlord for the hAff duration of the Lease Term, TIT security doposk must be submitted with Lease prior to 1,,andiord .-executi on. ....................................................................................................................................... N/A Para&r-aE-11IJ..-I................... Landlord's Address for the Mailing of Payinents.- 2101,�NE 19F­St'11­;f­e t .......... Paragraph 2.1(a) Suite 303 Aventura,Fl.33190 ................. ............................ Atqn:i'ro ert .l'�<uana!er ..................... F.'enant's,Parking; lf available,Tenant shall have the right to lease three(3)reserved Paragraph 8.9 parking spaces at the prevailing Parking Rate when parking ,e(3)reserved when parki structure is complete. Tenant shall also have the right to utilize up to six (6) parking spaces in the surface parking area surrounding the Building at no charge. During construction of the neighboring Hotel,parking shall be as follows:Tenant its employees and guests shall be given the right to shuttle and from offsite lot. Tenant shall receive four (4) permanent Valet Stickers at no cost and in addition tenant will receive 20 validation stickers per month to use at their discretion (Free of charge). Additional validations may be purchased at$5 dollars per sticker with management if needed. ............ nt's Broker� ......................... ...................................... N/A . . . ...........................................................................................................-. .............................................................................. Tema . .......................................................... ......................................................................................................... .......................................... Tenant's Address for Noficess Azur Evolution I I.LC Paragraph 6.1 Tumberry.Plaza 2875 NE 191 Street,600 .................................................................................................. A y-entural FL 33180 Iandgord's Address for Noticesa Turnberry Plaza Paragraph 6.1 2875'NE 191 Street,Suite 303 A -FU ventura, Ff., 33180 V) ........................—-—--------------------------------------- A Manager ............... ............... ................. 0 Improvement Allowance® See Exhibit C attached hercto ........................................... ................................................................................................................................................................................................................................................................... Renewal Option a See IF.'xh..i b i I F attached hereto .................................... ........................................................................................................................................I.............................................. L) Personal Guarantee N/A. 0 ...............................—1111,............... ................................................................................................................................ ....................................... .............................. V) C: M 2 34955836A U w 4:•� a N / < Z Qw 411"'Mrr„„ IN WITNESS WHEREOF,the parties have hereunto set their hands and seals the day and year first above written. LANDLORD: WITNESSES: TURN13ERRY PLAZA,LTD, a Florida limited partnership ............ ... 13y; CJA holding Corp. " .... a Florida limited liability corporation,its General Partner Pru t Name: � .. uuc ...� ita.. i bl ... ... Azur Evolution 1 LLC., a Florida Limited W� Liability Cornpany wb.. .. It I . p � .... ... Title: 1.1 t. 1-V. . ."i ............ Aa ......................... � a r . _ `1...._... .. en L V) M 1A955B3b.1 L Q) w N / Z Qw 4014 rr„„ The undersigned, does hereby execute this joinder for the sole purpose of consenting to the terms and conditions of the escrow provision set forth in Section 2,2 of this Lease. By its execution hereof, Escrow agent does not make any representations or warranties with respect to any matters set forth in or pertaining to the declaration or undertake any of the obligations or liabilities contained therein. IN WITNESS WHEREOF, these presents have been executed this w...................... day of 21....... By i . 5 0 ; CL L V) 34955836.9 C,.J ® E u a) r� UJ i V' 0- 0 ZDLLJ NLLJ LO 0 Ln co LI) Q r� 11�! 'd� LL ;; Z � U Illlllllllllllll�����lllllllllllllllllllllllllllllllllll��u�u��uuuuu�������������������������� . . 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SEE Ds q -a cows ov^i-'o •O ro _ E m u E:9 EvoM»" Z O `v` �o a Eui o --`v Eco n LL _ E c->' _ w - _ on-x-.q - oz '�m ov Eo 1E uq>v oo-,' ES m 2€Eoy EA o- zs of o o-N zz ¢>roirc�-oos \nE`f•°ra - z U - -oo v J a m r Q - E a o - J q`c N m m E Q v - c o o O ~'2 ofo- `o o c U m row >, ? w - o= v a AU L Q o .E o v Q a z ¢m o o :E R o lo ma A o �` a v v v�� aim o - v� Ern „r 0 0 mq_ ?.q o 'E o v o E o o z o o N E o r°,�'E E n Im - >5 w q Y w2,A_, go 2 >. U c v LL z c_ `o E o 0 0- '�° N o v_ V E m0 ��nv rnu�m.oE w� o? o N �m ��- oEN -q m a o 0 2 r a` z¢ z w o ¢>F a`z rc g z r`o-u > z - O - - � _ Eo.-o. o" m Sao u W K vIm E c w q c N a o a n S Ommmm _.s Eat op,5 '^a`a E c m yW wN =te - 0U mum �Wy K vE� - c�E'E O z aEo E. 2 aO $E a�'o a - �rc orc9 - �a u w> w3'Evavc� Ea - d > a` c 8m „ o m= o12 v a ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.G. SUBJECT: Project Update for the Purchase of the Properties Located at 511, 515 and 529 E. Ocean Avenue SUMMARY: 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 111). 500 Ocean Properties, LLC 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, LLC 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. Supportive documentation of the continued negotiation effort prior to August 10, 2021, CRA Board meeting is provided as Attachment V. The following events occurred after the August 10, 2021, CRA Board meeting: • August 13, 2021 - Virtual meeting with members of 500 Ocean Properties to discuss leases and how they will not be available until the execution of a Purchase and Sale Agreement; • August 20, 2021 - Draft Purchase and Sale Agreement sent to Mr. Harvey Oyer for review (see Attachment VI); • August 27, 2021 - Comments in response to the Draft Purchase and Sale Agreement received by CRA legal counsel from members of 500 Ocean Properties, LLC; • September 1, 2021 - CRA responded to 500 Ocean Properties, LLC's August 27th comments; • September 2, 2021 - CRA received combined comments from 500 Ocean Properties, LLC (see Attachment VI 1); and • September 7, 2021 - Conference call with Mr. Oyer to discuss critical issues and deal breakers identified in 2nd set of comments received on September 2, 2021, specifically Items #2, 4, 5, 6, and 12. The other 12 items may be resolved with proposed language that could be mutually acceptable. As time is of the essence, CRA legal counsel requested that Mr. Oyer provide the CRA with mark ups of the Draft Purchase and Sale Agreement. Of the 17 "larger terms" identified in Attachment VI 1, Items #2, 4, 5, 6, and 12 require Board direction as these are not consistent with CRA staff's acquisition practices and may not meet 500 Ocean Properties, LLC's parameters: Items #2 - Preservation of Historic Sign and Wall of the 529 E. Ocean Avenue Building While best efforts language could be incorporated into the Purchase and Sale Agreement, the preservation of the existing painted sign on the east wall of Hurricane Alley will be very costly and cannot be done if the CRA is unable to determine how that wall can be re-used in the new development. Item #4 - Provision of Certainty for Hurricane Alley Restaurant and Oyer Insurance Office Tenancies Staff has no way to respond to this request until we see the existing terms of the current leases and have a better understanding of the Board's long term goals for the property. Furthermore, the CRA's purpose in property acquisition is redevelopment and not for commercial leasing. Items #5 and #6 - Deposit and Closing by the End of the Year Mr. Oyer indicated that the $25,000 deposit is too low relative to the Purchase Price and the amount of the released deposit is insufficient if the CRA cannot close by the end of the year. The CRA's budget is driving the amount of the deposit (as has been communicated, this was not a budgeted purchase). Only $77,843 remains for acquisition and CRA staff does not disburse the first portion of the deposit before the end of the feasibility period. At the publication of the agenda packet, CRA staff has received three responses (Valley National Bank, Truist Bank, and PNC Bank) from the four banks (Truist, TD Bank, PNC Bank, and Valley National Bank) regarding the $3.6 Million Dollar loan. The loan process will take approximately 90 days (30 day underwriting with a 60 day to close) and an executed contract is typically required for the banks to process a loan. Closing outside of 2021 may be unavoidable given the CRA's current budgetary status, financing timing and potential title issue. Responses and correspondences are provided as Attachment VI I IA-VI I I D. Mr. Oyer indicated that if the CRA cannot close on the property by year end, this is a deal breaker for him and cited the current news regarding the potential tax increase under President Biden's proposed tax plan. Item#12 - Renewal of Existing Leases or Compensation of Seller for Income Loss To evaluate this request, all terms of existing leases need to be provided. Note that renewing tenants may not further the CRA's objectives in acquiring this Property. At the time of Board packet publication on September 10, 2021, CRA staff received the revisions to the draft Purchase and Sale Agreement from Mr. Oyer (see Attachment IX). Staff and legal counsel will be reviewing the document in preparation for the September 14, 2021, C RA meeting. FISCAL IMPACT: Purchase and Sale Price of $3,600,000 with funding source to be determined based on financing alternatives. CRA P LAN/P ROJ ECT/PROGRAM: 2016 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 revised 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. 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 Prior to July 13, 2021 D Attachment IV -CRA Board Minutes -July 13, 2021 D Attachment V - Email Negotiations Prior to August 10, 2021 CRA Board M eeting D Attachment VI - Draft Purchase and Sale Agreement Attachment VII -September 2, 2021 Combined Comments from 500 Ocean ° Properties, LLC D Attachment VIIIA-Valley National Bank Loan Terms D Attachment VIIIB -Truist Bank Terms and Correspondences D Attachment VIIIC -T D Bank Loan Terms Correspondences D Attachment VIIID - PNC Bank Loan Terms Correspondences D Attachment IX -September 10, 2021 Mr. Oyer's Revised Purchase and Sale Agreement(Redlined and Clean) ppp O ^I� a' l L L5 Ln N O� fII 1. V at dI { c ' v E O m ami Uc o S mM m O H I 3 aF 3CL 30 3 ami > � T IS O s c v t a) t -r- E Q c �, 31 ate-+ 01 U 01 N N m I9 L Z : m S w S J S O , N O 1 L O C O N N N N N O % o T -E � v � .� wa m w d m o �- a �' 1i u' m ami Y m f � +0+ wm z2 z z � Ln N � > ;f LU M a Ln .� O O •^-� LL N O m M O .m N .--� O N i I L� N 56 N O .--� m Ln O Ln U] N Ln W .. N of N 1 N N N N N N N N N N N m N N N N j v 3 o v 3 o v 3 o v 3 o v 3 t v rvi> I QOQ QOQ QOQ QOQ Q0u < � ✓� d � N M d' hA /llf�` � �1 t fr�2 ,r 11 ONES '1 ,, lard 1 Nd��� wro�i �' ' // � y+ T(/✓/ �� /�„�'"t f� !� M � ,.!/' IAV y m �I�I ro y r I � r�pSv ma e�iYu e�a,A la � �" z P u��M�Qir,�o ,n /,,,,, �p ���rw,�nv✓n vofu,rroaoi !�1wia',�:u��ii�v! evro,�a�a 3 r, iui � 1 r �ar�aax�wraS u►u,� APPRAISAL REPORT (APPRAISER FILE: 20-1819) y y; ii 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 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. lgoo 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. U 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 f f . Andrew Sperling State-certified General Real Estate Appraiser RZ4177 andrew(a-)adw-appraisers.com Jonthan Whitney, MAI State-certified General Real Estate Appraiser RZ2943 ion(a-)adw-appraisers.com AUC 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 U 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. U 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 A . A 1111111q�ii­ =1 ��I' 111 '�­ ii Cost N/A N/A Sales Comparison $3,460,000 $201 Income Capitalization $3,340,000 194 Market Value Conclusion $3,400,000 $198 U 7 File#20-1819 LOCATION MAP LOCATION MAP p",011 [xr Buckh42ad,Ridgq ,, N.roqlaR:r4r �Ccor v µrewar ��o9 Hob42 S66hd W Indimantown �r F'a l (�� caeh, 'Moore Haven ]Piokeo Riviera Beach La 611e ........ cle wi�io i. ry West 84'h Royal Ilpalm Reach .be11e 61adl -- SUBJECT �,,� Lak�rw�aarth Arfkvy R. Wyn5each, r��?dauari°ra rr�uar��md W°d: W.fd._ ;IrrrrbYr"leakalbe I��nc�Cd�t�mi 1 Coral Springs �' � dV �nama��n�each; Tamarac �6, -"(d�Rdap,` oke', „y,� v"vduw6 T „:� 4�•,•�, "'' 1'tmTara LYS be '� I��ar7ta g i " 1 cwm 1 ^� � � 1lt1 1R e71e �C'cypress5,vwnp Lk 'wwu"y1a Ves Rr'Odlife Caop19,r cIfty M3110 il or�e r'r�:r a iew s, r�,� t{'aeach �r 11�ratr7aC May rc ypmw as V'+Irakmcaruab 1av-psa„aae nrth;lharrnia86aich �m i.�a rarll :�t yyy y 4111�';d'��'�ja� � i +, Ka dd s�oTuli �r `4 r ��N ,eitilaull �8a4Q Cutler MdIO, dr1r'>6r50,,',W, �921 &ro r rm�ry�;,Y'��1er�s1la,;ua .air m but, N�c�n'Iest�a� $ mp err: gwfl�ur�,. u ag $, a' 4-,,ven Ips"Ur U'kV, 99, r�+BrrPI�1"Fara La)k10 �win,Lr.. a- Y � U 8 File#20-1819 SUBJECT PHOTOGRAPHS SUBJECT PHOTOGRAPHS "` t✓lfie�f���mw u� ��uft a.:��e✓� 'tiw uu 1/ yrr G/ ;�v-, 1,�k�ltn '�f8111✓ ,i„) / � / 1%//// / if ��///� j/'^'- ;� 4 NVU1 JAYr ryy„r�%f i� r r rrc'� ��/ �✓f lq��w n � : �, S U v r�»,!�tMuwuta�W�il %�j J��/� g "'•,CA�� Y � o- d, of fri�liPray f YQ,;, YYY, .�.�,wu,mWr �.��✓e,�cr„v�, �T Bird's eye view of subject (outlined) facing subject's south elevation (surrounding area is proposed for redevelopment) U 9 File#20-1819 SUBJECT PHOTOGRAPHS v v Facing subject from E Ocean Ave (south and east elevations shown) r . a 1 i „w. West and south elevations shown U 10 File#20-1819 SUBJECT PHOTOGRAPHS f V� i fYI: Facing subject from rear public alley (north and west elevations shown) �II�`111�17i v Itltl Rear of Hurricane Alley restaurant bldg U 11 File#20-1819 SUBJECT PHOTOGRAPHS r d /�i�/rrf ari Facing east along E Ocean Ave with subject on the left i f rv� " W Facing east along rear alley with subject on the right AUCAMP, DELLENBACK&WHITNEY 12 File#20-1819 SUBJECT PHOTOGRAPHS i i I Y 1 , wvv 1 511 E Ocean: Owner's suite — Reception /open work area rf � n�ii ,�1YnYjnfl7rJlffiY�n��i�v)J%r7 , ��) Il�l�ihl I iullldnYi� � ,r �/ ,u A J% 511 E Ocean: Owner's suite— Lobby U 13 File#20-1819 SUBJECT PHOTOGRAPHS i Y frf r 511 E Ocean: Owner's suite —Typical private office , 511 E Ocean: Owner's suite— Open work area U 14 File#20-1819 SUBJECT PHOTOGRAPHS gi a, t Il'�j� F a �j����J r�/��1 VVI i��lllpYlµ�1��4�p���YIY VFW' ulilll� I 511 E Ocean: Owner's suite— Kitchen / Breakroom 511 E Ocean: Owner's suite— Rear storage area U 15 File#20-1819 SUBJECT PHOTOGRAPHS t� ��r r i 511 E Ocean: Owner's suite—Typical restroom r , y f 1 I ,fir 'r J; ry 511 E Ocean: 2nd floor 2-bedroom unit U 16 File#20-1819 SUBJECT PHOTOGRAPHS awl7fm - uww�w�uw yaw wmwwwwmww ;, �wWw miuwy A;WW r f II�10 ri �I r Y rml� 511 E Ocean: 2nd floor 1-bedroom unit— Bedroom mr,P t f j 511 E Ocean: 2nd floor 1-bedroom unit— Kitchen area U 17 File#20-1819 SUBJECT PHOTOGRAPHS i j 511 E Ocean: 2nd floor 1-bedroom unit— Bathroom 3 l, l 515 E Ocean: Vacant retail/office space — Interior hallway U 18 File#20-1819 SUBJECT PHOTOGRAPHS �W,li our ✓sr % ✓/ / � /i �,������� I Dili it� d�i f cul I p� � � /G/ll%�/1/ii�1F✓ji���/Dalin„' u!7 i I� yy Ill” �� ,��„r �✓ ` � ' �" '��� %loim'c �l✓ ,I" le I � q�n� ✓ I I I 515 E Ocean: Vacant retail/office space —Open work area M , w w, ti I 529 E Ocean: Hurricane Alley— Bar area U 19 File#20-1819 SUBJECT PHOTOGRAPHS r, I I S r�i/�i�iiirti 4 I i �"�jr �r r 529 E Ocean: Hurricane Alley—Seating area I r p � h SII �iillllm° i i i Ali rr, �l 529 E Ocean: 2nd floor office area—Common area U 20 File#20-1819 SUBJECT PHOTOGRAPHS woFf � k� e 529 E Ocean: 2nd floor office area—Common area breakroom U 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 U 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. U 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 the South, 81 feet thereof, and the West 7 feint 8 inches of Let I I Less the South 8 feet thereof, Bloch 6, ld0YTON, according to the plat thereof, s recorded in Plat Book I, Pa e 2.3, of the Public Records of' Palm Beach County, Florida. And The East 42 feet 4 inches of Lot 11, Less the South 8 fent; thereof, in BlocI , BOY TTO I, according to the plat thereof, as recorded in, Plat Book 1, P'age 2 , of the Public Records of PaIrn Beach County, Florida, °w " And d0t 12, Bloc) , ORIGINAL 170" OF BOYNTON, according to the plat tlu eu c f, recorded in Plat Book I, Page '23, of the Public .records of Pah n Beach 11 raty, Florida. .� V U 4 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. U 25 File#20-1819 MUNICIPALITY MUNICIPALITIES MAP rypu�urur.riy � ', +N w !1/i11r/Ar 9 h� M+w 9 �t/i/a xe� rrr �arral��a��a �Ir /� " �1>'r���/i/���f 1J �»`Ilir✓�JJ��JJJ�1� I ����f � � ol�j a •� 111/llrllf%1!%� ru � 1 r/ r�rii lr 1 i,(/ly, r llll��r / �'� '�('�G'�/�� r , f�J�11111J r%(�l/i/ ��� �� rwsr.,.(✓�%%/�r/ %/t/r lli%ir%%%iG%�'/q'/i r„ Bcf r�dxa��ac�O,rrrriii/ir w�,.w,iwine+an p 6r1y(>(rt�(J ry�v ua v�' ✓ �rf�r�/1���( /�� I�I�'/1�/i/// �/ III��i,ii��%IJl��f afaiaiaioirira/rr � /% // IUB i l/ lvr%/f%�/Mir r ��/ir%ff�j�i/rJ�Y1dA EtiPeeTeS' rll p(p ,PAI'wi-x�N1EaNA'H, Delray Be4ch x r df IWM�blr Fet � KG ,bN AArr M �•e ---� a , i V� I� m 9 K 6w' u i unroi.uvw.r ' tiu ummm v'unm u �, �`n mnn a+vat,+ e. u a AUCAMP, DELLENBACK&WHITNEY 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. U 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 U 8 File#20-1819 NEIGHBORHOOD AREA MAP � � r° „agar t wt'd ooi%,, /iia/i//////////////////////////O/O////////////////O/, % ;` -f• Idn iirr iq _... ���� kelJ. c;rnia^r of try'St ooBovnwilbuach /r �PtoniUr fl.nrVi ut r.,/r 4lbtl II r l.i^gra;;tC j u r„ ral._.. .. r utriVa'�"GfCbu p+llJ�rplPn+a h nri fl it i ri aar,r(�k� I�r';,gtlu7lrr l„Itlli;Vi� I% OF e r r;�;,rs.l�,ll,YimuJl IAi,„rrr,tl @k4;tiY.S,. SUBJECT W^d lHuvNutl rryn Rel)ch 18IrrJ f¢r+irturrhVr r,rb ., hilaL a,il,t.pt 4r rlY Iasla,Y__ , Ag / 1,11p,Unil r+Yi (KID I SII lunra ivairi ult. al�� � V'Wyu9r'r�,,,,s+mlr clY Ir 41ixwlr Ll)--A- M” -r- �7frr�ina/ uI iltyrtl �%1.7o:¢,iu F�rrretrrlrvrilP� /l n, ,�.. 'Ii,,, �dwd,w9rprrrf rVror%t � A 6'; f Ira.,i;:.I;':,d/rl� I; u r, w,urlw Pork i. I„aai,all,s L. :�Ir. �. Il,,�,l L' d” Ir.. r Grrc 6 r. �,",0 li/rc ,,,.,. i r r..l it G.v.l._,.I W ../ iPe drl6-�"fklllrl I.ai4-:, h¥,am'a i/tnrrrr ru<u,wiCh..jf, R's f YI1I IIJ�atdhr�rkrt:Rd 1<a+/IPr c:lht ld9 lfl`Q f�ip,l f'4 Yle�) 1'N III IY ( �1�j%/a 14�Y 4r•�tl tr, I,,:y l'>; � f AUCAMP, DELLENBACK&WHITNEY 29 File#20-1819 NEIGHBORHOOD NEIGHBORHOOD MAP r Town S uare Marina Village r,,%h, ;' J ni,1 /air siirllFIJI/1�6 myirnryl � itiviN�,�rJYVJ�I>� h u�i�iY� r �i� ��� ������ �rV1 Y, a, 500 Oce � �lrr <J I/ r� r r AUCAMP, DELLENBACK&WHITNEY 30 File#20-1819 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. U 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 4th quarter of 2019 to the 4th 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 4th quarter of 2019 to the 4th 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. U 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. U 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. U 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 • ism 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 4th quarter of 2019 to the 4th 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 4th quarter of 2019 to the 4th quarter of 2020. This vacancy rate had been generally decreasing in recent years, but has recently started to increase. U 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. U 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 tt, tt tt. tt tt: tt° t t t t t t t t t t t 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 22,0331,2021,102 1,248 1,810 2,181 22,756 4,049 33,737 3,780 22,792 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 42,742 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. j2, 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 • New we 2006 200 $1,104,228,600 $117,471 - $126,900 - 9031 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%. U 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. U 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. U 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) U 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. U 42 File#20-1819 SUBJECT PROPERTY SUBJECT TAXES . . r r ® ® . EM 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 U 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. U 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 U 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. U 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 U 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 U 48 File#20-1819 SUBJECT PROPERTY ZONING MAP u L/" 01, mm w� lu mwu� I }.,. i of r & u L-4- .......... -------------- ...... ' ' - /.... .... AUCAMP, DELLENBACK&WHITNEY 49 File#20-1819 SUBJECT PROPERTY AERIAL PARCEL MAP Subject is outlined in red j � ,.✓i it �� v" r /F�fE 9st Awc ..,, „ f, ,� ,,,,(�I�,t s. fir r r arm ��. 4 � P � ECA�eara Awe / r e�r7 Awry r/r/ r E C1� } loll v / 1� �r >� � ✓ ,""" w I I// ro / mf U/ii / �I I i i IIII I IIII wjil li� ratrnu mama�iiai� i/ate// � r r r U 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. U 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. U 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. U 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. U 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) U 55 File#20-1819 SALES COMPARISON APPROACH MAP OF COMPARABLE PROPERTIES (E s flw try r "KYar°Wfi:� N�U b L NF a s Gardons s p, V. 14prd.Sale i;R Be ki GIIade Beach will III'�W rU" � N��"i INr�IIf� ynto foo Delray Beach �pYB Ratofi �._ ! � Swale INS ..... E4+°orgVar.°clefs; and,iar�.An isoFort, S Taylor` W Lai � NIS No. m H011rod pp �['f!'m iovedj Sale No. 2 w�r��aa�"nA u — Miami r � Ahce T AUCAMP, DELLENBACK&WHITNEY 56 File#20-1819 SALES COMPARISON APPROACH COMPARABLE 1 IIIIIIV�� t � r „ii JIM wx /ifir IN lYll' /1/ I 1 � I 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. U 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. U 58 File#20-1819 SALES COMPARISON APPROACH COMPARABLE 2 Io i p, 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. U 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. U 60 File#20-1819 SALES COMPARISON APPROACH COMPARABLE 3 m, o .W tt:!aiwmrrvia u"", r ryry�� r 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. U 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. U 6 File#20-1819 SALES COMPARISON APPROACH COMPARABLE 4 Ou Hf� 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 U 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. U 64 File#20-1819 SALES COMPARISON APPROACH COMPARABLE 5 Ilpllllllllllllllll IIIIIIIII III Illllllllllllllltilllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll,IIIIIIUIIp���� g ' i i �� � i VIIvv.^i^uirrWOu z a 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 U 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. U 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%. U 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%. U 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. U 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 Average Avg to Good A\tg to Good A\tg to Good Average Quality A\,g to Good A\,erage Avg 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% U 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. U 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% U 7 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. U 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 4th 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. U 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 SE 3rd Ave 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 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. U 75 File#20-1819 INCOME CAPITALIZATION APPROACH MAP OF COMPARABLE RENTALS Ill age PoyMe 13 On>UlF"Ie Green u a w, r �..........._ ._.-.w._� . _.I 5awway Bwd 7 wn11at@ Bea0 Qh School o in I�'!"I'ICVCYi 'U. ,... w . m C t Iii R I � ' ....____.. .., ...._.... ..,.,.,._ r� ,. E III p U R E V I L IIIA:E Ur°wWPA R U 76 File 420A819 INCOME CAPITALIZATION APPROACH PHOTOGRAPHS OF COMPARABLE RENTS ori I 1 P Rent 1 Rent 2 i r'S II � IOt Rent 3 U 77 File#20-1819 INCOME CAPITALIZATION APPROACH Rent 4 a ' lit ti 1 � la : Rent 5 l I✓r II(f Rent 6 AUCAMP, DELLENBACK&WHITNEY 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. U 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. U 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 U 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) 111011111'!1!1111111 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 wentdark&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 U 8 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% U 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. U 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$7$25.00/SF) ) $76,403 Market Rent (1st floor owner's space) (4,654 SF at $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 U 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) U 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. U 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. U 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 U 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 U 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. U 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. U 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. U 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) U 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) U 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) U 9 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) U 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. U 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. U 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 U 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. U 101 File#20-1819 AREA DESCRIPTION AND ANALYSIS a61Area in Square Miles:: 2,5'78 Population wu10 Lake Okeechobee dmiles) 1„974 2016 ACS fAineriicwCommunity Survey) 1,443,1,819 Average Max.Temp.: 83(f) 2019 Censuus 1,329„134 Average Low Temp.. 67 I(f) Average Temp.: 7.5(ff) Roptrllation Projections Average Annual Percipitatiom 62 fhn.j 20219 1,4655,944 TirameZone:: Eastern 21030 1,619,994 2049 1,73,5„11x4 Meeting Facilities ResartslHaleIa/L,adgiiing Facilities 2DD R.es€mrt Hotels with Meeting Space 513 Trental Rooms 17,099 Convention Center Total Meeting l Space(s.1) 145,„00D Total Space(;s.:r.) 350„00D likedicawt 616) HospAaails 34 Physicians'Offices 1„992 Dentists'Offices 7156 Sena 9,Agle(2016 ACS) Financial 12D1); Male 696,,414 Banks 55 Fernaee 745,3,96 Branch Banking Offices 455 Under 5 74„578 Deposits(>7miltlians,o; $59,,628 5-14 years 155,270 15-19 years 81„177 Labcrir Force 12016,arrg..h 20•-34 yeas 251,216 Labor Force 7101„5.13 35-44 years 164,543 Employment 676,285 45-59 years 291,552 Unemployment Rate 4.8D 60-74 years 254„547 75+years 170,927 TamtAl Nonagriucullural Employment(thousands) 698,1 Median age, 44.7 Goods Prod'uucirag 5:3.5 Construction 343 Housibgi 12016 AcsG manufacturing 19.1 Total tma+using units 683,,543 Seroce.P'raavOing 554..6 Occupied housing units 536;446 Wholesale,Trade 2:3A Vacant housing units 147„0197 Retaill Trade 79.7 Homeowner vacancy rale 2..4 Trans-,Warehousing 8 Ctil'ltires, 123 Rental vacancy rate 9�.7 Information 1D-9 Average household&iae 2.65 Financial Activities 393 Finance and,Insurance 2.3.7 Economic i' 16ACS) Prcofessio nat and l3uastneuss Services 110-0 Ouaumty Average 1u41'age,12M 6) $51,843 Pro.,Scilientiffiic 8 Tech.Services 463 tdledran Flarmity Income $79,939 twlmglt:.of Companies 8:Enterprises 11..D Per Capita income $3.5,732 AdumminiiistratNe and Waste Services 52.7 Median Eamiingis For Male Education and Heatth Services 96-9 FuHI-Tmrme,Year-ROumd Workers $45,116 Leisure,and Hospitality, 86..2 Median Earnings,Fan•Fermate Accorn,madatibn 3.Food Services 68..D F0-Tirme,Year-RoundWorkers $39,032 Other Services 32.7 Edn,cation(2016:Acq —7h—F.ddaD w^Wenamns—uacftaitp.USC- aB-- m—fl— E'nrDUrnent( 12� 209,959 l"IS-me MIS,Eamon,13-91.0k:EM—H.9 rr.�m—yM17,F�d—U Education attainment-25 years+ 1,054„130 oeq—"9ftwaince c4arwabmm S mmmwp'a neradh Juane IV17R PNm 19emcth C—ft Cmme t w' mmmtirmmma-®a�mw 16achelocs,degree or higher 35.0%, Business Development Board of p' detach County„'Inc. www.bdb.org AUCAMP, DELLENBACK&WHITNEY 102 File#20-1819 AREA DESCRIPTION AND ANALYSIS -R, TI !I, /1 n7W4e;�IXll {{:r 7,110,010 Wo MEMO M,!N Kwrtw '% �Wn ammrnnm r maa i.er» �mm���.m WEED Ja lit FEB MAR: APR ENGAGEMENT LETTER ENGAGEMENT LETTER AUCAMP, DE1,LYNBACK. sr, APPRAISERS 8 GONSULTAN`rS Ocluber 2 2020 Mr- MicJtael 113)vinon Exemitive Il irector Boyintion Beach Gaminniunity lq:edeva[opmenit Agency 100 F Ocp,,,i n Ave 8oyntorii Bead,j. FL 33435 RE: Appraimaill of IReal Pirioperty Retail—i Property 511 —529 E Ocean Ave Boynton, l:BPachi, FL 33435 Dear Mir. 'Splirnori, As,ireqluested,we are pileased tio solt�rnil 111ts, Cangigemont lotter f(,)jr AjLpc;5mp,DcllenbacR Whitney to providle appraisal slerviices, Tfiefollominig mAliinies 1he scope of woo k Nx, fl,ris assiqnmenk: Qhcml: Boynton ff000&Ca,mmunity Redevetopirnent Agency U sejr. Boyintnin IBeach COMMUnilly Redevellapirment Agency Use: Asgjvsl arty ,N ft,,,,1iaja(j I()lburiner�,dezc�mmns PurpDm EsUrnate Market Value in"as is," riondflian Peall Pmperlyl 5111 —520 E Or(,-,nan Ave, Boynton Scach,FL 334a5 linteres,L Feimple Interest and-lot 1-pased Fee 1111FeSt(JM05t rel'evinit utdizied) Valtua lion D a te ClUrilienil Date Vu�l mift i A ppi ma�:l i4a: Salllv5 CQiflipaOsun,Approacb and-or mcome Caplial,17,111011 Approelch ;pili Visit: 0 Yes (Initeocir and Exterior) Repoji I Format-,, Appiaisail Repod Fee; S3,,000(due at u101rnplemion) Delive-gy" VVith'ijin 2 - 3 weelks of enga,gemenil Other- TIfle subjecl coniii to of thiltre adjaceiA multipitii office-retafl buildings, Land vallue and ifflprOVed Ve11UP,,wifill the disciussed,vvfth the higher of the two,values used as the basis for the market vakie conciusi,on, 1" j ,,"`,, . ;J,j T�I AUCAMP, DELLENBACK&WHITNEY 104 File#20-1819 ENGAGEMENT LETTER AUCAMP, DELLENBACK & WHITNEW Thjappraisal assigumenill and mport wJ1 tw prepared Vi aicxordionce w4h requirements cif Vie Uniform Standards, of ProfessianM Appraisal IPiractice (USPAP)develqpby the Appraisal Slandards IRaardl of the Appral'sal Fuurldation, wilb thio-Appcai5jl Inshtute's Code of ProlIessional EV)ics anid 5w)dards, f Profen siorials Appraisal Practire, and vidh Vie mquireiments of the state! iof Florida (,of stata-cwtiified general real estate a ppraise�r s. Any aidiall costs,Jj'xl'udhvg cimitt costs and out alloviney cosm, associaled with,rion-payment of the fulil appralsal fee willl be Ipaid by the diaW as lisledi We Ilook lomaud to,worki'ng wiO',,l ii youorni ths assignmetil, Please cirintact: me i1you have ally quesfions Respectfully submitted, Jo; than Whitrmeyl, MAI State-cartified tmural Real Estate Appirmser RZ2,943 EQ hAENjALq1D A(A'P E-Ptd_lr-N My sVgniatuire ixid:tales ackriowledgerneril and agreeirrieril w4h 11"ie above leirms au d ciondiVions (or pedwrning thh4 assigniriverif. ...................................................... ............. .............. 1'� 'U I nized Signatulfe Leat.... .......... "'Y'�V k �511k, '�C) F] �'JUDA' 7 AUCAMP, DELLENBACK&WHITNEY 105 File#20-1819 ENGAGEMENT LETTER N �,N public The Royntori IB ache Cornrrlur6ty Redevelopment Againicy is Dubliic apaniav Subject to i 1,19, FloiddaStatoules. The Contractor shall,comply with Florldia's Plubillic Riarc)irdl Law', Specificatly.the CiDfltractor shall. 1. Keep and maiintain,public Irerords that crMniahly and necessarily%vauld be requited by the C IRA un wdor to porform the servive; 2. Provide 1he pu tilic,with au,.r ss to stxh public, recaOs on diiii saimo tiumns and condiflions,that thie. CRA would privide 1he recards anid a[a cost thal.does nW exceeld that piovided iin Otapler t 19,Pia-Slat,, or as ollti,erwise provided by law� 1 Ensure thal,publ$G recordl%that aria exempt or lhail aire cotifide,init)W and exempt froirn pubVic recutid re4quireiinents i, riol, disdosiald exicept as aUtIrl'.0rized by lave,, and 4, M10-011'4111111 fix, roaiioiorvg public iecoirds, tarrd transfer to thie CRA,,ail nio,cost, 4,111 pubfic re-r ords in,possessiioin c(the cantiador upon termination of lhip,1701 81nd dr`tSlrii,)y airiy, duoicaie pubht recards 1hal are exetnpl oir coifidenhal and exampt,All reoards,stored ie9edroi6icatliy must be provided to the Uty in a format that is compellible vift)n the infoTmaflon technology systems at the agency, The faflure of Contractorto comply wilh Me provisions set forth in this agreeireinUciontract shall 0011slitute ia DeriauU arld Bleach of this Agrecimont, 111'Contractor faids to cum thic de(01.111 Withifli sievein (7)days'nioboo lui ft CRA, the CIRA may Ivri-ninallo th�,Agreoment, W "",I 'K I l. '� ! V—I I I: 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 III 44uu Aucamp, Dellenback & Whitney 1900 NW Corporate Blvd, Suite 215E Boca Raton, FL 33431 iN 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 U 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 U 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 v�o p u � STATE OF FLORIDA DEPARTMENT F'B SHIN � y] IFIE SIGNAL REGULATION FLQRI I � ,� IAL BD THE CERTIFIED N /�'� 1 1 I� ` 1 V F)ED UNDER THE PROVI OF A f �4 5 ,fT TT,UTES / 11 ����1, err} (i /iul��j�,(NHr1JJrfZIl1JQ ( % ���aur✓4`Jt l/01") J'/ 0- /�Nf� f dA!r� �y �lJ�llV� jl� f +lu.i RATIO�KI E1 � t ?8n EXt�I 2020 Always versify licenses online at MyFloriclal-kense.corn QQ Do not alter this document in any form. ■ This is your license.It is unlawful for anyone rather than the licensee to USe this document. U 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 U 110 File#20-1819 APPRAISER QUALIFICATIONS AND LICENSE Roan DeS—tis,G—nar Halsey @eshears,Secretary l�Clrlllcl pr STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REQ T }�l9 PRAISAL BD / �� f�t THE CERTIFIEDFIE�tLfTIFIED UD9DERTHE PRC7Td151p ' E � , F� TQTUTES ip u j l/lu�f, P / EXPI',RATI� rt`��„ UVW N©ATE: �OUEMBER 30,2422 Always verify licenses online at MyFloridaLicense.coin 00 Do not alter this document in any form. ® This Is your license.It @s unlawful for anyone other than the licensee to use this document. U 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 3r'llichx6l &rnon, 333 RA, CF13P 3333 Boynton Beach CornrnunIty Redev of ,,)rnxu° t Agency 1.33 E. Ocean Ave. 0 Boynton Beach, Roi da 33333 331...333 9091 0 331 /3/ 325 &rnonM@[)[)fl.us 0 http://www.boyntonbeachcra.com Cr .� YNT -l� MJ�JJIIIfIIIP»11)J!, E C RA COMMWY1111111Y America's Gateway to the Gulfstream Nlease be xdx sed that RoiJda Ih as x Ihbiroa 1 llxu. ,flluc recoi ds Ilaw and A1 coin eslpouideiii e to me Va ernalill urnay Il) sull)pxct t c lisdosu ire.0 dein 311oiJdx recoi ds IIx M ernau1 xdrlu-xxx x xu-x llxu. [ lluc recoi ds. �Ihei xf i e, 3 u it e rnalill cornrnuncat:on and 3ouir x rnax ll addi ess may be su [)l ec to lxu,flllic cIlisdosu ire. 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 (haver@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. 3r'llichx6l &rnon, 333 RA, CF13P 3333 3xecu. Hve Diirec: u. Boynton Beach Cornimunfty Redev 11 llxrixu° t Agency 1.00 E. Ocean Ave. 0 Boynton Beach, Roi da 33333 � 561 600 9091 0 331 /3"/ 3258 &rnonM@[)[A.us 0 http://www.boyntonbeachcra.com BNTJ �� America's Gateway to the Gulfstream rullxase Ilex xdx sed that RoiJda Ih as x Ih)iroa l llxu. k lluc recoi ds Ilaw and Al coin esl-)ouideiii e to me Va ernalill urnay Il) su k)l ect t c lisdosu ire.0 dein 311oiJdx recoi ds IIx M ernaull xd direxx x wire llxu. [ lluc recoi ds. Lhei of i e, 3 u it e rnalill cornrnunradon and 3ouir e rnax 11 addi ess may Vxx su [)l ecp to lxu k lllic cIlisdosu ire. 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. 3r'Iliu~Iha6 &rnon, 333 RA, CF13P'u 3333 Boynton Beach CornrnunIty Redev of ',)rnxi° t Agency 1.00 E. Ocean Ave. 0 Boynton Beach, Roi da 33333 561 600 9091 0 331 /3/ 325 &ice nM@[)[)fll.0 s 0 °' http://www.boyntonbeachcra.com J 1 9"), / 4 N IT J � �11J1�»»�11J1� llW EAC f °°"' IYIIIIIIY114 IIIE F @ "'1111" E.11140 America's Gateway to the Gulfstream Nease be adVsed that LII iJda Ih as a Ihbiroad llpu. ,fllic i ecoirds IIaw and A1 coi-i- sllpoiid iice to ne Via erna�ill irnay Il) sull)pect t cflsdosuire.Undeir RoiJda uecoir is Ilaw, ernai1 addiresses ai e llpu. [ llic i-words. �Ihei of i e, youir e irnalilt cornrnunca on and youur e inalill addi ess is y be su [)l ecp to 1pu,flllic cIlisdosu ire. 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. Kiu~Iha6l Shrrion, 333 RA, CF13P 3333 ExecutV ve Diirec oir Boynton Beach Cornimunfty Redev 11 llprne° t Agency 1.00 E. Ocean Ave. 0 Boynton Beach, Roi da 33333 331...333 9091 0 561 /3/ 325 &rnonM@[)[)fl.us 0 http://www.boyntonbeachcra.com . Fill BOYNT alar 1 , miwUl�y1)11191111111UIIIPIIi»J11JJ E ,c ,A IIIA"'IIS"y REDWI EII "'II�11EENC America's Gateway to the Gulfstream Nlease be xdx sed that Ronda Ih as x Ihbiroa l ll-m lxlluc recoi ds Ilaw and AI coin esl-)ouideiii e to me Va ernalill may Il) xu [)l ect t rllisdosu ire.0 dein 311oildx recoi ds IIx M ernauIl xd direxx x wire llxu. [ lluc recoi ds. l Ilya xf a e, 3 u it e rnax 11 cornrnuncat:on and 3ouir e rnax 11 addi ess may be xull)pcc t llxuflxlllic cllisdosu ire. 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 Girant _w x3u. T " �Irlie�3xiiu~xll d �u.O. Box 3�� 0 0 Boynton Beach, Roi-ida 33425 3 E. Ocean Ave. 0 Boynton Beach, Roi ida 33333 t 561 732..331.3 u'antS@k)k)fll.0 s0 F V)oYinton II)eaclh . irg/ pig i , IIIIIIIII1° 3 Nlease Ilex xdx sed that R i da Ih as x Ih)iroa l Ilxu. k llic i ecoirds Ilaw and A1 coi i eslpoiideiice to me Va ernaldd irnay Il)x su [)l ect t disdosui e.Un eir Roi da uecoirds IIx M ernad1l addi esses xi e Ilxu. [ llic iecoids. �Ihei of i e, 3 ui xi'naddl cornrnunradon and 3ouur ei'naddl addi ess may Vxx su [)l ec to Ixu [ lllic disdosu ire. 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 ,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 IShutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 1110 lI Illy oil I mcpE 1 V VAWySh utl.s.coiiiin 1%ma From:Tara Duhy<Ft Im �..i..wCij tt,�Ja w,g)iii n> Sent: Wednesday,July 28, 20215:14 PM To: Harvey E.Oyer, III <II„mlll( J w l lllww Us ciiµwini> Cc: Christian Macoviak' < w k � ���)r , ' y' . �bbfIN o-imj a>;Simon, Michael ' �u���W� 4y�u�uw_d�uuuw:���-, �>' Shutt,Thuy'<91 > 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<II�Ilwy!^iir( I jgtts u,.orn> Sent:Wednesday,July 28, 20214:54 PM To:Tara Duhy<tl:d: Illhy@pii� 111 w onw > Cc: 'Christian Macoviak'<ciii is ovua�Illw(��! �oiiir Fuiu ui cnuwwl> 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 II Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 iuoui�o ioi im From:Christian Macoviak< iu m . �,�:" .i. kC2 2�eiii;iiinstt �,, � muiiui> Sent:Wednesday,July 28, 20214:45 PM To: Harvey E. Oyer, III <I P!I ?,� �Jt , „C01111n> Subject: Leases hNIP'�l ll..., l lii::,� re!�;�9�, i1 s::oo iir i�:a P��.�u°�r� a�kfs.�i .la,, :a fly "pl Il �.i...l2a �.i��°�r� til a� ;aC°a'. iu If�c::u iq� f flr!�spicflid, c1lick an,,, IiIriI<s oil oiuQ°:r: ailu 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, Thu 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 f Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 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<,U Sent:Wednesday,July 28,20214:54 PM To:Tara Duhy<tidUhp 24 o-w[a :: > Cc: Christian Macoviak < uawa :aa . a' u.......W.!!'" `� u aa cora> ua . .:m........... :u Subject: FW: Leases U.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. 1 Christian,do any tenants have a unilateral right to renew their lease? Thank you both. Harvey Harvey E.Oyer,III Partner II Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 [N-q [. E'-- i1 � Pff] From:Christian Macoviak< um« ciii III VIII"'�VIII RwwI '', mmIllm'm�mmU> Sent:Wednesday,July 28,20214:45 PM To: Harvey E.Oyer, III Subject: Leases is ., 4;� �a �tu,. ��.f sd d x ^ P Q lflrrii, r .,. .i Y. .,.r,., � r., < .. ,,�. ,.,i VII,.a �..IIiI:�.,�IIL a.�lu��u�u�..:l�.a.� �I��.�IY�I� ar4:l,.�1�.9�,.� �.�� �I���.� �.�V...fl9..� II V�..� ��,Iq�l��:l � �d�l.�'��u�l, II.��„� u�r��f. o�.�"sl,.��.��u��4, �.aCla�s1 ��Iu�; Il�l��fln..d u�l aAlr:�:.!� �.�u4,�° un�ess YOU 1krllust the se ilriei arid ,now the content us saff"--:, 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, Thu 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, CP313, LRES Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Beach, Florida 33465 561-600-9091 I 561-737-3258 SimonM@bbfi.ushttp://www.boyntonbeachcra.com 1101��f�J�1f1#31ff COMMUNITY Ii i[,ltmmBEAC CRA M (�II'14 "AG `Y' Ameri "s Gateway to the Guffstrearn i 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 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�]yer / ) >; Utt8rbaCk,ThGresa >; Kenneth Dodge lawcorri�» 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 becoordngthe 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, LRES Executive Director Boynton Reach Community Redevelopment Agency 100 E. Ocean Ave. I Boynton Peach, Florida 334.35 561-600-9091 Ilia 561-737-3258 SimonM@bbfl,us http://www.boyntonbeachcra.com mV nmm IpYI BOYN i w �m �� ''iiiiiBEACWIIIWIIIIIIIII 0u RA !!�V !! 2 , merical's Gateway to ttw Gulfstreann 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<ciirnac Mu it(4 �2 er1m°���m.murairice.,c i > Sent:Thursday,July 15, 20213:57 PM To:Simon, Michael<Swiiiiinl�o� ulM �: I�:bf�llLu s> . ....._...._... Cc:Shutt,Thuy<Sllhmutw�i b fink s>;Tara Duhy QL11fh ' llllw 111 m1 .m iu m)«mjr:llhmy�mti(III i mw rfiiirmmm>; Harvey Oyer (1�7o w �c II°muwtw mwfmof)<Il�w:�er ff m(ffrll m m mr uTq�>; Utterback,Theresa Subject: RE: 500 Ocean Properties Thank you for the information. I will start to get documents together. Take care. Christian From:Simon, Michael<Skirpwffmmmi @L..1 L tj > Sent:Thursday,July 15, 20211:06 PM i .i irm":mnce m:oirrr> To.Christian Macovia r�.mmm��< mr�m.:�si.�� �� :��.yf�mmmmmmit.. -....�.. Cc:Shutt,Thuy<Shut F .bb1i a ,>;Tara Duhy(j:�ILA�y,(."21 w 114,E=)<jrimmllhmy„ IIII Ill�t .;,iiipmr>; Harvey Oyer (jmmr rs I��ut f fy tmmrm)<Ihmi,y f urrbgt ogl>; Utterback,Theresa<L_mt:te IlmmadkJ allflkr (w mt> 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 IIla 561-737-3253 SimonM@bbfl.us I http://www.boyntonbeachcra.com B R,A, El BOYN I��II«<1�1�q��1<«01!l11111�! COAAAWKYREDEVELO!"MENT AGENCY i1911 rn irica"s Gateway to the Guffstrearn 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<i iilwnrtP ytl i m y irii:suirance.coirn> Sent:Thursday,July 15, 202110:31 AM 4 To:Simon, Michael ��:�hut�Thuy Tara Harvey Oyer Subject: RE: SOOOcean Properties Good morning Michael, Thank you for bringing the discussion of the possible sale of our properties to the CRA board. | 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 xveare going 10need tostart todiscuss the other terms. Please let nneknow what sort ofinformation 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 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and 500 Ocean Properties, LLC (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public records of Palm Beach County, Florida And Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. And Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Property Address: 511, 515, and 529 East Ocean Avenue 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Three Million Six Hundred Thousand Dollars ($3,600,000.00), payable in cash, by wire transfer of United States Dollars at the Closing. 3. DEPOSIT. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 2 of 16 3.1 Earnest Money Deposit. Within five (5) Business Days after the execution of the Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of Fifty Thousand Dollars ($50,000.00) (the "Initial Deposit"). Providing this Agreement is not otherwise terminated pursuant to the terms herein, PURCHASHER shall deliver to Escrow Agent an additional deposit in the amount of Fifty Thousand Dollars ($50,000.00) on or before October 151h, 2021. The Initial Deposit and additional deposit are hereafter referred to as the "Deposit". 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party pursuant to the terms set forth herein, Twenty-five Thousand ($25,000.00) Dollars shall be released to SELLER within ten (10) days of expiration of the Feasibility Period (hereinafter defined). The remaining Deposit shall be delivered to SELLER at Closing and the Purchaser shall receive credit for the full Deposit ($100,000.00) against the Purchase Price. If this Agreement is terminated during the Feasibility Period for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before December 17, 2021 (the "Closing"), unless extended by other provisions of this Agreement or by written agreement, signed by both parties, extending the Closing. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Warranty Deed complying with the requirements of the Title Commitment (hereinafter PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 3 of 16 defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER and its designees shall have sixty (60) days from the Effective Date ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase 11 investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this Agreement and receive back the Deposit. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary or convenient in the testing and investigation of the Property; (ii) to the extent practicable, shall repair and restore any damage caused to the Property by PURCHASER's testing and investigation; and (iii) release to SELLER, at no cost, all reports and other work generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits of sovereign immunity as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions shall be paid by PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 4 of 16 Seller prior to or at closing from Seller's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have thirty (30) days to diligently and in good faith undertake all necessary activities to cure and remove the Title Objections (hereinafter "Cure Period"). In the event that SELLER is unable to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, to the satisfaction of PURCHASER, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) extending the Cure Period and the Closing for one additional thirty (30) day period, or (ii) accepting the title as it then is but using such portion of the Purchase Price as may be necessary to pay and satisfy any mortgages, outstanding utility charges, delinquent property taxes and/or code enforcement and contractors' liens or other recorded claims of lien upon the property, or (iii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Prior to the Closing, PURCHASER shall have the right to cause the Title Company to issue an updated Title Commitment ("Title Update") covering the Property. If any Title Update contains any conditions which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning Title Objections. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within three (3) days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1 Copies of leases for all commercial and residential tenants occupying the Property. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 5 of 16 7.3.2 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.3 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property, if any. 7.3.4 Prior to the Closing Date, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from any Governmental Approvals. No later than thirty (30) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to Closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 6 of 16 8.5. Occupancy. The Property shall be conveyed to the PURCHASER at time of Closing subject only to the existing leases referred to in Section 7.3.1 above. Seller shall not revise any existing leases or enter into any further leases or otherwise encumber the Property prior to Closing or the termination of this Agreement. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the SELLER'S Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments (collectively, "Closing Documents"): 9.1. Deed. A Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER an owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non- foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 7 of 16 to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.4. Closing Costs. PURCHASER shall be responsible for recording the deed, half of all general closing expenses (settlement fee, courier fees, overnight package, etc.) and all title insurance expenses. SELLER is responsible for documentary stamps on the deed and half of all general closing expenses and their own legal fees. All other costs of closing shall be borne by PURCHASER. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 8 of 16 information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental agency department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the date of this Agreement and the Closing, without PURCHASER's prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Additionally, SELLER represents that SELLER will not, between the date of this Agreement, and the Closing take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee other than those disclosed by Section 7.3.1. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 9 of 16 11.6 SELLER shall not list or offer the Property for sale or solicit or negotiate offers to purchase the Property while this Agreement is in effect. SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of Hazardous Material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). 11.9 SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the date of this Agreement and the date of closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 10 of 16 encumbrances of record which will be discharged at Closing). 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2 There are no facts believed by SELLER to be material to the use, condition and operation of the Property in the manner that it has been used or operated, which it has not disclosed to PURCHASER herein, including but not limited to unrecorded instruments or defects in the condition of the Property which will impair the use or operation of the Property in any manner. 11.13.3 To the best of SELLER'S knowledge, the Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 12. DEFAULT. 12.1. PURCHASER's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 11 of 16 untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have fifteen (15) days from delivery of the notice during which to cure the default, provided, however, that as to a failure to close, the cure period shall only be three (3) business days from the delivery of notice. Both parties agree that if an extension is requested, such extension shall not be unreasonably withheld. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: {INSERT SELLER INFORMATION} If to Purchaser: Thuy Shutt, Interim Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 12 of 16 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER shall indemnify, defend and hold harmless the PURCHASER from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by SELLER on its behalf with any broker or finder in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents the following, as applicable: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 13 of 16 conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. To the extent that any litigation should be instituted by SELLER, either directly or as a third party, to prevent or prohibit PURCHASER from disclosing or providing documents involving this Agreement or the transaction set forth in the Agreement pursuant to a public records request submitted under Chapter 119, SELLER agrees that PURCHASER may either: 1) defend the claim up to and including final judgment, or 2) interplead the challenged documents into the court. In either event, SELLER agrees to pay PURCHASER's reasonable attorneys' fees and costs, both trial and appellate. 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days and which are less than six (6) days, shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 14 of 16 next full business day. Time is of the essence in the performance of all obligations under this Agreement. Time periods commencing with the Effective Date shall not include the Effective Date in the calculation thereof. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 18.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party unless otherwise provided in this Agreement and subject to the limitation of sovereign immunity as provided within Section 768.28, Florida Statutes. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 15 of 16 18.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10 Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida without the prior approval of both parties. 18.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER set forth in this Agreement, shall survive the Closing, the delivery and recording of the SELLER'S Property Deed and PURCHASER's possession of the Property. 18.12 SELLER Attorneys' Fees and Costs. SELLER acknowledges and agrees that SELLER shall be responsible for its own attorneys' fees and all costs, if any, incurred by SELLER in connection with the transaction contemplated by this Agreement. 18.13 Sovereign Immunity. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the PURCHASER, including those set forth in Section 768.28, Florida Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY 500 OCEAN PROPERTIES, LLC REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: Title: Chair Title: Date: Date: PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 16 of 16 WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 01527477-4 From: Ken Dodge To: "Harvey E.Over,IIP' Cc: Shutt,Thuy Subject: RE: Purchase Agreement(551-529 E.Ocean Ave.) Date: Friday,September 3,20213:33:34 PM Thank you Harvey, I will be discussing your responses with my client and Thuy and I will coordinate a call with you next week. You too have a good weekend. Kenneth W. Dodge I Executive Shareholder Board Certified Real Estate Law 360 South Rosemary Avenue, Suite 1100 1 West Palm Beach, Florida 33401 kdodctg Ilw-law.com II 561.640.0820 &ard II Website II Bio I loin us online LEWIS L LW' J L NUMA WALKER The information contained in this transmission may be legally privileged and confidential. It is intended only for the use of the recipient(s)named above. If the reader of this message is not the intended recipient, you are hereby notified that you received this communication in error,and that any dissemination,distribution,or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply email and delete the message and all copies of it. From: Harvey E. Oyer, III <HOyer @shutts.com> Sent: Thursday, September 2, 20215:33 PM To: Ken Dodge<kdodge@llw-law.com> Subject: RE: Purchase Agreement (551 - 529 E. Ocean Ave.) ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ External Email ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................� ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ................... Ken, Good afternoon. I have talked to my sisters. Please see our responses below in blue. If there is a deal to be had here, we should figure it out soon so that we don't waste each other's time. If you would find it productive to have a call between the two of us, I can do so on Tuesday if you are free. I think that we could figure out the few remaining issues fairly quickly. Just let me know what times work well for you. Thank you. Enjoy your holiday weekend. Harvey Harvey E.Oyer,III Partner J Shutts& Bowen LLP Tel: (561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 Bio J E Mail J vCard J www.shutts.com L. From: Ken Dodge<I<dod eC@llw-law.c:om> Sent: Wednesday, September 1, 20214:53 PM To: Harvey E. Oyer, III <HOyershutts.c:om> Subject: RE: Purchase Agreement (551 - 529 E. Ocean Ave.) Hi Harvey, our responses to your e-mail are set forth below. Thank you. 1. Again, this is a net deal. We will not pay any closing costs. We have offered the CRA a purchase price that is lower than market in return for: a net deal, closing prior to end of 2021, dealing fairly with our tenants. If this is not something that the CRA can do, please advise. We will advise the Board of this request, informing them that documentary stamps on the deed is normally a Seller expense in CRA acquisitions. Please let us know the response as e made clearfrom the beginning that this is a net deal. As a compromise, I suppose that e could pay for the title of the CRA pays the other closing expenses. That way, we would at least get the benefit of the agent°.s retained title premium. 2. We would like the historic sign on the east fagade of the old building preserved by the CRA/City and re-used in the future redevelopment of the block. The sign and the building it is attached to are the last remnants of the historic commercial area of the City. All others were allowed to be razed, sadly. The building is 100 years old and the sign is approximately 65 years old. CRA Staff is currently reviewing the costs associated with this preservation and the Board will be advised accordingly. 0k, we will,standby. 3. We would like a guarantee of some historic name recognition in the future redeveloped project. Our family has owned these buildings for nearly a century (3 generations) and our family is very closely affiliated with the history of the City. Our great-grandparents brought Major Nathan Boynton to the area. The first non-Native American child born in the city was one of our relatives. The first library was in one of our family homes. One of our relatives was the postmaster when the City's post office was on this site. The same relative was the station master for Flagler's FEC station next door to this site. Family members were charter members of the Woman's Club, the Masonic Lodge, Chamber of Commerce, Kiwanis Club, Jaycees, Methodist Church, the first bank in the City, etc., etc. We feel very strongly that we do not want all of that family history swept away. The buildings have been referred to as the "Oyer Buildings" for decades and we would like an agreement with the City/CRA that any future development of this site include appropriate name recognition. This could be problematic for the future redevelopment of the project, staff would not be able to recommend this request to the Board. Understood. It would be a nice gesture given that doe,sn°t cost the City or CRA any money, 4. We need definitive certainty on how Kim Kelly's Hurricane Alley and the Oyer Insurance tenancies will be handled, including lease term/termination, relocation, relocation expenses, etc. The insurance agency has been on that block since 1953 and Hurricane Alley for about 25 years. We cannot sell without providing certainty for the future of these two businesses, both of which are valuable assets to the downtown. Staff has no way to respond to this request until we see the existing terms of the current leases and have a better understanding of the Board's long term goals for the property. If we enter into the PSA, you can evaluate the leases and decided I will tell you that it'is of paramount importance to us (and I thank to the CRA Board) that Kim Kelly be treated very fairly. ,She established and built one of the best businesses in the downtown at a time when no one else wanted to be in the downtown. ,She deservesspecial treatment'. 5. The proposed deposit is too low relative to the Purchase Price. Additionally, the amount of the released deposit is insufficient, particularly if the CRA defaults and fails to close by year- end, which would have significant adverse capital gain tax consequences on the Seller. The CRA-s budget is driving the amount of the deposit (as has been communicated, this was not a budgeted purchase). Please provide further information on the capital gains issue referred to (including cite to relevant tax code provision and date of enactment). I don°t thank that it, is our role to provide guesswork as to where Congress will land on changes to the tax coded The widely held belief by everyone is that long-term cap gain tax rates will increase in 2022. (See any newspaper article on Baden°.s proposed tax plana) The only thing that is material to the PSA are the two conditions that we put on this,sale from the very begi'nni'ng: (, ) net deaf and (2) closing in 2021. If the CRA cannot commit to closing in 2021, we don°t have a deal and we ,should just acknowledge that now and not waste time. 6. Similarly, there cannot be any closing extension option outside of 2021. This may be unavoidable given the CRA-s current budgetary status, financing timing (if applicable) and potential title issues. We were told that the CRA could close in 2021, including in our,several telephone calls. We waited over a month from the time the CRA Board gave direction until we received a draft RSA. I thank that of we all work a little harder, this is easily completed in 2021. 7. The deposit needs to be hard at the expiration of the Feasibility Period except in the event of Seller's failure to deliver marketable title at closing. This request may be acceptable subject to the restraints set forth in Items 5 and 6 above. Agreed. Thank you. 8. The deed of conveyance will be a special warranty deed rather than a statutory warranty deed. This is acceptable. Thank you. 9. Seller shall not be required to cure any title defects other than payment of liens, mortgages, or other monetary defects. Staff will not be able to recommend this to the Board. Please tell me what issue you are trying to protect against. /Maybe I don°t understands We would be obligated to pay off an monetary encumbrance. We have never run title on this property as it, was acquired nearly a century ago. We have no idea what will,show up in a title,search. you will have ample opportunity to review title during the due diligence period and decade of there are any issues. If there is non-monetary title defect that renders title unmarketable you can get the deposit back and walkaway. We cannot afford to,spend money filing lawsuits to quiet titled There is no risk to the CPA here. The CPA can simply walk from the deal of the title isn°t marketable. Am I missing something? 10. The title delivery, review, and objection periods need to be shortened to fit within the Feasibility Period so that at the conclusion of the Feasibility Period, the deposit can be completely hard and released to Seller. In the last paragraph of Section 7.1, the Seller should not be responsible for "conditions which did not appear in the Title Commitment". Purchaser controls the title commitment and Seller should not be responsible for a flawed title search/commitment. Purchaser should only have a right to object to new matters of record that appear after the effective date of the title commitment. This may seem like semantics but I have had title companies completely miss recorded documents. If this happens, it is not the Seller's responsibility. It would be between the Purchaser and its selected title company. We can seek to coordinate the Title Objection Period with the Feasibility Period once we get closer to a final contract. The issue raised regarding a flawed title commitment is accepted. Agreed. Thank you. 11. We need standard reps and warranties from Purchaser (e.g. validly existing, in good standing, all requisite authority, etc.) This is acceptable. Thank you. 12. We have leases coming due in Oct. with tenants that would like to renew. We need to address this differently than Section 8.5 currently addresses these situations. We cannot just leave spaces vacant, non-renew our tenants, allow the tenants to move away, and hope that the CRA performs at closing. We need to agree to allow renewals for a certain period of time or have Purchaser money go hard to compensate Seller for loss of income. We can discuss if you want. To evaluate this request, all terms of existing leases need to be provided. Note that renewing tenants may not further the CRA-'s objectives in acquiring this Property. Having tenants hold over on a monthly basis would possibly address the concern raised. /Maybe specafa'cally allowing ,short term lease renewals or placing termination provisions in the lease renewals is a,solution. your thoughts? 13. In section 10.1, my sister checked with our insurance carrier and the insurance is not transferrable. You will want to modify that language. Acknowledged. Thank you. 14. Section 17 does not address our discussion that the CRA/City will affirmatively not post on- line, put on the screen at a public hearing, etc. the terms of our tenant leases. We understand that these due diligence documents are public records subject to public record requests. However, we agreed that the tenant leases would not affirmatively be put on public display. Section 17 does not accomplish this. Rather it heads down some road about if the Seller sues to prohibit purchaser disclosure. This was not the intent or spirit of our discussion. The problem we are trying to solve for is the Purchaser not pro-actively publishing the information. Please amend Section 17 accordingly. Unfortunately, while we understand your desire for privacy, this is not a request we can accommodate. The CRA is a public body, and subject to the Sunshine Law found in 286.011. The Board may determine that it needs to discuss the leases, and if it does so, it must do so in a public meeting (we could not ensure that the leases will not be displayed in that instance,for example). Further, If the CRA does become the owner of the property, it would also need to share the leases with any proposed developers, all of whom would reasonably ask for some. Understood and agreed. 15. Please qualify all of the reps in the subsections of Section 11.13 and the subsections of Section 16 with "To the best of Seller's knowledge . . ." This would be acceptable. Thank you. 16. The brokerage fee indemnity in section 15 needs to be reciprocal. This would be acceptable. Thank you. 17. In Section 14, if Purchaser assigns its interest in the Agreement to the City, City must sign an assumption agreement binding itself to all of the same obligations. This would need to be agreed to by the City. Agreed. This is,standard stuff. Kenneth W. Dodge I Executive Shareholder Board Certified Real Estate Law 360 South Rosemary Avenue, Suite 1100 1 West Palm Beach, Florida 33401 kdodctg Ilw-law.com II 561.640.0820 &ard II Website II Bio I loin us online LIFTS L LW' J L NUMA WALKER The information contained in this transmission may be legally privileged and confidential. It is intended only for the use of the recipient(s)named above. If the reader of this message is not the intended recipient, you are hereby notified that you received this communication in error,and that any dissemination,distribution,or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply email and delete the message and all copies of it. From: Harvey E. Oyer, III <HOyer@shutts.c:om> Sent: Wednesday, September 1, 20213:30 PM To: Ken Dodge<I<dod eC@llw-law.c:om> Subject: FW: Purchase Agreement (551 - 529 E. Ocean Ave.) ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ External Email ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................� ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ................... Ken, Good afternoon. Just checking in on the status of this. I am concerned about running out of time to close this transaction if we don't get the PSA signed soon. Please let me know where you are in the review of our comments. Thank you. Harvey Harvey E.Oyer,III Partner J Shutts& Bowen LLP Tel: (561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 Bio J L--Mail J vCard J www.shutts.com L. From: Harvey E. Oyer, III Sent: Friday, August 27, 20211:35 PM To: 'Ken Dodge' <I<dod ePllw-law.com> Subject: RE: Purchase Agreement (551 - 529 E. Ocean Ave.) Ken, Good afternoon and apologies for not replying sooner. I needed to obtain feedback from my sisters as well. I can provide detailed comments and a redline to you but do not want to do so until we agree on the larger terms. So for now, it is probably best to simply provide you with our broader comments. In no particular order, they are as follows: 1. Again, this is a net deal. We will not pay any closing costs. We have offered the CRA a purchase price that is lower than market in return for: a net deal, closing prior to end of 2021, dealing fairly with our tenants. If this is not something that the CRA can do, please advise. 2. We would like the historic sign on the east fagade of the old building preserved by the CRA/City and re-used in the future redevelopment of the block. The sign and the building it is attached to are the last remnants of the historic commercial area of the City. All others were allowed to be razed, sadly. The building is 100 years old and the sign is approximately 65 years old. 3. We would like a guarantee of some historic name recognition in the future redeveloped project. Our family has owned these buildings for nearly a century (3 generations) and our family is very closely affiliated with the history of the City. Our great-grandparents brought Major Nathan Boynton to the area. The first non-Native American child born in the city was one of our relatives. The first library was in one of our family homes. One of our relatives was the postmaster when the City's post office was on this site. The same relative was the station master for Flagler's FEC station next door to this site. Family members were charter members of the Woman's Club, the Masonic Lodge, Chamber of Commerce, Kiwanis Club,Jaycees, Methodist Church, the first bank in the City, etc., etc. We feel very strongly that we do not want all of that family history swept away. The buildings have been referred to as the "Oyer Buildings" for decades and we would like an agreement with the City/CRA that any future development of this site include appropriate name recognition. 4. We need definitive certainty on how Kim Kelly's Hurricane Alley and the Oyer Insurance tenancies will be handled, including lease term/termination, relocation, relocation expenses, etc. The insurance agency has been on that block since 1953 and Hurricane Alley for about 25 years. We cannot sell without providing certainty for the future of these two businesses, both of which are valuable assets to the downtown. 5. The proposed deposit is too low relative to the Purchase Price. Additionally, the amount of the released deposit is insufficient, particularly if the CRA defaults and fails to close by year- end, which would have significant adverse capital gain tax consequences on the Seller. 6. Similarly, there cannot be any closing extension option outside of 2021. 7. The deposit needs to be hard at the expiration of the Feasibility Period except in the event of Seller's failure to deliver marketable title at closing. 8. The deed of conveyance will be a special warranty deed rather than a statutory warranty deed 9. Seller shall not be required to cure any title defects other than payment of liens, mortgages, or other monetary defects. 10. The title delivery, review, and objection periods need to be shortened to fit within the Feasibility Period so that at the conclusion of the Feasibility Period, the deposit can be completely hard and released to Seller. In the last paragraph of Section 7.1, the Seller should not be responsible for "conditions which did not appear in the Title Commitment". Purchaser controls the title commitment and Seller should not be responsible for a flawed title search/commitment. Purchaser should only have a right to object to new matters of record that appear after the effective date of the title commitment. This may seem like semantics but I have had title companies completely miss recorded documents. If this happens, it is not the Seller's responsibility. It would be between the Purchaser and its selected title company. 11. We need standard reps and warranties from Purchaser (e.g. validly existing, in good standing, all requisite authority, etc.) 12. We have leases coming due in Oct. with tenants that would like to renew. We need to address this differently than Section 8.5 currently addresses these situations. We cannot just leave spaces vacant, non-renew our tenants, allow the tenants to move away, and hope that the CRA performs at closing. We need to agree to allow renewals for a certain period of time or have Purchaser money go hard to compensate Seller for loss of income. We can discuss if you want. 13. In section 10.1, my sister checked with our insurance carrier and the insurance is not transferrable. You will want to modify that language. 14. Section 17 does not address our discussion that the CRA/City will affirmatively not post on- line, put on the screen at a public hearing, etc. the terms of our tenant leases. We understand that these due diligence documents are public records subject to public record requests. However, we agreed that the tenant leases would not affirmatively be put on public display. Section 17 does not accomplish this. Rather it heads down some road about if the Seller sues to prohibit purchaser disclosure. This was not the intent or spirit of our discussion. The problem we are trying to solve for is the Purchaser not pro-actively publishing the information. Please amend Section 17 accordingly. 15. Please qualify all of the reps in the subsections of Section 11.13 and the subsections of Section 16 with "To the best of Seller's knowledge . . ." 16. The brokerage fee indemnity in section 15 needs to be reciprocal 17. In Section 14, if Purchaser assigns its interest in the Agreement to the City, City must sign an assumption agreement binding itself to all of the same obligations. Ken, I am happy to discuss any of these comments if you desire but I think that they are all fairly straight-forward. If we are in agreement on these, we can get the Agreement revised quickly and get it signed. Thank you for all of your efforts. I appreciate it. Harvey Harvey E.Oyer,III Partner J Shutts& Bowen LLP Tel: (561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 Bio J E Mail J vCard J www.shutts.com From: Ken Dodge<I<dodgeC@llw-law.c:om> Sent: Friday, August 20, 20213:10 PM To: Harvey E. Oyer, III <HOyershutts.c:om> Subject: Purchase Agreement (551 - 529 E. Ocean Ave.) F'�XTBlRlN SII_ Thiiis ein°4ll e:airui liinaq:ed fin:airn e:au.u9.slkle e:a.f the &HUT.n S ein°4a ll systeirn IL.)e:a ini�e:)t ireslp. :air7�d, a;lllia,* air7�y links e:,ir e:,ll."ein a,ir7y atta chir,aa,ir is u.uir7lless ye:,u, brust the serideir air d Ikinr :)w the c.)inter t liar sa k,. Hi Harvey, nice speaking with you last week. Attached please find proposed Agreement for above- referenced property—let's speak next week on questions/comments. Thank you. Kenneth W. Dodge I Executive Shareholder Board Certified Real Estate Law 360 South Rosemary Avenue, Suite 1100 1 West Palm Beach, Florida 33401 kdodctg Ilw-law.com II 561.640.0820 &ard II Website II Bio I loin us online LEMS L LW' J LONOMA Y WALKER The information contained in this transmission may be legally privileged and confidential. It is intended only for the use of the recipient(s)named above. If the reader of this message is not the intended recipient, you are hereby notified that you received this communication in error,and that any dissemination,distribution,or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply email and delete the message and all copies of it. ON Vail I ey Bank Consideration Letter September 3, 2021 Attn: Thuy Shutt,Interim Executive Director Boynton Beach Community Redevelopment Agency (CRA) 710 N. Federal Highway Boynton Beach,Florida 33435 Re: Proposal for New Financing Dear Ms. Shutt: I am pleased to provide the following terms and conditions that Valley National Bank ("Bank")would consider to the Boynton Beach Community Redevelopment Agency CRA (`Borrower"). The following terms are presented to facilitate discussion of potential financing and are not intended to and do not create a legally binding commitment or obligation to lend on the part of Valley National Bank. In addition, the contents or existence of this memorandum are CONFIDENTIAL and shall not be disclosed to any third party without the prior written consent of Writer, except by the Borrower to its partners, legal counsel, financial advisors and accountants on a confidential basis, and as required by law. The confidentiality agreement set forth in the preceding shall be effective regardless of whether this letter is accepted by the recipient. BORROWER: Boynton Beach Community Redevelopment Agency (CRA) PURPOSE: To assist with the purchase of three commercial/residential properties located at 511, 515 and 529 E. Ocean Avenue in Boynton Beach, Florida. LOAN AMOUNT: Not to exceed 75% of the lessor of the total purchase price or Bank accepted and reviewed appraised value ("Loan"). MATURITY DATE: 5 years from the date of closing INTEREST RATE: 4%, Fixed BANK LOAN FEE: .35% of the final Loan amount COLLATERAL: A first real estate mortgage on the land and buildings located at 511, 515 and 529 E. Ocean Avenue in Boynton Beach, Florida 33435. The Bank will also require an assignment of any leases and rents on these properties. GUARANTORS: None REPAYMENT STRUCTURE: 60 monthly payments of principal and interest based on a straight 25-year mortgage style amortization. PREPAYMENT PENALTIES: None PRELIMNARY CONDITIONS • Subject to a current appraisal,by a Bank approved appraiser, evidencing a maximum loan to value ratio not to exceed the lesser of 75%of the total purchase price or Bank accepted and reviewed appraised value. • Receipt and review of a current Phase I Environmental report by a Bank approved firm. • Receipt and review by Bank's Credit and Risk Management area of any executed leases. • All risk insurance and flood insurance (if applicable), appropriately assigned to the Bank. • Defined Loan repayment source in the Borrower's annual funding budget. • Borrower will need to establish a depository relationship and maintained through the life of the loan. • Receipt and review of executed Purchase Contract • Other conditions as determined during the Bank's Credit and Risk underwriting process. These terms are for discussion purposes only. This is not a formal commitment or a promise to lend at a future date. A formal commitment to lend will be issued upon final approval by the Bank's Credit and Risk Management team. Please contact me directly at (561) 776-6539 to discuss this letter in greater detail and thanks again for the opportunity to be involved in this new acquisition. Sincerely, Digitally signed by Nevad, CherDate: r Date:2027.09.08 08:56:59 -04'00' Cher Nevad, Vice President Commercial Lending Palm Beach County BB&T Branch Banking & Trust Company Governmental Finance 5130 Parkway Plaza Boulevard Charlotte,North Carolina 28217 Phone(704)954-1700 Fax(704)954-1799 September 9, 2021 Ms.Vicki Hill Boynton Beach Community Redevelopment Agency, FL 100 E. Ocean Ave. 4th Floor Boynton Beach, FL 33435 Dear Ms.Hill: Truist Bank ("Lender") is pleased to offer this proposal for the financing requested by the Boynton Beach Community Redevelopment Agency, FL(`Borrower"). PROJECT: 2021 Revenue Note AMOUNT: $3,600,000.00 TERM: 2 years 3 years 5 years INTEREST RATE: 0.83% (2 year option) 0.88% (3 year option) 1.09% (5 year option) TAX STATUS: Tax Exempt—Non-Bank Qualified PAYMENTS: Interest: Annual Principal: Annual INTEREST RATE CALCULATION: 30/360 SECURITY: Pledge of revenues derived from assessments PREPAYMENT TERMS: Prepayable in whole at any time without penalty RATE EXPIRATION: November 1, 2021 DOCUMENTATION/ LEGAL REVIEW FEE: $7,500 FUNDING: The financing shall be fully funded at closing and allow for a maximum of four funding disbursements in the form of wires or checks. DOCUMENTATION: It shall be the responsibility of the Borrower to retain and compensate counsel to appropriately structure the financing documents according to Federal and State statutes. Documents shall include provisions that will outline appropriate changes to be implemented in the event that this transaction is determined to be taxable in accordance with the Internal Revenue Code. These provisions must be acceptable to Lender. In the event of default, any amount due, and not yet paid, shall bear interest at a default rate equal to the interest rate on the 2021 Revenue Note plus 2%per annum from and after five (5) days after the date due. Lender shall also require the Borrower to provide an unqualified bond counsel opinion, a no litigation certificate, and evidence of IRS Form 8038 filing. Lender and its counsel reserve the right to review and approve all documentation before closing. Lender will not be required to present the bond for payment. REPORTING REQUIREMENTS: Lender will require financial statements to be delivered within 270 days after the conclusion of each fiscal year-end throughout the term of the financing or in accordance with state requirements. Lender shall have the right to cancel this offer by notifying the Borrower of its election to do so (whether this offer has previously been accepted by the Borrower) if at any time prior to the closing there is a material adverse change in the Borrower's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation with the Borrower or if there is a change in law(or proposed change in law) that changes the economic effect of this financing to Lender. Costs of counsel for the Borrower and any other costs will be the responsibility of the Borrower. The stated interest rate assumes that the Borrower expects to borrow more than $10,000,000 in the current calendar year and that the financing will qualify as tax-exempt financing under the Internal Revenue Code. Lender reserves the right to terminate this bid or to negotiate a mutually acceptable interest rate if the financing is not tax-exempt financing. We appreciate the opportunity to offer this financing proposal. Please call me at (803) 413-4991 with your questions and comments. We look forward to hearing from you. Sincerely, Truist Bank Andrew G. Smith Senior Vice President From: Hill,Vicki To: Sheldon,Dane Cc: Shutt,Thuy Subject: RE:Term Sheet Date: Wednesday,September 8, 20215:02:48 PM Attachments: imaae001.ona imaae002.ona image003.ung imaae004.ona image005.ung imaae006.ona imaae007.ona imaae431707.12na image157081.nna imaae349640.12na imaae381839.12na imaae723650.12na imaae017263.12na imaae447461.12na Great! Thank you. \/'ic:lt,'i h IM 'irrlin , f:)'ir(,cI(:)r �cayi lnn I'W,wh t ni,Tiiriwnr ly M,d(,va,lralpi,T nI A);,(,ncy 00 I . Oc(,,in Av(!,. �OYi l nn I!W,Ich1 1(arid, c c � !�ih7 l 7-,I 50] 000 )C1), http://www.boyntonbeachcra.com �13 America's Gateway to the Gulfstream lut tkard'l 1I'l" ,I hrn;Id I,I\n 'Ind '0 rw vi,I iriIy uht'I(JhaawccI In 1 ni'l(l,, ra��ray tl<_��� ,��n, a�rri��i ,�r r ra ��� ��ra� La�a::a i� ra��c:artl��. I n�ra�frara�� yra(ar a,... cOI,Tirri(ai7i("fl:'k)n 'Ind Yra(ar a,.irw 'Twy h(' j(,cII n From: Sheldon, Dane <Dane.Sheldon@truist.com> Sent: Wednesday, September 08, 20214:00 PM To: Hill, Vicki <HiIIV@bbfl.us> Subject: Term Sheet Vicki, Expecting term sheet inthe morning. Regards, W. Dane Sheldon Middle Market Banhing—GovenmmerdBanhing | SunTruetnovvTruiet 515E. Las O|aoB|vd.. 7th F|nor, Ft. Laudenda|e, FL 33301 Mobile: 561.310.3043 (Please note 0Dy email address has changed to @rmist.co0D) Take astep toward financial confidence. Join the movement atonUp.comn. ____________________________________________________________________________________________ From: Hill, Vicki Sent: Wednesday, September O1, 2O214:3OPM To: Sheldon, Dane Cc: Shutt, Thuy; Jenkins, ]obara; Capps, Robert Subject: RE: Boynton Beach CRA Assessment Roll Thanks for the update, Dane! Stay Safe! Vicki Hi�� FinanceDirecWr BoynWn Beach (-'ommuni�y Redevdopmen�AQency WO � Ocean AveBoynWn Beach, � orida 3343S i|�\ �b1(�11i America's Gateway to the Gulfstream Nease be advised ffia� � orida has a broad pub�ic records avv and 4 correspondence W me via em,4 maybe subjec� WdisckosureUnder � orida records avv, em,4 addresses are pub�ic records From: Sheldon,Dane To: Shutt,Thuy; Hill,Vicki Cc: Jenkins,Jobara;Smith.Andrew-Columbia,SC Subject: Re: Boynton Beach CRA Assessment Roll Date: Friday,September 3,20217:51:03 PM Attachments: imaae001.una imaae002.pna imaae003.pna image004.ung imaae005.pna image006.ung image007.ung imaae490998.12na imaae642591.12na imaae992420.12na imaae262080.12na imaae232309.12na imaae737558.12na Thank you so much Thuy. I believe this answers the question. I also hope all of you have a happy and healthy Labor Day weekend! Sent via Email+ secured and managed by BB&T. From: "Shutt, Thuy" <ShuttT bbfl.us> Date: Friday, September 3, 2021 at 6:44:04 PM To: "Sheldon, Dane" <Dane,Sheldon(a4,tnust.com>, "Hill, Vicki" <HillY bbfl.us> Cc: "Jenkins, Jobara" <JenkinsJ bbfl.us> Subject: RE: Boynton Beach CRA Assessment Roll Hi, Dane, It's not a simple answer. Our acquisitions usually results in assembling properties large enough to be redeveloped by interested developers. The site's potential is for a Mixed Use development with up to 80 units/acre and 150' maximum high. The site is approx.. .41 ac so you are looking at 32 units if you can meet all other regulations (e.g. drainage, parking, etc.). It would be most likely be combined with the adjacent property we own (115 N. Federal Hwy Mixed-Use project) which is currently out on the street for an RFP for development proposal and developer's qualifications. If our Board chooses to combine it with that 115 N. Federal Hwy project, the ultimate use would be what that selected proposer is proposing. The reuse that Vicki is referring to is if our Board decides to activate the facility for the uses that are allowed currently on the books (CBD zoning currently) and work with existing tenants while a development proposal is being entitled or until more land could be assembled. Here is a link to the RFP which has an aerial map of the land assemblage for the CRA-owned adjacent site (red outline): https://www.bovntonbeachcra.com/home/showpublisheddocument/694/637625363441530000 see page 18 of 30. The property that we are seeking a loan for is the yellow site labeled with "5." Hope this will help and please let us know if you have any questions. Thank you and have a great Labor Day! Thuy ",hutt, NA, FM-M �nterim ExecutiveDirector Boynton Beach [ommunity RedevekopmentA,��,ency lOO E. OceanAve. �oynton Beach, � orida ]]4]5 �' 56l-600-9098 phttp://wvvvv.boyntonbeachcra.com �13 America's Gateway to the Gulfstream P�ease be advisedthat Fkorida has a broad �avvand a0 correspondenceto mevia may besubjectto � orida records �avv, emai� addresses are pub�ic records�Therefore, youre- communication and youremay besubjectto pub�icdisc�osure From: Sheldon, Dane <Dane.She|don@truist.com> Sent: Friday, September 3, 20213:48 PM To: Hill, Vicki <Hi||V@bbf|.us> Cc: Shutt, Thuy<ShuttT@bbf|.us>; Jenkins,Jobara <JenkinsJ@bbf|.us> Subject: RE: Boynton Beach CRA Assessment Roll Vicki, Just tried togive you a ca|L The pricing "issue" has been resolved. | know you told methe funds of loan will be used to purchase property located at 511, 515 and 529 E Ocean Avenue, Boynton Beach, and will be used for "redevelopment of reuse project". What does "redevelopment of reuse project" mean? Will the properties be sold upon completion ofthe redevelopment oristhere another ultimate purpose? VVeexpect tohave acommitment letter right after the holiday. |f| don't hear from you before the end ofthe day, enjoy the weekend. Regards, W. Dane Sheldon Middle Market Banhing—GovenmmerdBanhing | SunTruetnovvTruiet 515E. Las O|aoB|vd.. 7th F|nor, Ft. Laudenda|e, FL 33301 Mobile: 561.310.3043 (Please note my email address has changed to @rmist.co0D) Take astep toward financial confidence. Join the movement atonUp.comn. ____________________________________________________________________________________________ From: Hill, Vicki Sent: Wednesday, September O1, 2O214:3OPM To: Sheldon, Dane Cc: Shutt, Thuy; Jenkins, ]obara; Capps, Robert Subject: RE: Boynton Beach CRA Assessment Roll Thanks for the update, Dane! Stay Safe! Vicki Hi�� FinanceDirecWr BoynWn Beach (-'ommuni�y Redevdopmen�AQency WO � Ocean AveBoynWn Beach, � orida 3343S �— 1En) i|�\ (Wb1l'�11i �� �� �� �~� ��� ��0 ��, ��� ��� America's Gateway to the Gulfstream Nease be advised ffia� � orida has a broad pub�ic records avv and 4 correspondence W me via em,4 maybe subjec� WdisckosureUnder � orida records avv, em,4 addresses are pub�ic records Therefore, your e mai� communica�ion and your e m,4 address maybe subjec� W pub�icdisdosure From: Sheldon, Dane <Dane.Sheldon antruist.com> Sent: Wednesday, September 01, 20214:29 PM To: Hill, Vicki <HiIIV anbbfl.us> Cc: Shutt, Thuy<ShuttTPbbfl.us>; Jenkins,Jobara <JenkinsJLbbfl.us>; Capps, Robert <Robert.Capps Ltruist.com> Subject: RE: Boynton Beach CRA Assessment Roll Vicki, Everything is complete from a credit perspective. I am having to work with our corporate treasury folks to obtain the final pricing (Supposedly the Bank will lose money on the pricing that is appropriate for this loan to the CRA...I cannot (will not) charge the CRA the rate that our model is calling for to be profitable). I should be able to complete the internal discussion tomorrow and get complete signoff. The loan is priced to be closed by October 1. Thank you for your patience. Regards, W. Dane Sheldon Middle Market Banking—Government Banking I SunTrust now Truist 515 E. Las Olas Blvd., 7th Floor, Ft. Lauderdale, FL 33301 Mobile: 561.310.3043 dane.sheldonla7truist.com (Please note my email address has changed to @truist.com) Take a step toward financial confidence. Join the movement at onUp.com. From: Hill, Vicki [mailto:HillVflbbfl.us] Sent: Wednesday, September 01, 20218:58 AM To: Sheldon, Dane Cc: Shutt, Thuy; Jenkins, Jobara; Capps, Robert Subject: RE: Boynton Beach CRA Assessment Roll Good morning Dane, Have you heard anything? We need to update the Board. Thank you. Vi r::hi L.I'i I I huy Win head Cul r7rmini y RedevdulairientAy ), my CC:O I C)r::ean Ave huyriWin Keach, I u4,�da Q IIVyWl.rh(l.w, http://www.boyntonbeachcra.com America's Gateway to the Gulfstream I'Iease be advi,,cry tliaI lui'ida has a h.rwad rr bl. r rerui'd,, law an d A rrui'i'u-,lrun deme to me via um,4 may be ,,ubjerl W &sr:Iusul'C'..UI" dei, I ui,Ida I'erwd,, aw, c.lY ,4 addi,C'sse,,, ai,e jubL Ir I'erui'd,,. I hei,e(xe, yuur e i a7� yuui, e i i,4 addi,usr, may be—,ral.rlura to rulbrl r r�ir,rlu��rarc>. From: Sheldon, Dane <Dane.Sheldon antruist.com> Sent: Tuesday, August 24, 20212:39 PM To: Hill, Vicki <HiIIV anbbfl.us> Cc: Shutt, Thuy<ShuttT anbbfl.us>; Jenkins,Jobara <JenkinsJ anbbfl.us>; Capps, Robert <Robert.Capbs2truist.com> Subject: RE: Boynton Beach CRA Assessment Roll Thank you! W. Dane Sheldon Middle Market Banking—Government Banking I SunTrust now Truist 515 E. Las Olas Blvd., 7th Floor, Ft. Lauderdale, FL 33301 Mobile: 561.310.3043 dane.sheldonla7truist.com (Please note my email address has changed to @truist.com) Take a step toward financial confidence. Join the movement at onUp.com. From: Hill, Vicki [mai!to:HillVflbbfl.us] Sent: Tuesday, August 24, 20212:33 PM To: Sheldon, Dane Cc: Shutt, Thuy; Jenkins, Jobara; Capps, Robert Subject: RE: Boynton Beach CRA Assessment Roll Hi Dane, Please see attached. Vicki HiU FinanceDirec�or Boyn�on Beach (-'ommuni�y Red eve�opmen�AQency WO � Ocean AveBoyn�on Beach, � orida 3343S �— IEn) i|�\� �b1(�11i America's Gateway to the Gulfstream Nease be advised ffia� � orida has a broad pub�ic records avv and A correspondence �o me via em,4 maybe subjec��odisdosureUnder � orida records avv, em,4 addresses are pub�ic records Therefore, your e mai� communica�ion and your e m,4 address maybe subjec��o pub�icdisc�osure From: Sheldon, Dane < > Sent: Tuesday, August 24, 20212:26 PM To: Hill, Vicki <Hi[IVL2bf[us> Cc: Shutt, Thuy< ; Jenkins,Jobara < ; Capps, Robert Subject: Boynton Beach CRA Assessment Rol| Vicki, Since this new debt will be on parity with the other two outstanding term loans secured by the TIF revenue, we'd like to see the governing resolution. We found one in the Series 2005 OS on EMMA but that has since been refunded and we cannot find anything further. May we please request the most recently amended resolution? Thank you, W. Dane Sheldon Middle Market Banhing—GovenmmerdBanhing | SunTruetnovvTruiet 515E. Las O|aoB|vd.. 7th F|nor, Ft. Laudenda|e, FL 33301 From: Hill,Vicki To: Sheldon,Dane Cc: Shutt,Thuv;Jenkins,Jobara Subject: RE: Boynton Beach CRA Assessment Roll Date: Tuesday,August 24,2021 12:17:53 PM Attachments: imaae932139.12na imaae743131.12na imaae212153.12na image7038O7.12ng imaae377537.12na imageS05432.12ng imaae286209.12na Tax Increment Revenue Estimate.ndf Assessed Valuations.odf Good afternoon Dane, Please see attached documents and answers below: 'irrlin , f:)'ir(,cI(:)r W)yi Ini7 I'W,wh t ni,Tiiri(.ar7'ily A,;,p cy I00 I . Oc(,,in AV(!,. W)y171ni7 W,Ich1 1(arid, 90C),-," j 5h7 l 7--),7 f II\h@ al of Lwl http://www.boyntonbeachcra.com 13 fiij� America's Gateway to the Gulfstream h(, 117, 1 I'kar d'l 1I'l" ,I hrn;Id I,I\n ;Ind ;0 rw vi,I uht'I(Jhj(,cI': In 1 ni'l(l,, cOI,Tirri(ai7i("fl:'k)n 'Ind yra(ar a, rri,Iy h(' j(,cI In From: Sheldon, Dane <Dane.Sheldon@truist.com> Sent: Tuesday, August 24, 202110:54 AM To: Hill, Vicki <HiIIV@bbfl.us> Subject: Boynton Beach CRA Assessment Roll Good morning Vicki, I am expecting we will have an approved credit and commitment letter by early next week. I am also expecting to be using Michael Wiener with Holland & Knight for our attorney. A couple of things will assist in moving the process more efficiently: 1. Please provide the assessment roll for the CRA attached 2. IF you have a spreadsheet that shows the last three years, current, and projected TIF revenues, please share (This request is a "would be nice") attached 3. Who will the CRA be using for their Bond attorney? Mark Raymond mark_raymond4mraymondlaw.com Do you have a preliminary distribution list for this deal?Yes, I am copying them on this email. We will let you know if anyone else will need to be copied in the future. 4. At this time, what does the CRA consider its most likely source of repayment (TIF revenue or proceeds from sale)? Tax Increment Revenue Funding Please feel free to give me a call if you have any questions. Thank you, W. Dane Sheldon Middle Market Banking—Government Banking I SunTrust now Truist 515 E. Las Olas Blvd., 7th Floor, Ft. Lauderdale, FL 33301 Mobile: 561.310.3043 dane.sheldonla7truist.com (Please note my email address has changed to @truist.com) Take a step toward financial confidence. Join the movement at onUp.com. inJcrrrr)rliicrn r0r° <1r rl ',(,)lvly Jr�r 1N,v i <liwrli�<al or vr�iily i<� wwr�, if i� vrlrlrv,,,r rl ono rri<ay(or)fvJln r oJirh rel i«I ono lor yrrivilr,r,((°h a)W r ri(al. Any wvww, rvi rrl rrv��,��,ic�r�, rli��,��,�rr��r�rllirw Or o0l)( r w,v (,)J or i«kIng( w vIon In wl,ow(' ull)on O/w, inlora)(Pl w hyr)( r,,,cw,, or (.rOdl( ) o0l)( r tr)rin Ow, r0tt ruh'<1 rvr vrO 1,1)r(,)N,111)rr°<1. iJ y<ri,r N,rlvv rvr vivvrl O/w, ('trim//in r,rror ylr rl',r> (or)W( Ow, ')r wh°r ono rlvlvi(, i /w a)W r.°rirll 1r0ry vvy(oagI)W(rr. From: Sheldon,Dane To: Hill,Vicki Cc: Shutt,Thuy;Jenkins,Jobara Subject: RE: City of Boynton Beach 2020 CAFR Date: Friday,August 20, 20212:38:26 PM Attachments: innaae001.pna innage002.Ung innaae003.pna innaae004.pna innage005.Ung innaae006.pna innaae007.pna Thank you Vicki! We understand the CRA is completely separate. Based on our discussion yesterday and my view of the CRA numbers, we most likely won't even need to review the City's strength. My underwriter just wants to be prepared for any conversation. Besides, ultimately, we hope to serve the City in some capacity as well. Thanks again, W. Dane Sheldon Middle Market Banking—Government Banking I SunTrust now Truist 515 E. Las Olas Blvd., 7th Floor, Ft. Lauderdale, FL 33301 Mobile: 561.310.3043 dane.sheldonla7truist.com (Please note my email address has changed to @truist.com) Take a step toward financial confidence. Join the movement at onUp.com. From: Hill, Vicki [mailto:HiIIV@bbfl.us] Sent: Friday, August 20, 2021 1:45 PM To: Sheldon, Dane Cc: Shutt, Thuy; Jenkins, Jobara Subject: RE: City of Boynton Beach 2020 CAFR Good afternoon Dane, Please see attached. Please keep in mind that we are a separate entity. huyitun head Cul r7rmini y l�edevdulairieni A, ),en :y WO I Or::ean Ave huyni un Keach, I ui,hda f IlV(Wl.rh(l.w, http://www.boyntonbeachcra.com 01 IIII�ulll W America's Gateway to the Gulfstream I'Iease be adv�,,,ed tliaI lui'ida has a hbi,uad aubl c recui'd,, law an d A rcui'i'u-,laundurire to me via um,4 may be �,ubject'tu &sdusui, P.UI" dei I ui,Ida I'ecul'd,, aw, em,4 addi,C'ssc-, ai,e jub. lc I'ecul'd,,. I h ei,e(ui e, yuur e i a7� cuir7ir'7uriica�!un and yuui' e i i,4 addi,uss may be �,ulbjecr to aubl c r�isrlu���are>. From: Sheldon, Dane <Dane.Sheldon@truist.com> Sent: Friday, August 20, 202111:45 AM To: Hill, Vicki <HiIIV@bbfl.us> Cc: Shutt, Thuy<ShuttT@bbfl.us> Subject: City of Boynton Beach 2020 CAFR GM Vicki! I have been asked to see if the Bank might obtain the 2020 CAFR for the City of Boynton Beach, it is not available on their website. If the final draft is not available, perhaps a draft copy could be shared? Thank you for your assistance. Regards, W. Dane Sheldon Middle Market Banking—Government Banking I SunTrust now Truist 515 E. Las Olas Blvd., 7th Floor, Ft. Lauderdale, FL 33301 Mobile: 561.310.3043 dane.sheldonla7truist.com (Please note my email address has changed to @truist.com) Take a step toward financial confidence. Join the movement at onUp.com. ......., ......., ......... ......... ......... ......., ......., ......... ......... ......... ......., ......., ......... From: Hill, Vicki [mailto:HiIIVflbbfI.us] Sent: Tuesday, August 17, 20214:31 PM To: Sheldon, Dane Cc: Shutt, Thuy; Jenkins, Jobara; Sackman, Shawn Subject: RE: Potential term loan with Truist Bank Importance: High Good afternoon Dane, Please let us know how soon we will be able to get an answer so we can update our Board. Thank you! Vicki Hi�� FinanceDirector Boyn�on Beach [ommuni�y Redev6opmen�AQency WO � Ocean AveBoyn�on Beach, � orida 3343S �\ (Wb1(�11i America's Gateway tothe Gulfstream Nease be advised ffia� � orida has a broad pub�ic records avv and A correspondence k) me via em,4 maybe subiect�odisHosureUnder � orida records avv, em,4 addresses are pub�ic records Therefore, your e-mai� communica�ion and your e-m,4 address maybe subiect�o pub�icdisc�osure From: Hill, Vicki Sent: Thursday, August 05, 202111:02 AM To: Sheldon, Dane Cc: Shutt Thuy Simon, Michael Subject: RE: Potential term loan with Truist Bank Good morning Dane! th Just touching base regarding the loan per our discussion onJuly 1G . Please let usknow ifyou need any additional information. We look forward to hearing from you soon. Vicki From: Sheldon, Dane <Dane.Sheldon antruist.com> Sent: Friday,July 16, 20213:35 PM To: Hill, Vicki <HiIIV anbbfl.us> Subject: RE: Potential term loan with Truist Bank Thankyou W. Dane Sheldon Middle Market Banking—Government Banking I SunTrust now Truist 515 E. Las Olas Blvd., 7th Floor, Ft. Lauderdale, FL 33301 Mobile: 561.310.3043 dane.sheldonla7truist.com (Please note my email address has changed to @truist.com) Take a step toward financial confidence. Join the movement at onUp.com. From: Hill, Vicki [mai!to:HillVflbbfl.us] Sent: Friday, July 16, 2021 1:44 PM To: Sheldon, Dane; Jenkins, Jobara; Simon, Michael; Shutt, Thuy Subject: RE: Potential term loan with Truist Bank Good afternoon Dane! Thank you so much for taking time out to speak with the team today. Please find the following link far the: 3 years audited financials and Current Budget Proposed Budget (pdf file attached because it has yet to go to the Board) We are interested in receiving a short term fixed rate loan proposal with 2, 3, or 5 year pay back options. The funds will be used to purchase property located at 511, 515 and 529 E Ocean Avenue, Boynton Beach, FL 33435. The appraisal price is $3.4Mil, but the owners are asking for$3.6Mil and it will be used for redevelopment of a reuse project. Here is a link to the Board Agenda cover for this item. Welcome to Boynton Beach! You made a wise choice. Please let us know if there are any other details you would like for us to send to you. Have an amazing weekend and stay safe! Vi r::ki L.I'i I I FinanceDirec�or Boyn�onBeach [ommuni�yRed eve�opmen�AQency 1OO � OceanAveBoyn�on Beach, � orida 3343S lk p �\ (Wb1(�11i 13 9 gik America's Gateway to the Gulfstream Nease beadvised ffia� � orida has a broad pub�icrecords avvand A correspondence �omevia em,4 maybe subiec��odisdosureUnder � orida records avv, em,4 addresses are pub�ic records Therefore, your e-mai� communica�ion and your e-m,4 address maybe subiec��o pub�icdisc�osure From: Sheldon, Dane Sent: Friday,July 16, 202112:21 PM To: Hill, Vicki Jenkins,Jobara Simon, Michael ShuttThuy Subject: Potential term loan with TruistBank Thank you for meeting with me to discuss the possible financing of the CRA project in the center of Boynton Beach. I thought the initial meeting was very productive. I look forward to receiving 3 years of audited financial statements, the current and proposed budgets, and a description of the project. | will continue to work with Thuy and Vickie on the details but will price 2'3 options with make-whole and no prepayment penalty options. We have tentatively agreed to try to have a commitment by the second week of August or worst case September. Also, we will try to close at the September meeting orworst case October. By the way, | just moved into Boynton Beach so keep up the good work! Have agreat weekend and speak with you soon! W. Dane Sheldon Middle Market Banking—Government Banking | SunTrust now Truist 515E. Las O|aaB|vd.. 7th Floor, Ft. Lauderdale, FL 33301 From: Hill,Vicki To: Tramontano,Meredth J Ce: Ramkalawan,Pamela;Shutt,Thuv,Catoe,Robert W;Joseph,Delleperche Subject: RE:Boynton CRA/TD Update Date: Thursday,September 9,2021 1:41:41 PM Attachments: image001.png imaQe002.png imaQe003.png imaQe004.png imaQe005.png mage006.png imaQe007.png 2021 Database for TD Bank wth highest paving tax pavers sorted.xlsx 2021 Preliminary Taxable Value Boynton Beach CRA.pdf mage387417.png mage805038.png mage811771.png mage172194.png image391440.png mage781077.png image640533.png Hi Meredith, Please find attached the database sent to us by the Property Appraiser's Office.We have sorted it by the largest tax payers in our area.We have included the 2021 Preliminary Taxable Value that was received bythe County.Let me know if you need any additional information. Thanks Vlckl HIII n..i. ,u (•.or oyi�kw k _own mn, y I, r"V"lopn."i.,i`I icy oyi�kw k Il l0,, ;3q i7 ��� 7�I �l l '7l�1 �r•� 7(�I /i/ i15i3 IhII yLLfI w, JI http://www.boyntonbeachcra.com Ari America's Gateway to the Gulfstream h" L ,Ilorlr,., .,,..I)io,r,I,0rllcI woor,k,Lw,„rr,„II(orik, vl.,"w.,il .ayL< k,(h"(losm Iho0,,icir„L,r "w';1l ..........„i )0)ll( Iwol(k, Ik i"for” yo ” .,II(owwurr., (w Yom .,il„r,r,i ss ,;Y 1)” oI,ublr (h"(losuie, From:Tramontano,Meredith J<Meredith.Tramontano@td.com> Sent:Thursday,September 09,202112:56 PM To:Hill,Vicki<HiIIV@bbfl.us> Cc:Ramkalawan,Pamela<Pamela.Ramkalawan@td.com>;Shutt,Thuy<ShuttT@bbfLus>;Catoe,Robert W<Robert.Catoe@td.com>;Joseph, Delleperche<Delleperche.Joseph@td.com> Subject:RE:Boynton CRA/TD Update Hi Vicki, On question#3,would you be able to provide a list of the 10 largest taxpayers in the CRA and what%of the TIF revenues they represent? Thank you! Meredith Meredith Tramontano I Vice President,Credit Portfolio Manager Florida State&Municipal Lending II)13alrlk A euucnsllftsl,Corvelciielrl113alrGk FL3-066-000 1 1060 W.International Speedway Blvd.,Daytona Beach,FL 32114 T:561 352 2078 1 M:561 685 4682 Part-time alert: off Mondays and Fridays Internal From:Joseph,Delleperche<Delleperche.Joseph c td.com> Sent:Thursday,September 9,202112:11 PM To:Tramontano,Meredith J<L eredlth.Tramontano�td.com> Cc:Ramkalawan,Pamela<Pamela.Ramkalawan@td.com>;5huttTcObbfl.us;HIIIV DbbfLus;Catoe,Robert W<Robert.Catoectd.com> Subject:FW:Boynton CRA/TD Update I am out if the Bank today at a Symposium. See answers below from Vicki. I am forwarding in the interest of time. Please communicate with Vicki directly any follow up questions. Thank you. Delle Joseph,CPA I NFP Regional Group Manager I Mid South&FL I4)1,3ralrkk A elricnslllkaasl,Corvelciielr0113alrfk 607 14 Street NW,Suite 650,Washington DC 20005 T:202-412-6656 Internal From:Hill,Vicki<HIIIVC@bbf.us> Sent:Thursday,September 9,2021 11:56 AM To:Joseph,Delleperche<Delleperche.Joseohctd.com> Cc:Ramkalawan,Pamela<Pamela.Ramkalawan@td.com>;Shutt,Thuy<5huttTcObbfl.us> Subject:RE:Email Addresses/TD Update CAUTION EXTERNAL MAIL.DO NOT CLICK ON LINKS OR OPEN ATTACHMENTS YOU DO NOT TRUST Good morning Joseph, Please see our answers below: VI(k1 }1111 1ir,an o Vire(Por koyrrlo r ke,l(h Coirurn.i!)Hy Itedevelo iru rl A e x:y 100 rh can Ave koyrflo r ke,l(h,1 lor10,a ''y"> "I IIillVlrr�bPl.iisa htto://www.bovntonbeachcra com Ari America's Gateway to the Gulfstream Ple,Iso lIdkmodHmr l'lor10r rrs,aI mbli, ie(ordslrrvIdall,,,iie�?( de!)(oPoir)evIIerririlmayl I le( Podi ,I„amrellxlerl'londlrre(ords 1,1w,eilmil Iddre�� �rre F i)I( re(oi-(L I horelore,yoi.ir e InIll(:orruri )I(r on Ind yo�.1r e InIll,aal(lre��rrway l� lecl to _icllc;Ali ,lo�iire, From:Joseph,Delleperche<De-eiDerche.Joseph c td.com> Sent:Wednesday,September 08,20216:55 PM To:Hill,Vicki<HIIIVC@bbf.us> Cc:Ramkalawan,Pamela<Pamela.Ramkalawan@td.com>;Shutt,Thuy<5huttTcObbfl.us> Subject:RE:Email Addresses/TD Update Vicki: We've done the initial analysis on the loan request. Here are couple things we need to confirm- 1. There is an Interlocal agreement between the CRA and the City whereby the CRA would fund some of the Town Square project expenses. Need to confirm that this obligation of the CRA is subordinated with regards to TIF revenues that are pledged for the CRA bank debt service payments. We do consider our debt first,before budgeting for any contractual obligations. 2. There are$4.711011A in total contractual developer TIF annual payments as of FY 2022,including the Town Square interlocal agreement payment to the City,plus 1 new one that hasn't started yet—same question-we need to confirm all are subordinate and confirm whether any other developer agreements would be senior to the Bank TIF pledge.Just so we are clear,the 1(one)new TIRFA payment referenced is now obsolete, the Board terminated that agreement and we consider our debt first before budgeting our other contractual obligations. 3. It would be helpful to know if there are any TIF taxpayer concentrations in the CRA district based on incremental TAV.Please Clarify. Once we confirm these abovementioned items,we'll share with you possible structure that will work for this request. Best, Delle Delle Joseph,CPA I NFP Regional Group Manager I Mid South&FL I4)l3ralrlk A elricoslllkaas9,Corvelciieid0113alrf,, 607 14 Street NW,Suite 650,Washington DC 20005 T:202-412-6656 Internal From:Hill,Vicki<HIIIVC@bbf.us> Sent:Wednesday,September 8,20215:04 PM To:Joseph,Delleperche<Delleperche.Josephctd.com> Cc:Ramkalawan,Pamela<Parnela.Ramkalawanctd.corn>;Shutt,Thuy<5huttTbbfl.us> Subject:RE:Email Addresses/TD Update CAUTION EXTERNAL MAIL.DO NOT CLICK ON LINKS OR OPEN ATTACHMENTS YOU DO NOT TRUST Great!Thank you! VI(k1 }1111 1 r,arr o Vire(Por koyrrlo r I(erch Coirurn.ir)'rly Itedevelo iru rl A e x,y 1OOIlf rh eanAve koyrflo r I(erch,l lon(II ' l"> 63 -(Li /'/ y x, Vlrr bPl.iisf htto://www.boyntonbeachcra corn 0 on Ari America's Gateway to the Gulfstream Ple,Iso DordvlsodH)rll'on(II )rs,aImbli, ie,ordsIwIdIII,,,iie�?oxe!)(oPoir)evIIerririlmayDo�IIe( Podi ,I„amrelJxlerl'londlrre(ords 1,1w,eiriril Iddre�� �rre F i)h( re(oi-(L I horelore,Yom-e ir)ril(,orruri i ri( ho r Ind Yom- ir)all,Iddre��rrway_o i Ie( to _ 11)II(Ali (log re. From:Joseph,Delleperche<De-eiDerche.Joseph c td.com> Sent:Wednesday,September 08,20213:43 PM To:Hill,Vicki<HIIIVC@bbf.us> Cc:Ramkalawan,Pamela<Parnela.Rarnkalawan@td.corn> Subject:RE:Email Addresses/TD Update Vicki- I'll have an update to you later today of our review of the credit request for you and a couple relevant follow up questions. Just want to keep you posted. Best, Delle Delle Joseph,CPA I NFP Regional Group Manager I Mid South&FL I4)l3ralrlk A elricoslllkaas9,Corveldieid0113alrfk 607 14 Street NW,Suite 650,Washington DC 20005 T:202-412-6656 Internal From:Joseph,Delleperche Sent:Friday,August 27,20212:58 PM To:Hill,Vicki<HIIIVC@bbfLus> Cc:Catoe,Robert W<Robert.Catoectd.com>;Ramkalawan,Pamela<Pamel@.Ramkalawan@td.com> Subject:RE:Email Addresses Thank you Vicki on the quick follow up. Pamela,Rob,and I will review and come back to you with some suggestions and recommendations on the current need and possibilities. Have a great weekend Delle Delle Joseph,CPA I NFP Regional Group Manager I Mid South&FL I4) :iralrlk A elricnslllkaasl,Corvelciielr0113alrfk 607 14 Street NW,Suite 650,Washington DC 20005 T:202-412-6656 Internal From:Hill,Vicki<HIIIVC@bbf.us> Sent:Friday,August 27,20212:39 PM To:Ramkalawan,Pamela<Pamela.Raml<alawan@td.com> Cc:Joseph,Delleperche<Delleperche.Josephctd.com>;Catoe,Robert W<Robert.Catoe @td.com> Subject:RE:Email Addresses CAUTIONt•NOT CLICK ON OR OPEN ATTACHMENTS YOUt•NOT ATTENTION COURRIEL EXTERNE.NE CLIQUEZ PAS SUR DES LIENS ET N'OUVREZ PAS DIE PIECES JOINTESAUXQUELS VOUS NE FATES PAS CONFIANCE Good afternoon, Thank you all for taking time to speak with me today.Please find attached the resolutions for BB&T and PNC Bank for the bonds.I will speak with my Interim Executive Director to ask about refinancing the bonds. VI(ki }1111 1ir,an o Vire,Por koyrrlo r Iteach Coirurn.i!)Hy Itedevelo iru rl A e x,y 100 rh eanAve koyrrlo r Iteachr,l lon(II "41'1> 'p 1IiIIVIr� bPl.iis htto://www.boyntonbeachcra com 0 on Ari America's Gateway to the Gulfstream Ple,Iso lIdkmodH)all'lon(II lmI Imbli, ie,ordslarvIloll,,,iie�?oxe!)(oPoir)eviaerriailmayl 11e( Podi ,I„amrellxlerl'londlare(ords 1,1w,email Iddre�� �are F i)h( re(oi-(L I horelore,Yom-e mail(,orruri i ri( ho r Ind Yom- InIll,Iddre��rrway l i lett to _ bllc;Ali ,log re. From:Ramkalawan,Pamela<Pamela.Raml<alawan@td.com> Sent:Friday,August 27,202112:50 PM To:Hill,Vicki<HIIIVC@bbf.us> Cc:Joseph,Delleperche<Delleperche.Josephctd.com>;Catoe,Robert W<Robert.Catoe @td.com> Subject:RE:Email Addresses Hi Vicki, No problem.I have copied them both. Enjoy your weekend! Regards, Pamela Pamela Ramkalawan I Vice President I Government Banking 1111 Ik'ifanik,AIInnul lica's II`4pwst Cq>nan l leilt Ik'i.1anik Mailstop FL7-008-202 15900 N.Andrews Ave.2nd Floor, Ft. Lauderdale,FL 33309 T:954 233 2064 1 M:561 866 8368 1 F:954 233 2037 Tonya England I Sales and Service Specialist I Government Banking T:954 233 2054 1 F:954 233 2037 1 Tonya EnglandCLDtd com Internal From:Hill,Vicki<HIIIVC@bbf.us> Sent:Friday,August 27,202112:33 PM To:Ramkalawan,Pamela<Pamela.Ramkalawan@td.com> Subject:Email Addresses CAUTIONt•NOT CLICK ON OR OPEN ATTACHMENTS YOUt•NOT ATTENTION COURRIEL EXTERNE.NE CLIQUEZ PAS SUR DES LIENS ET N'OUVREZ PAS DIE PIECES JOINTESAUXQUELS VOUS NE FATES PAS CONFIANCE Hi Pamela! Thanks for everything!I will need you to send me the contact information for Delle and Rob.Apparently I can't see the invite for them. Thanks again! VI(kl }1111 1ir,an o Vire(Por koyrrlon I;each Coinimi!)Hy Itedevelo iru fl A e x,y 100 0(e'11) koyrflonI(each,llorld'i ''y''> '>(Ll I'/ y>x, 'p 1IiIIVIr��bPl.iis htto://www.boyntonbeachcra com Or Ari America's Gateway to the Gulfstream Ple,lso bo,ldkmod Hm�l'loridla lm ,l I mbli, i e(ords lary a)(l,all,,,i ie�?o x e!)(o Po ir)e via email may Do�I le( Po di ,I„amre 11 xler l'londla re(ords 1,1w,emaillddre�� areFi)h( re::orl I horelore,Yom-email(,oini m1ho axlyom-emall,addre��11my_o i le(11„ _ 11)II(Ali ,lo� re. From: Ayotte,Nicholas To: Hill,Vicki Cc: Jenkins,Jobara;Shutt,Thuy;Smith,Kirk Subject: RE: Boynton Beach CRA$4MM Bank Loan-PNC Bank Response Date: Tuesday,September 7,20219:19:22 AM Attachments: imaae001.ona imaae002.ona imaae003.ona imaae004.ona imaae005.ona imaae006.ona imaae007.ona Of course. Please don't hesitate to ask should you have any questions. From: Hill, Vicki <HiIIV@bbfl.us> Sent: Tuesday, September 07, 20219:18 AM To: Ayotte, Nicholas<nicholas.ayotte@pnc.com> Cc:Jenkins,Jobara <JenkinsJ@bbfl.us>; Shutt, Thuy<ShuttT@bbfl.us>; Smith, Kirk <kirk.smith@pnc.com> Subject: EXTERNAL: RE: Boynton Beach CRA$4MM Bank Loan - PNC Bank Response Good morning Nick, Thank you! V!ck,! L.I'iI huy Win I:']caHI Cul r7rmini y Redev6ulairienr A�),ene:y WO Ocean Ave y(ve huk(yriWin Keach`, I ui,hda V ]L L fl..l htt-.L/www.boyntonb aachcra.com America's Gateway to the Gulfstream Nease be adv�,,ed ffiA I luiAa has a bi'uad jubl c 'ecui,d,, lawand A cui'i'c-,l,jundenwe W me via em,4 may be ,ubjec( 'W &sHusui,e Undei, I uiAa ecui,d,, aw, em,4 addi,essc-, ai,e jublc ecui'd, I I I e I,eki I'e, your e iMac l cunmwnicA� un and yuui, e ni,4 addi,ess may be ,ubject W jubc &,,Hu,, are. From: Ayotte, Nicholas<nicholas.a�otte�nc.c=om> Sent: Friday, September 03, 202112:03 PM To: Hill, Vicki <ELilIV @bbfl.us> Cc:Jenkins,Jobara <jenl ns'J@bbfl.us>; Shutt, Thuy<ShuttT( hbfl.us'>; Smith, Kirk <l<irl<.smithPr)nc.com> Subject: Boynton Beach CRA$41MM Bank Loan - PNC Bank Response Good afternoon Vicki, PNC thanks you for the opportunity to offer our continued support to the Boynton Beach CRA in the form of the requested bank loan. Please find attached our summary of terms and conditions for your review. We are happy to address and answer any questions or negotiated items you may have upon your review. You will notice that a banking relationship mandate is a requirement of our loan offering. We understand the CRA currently pays no fees for your daily treasury management services. You will notice the treasury management proforma attached to our term sheet estimates approximately $289/month (or $3,468 annually) in bank fees for the same services. If PNC provides the CRA with the lowest loan rate and saves the CRA no less than $3,500/year of interest expense over the second place loan proposal, then we believe the CRA loan and banking relationship will be economically better at PNC. Again, we thank you for this opportunity and welcome further discussions. Have a wonderful Labor Day weekend. Please confirm your receipt of this email. Best regards, Nick Ayotte Senior Vice President, Public Finance PNC Bank 16740 San Carlos Boulevard Fort Myers, FL 33908 (p) 239-437-3736 (f) 239-433-0359 nicholas.ayottefcopnc,corn Mail Code: A1-P461-01-1 The contents of this email are the property of PNC. If it was not addressed to you, you have no legal right to read it. If you think you received it in error, please notify the sender. Do not forward or copy without permission of the sender. This message may be considered a commercial electronic message under Canadian law or this message may contain an advertisement of a product or service and thus may constitute a commercial electronic mail message under US law. You may unsubscribe at any time from receiving commercial electronic messages from PNC at httplLpazes.e.pnc.c:omL lohalunsub/ PNC, 249 Fifth Avenue, Pittsburgh, PA 15222; pnc.com The following link, www. nc.c:omuwdisclosures, provides certain required disclosures. If you have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. The contents of this email are the property of PNC. If it was not addressed to you, you have no legal right to read it. If you think you received it in error,please notify the sender. Do not forward or copy without permission of the sender. This message may be considered a commercial electronic message under Canadian law or this message may contain an advertisement of a product or service and thus may constitute a commercial electronic mail message under US law. You may unsubscribe at any time from receiving commercial electronic messages from PNC at http://pages.e.pnc.com/globalunsub/ PNC, 249 Fifth Avenue, Pittsburgh, PA 15222;pnc.com The following link, www.pnc.com/uwdisclosures, provides certain required disclosures. If you have any questions or concerns about these disclosures,please make those questions or concerns known immediately to the undersigned. Shutt, Thu From: Harvey E. Oyer, III <HOyer@shutts.com> Sent: Friday, September 10, 2021 10:09 AM To: 'Ken Dodge' Cc: Shutt, Thuy; 'Christian Macoviak'; Susan Oyer Subject: Re: Revised Purchase and Sale Agreement, Boynton Beach CRA Purchase from 500 Ocean Properties.DOC Attachments: 10957163_2_(WPBDOCS)_Purchase and Sale Agreement, Boynton Beach CRA Purchase from 500 Ocean Properties.DOC; Change-Pro Redline - Purchase and Sale Agreement, Boynton Beach CRA Purchase from 500 Ocean Properties-10957163-0 and Purchase and Sale Agreement, Boynton Beac.pdf Follow Up Flag: Follow up Flag Status: Flagged Ken, Good morning. Per our last discussion and your request that I make the revisions to the PSA, attached for your review please find clean and redline versions of the PSA reflecting the changes we discussed. I tightened the timeframes a bit to keep us in a 2021 closing date, intentionally omitted a few provisions that were repetitive, and tried to address this historic sign issue. Our joint goal is to reach agreement on the terms prior to Tuesday's CRA Board meeting so that we can seek CRA Board approval at the Tuesday Board meeting. This would keep us on the timeline for a December closing. If the CRA does not have its financing letters by Tuesday,the CRA Board can vote to enter into the PSA and simply terminate the PSA during the Feasibility Period if the financing arrangements cannot be made. This would keep us on schedule for a 2021 closing. I am available today, over the weekend,and on Monday and Tuesday if you would like to discuss or if there are any details to work out. Again,thank you for your hard work bringing this to conclusion. Harvey Harvey E.Oyer,III Partner Shutts&Bowen LLP Tel:(561)650-8517 525 Okeechobee Blvd.,Ste. 1100,West Palm Beach, FL 33401 pi.2 G F Mail l� YQW { .5,lhkJttaa 011'T111 1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and 500 Ocean Properties, LLC (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public records of Palm Beach County, Florida And Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. And Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Property Address: 511, 515, and 529 East Ocean Avenue 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Three Million Six Hundred Thousand Dollars ($3,600,000.00), payable in cash, by wire transfer of United States Dollars at the Closing. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 2 of 612 3. DEPOSIT. 3.1 Earnest Money Deposit. Within five (5) Business Days after the execution of the Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of Fifty Thousand Dollars ($50,000.00) (the "Initial Deposit"). Providing this Agreement is not otherwise terminated pursuant to the terms herein, PURCHASHER shall deliver to Escrow Agent an additional deposit in the amount of One Hundred Fifty Thousand Dollars ($���:�y�:�k��:�v�:�k�1 SO 00, x.00) on or before October 15tH, 2021. The Initial Deposit and additional deposit are hereafter referred to as the "Deposit". 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party pursuant to the terms set forth herein, .m� r� ira ii�� unad � �: :�:mv� � IIIIasthP D� osi shall be released to SELLER rlili�li 1 i damnthe expiration of the Feasibility Period (hereinafter defined). m1Ihff: Closing, the SEI I ER shall receive a credit for the i,41--Deposit the Purchase Price. If this Agreement is terminated during the Feasibility Period for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or befo�eDec�mbe 2021 (the ,Cl ) unless by ef- I =ii aA,� � �Iy \ ttenagreement, by both pates extending the Clos ng. However PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 3 of 612 in no event whatsoever shall the Closing occur lat r than D cemb r1 2. 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER and its designees shall have s�xlyf�r�t (f4�) days from the Effective Date ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this Agreement and receive back the Deposit- provided that PURCHASER provides SEI_I ER with written notice of PURCHASER's decision to terminate h Agreement prior to S:OOpm Eastern time on the last day of the Feasibility Period, Should PURCHASER fail to provide SEI_I ER with written termination notice prior to SiOOpm Eastern time on—the-final day of the Feasibility Period„ PURCHASER will have waived its ability to terminate the Agreement. the Deposit shall become non-refundable to PURCHASER (except in the event of a material default by SEI I ER)., and the parties shall proceed to Closing upon the terms and ondi ions contained herein. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, sJ sreasonably necessary thetetingandinvestigation of the Property, (ii) repair l 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 product generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits of sovereign immunity as PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 4 of 612 provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. 7.1 Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions aad that can be cured with the payment of money shall be paid by ,Se4efSFI I FR prior to or at closing from e-I14eir"-sSFI I ER's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have t1lrlirt-y ( (42Q) days to toeither_ cure and remove the Title (.)bje.et:&nsObj c�tipn() or provide notice to PURCWASER that SEI_I FR will not cure such title ob'ec ion (hereinafter "Cure Period"). In the event that SELLER is unable or �n����LLag to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, tx3-A4is&t-Hen-n, PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) € Irrdlir .y_.or-Jift.accepting the title as it then is and proceeding to Closing with no reduction in the Purchase Price n Iry i � � :, ay 1� n, yrd rnln ° yy r � lrl n, y gut °Ilrrr -rH110 ;ra � y �:ila ° � f Il ly r lr Ir :i� Ir e lr Irlyyand all such Title Objections that SEI_I_ER declines to cure shall become Permitted Exceptions- or (4ii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Should PURCHASER I o accept he title as it then is and proceed to Closing. SELLER shall still be required o pay off all assessments-, outstanding i ili y chargeslens, and mortgages de e and payable as of the Closing. In no event shall S FR be required o commence litigation to cure any title or survey defe y encroachmentO or encumbraacp— 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 that arose after the effective date of the title commitment and were caused or allowed to occur by SELLER and which did not appear in the Title Commitment, PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 5 of 612 and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning Title Objections. Howeverf in no event shall SEI_I FR be required to commence litigation to cure any title or survey defec . encroachment, or encumbrance, 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within three (3) business days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1 Copies of leases for all commercial and residential tenants occupying the Property. 7.3.2 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.3 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof(the "Governmental Approvals"), which are material to the use or operation of the Property and in SELLER's possesssinn, if any. 7.3.4-P -if -4f,�-4-,he At Closing--L:at-e, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from any Governmental Approvals; provided that the Property can be withdrawn from such Governmental Approval without public hearings or expense (other than nominal application PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 6 of 612 expense). No later than Off-4y n- n v ( �2Q) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to Closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The Property shall be conveyed to the PURCHASER at time of Closing subject only to the existing leases referred to in Section 7.3.1 above. Illr 'na rev4.s a..ln --e) -mt: y6g.,�:� .�'i��"�a-��i�-�;� �r�e�"--ihlY�h'�,��_d��.1�'�'- 'U�hll"-�..-�IiQ"�i�_��"a^�.""s��"�a-Q-�i�-� �;-�li�;�i�" "Il�ro�;�_.�;� h�.;�r�� ..,'A�'�fir:=�1.��"_.Pf�3�-'�er-t:-y rlrli� r � ilr � :i��r � rlit: � Aft r h Effective Da of this Agreement. Seller shall be permitted to renew xisting leases and enter into new leases affecting the Pro rty—gmvided i . that all such new or renewal leases provideh landlord a nip 90 right of termination. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the F;144-FRL1 P 1R `HAS R's Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments (collectively, "Closing Documents"): 9.1. Deed. A Special Warranty Deed (the "Deed") conveying to PURCHASER PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 7 of 612 valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER FA.riand Title Company a customary owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 8 of 612 shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies and payable as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.4. Closing Costs. PURCHASER shall be responsible for recording the deed, iia all general closing expenses (settlement fee, courier fees, overnight package, etc.)-&rt Y all title insurance expenses.- documentary stamps on the deed-ntirid �a r ail 11 it irn l r.;lkm4irtg r rh 11 . H Irid °°FII . and any expenses associated with P 1RC'HASER's financing. Each party will nay their respective attorney's fees. Other than SEI_I FR paying its own a orn V's fees, PURCHASER and SEI I ER agree that .t.b..e......tr Ike. .....t.b.i.s.......Agr e..a„„in..e..lr li.t.... ...................................................................................................................................................................................................................................................................................................................................................... "n t" to the SEI_I_ER with PURCHASER paying all costs associated with the transaction other than SEI I_FR's attorney's fees. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WAR RANTI ES_LJL_U_LLEfl. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 9 of 612 or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental agency department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the d-ateEffective gate of this Agreement and the Closing, without PURCHASER's prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. dd4t-io a+yExcept for renewing existing leases or entering into new leases in accordance with Section 8.5 her of, SELLER represents that SELLER will not, between the d-a4,e Effect bye Date of this Agreements and the Closing,take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee other than those disclosed by Section 7.3.1. 1.1. ,6�k��:, SELLER shall..m us�e its best efforts PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 10 of" 1 to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. I ' 11.7 . - ee_--�r-~P�-ri!,w'p�.e. fty Off'ir- ' gid-'_dH' -N'g' fmtr f;� 'li'�r eteu; � ir 'y Pl' lrl-^ a-INTENTIQNAI I DFI_FTFD. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of Hazardous Material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). 11.9 SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the -&LeEffective Date of this Agreement and the date of e1fm4rtgClosing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 11 of 61 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2 ift-„,ti Y--ir- -ai rif�-ir-vINTENTIONAI_I Y DELETED. 11.13.3 e-441eIIe Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 12. DEFAULT. 12.1. PURCHASER's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 12 of 61 by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have Wt.&erfLa ( -5.5) 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 bel; :�f:�two (-3,2) business days from the delivery of notice. Both parties agree that if an extension is requested as a result of a default, such extension shall not be unreasonably withheld provided that in no event shall the Closing be extended beyond December 31;x. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: fl*SF. 44-= m .. 'µ' Christian Macoviak Oy r-Macoviak Ins Iran e 511 Fast Ocean Avenue Boynton Beach, El With a cony to: Harvey F. Oyer III Sh its 8 BQ3ue_ I I P 525 Okeechobee Blvd. Suite 1100 West Palm Beach-. FL 33401 If to Purchaser: Thuy Shutt, Interim Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 13 of 61 Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER iia4and PURCHASER hereby indemnify, defend and hold harmless :i� ' : :=tri °°Exch oth_�r from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind rising out of or resulting from any agreement, arrangement or understanding alleged to have been made E . : .11i Hen- IHa with any broker or finder claiming through the party in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and representse--�if4k.a+)IFfAhat to SELLERS- best knowledge: PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 14 of 61 (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein.4J__m e-f-end- t-,he--- tad -_ ju-, idg t.r a it - ii t-,er-pIIeii e II it . dotu mf�rtt n Ott-, --4ie- eo u ri-,v----II-r _f� ier--i.-veiriSEL I.-E.l"i-_n i r-e es_to--p n -_R -)R(:h 4 ASIIS"gin_-yeas( 1ria1-i e 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, maybe executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 15 of 61 jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are e � a� syyeNIIdw°: irdyr notmeasured in business d mean calendar day. 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. h .l14 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any other rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict therewith. 18.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 16 of 6 into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party unless otherwise provided in this Agreement and subject to the limitation of sovereign immunity as provided within Section 768.28, Florida Statutes. 18.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10 Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida or anV public record without the prior approval of both parties. 18.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER and PURCHASER that speciifsally survive losing as set forth in this Agreement, shall survive the Closingr �i� d� Ilviry� ar ., irdrt � f ii ° F IIS" Ilr� iiri:y I � . .d. ...eon,.te µ. l � e-ntz 1g-12 INTFNTIONALIY DEI FTFD. 18.13 Sovereign Immunity. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the PURCHASER, including those set forth in Section 768.28, Florida Statutes. .19, REPRESENTATIONSO COVENANTSAND WARRANTIES OF PURCHASER. To ind i . SELLER to enter into this Agreement�. PURCHASER maks the following repr . n a ions a` (I of which-, to the best of its knowledge-, in all material respects and except as otherwise provided in this Agreement (1) are now true- and (ii) shall be true as of the date of the losing, and (iiil shall survive the Closing. 19-1 Validly Created and In Good Standing. PURCHASER was validly created under all applicable state laws, is in good standing under all applicable state laws as of the PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 17 of 61 EffectiveDate of this Agreement and will be in good standing under all applicable s a laws a of the Closing date. 19.2 Authority. The execution and delivery of this Agreement bV PURCHASER and the consummation by PURCHASER of the transaction contemplated bV this Agreement are within PURCHASER'S lawful capacity and all requisite action has been taken to mak his Agreement valid and binding on PURCHASER in accordance with its terms. Theep rson executing this Agreement on behalf of PURCHASER has been duly authorized to act on behalf of and to bind PURCHASER, and this Agreement represents a valid and bindingobligation of PUR `WAS R. 2D- As-Is. Where-Is and With All Faults. EXCEPT AS OTHERWISE SPEC,IFIC,AI,T,Y SET FORTH HEREIN IT IS ITNDERSTOOD AND AGREED THAT PTTRC'HASER IS PTTRC'HASING THE PROPERTY IN AN AS-IS WHERE-IS AND WITH AIJ. FATTT,TS CONDITION OTHER THAN THF, SEI,T ER'S REPRFSENTATTONS ANTI WARRANTIES SET FORTH HEREIN SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONSITION OF THE PROPERTY OR THE PROPERTY'S FITNESS FOR PTTRCHASER'S INTENDED ITSE PTTRCHASER SHOTTT,D RE1,AY ON ITS. OWN INVESTIGATIONS AND INSPECTIONS DITRING THE FEASIRII,ITY P=00 - 21— Over Insurance and Real Estate Sign on East Facade Wall of 529/531 Building. PURCHASER and SELLER Acknowledge and agree that the existing_painted wall sign on he east facade of the 529/531 East Ocean Av-enue building has existed for over 60 years, one of the iconic business images he i y of Boynton Beach, possesses historic and-cuLtuLal value, and is one of the last remaining representations of the City's historic main street. As such, PURCHASER agrees to use its best efforts to preserve the painted wall sign either in situ or to be relocated and utilized elsewhere in the vicinity. Both parties acknowledge and agrees that the possibility exists that thesign could be damaged or destroyedring an attempted relocation. However, PURCHASER hall use its best efforts to preserve th wall sign and ensure that it remains visible from a public right-of-waV at all times in the future. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY 500 OCEAN PROPERTIES, LLC REDEVELOPMENT AGENCY PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 18 of 61 Printed Name: Steven B. Grant Printed Name: Title: Chair Title: Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 01527477-4 Summary report: Litera® Change-Pro for Word 10.8.2.11 Document comparison done on 9/10/20219:56:06 AM Style name: SHUTTS Intelligent Table Comparison: Active Original DMS: iw://SB-WPB-DMS-9/WPBDOCS/10957163/1 Modified DMS: iw://SB-WPB-DMS-9/WPBDOCS/10957163/2 Changes: Add 84 Pelett 60 o � 1 .. ..(.:).:ve....':F..c:. 1 .............................................................. Tah1P Insert 0 :a.b..1...e.....I.)...c:..):v.as.....t0 Embedded Graphics Visio, ChemDraw, Images etc. 0 Embedded Excel 0 Format changes 0 Total Changes: 146 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (hereinafter "Agreement") is made and entered into as of the Effective Date (hereinafter defined), by and between BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Chapter 163, Part III, of the Florida Statutes (hereinafter "PURCHASER") and 500 Ocean Properties, LLC (hereinafter "SELLER"). In consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows: 1. PURCHASE AND SALE/PROPERTY. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase and acquire from SELLER, on the terms and conditions hereinafter set forth, the Properties located in Palm Beach County, Florida (the "Properties") and more particularly described as follows: Lot 10 and the West 7 feet 8 inches of Lot 11, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public records of Palm Beach County, Florida And Lot 11, Less the West 7 feet 8 inches, Less the South 8 feet (Ocean Avenue R/W), Block 6, TOWN OF BOYNTON, according to the plat thereof, as recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. And Lot 12, Block 6, ORIGINAL TOWN OF BOYNTON, according to the plat thereof, recorded in Plat Book 1, Page 23, of the Public Records of Palm Beach County, Florida. Property Address: 511, 515, and 529 East Ocean Avenue 2. PURCHASE PRICE AND PAYMENT. The Purchase Price to be paid for the Property shall be Three Million Six Hundred Thousand Dollars ($3,600,000.00), payable in cash, by wire transfer of United States Dollars at the Closing. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 2 of 17 3. DEPOSIT. 3.1 Earnest Money Deposit. Within five (5) Business Days after the execution of the Agreement by both parties, PURCHASER shall deliver to Lewis, Longman & Walker, PA ("Escrow Agent") a deposit in the amount of Fifty Thousand Dollars ($50,000.00) (the "Initial Deposit"). Providing this Agreement is not otherwise terminated pursuant to the terms herein, PURCHASHER shall deliver to Escrow Agent an additional deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) on or before October 15th, 2021. The Initial Deposit and additional deposit are hereafter referred to as the "Deposit". 3.2 Application/Disbursement of Deposit. The Deposit shall be applied and disbursed as follows: Providing this Agreement is not terminated by either party pursuant to the terms set forth herein, the Deposit shall be released to SELLER upon the expiration of the Feasibility Period (hereinafter defined). At Closing, the SELLER shall receive a credit for the Deposit against the Purchase Price. If this Agreement is terminated during the Feasibility Period for any reason, the Deposit shall be immediately refunded to the PURCHASER. If this Agreement is terminated due to a default, pursuant to Section 12, the Deposit shall be delivered to (or retained by, as applicable) the non-defaulting Party, and the non-defaulting Party shall have such additional rights, if any, as are provided in Section 12. 3.3 Escrow Agent. PURCHASER and SELLER authorize Escrow Agent to receive, deposit and hold funds in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Agreement. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to PURCHASER and SELLER, unless the misdelivery is due to Escrow Agent's willful breach of this Agreement or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds which are charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 4. EFFECTIVE DATE. The date of this Agreement (the "Effective Date") shall be the date when the last one of the SELLER and PURCHASER has signed this Agreement. 5. CLOSING. The purchase and sale transaction contemplated herein shall close on or before December 17, 2021 (the "Closing"), unless extended by written agreement, signed by both parties, extending the Closing. However, in no event whatsoever shall the Closing occur later than December 31, 2021. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 3 of 17 6. TITLE TO BE CONVEYED. At Closing, SELLER shall convey to PURCHASER, by Special Warranty Deed complying with the requirements of the Title Commitment (hereinafter defined), valid, good, marketable and insurable title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, restrictions and other conditions except only the following (collectively, the "Permitted Exceptions"): (a) general real estate taxes and special assessments for the year of Closing and subsequent years not yet due and payable; (b) covenants, conditions, easements, dedications, rights-of-way and matters of record included on the Title Commitment or shown on the Survey (defined in Section 7), to which PURCHASER fails to object, or which PURCHASER agrees to accept, pursuant to Section 7.1 and Section 7.2 hereof. 7. FEASIBILITY PERIOD. The PURCHASER and its designees shall have forty-five (45) days from the Effective Date ("Feasibility Period"), at PURCHASER's expense, to make inquiries to determine if the Property is suitable for its intended use and to enter upon the Property, at any time and from time to time with reasonable notice to SELLER and so long as said investigations do not result in a business interruption, to perform any and all physical tests, inspections, valuation appraisals and investigations of the Property, including but not limited to Phase I and Phase II investigations, which PURCHASER may deem necessary. During this Feasibility Period, PURCHASER may elect, in PURCHASER's sole and absolute discretion, to terminate this Agreement and receive back the Deposit, provided that PURCHASER provides SELLER with written notice of PURCHASER's decision to terminate the Agreement prior to 5:00pm Eastern time on the last day of the Feasibility Period. Should PURCHASER fail to provide SELLER with written termination notice prior to 5:00pm Eastern time on the final day of the Feasibility Period, PURCHASER will have waived its ability to terminate the Agreement, the Deposit shall become non-refundable to PURCHASER (except in the event of a material default by SELLER), and the parties shall proceed to Closing upon the terms and conditions contained herein. If PURCHASER elects to terminate this Agreement in accordance with this Section, PURCHASER shall: (i) leave the Property in substantially the condition existing on the Effective Date, subject to such disturbance as was reasonably necessary for the testing and investigation of the Property; (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 product generated as a result of the PURCHASER's testing and investigation. PURCHASER hereby agrees to indemnify and hold SELLER harmless from and against all claims, losses, expenses, demands and liabilities, including, but not limited to, attorney's fees, for nonpayment for services rendered to PURCHASER (including, without limitation, any construction liens resulting therefrom) or for damage to persons or property (subject to the limitation on practicability provided above) arising out of PURCHASER's investigation of the Property. However, PURCHASER's indemnification obligations shall not exceed its statutory limits of sovereign immunity as provided within Section 768.28, Florida Statutes, and PURCHASER does not waive its sovereign immunity rights. SELLERS' obligations under this Section shall survive the termination, expiration or Closing of this Agreement. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 4 of 17 7.1 Title Review. Within twenty (20) days of the Effective Date, PURCHASER shall obtain, at the PURCHASER's expense, from a Title Company chosen by PURCHASER (hereinafter "Title Company"), a Title Commitment covering the Property and proposing to insure PURCHASER in the amount of the Purchase Price subject only to the Permitted Exceptions, together with complete and legible copies of all instruments identified as conditions or exceptions in Schedule B of the Title Commitment. Any and all assessments, outstanding utility charges, liens and other matters not constituting Permitted Exceptions and that can be cured with the payment of money shall be paid by SELLER prior to or at closing from SELLER's proceeds. PURCHASER shall examine the Title Commitment and deliver written notice to SELLER no later than thirty (30) days after the Effective Date notifying SELLER of any objections PURCHASER has to the condition of title (hereinafter "Title Objections"). If PURCHASER fails to deliver the Title Objections to SELLER within the aforesaid review period, title shall be deemed accepted subject to the conditions set forth in the Title Commitment. If PURCHASER timely delivers the Title Objections, then SELLER shall have twenty (20) days to either cure and remove the Title Objection(s) or provide notice to PURCHASER that SELLER will not cure such title objection (hereinafter "Cure Period"). In the event that SELLER is unable or unwilling to cure and remove, or cause to be cured and removed, the Title Objections within the Cure Period, then PURCHASER, in PURCHASER's sole and absolute discretion, shall have the option of (i) accepting the title as it then is and proceeding to Closing with no reduction in the Purchase Price and all such Title Objections that SELLER declines to cure shall become Permitted Exceptions; or (ii) canceling and terminating this Agreement, in which case, the Deposit shall be returned to PURCHASER and the Parties shall have no further obligations or liability hereunder, except for those expressly provided herein to survive termination of this Agreement. Should PURCHASER elect to accept the title as it then is and proceed to Closing. SELLER shall still be required to pay off all assessments, outstanding utility charges, liens, and mortgages due and payable as of the Closing. In no event shall SELLER be required to commence litigation to cure any title or survey defect, encroachment, or encumbrance. 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 that arose after the effective date of the title commitment and were caused or allowed to occur by SELLER and which did not appear in the Title Commitment, and such items render title unmarketable, PURCHASER shall have the right to object to such new or different conditions in writing prior to Closing. All rights and objections of the Parties with respect to objections arising from the Title Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this Section. 7.2. Survey Review. PURCHASER, at PURCHASER's expense, shall obtain a current boundary survey (the "Survey") of the Property, indicating the number of acres comprising the Property to the nearest 1/100th of an acre. If the Survey discloses encroachments on the Property or that improvements located thereon encroach on setback PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 5 of 17 lines, easements, lands of others or violate any restrictions, covenants of this Agreement, or applicable governmental regulations, the same shall constitute a title defect and shall be governed by the provisions of Section 7.1 concerning Title Objections. However, in no event shall SELLER be required to commence litigation to cure any title or survey defect, encroachment, or encumbrance. 7.3 SELLER Deliveries. SELLER shall deliver to PURCHASER the following documents and instruments within three (3) business days of the Effective Date of this Agreement, except as specifically indicated: 7.3.1 Copies of leases for all commercial and residential tenants occupying the Property. 7.3.2 Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports), in SELLER's possession or control with respect to the physical condition or operation of the Property, if any. 7.3.3 Copies of all licenses, variances, waivers, permits (including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and environmental resource permits), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Property, or any portion thereof (the "Governmental Approvals"), which are material to the use or operation of the Property and in SELLER's possession, if any. 7.3.4 At Closing, SELLER shall execute and deliver to PURCHASER any and all documents and instruments required by PURCHASER, in PURCHASER's sole and absolute discretion, which: (i) effectuate the transfer to PURCHASER of those Governmental Approvals, or portions thereof which are applicable to the Property, that PURCHASER desires to have assigned to it, and/or (ii) cause the Property to be withdrawn from any Governmental Approvals, provided that the Property can be withdrawn from such Governmental Approval without public hearings or expense (other than nominal application expense). No later than twenty (20) days prior to the Closing Date, SELLER shall remedy, restore, and rectify any and all violations of the Governmental Approvals (including, but not limited to, any and all portions of the surface water management system, mitigation areas or other items which do not comply with the Governmental Approvals or applicable rules), if any. SELLER warrants that there will not be, at the time of Closing, any unrecorded instruments affecting the title to the Property, including but not limited to any conveyances, easements, licenses or leases. 8. CONDITIONS TO CLOSING. PURCHASER shall not be obligated to close on the purchase of the Property unless each of the following conditions (collectively, the "Conditions PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 6 of 17 to Closing") are either fulfilled or waived by PURCHASER in writing: 8.1. Representations and Warranties. All of the representations and warranties of SELLER contained in this Agreement shall be true and correct as of Closing. 8.2. Condition of Property. The physical condition of the Property shall be materially the same on the date of Closing as on the Effective Date, reasonable wear and tear excepted. 8.3. Pending Proceedings. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which has not been disclosed, prior to Closing, and accepted by PURCHASER. 8.4. Compliance with Laws and Regulations. The Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules, regulations, codes, requirements, licenses, permits and authorizations as of the date of Closing. 8.5. Occupancy. The Property shall be conveyed to the PURCHASER at time of Closing subject only to the existing leases referred to in Section 7.3.1 above. After the Effective Date of this Agreement, Seller shall be permitted to renew existing leases and enter into new leases affecting the Property provided that all such new or renewal leases provide the landlord a ninety (90) right of termination. 9. CLOSING DOCUMENTS. The PURCHASER shall prepare, or cause to be prepared, the Closing Documents set forth in this Section, except for documents prepared by the PURCHASER's Title Company. At Closing, SELLER shall execute and deliver, or cause to be executed and delivered to PURCHASER the following documents and instruments (collectively, "Closing Documents"): 9.1. Deed., A Special Warranty Deed (the "Deed") conveying to PURCHASER valid, good, marketable and insurable fee simple title to the Property free and clear of all liens, encumbrances and other conditions of title other than the Permitted Exceptions. 9.2 Seller's Affidavits. SELLER shall furnish to PURCHASER and Title Company a customary owner's affidavit attesting that, to the best of its knowledge, no individual or entity has any claim against the Property under the applicable construction lien law; and that there are no parties in possession of the Property other than SELLER. SELLER shall also furnish to PURCHASER a non-foreign affidavit with respect to the Property. In the event SELLER is unable to deliver its affidavits referenced above, the same shall be deemed an uncured title objection. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 7 of 17 9.3. Closing Statement. A closing statement setting forth the Purchase Price, the Deposit, all credits, adjustments and prorations between PURCHASER and SELLER, all costs and expenses to be paid at Closing, and the net proceeds due SELLER, which PURCHASER shall also execute and deliver at Closing. 9.4. Corrective Documents. Documentation required to clear title to the Property of all liens, encumbrances and exceptions, if any, other than Permitted Exceptions. 9.5. Additional Documents. Such other documents as PURCHASER or the Title Company may reasonably request that SELLER execute and deliver, and any other documents required by this Agreement or reasonably necessary in order to close this transaction and effectuate the terms of this Agreement. 10. PRORATIONS, CLOSING COSTS AND CLOSING PROCEDURES. 10.1. Prorations. Assessments, rents, interest, insurance and other expenses of the Property shall be prorated through the day before Closing. PURCHASER shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be made through the day prior to Closing. Advance rent and security deposits, if any, will be credited to PURCHASER. Taxes shall be prorated based upon the current year's tax with due allowance made for maximum allowable discount. 10.2 Ad Valorem Taxes. PURCHASER and SELLER shall comply with Section 196.295, Florida Statutes, with respect to the payment of prorated ad valorem taxes for the year of closing into escrow with the Palm Beach County Tax Collector's Office. In the event that, following the Closing, the actual amount of assessed real property tax on the Property for the current year is higher than any estimate of such tax used for purposes of the Closing, the parties shall re-prorate any amounts paid or credited based on such estimate as if paid in November. This shall survive the Closing. 10.3. Special Assessment Liens. Certified, confirmed and ratified special assessment liens imposed by public bodies and payable as of Closing are to be paid by SELLER. Pending liens as of Closing shall be assumed by PURCHASER. If the improvement has been substantially completed as of the Effective Date, any pending lien shall be considered certified, confirmed or ratified and SELLER shall, at Closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body. 10.4. Closing Costs. PURCHASER shall be responsible for recording the deed, all general closing expenses (settlement fee, courier fees, overnight package, etc.), all title insurance expenses, documentary stamps on the deed, and any expenses associated with PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 8 of 17 PURCHASER's financing. Each party will pay their respective attorney's fees. Other than SELLER paying its own attorney's fees, PURCHASER and SELLER agree that the transaction contemplated by this Agreement shall be "net" to the SELLER with PURCHASER paying all costs associated with the transaction other than SELLER's attorney's fees. 10.5 Closing Procedure. PURCHASER shall fund the Purchase Price subject to the credits, offsets and prorations set forth herein. SELLER and PURCHASER (as applicable) shall execute and deliver to Closing Agent the Closing Documents. The Closing Agent shall, at Closing: (i) disburse the sale proceeds to SELLER; (ii) deliver the Closing Documents and a "marked-up" Title Commitment to PURCHASER, and promptly thereafter, record the Deed and other recordable Closing Documents in the appropriate public records. 10.6 Existing Mortgages and Other Liens. At Closing, SELLER shall obtain, or cause to be obtained, satisfaction or release of record of all mortgages, liens and judgments applicable to and encumbering the Property. 11. REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing unless SELLER receives information to the contrary, and (iii) shall survive the Closing. In that event, PURCHASER shall be provided immediate notice as to the change to the following representations: 11.1 At all times from the Effective Date until prior to Closing, SELLER shall keep the Property (whether before or after the date of Closing) free and clear of any mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing, and SELLER shall indemnify, defend and hold PURCHASER harmless from and against all expense and liability in connection therewith (including, without limitation, court costs and reasonable attorney's fees). 11.2 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency which would affect (as to any threatened litigation, claim, action or proceeding, in a materially adverse fashion) the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 11.3 SELLER has full power and authority to enter into this Agreement and to assume and perform its obligations hereunder in this Agreement. SELLER does not and will not conflict with or result in the breach of any condition or provision, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 9 of 17 or assets of the SELLER by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which the SELLER is a party of which is or purports to be binding upon the SELLER or which affects the SELLER; no action by any federal, state or municipal or other governmental agency department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon the SELLER in accordance with its terms. 11.4 SELLER represents that SELLER will not, between the Effective Date of this Agreement and the Closing, without PURCHASER's prior written consent, which consent shall not be unreasonably withheld or delayed, except in the ordinary course of business, create any encumbrances on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. Except for renewing existing leases or entering into new leases in accordance with Section 8.5 hereof, SELLER represents that SELLER will not, between the Effective Date of this Agreement and the Closing, take any action to terminate or materially, amend or alter any existing leases presently in existence, without the prior consent of PURCHASER, which consent shall not be unreasonably withheld or delayed. 11.5 SELLER represents that there are no parties other than SELLER in possession of the Property or any portion of the Property as a lessee other than those disclosed by Section 7.3.1. 11.6 SELLER shall use its best efforts to maintain the Property in its present condition so as to ensure that it shall remain substantially in the same condition from the conclusion of the Feasibility Period to the Closing Date. 11.7 INTENTIONALLY DELETED. 11.8 SELLER represents that it has no actual knowledge nor has it received any notice that the Property has been, is presently or is contemplated to be utilized as a reservoir of Hazardous Material. As used herein, the term "Hazardous Material" shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk of injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the U.S. Department of Labor, the U.S. Department of Transportation, and/or any other state or local governmental agency now or hereafter authorized to regulate materials and substances in the environment (collectively "Governmental Authority(ies)"). PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 10 of 17 11.9 SELLER represents to PURCHASER that the Property is not subject to any deed restrictions or declaration of restrictions running with the Property which would affect the use of the Property except those constituting Permitted Exceptions as defined above. 11.10 Between the Effective Date of this Agreement and the date of Closing, SELLER will not file any application for a change of the present zoning classification of the Property. 11.11 Authority. The execution and delivery of this Agreement by SELLER and the consummation by SELLER of the transaction contemplated by this Agreement are within SELLER'S capacity and all requisite action has been taken to make this Agreement valid and binding on SELLER in accordance with its terms. The person executing this Agreement on behalf of SELLER has been duly authorized to act on behalf of and to bind SELLER, and this Agreement represents a valid and binding obligation of SELLER. 11.12 Title. SELLER is and will be on the Closing Date, the owner of valid, good, marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the Permitted Exceptions (and encumbrances of record which will be discharged at Closing). 11.13 Additional Warranties and Representations of SELLER. As a material inducement to PURCHASER entering into this Agreement, SELLER, to the best of SELLER'S information and belief, hereby represents and warrants the following: 11.13.1 There are no pending applications, permits, petitions, contracts, approvals, or other proceedings with any governmental or quasi-governmental authority, including but not limited to, PURCHASER, municipalities, counties, districts, utilities, and/or federal or state agencies, concerning the use or operation of, or title to the Property or any portion thereof and SELLER has not granted or is not obligated to grant any interest in the Property to any of the foregoing entities. 11.13.2 INTENTIONALLY DELETED. 11.13.3 The Property and the use and operation thereof are in compliance with all applicable county and governmental laws, ordinances, regulations, licenses, permits and authorizations, including, without limitation, applicable zoning and environmental laws and regulations. 12. DEFAULT. 12.1. PURCHASER's Default. In the event that this transaction fails to close due to a wrongful refusal to close or default on the part of PURCHASER, subject to the provisions of PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 11 of 17 Paragraph 12.3 below, the Deposit actually then being held by the Escrow Agent shall be paid by Escrow Agent to SELLER as agreed liquidated damages and, thereafter, neither PURCHASER nor SELLER shall have any further obligation or liabilities under this Agreement, except for those expressly provided to survive the termination of this Agreement; provided, however, that PURCHASER shall also be responsible for the removal of any liens asserted against the Property by persons claiming by, through or under PURCHASER, but not otherwise. PURCHASER and SELLER acknowledge that if PURCHASER defaults, SELLER will suffer damages in an amount which cannot be ascertained with reasonable certainty on the Effective Date and that the amount of the Deposit being held by Escrow Agent most closely approximates the amount necessary to compensate SELLER. PURCHASER and SELLER agree that this is a bona fide liquidated damages provision and not a penalty or forfeiture provision. 12.2. Seller's Default. In the event that SELLER shall fail to fully and timely perform any of its obligations or covenants hereunder or if any of SELLER'S representations are untrue or inaccurate, then, notwithstanding anything to the contrary contained in this Agreement, PURCHASER may, at its option: (1) declare SELLER in default under this Agreement by notice delivered to SELLER, in which event PURCHASER may terminate this Agreement and demand that the Deposit be returned, including all interest thereon if any, in accordance with Section 3 and neither Party shall have any further rights hereunder, or (2) seek specific performance of this Agreement, without waiving any action for damages. 12.3. Notice of Default. Prior to declaring a default and exercising the remedies described herein, the non-defaulting Party shall issue a notice of default to the defaulting Party describing the event or condition of default in sufficient detail to enable a reasonable person to determine the action necessary to cure the default. The defaulting Party shall have five (5) 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 two (2) business days from the delivery of notice. Both parties agree that if an extension is requested as a result of a default, such extension shall not be unreasonably withheld provided that in no event shall the Closing be extended beyond December 31, 2021. If the default has not been cured within the aforesaid period, the non-defaulting Party may exercise the remedies described above. 12.4. Survival. The provisions of this section shall survive the termination of this Agreement. 13. NOTICES. All notices required in this Agreement must be in writing and shall be considered delivered when received by certified mail, return receipt requested, or personal delivery to the following addresses: If to Seller: Christian Macoviak Oyer-Macoviak Insurance PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 12 of 17 511 East Ocean Avenue Boynton Beach, FL 33435 With a copy to: Harvey E. Oyer III Shutts & Bowen, LLP 525 Okeechobee Blvd. Suite 1100 West Palm Beach, FL 33401 If to Purchaser: Thuy Shutt, Interim Executive Director Boynton Beach Community Redevelopment Agency 100 E. Ocean Avenue, 4th Floor Boynton Beach, FL 33435 With a copy to: Kenneth Dodge Lewis, Longman & Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 14. BINDING OBLIGATION/ASSIGNMENT. The terms and conditions of this Agreement are hereby made binding on, and shall inure to the benefit of the successors and permitted assigns of the Parties hereto. SELLER may not assign its interest in this Agreement without the prior written consent of PURCHASER, which shall not be unreasonably withheld. PURCHASER shall have the right to assign this Agreement to the City of Boynton Beach (the "City") without the prior consent of SELLER and the PURCHASER shall be released from any further obligations and liabilities under this Agreement. The PURCHASER may not assign this Agreement to any other party without the prior written approval of SELLER, which shall not unreasonably withheld. If PURCHASER has been dissolved as an entity while this Agreement and/or the attached Lease Agreement are in effect, the provisions of section 163.357(1), Florida Statutes, (as it may be amended from time to time), shall apply. 15. BROKER FEES. The SELLER and PURCHASER hereby state that they have not dealt with a real estate broker in connection with the transaction contemplated by this Agreement and are not liable for a sales commission. SELLER and PURCHASER hereby mutually indemnify, defend and hold harmless each other from and against any and all claims, losses, damages, costs or expenses (including, without limitation, attorney's fees) of any kind arising out of or resulting from any agreement, arrangement or understanding alleged to have been made with any broker or finder claiming through the indemnifying party in connection with this Agreement. The provisions of this Section shall survive Closing or termination of this Agreement. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 13 of 17 16. ENVIRONMENTAL CONDITIONS. 16.1. For purposes of this Agreement, pollutant ("Pollutant") shall mean any hazardous or toxic substance, material, or waste of any kind or any contaminant, pollutant, petroleum, petroleum product or petroleum by-product as defined or regulated by environmental laws. Disposal ("Disposal") shall mean the release, storage, use, handling, discharge, or disposal of such Pollutants. Environmental laws ("Environmental Laws") shall mean any applicable federal, state, or local laws, statutes, ordinances, rules, regulations or other governmental restrictions. 16.1.1 As a material inducement to PURCHASER entering into this Agreement, SELLER hereby warrants and represents that to SELLER's best knowledge: (1) That SELLER and occupants of the Property have obtained and are in full compliance with any and all permits regarding the Disposal of Pollutants on the Property or contiguous property owned by SELLER, to the best of SELLER'S knowledge. (2) SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant on the Property. SELLER is not aware nor does it have any notice of any past, present or future events, conditions, activities or practices on contiguous property that is owned by SELLER which may give rise to any liability or form a basis for any claim, demand, cost or action relating to the Disposal of any Pollutant affecting the SELLER'S property. (3) There is no civil, criminal or administrative action, suit, claim, demand, investigation or notice of violation pending or, to the best of that entity's knowledge, threatened against SELLER or the Property relating in any way to the Disposal of Pollutants on the Property, any portion thereof, or on any contiguous property owned by SELLER. 17. PUBLIC RECORDS. PURCHASER is a public agency subject to Chapter 119, Florida Statutes. The SELLER is hereby notified that the PURCHASER is required by law, pursuant to Chapter 119, to maintain and disclose upon request all records deemed public under the statute including this Agreement and some or all of the documents necessary to consummate the transaction set forth herein. 18. MISCELLANEOUS. 18.1. General. This Agreement, and any amendment hereto, may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall, together, constitute one and the same instrument. The section and paragraph headings herein contained are for the purposes of identification only and shall not be considered in PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 14 of 17 construing this Agreement. Reference to a Section shall be deemed to be a reference to the entire Section, unless otherwise specified. No modification or amendment of this Agreement shall be of any force or effect unless in writing executed by the Parties. This Agreement sets forth the entire agreement between the Parties relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties. This Agreement shall be interpreted in accordance with the laws of the State of Florida. The Parties hereby agree that jurisdiction of any litigation brought arising out of this Agreement shall be in the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida, or, should any cause of action be limited to federal jurisdiction only, in the United States District Court for the Southern District of Florida. 18.2. Computation of Time. Any reference herein to time periods which are not measured in business days shall mean calendar days. 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. 18.3. Waiver. Neither the failure of a party to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any item by a party with knowledge of a breach of this Agreement by the other party in the performance of their respective obligations hereunder, shall be deemed a waiver of any other rights or remedies that a party may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements or conditions. This paragraph shall survive termination of this Agreement and the Closing. 18.4. Construction of Agreement. The Parties to this Agreement, through counsel, have participated freely in the negotiation and preparation hereof. Neither this Agreement nor any amendment hereto shall be more strictly construed against any of the Parties. As used in this Agreement, or any amendment hereto, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, as the context may require. Provisions of this Agreement that expressly provide that they survive the Closing shall not merge into the Deed. 18.5. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. The provisions of this Section shall apply to any amendment of this Agreement. 18.6 Handwritten Provisions. Handwritten provisions inserted in this Agreement and initialed by PURCHASER and SELLER shall control all printed provisions in conflict PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 15 of 17 therewith. 18.7 Waiver of Jury Trial. As an inducement to PURCHASER agreeing to enter into this Agreement, PURCHASER and SELLER hereby waive trial by jury in any action or proceeding brought by either party against the other party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement. 18.8. Attorneys Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, reasonable attorneys' fees and costs, including those at the appellate level, shall be awarded to the prevailing party unless otherwise provided in this Agreement and subject to the limitation of sovereign immunity as provided within Section 768.28, Florida Statutes. 18.9 Binding Authority. Each party hereby represents and warrants to the other that each person executing this Agreement on behalf of the PURCHASER and SELLER has full right and lawful authority to execute this Agreement and to bind and obligate the party for whom or on whose behalf he or she is signing with respect to all provisions contained in this Agreement. 18.10 Recording. This Agreement may not be recorded in the Public Records of Palm Beach County, Florida or any public record without the prior approval of both parties. 18.11 Survival. The covenants, warranties, representations, indemnities and undertakings of SELLER and PURCHASER that specifically survive Closing as set forth in this Agreement, shall survive the Closing. 18.12 INTENTIONALLY DELETED. 18.13 Sovereign Immunity. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the PURCHASER, including those set forth in Section 768.28, Florida Statutes. 19. REPRESENTATIONS, COVENANTS AND WARRANTIES OF PURCHASER. To induce SELLER to enter into this Agreement, PURCHASER makes the following representations, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true as of the date of the Closing, and (iii) shall survive the Closing. 19.1 Validly Created and In Good Standing. PURCHASER was validly created under all applicable state laws, is in good standing under all applicable state laws as of the Effective Date of this Agreement, and will be in good standing under all applicable state laws as of the Closing Date. PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 16 of 17 19.2 Authority. The execution and delivery of this Agreement by PURCHASER and the consummation by PURCHASER of the transaction contemplated by this Agreement are within PURCHASER'S lawful capacity and all requisite action has been taken to make this Agreement valid and binding on PURCHASER in accordance with its terms. The person executing this Agreement on behalf of PURCHASER has been duly authorized to act on behalf of and to bind PURCHASER, and this Agreement represents a valid and binding obligation of PURCHASER. 20. As-Is. Where-Is and With All Faults. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, IT IS UNDERSTOOD AND AGREED THAT PURCHASER IS PURCHASING THE PROPERTY IN AN AS-IS, WHERE-IS, AND WITH ALL FAULTS CONDITION. OTHER THAN THE SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONSITION OF THE PROPERTY OR THE PROPERTY'S FITNESS FOR PURCHASER'S INTENDED USE. PURCHASER SHOULD RELAY ON ITS OWN INVESTIGATIONS AND INSPECTIONS DURING THE FEASIBILITY PERIOD. 21. Oyer Insurance and Real Estate Sign on East Facade Wall of 529/531 Building. PURCHASER and SELLER acknowledge and agree that the existing painted wall sign on the east fagade of the 529/531 East Ocean Avenue building has existed for over 60 years, is one of the iconic business images in the City of Boynton Beach, possesses historic and cultural value, and is one of the last remaining representations of the City's historic main street. As such, PURCHASER agrees to use its best efforts to preserve the painted wall sign either in situ or to be relocated and utilized elsewhere in the vicinity. Both parties acknowledge and agree that the possibility exists that the sign could be damaged or destroyed during an attempted relocation. However, PURCHASER shall use its best efforts to preserve the wall sign and ensure that it remains visible from a public right-of-way at all times in the future. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective date. PURCHASER: SELLER: BOYNTON BEACH COMMUNITY 500 OCEAN PROPERTIES, LLC REDEVELOPMENT AGENCY Printed Name: Steven B. Grant Printed Name: Title: Chair Title: PURCHASER's Initials: SELLER's Initials: 01527477-4 Purchase and Sale Agreement Page 17 of 17 Date: Date: WITNESS: WITNESS: Printed Name: Printed Name: ESCROW AGENT Lewis, Longman & Walker, P.A. Printed Name: Date: PURCHASER's Initials: SELLER's Initials: 01527477-4 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.11-11. SUBJECT: Review of Marina Parking Management SUMMARY: On August 10, 2021, David Cullen, owner of the Splashdown Divers, requested the CRA Board to consider extending the loading/unloading time in the provided spaces in front of the marina slips from fifteen (15) minutes to thirty(30) minutes (Attachment 1). The CRA Board directed Marina Manager, Brian Smith, to extend the loading/unloading time to thirty(30) minutes and monitor the effect (Attachment 11). Brian Smith has provided a survey of the time spent by the dive boat operators in the loading/unloading area along with pictures of area at peak times (Attachments I I I & IV). Due to long distance parking, limited road space and the number of marina patrons, it was determined that a time limit needed to be enforced for the ten (10) parking spaces located next to the marina slips. In 2011 a time limit of fifteen (15) minutes was established in order to accommodate all tenants' patrons. The fifteen (15) minute time limit for loading/unloading was incorporated into paragraph 14 of Exhibit "A", Rules and Regulations Governing Dockage (Attachment V). It has been in effect for ten (10)years and has worked well. To date, there are four (4) dive boats, along with fourteen (14) other dock slip tenants, that utilize the loading/unloading area: • Splashdown Divers - Divers per trip, approx. 20-22 • Starfish Divers - Divers per trip, approx. 13 • South Florida Diving - Divers per trip, approx. 12 (operations will begin in September 2021) • Loggerhead - Divers per trip, approx. 20-22 -Two George's tenant Based on the congestion of this area during peak hours of the day (11:30 a.m. to 2:30 p.m. - seven days a week) extending the loading/unloading time to thirty (30) minutes would not be suggested. However, increasing the loading/unloading time to thirty (30) minutes from 7:00 a.m. to 10:00 a.m. to accommodate morning dives for the dive operators'vehicles only is feasible. FISCAL IMPACT: CRA PLAN/PROJECT/PROGRAM: 2016 Boynton Beach Community Redevelopment Plan - Downtown District CRA BOARD OPTIONS: 1. Make no changes to the time limit of fifteen (15) minutes for loading and unloading in the designated spaces next to the dock. 2. Change the morning time limit to thirty(30) minutes from 7:00 a.m. to 10:00 a.m. to accommodate morning dives.Approve this amendment to 2021-2023 Dock Lease Agreements that the CRA approved on July 13, 2021. 3. Provide staff with an alternative direction and approve any amendments required to the 2021- 2023 Dock Lease Agreements that the CRA approved on July 13, 2021. ATTACHMENTS: Description D Attachment I - Location Map D Attachment II - Minutes D Attachment III - Dive Boat Data D Attachment IV - Pictures D Attachment V - Exhibit"A", Rules and Regulations Governing Dockage I �f J I �rr NO a rrr 7M,� ; Fi CIO Ot I i % VW� t I � i u, , m'u �, /i. `N 1111„�, r„„ rrJll)llDrYuhNNIIt i �l�ld %%% N U .^ tlY bA ",�;' LL P% M P% bAU O m M CIO m � cra ei o2S w N 00 Y i2 Cai i2 4_]. 4_]. i2 4] i2 i2 i2 i2 i2 i2 to C� Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Mr. Simon explained they were asked to bring back information for consideration of elevating Ms. Shutt to Interim Executive Director as his replacement as Executive Director. If the Board supports her, they can bring back a contract at the next meeting. If making Ms. Shutt interim director immediately, the motion could be pursuant to the same terms and conditions as Mr. Simon's contract. They could then bring the contract back to the Board at the next meeting. Board Member Katz favored option 1, to name Ms. Shutt officially as Interim Director and direct Counsel to bring back a contract agreement. He thought when there is talent in the house, unless you have a reason not to support the person, there is no need to go outside. He thought Ms. Shutt was supremely qualified and supported not reducing her salary as she would receive the same pay and benefits as Mr. Simon, based on negotiations. Chair Grant asked for a Motion to approve Option 1, Motion Vice Chair Hay so moved. Board Member Romelus seconded the motion. Ms. Shutt thanked all and advised she had the best mentor and best staff. The motion passed unanimously. Attorney Duhy asked if she should be moved immediately up to the contract terms Mr. Simon has in the position of Interim Director and learned she would. 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 Theresa Utterback, Development Services Manager, presented the item. The current contract with Waypoint is due to expire October 1, 2021. They issued an RFP/RFQ on June 17, 2021. Responses were due July 20th. Three responses were received and are listed. Staff reviewed the responses, and a sufficiency checklist was provided. She also provided clarification on the fee structure. Staff weighed in on the fee structures and with their experience, ranked Waypoint first, Oasis as the second choice, and Mathew Spain as the third choice. If using Waypoint, based on their experience and him running the Marina, fuel dock and the tenants, he did an excellent job. His annual fees were the least out of the three. Chair Grant asked for a motion to approve the recommendation of CRA staff. 16 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 Motion Board Member Katz moved to approve. Board Member Romelus seconded the motion Jan Volker, 421 S. Lakeside Drive, has been involved in Palm Beach County dive tourism for over 20 years. He announced management has been doing an excellent job with the Marina, but there is an issue with dive tourism there, as there are arbitrary rules regarding no more than 15 minutes for loading and unloading of dive tanks and gear. The dive boats are not in anyone's way when moving tanks from the truck to the boats, but they need more time and it endangers the safety of the divers. Divers are getting resentful they are rushed out. He advised the divers are very affluent people that spend a lot of money in restaurants and the area. He suggested changing the arbitrary rules to a 45-minute period or investigate the matter as there is no problem with traffic. Mr. Volker advised this usually takes place in the morning, and it does not restrict anyone. He thought it was something no one thought about before and now might be a good time to think about it. Mr. Volker was not a Marina tenant, but was speaking for Splashdown Divers. Chair Grant thought 30 minutes might be safer and then get a report next year to see if additional time is needed. Mr. Simon explained this has been ongoing since the slips were renovated. There is a complication of life on the docks with captains getting extra time. He thought the Board could allow the dockmaster more time for this issue. The CRA does not get complaints, on a regular basis, that the dockmaster is running them off, but there is an ongoing effort to keep the Captains and tenants that for years would fight the decision to move their own vehicles out of the loading and unloading area. Staff has done all kinds of studies to justify the decisions they make, but the Marina was redesigned. This is the first time an issue is being brought to the Board. He thought Mr. Smith would be happy to be flexible. Half an hour to load and unload only, then move to a secure parking space. Chair Grant commented they can discuss changing the sign to 30 minutes for loading and unloading only and giving Mr. Smith the flexibility and report back in 30 days at the next meeting. Board Member Katz agreed. Mr. Smith runs the Marina and can report back. (Board Member Romelus left the dais at 8:07 p.m.) Dave Collin, owner of Splashdown Divers, advised he has been there for 40 years and no one has complained about the parking before. He tests the tanks to supply the proper ratio of gas. He cannot do it in 15 minutes and he has informed Mr. Smith. Mr. Simon explained Mr. Collin was conducting another type of business from the back of his truck. It is not necessarily divers being shewed away by the manager. If there is an unusual business need that needs to be adjusted for, the tenant should make the request. He is there at 7:30 in the morning and brought this to Mr. Smith's attention Brian Smith, Dockmaster, explained with parking, the contract specifies 15 minutes. He suggested they try 30 minutes for the divers. The other boats may not need as much 17 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida August 10, 2021 time. It is in the contract and on the sign. He would try 30 minutes for the dive boats owners only. (Board Member Romelus returned to the dais at 8:10 p.m.) The motion passed unanimously. B. 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 Mr. Simon presented the item. The item is a transfer request from the City for parcels the City had originally purchased that were transferred to the CRA years ago. The parcels were intended to provide a relocation site for the Community Caring Center, which did not occur. The City has a need for the property to be under their ownership in order to have the ability to dispose of it. Motion Board Member Katz moved to approve. Board Member Hay seconded the motion. The motion passed unanimously. 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 Update 19. Adjournment There being no further business to discuss, Chair Grant adjourned the meeting at 8:13 p.m. r Catherine Cherry Minutes Specialist 18 Dive Boat Parking Survey Boynton Harbor Marina Dive Boats-Starfish and Splashdown Yellow indicates dive operators parking in the lane for over 30 minutes Date: ITrip# I Boat I Drop Off I Pick Up I notes 8/17/2021 1st Starfish less than 15 less than 15 Capt SUV 8/18/2021 1st Starfish 9:00-9:40=40 min less than 15 Capt SUV 8/19/2021 1st Splasdown 8:20-8:42=22min less than 15 white box truck 8/19/2021 1st Starfish 8:35-8:48=12min less than 15 Capt SUV/white PU 8/20/2021 1st Splashdown 8:05-8:37=32 min less than 15 white box truck 8/20/2012 1st Starfish 8:46-9:26=40min 2:13-2:29=16min white PU 8/21/2021 1st Splashdown 7:48-8:27=39min 1:05-1:16=11min white box truck 8/21/2021 1st Starfish 6:51-7:19=28min 12:17-12:45=28min Capt SUV/white PU 8/21/2021 2nd trip Splashdown 1:05-1:16=11min 4:35-5:13=38min white box truck 8/21/2021 2nd trip Starfish 12:17-12:45=28min 4:52-4:59=7min Capt SUV/white PU 8/22/2021 1st Splashdown 7:53-8:27=35min 1:55-2:08=13min white box truck 8/22/2021 1st Starfish 8:37-9:28=49min 1:58-2:13=15min Capt SUV 8/29/2021 1st Splashdown 7:52-8:42=50 min 12:42-1:00=22min white box truck 8/29/2021 1st Starfish 9:00-9:40=40min 2:19-2:27=8min white PU 8/29/2021 2nd trip Splashdown 1:15-2:00=45min less than 15 white box truck NOTE#1: Slip# 10 has been leased to new dive operation but they are not running trips yet-when they start it will further conjest the lane. Note#2: Due to weather and slow time of year we were unable to get relevant daily data for this survey so we sampled the days with the most activity. 1 ql �� IIII I�Il�ll�ll '',f 11 l r �r fG � i U 1 / / j1211,121 wor / / / / I I lli'� /1 r p� I J � w '� oN / I r r � 1 rtu i 11�i%✓ 1�� �i�l y • t r� i � 1 Illi / 1 rr 1 l} 111 ��� ;,��� �� ,►�6��I �� , ��/���/��/%„ �, � , llama u p ��rgga�i �I i i A �G l f ,moi r u ' n �IY, y uuuuuuuuuuuuuuuuuullllllllVuuuuuuuuuuuuuuuuuuuui Ilii muuuui»�I� �II�V�99ti ' �1o�„� , r w I sl � W � Ali N�! I 1 �r ��� • 1 M. l VIII � r I it l �IV�uiumW ��� p,u i i pl j II avol v �I / I r u Vii'' r i 1 i r J/ m dllDtu �o Harbor MarinaIMMMIM M1 "EXHIBIT A" BOYNTON HARBOR MARINA RULES AND REGULATIONS GOVERNING DOCKAGE In an effort to provide an inviting atmosphere for boat owners docking at the LESSOR's docks, patrons, and visitors to the marina area, the following rules and regulations are provided for your protection. LESSEE, and if LESSEE is not the Vessel Captain, the Vessel Captain are required to obey the following rules and regulations as a condition of this Lease and will be strictly enforced. Any violation of these Rules and Regulations shall be deemed as grounds for immediate termination of the Dockage Lease and removal of the vessel in the sole discretion of the LESSOR. 1. When a boat enters the basin, it immediately comes under the jurisdiction of the LESSOR's Dockmaster. 2. Only boats in good working condition, and operating under their own power, shall be admitted to or remain in berthing areas. 3. Pets shall be leashed within the confines of the LESSOR's property. Pets are permitted only if they do not disturb other Lessees,patrons, visitors, and guests. 4. Under no circumstances will live-aboard status be allowed. No overnight stay by the LESSEE, his/her crew or guests, shall be permitted. 5. Refuse shall not be thrown overboard. Garbage shall be deposited in cans or dumpster supplied for that purpose. No person shall discharge fish carcasses or waste, oil, spirits, solvents, inflammable liquid or oily bilges into the basin or on the property of the LESSOR. In the event of any accidental spills of oil, spirits, solvents, flammable liquids, fuel products or other toxic substances or waste, the LESSEE shall immediately notify the LESSOR's Dockmaster of the existence of such condition. 6. There shall be no discharge of fish waste into waters of the marina under any circumstances. Fish waste shall be disposed of offshore or placed in sealed garbage bags and disposed of in the on-site dumpster or taken to your place of residence or legal off- site disposal location. 7. Under no circumstances shall vessel sewage be disposed of into the marina basin. Vessel sewage shall be disposed of appropriately and in conformance with all pertinent health codes and state statutes. 00864161-1 Page 10 of 14 8. Noise shall be kept to a minimum at all times. LESSEE shall use discretion in operating engines, generators, radios and television sets, so as not to create a nuisance or disturbance. Upon request by the Dockmaster or LESSOR, LESSEE will immediately lower the volume of any source of noise that may be causing a disturbance. 9. The consumption alcohol on Boynton Beach Community Redevelopment Agency or Boynton Harbor Marina property is strictly prohibited. 10. Swimming, diving, or fishing shall not be permitted from the docks or finger piers or boats except for the cleaning of the underside of the vessel by LESSEE or properly licensed professional. 11. Boat owners shall not store supplies, materials, accessories or debris on walkway, and shall not construct thereon any lockers, chests, cabinets, or similar structures, except with written approval of the Dockmaster and the LESSOR. Painting, scraping, or repairing of gear shall not be permitted on the docks or finger piers. Extent of repairs and maintenance shall be at the discretion of management. 12. Fueling of gasoline or diesel powered vessels from fuel trucks, portable cans or containers without prior written approval from the Dockmaster shall be strictly prohibited in the slip or marina basin. Storage of portable gasoline cans or containers is prohibited in the marina and slip areas. 13. Laundry shall not be hung on boats, docks or finger piers in the basin, nor shall "for sale" signs be put on boats without written permission from the LESSOR. 14. The LESSOR reserves the right to limit and govern all marina slip parking spaces in the LESSOR parking areas as described in "Appendix A." The Boynton Harbor Marina slip spaces designated as "loading and unloading only" are for the express and exclusive use of the LESSOR and LESSEE between the hours of 6am to 6pm seven days a week. These spaces shall be limited to use for a period no longer than 15 minutes for the sole purpose of the "loading and unloading" of the LESSEE's supplies, guests, and crew. NO LONG TERM PARKING WILL BE ALLOWED in this location. The LESSOR reserves the right to tow or remove any vehicle which is found to be in violation of the parking conditions as stated in this paragraph at the sole expense of the owner of said vehicle. Overnight or long term parking can be accommodated within the Marina Village Parking Garage by written approval of the Dockmaster and Marina Village Property Manager. Failure to obtain such approval may result in the vehicle being towed by Marina Village Master Association. Please contact the Dockmaster for instructions on obtaining the required overnight parking pass. 15. Each LESSEE shall be issued a maximum of two (2) Boynton Harbor Marina vehicle identification sticker(s) to be placed on the rear window of the LESSEE's vehicle. No temporary parking passes will be issued to LESSEES for any purpose. 16. All contractors, mechanics, or caretakers ("Contractors") working on any vessel in the Boynton Harbor Marina must register with the Dockmaster, provide Dockmaster with proof of insurance and proof of business licensing before commencing work, and work 00864161-1 Page 11 of 14 pursuant to the terms of the Lease. The Dockmaster will provide a one-day "Contractor Parking Pass" to Contractors upon registration. Dockmaster will only issue parking passes for Contractors that have proof of insurance and proof of business licensing on file with the Dockmaster. If more than one day of work is required, the Contractor shall check in with the Dockmaster each day prior to commencing work. 17. Each LESSEE shall provide an executed Dockage Lease Agreement along with all of the documents listed below to the Dockmaster no later than September 30, 2019. If the LESSEE does not provide an executed Dockage Lease Agreement along with all of the documents listed below by September 30, 2019 LESSEE will be charged a $500 fee. The LESSEE will then have 30 days from September 30, 2019 to provide the Dockmaster with the $500 fee, an executed Dockage Lease Agreement (along with all of the documents listed below). If at that time the executed Dockage Lease Agreement, (along with all of the documents listed below) and the $500 fee is not provided to the Dockmaster, the Dockage Lease Agreement will not be considered for renewal and the LESSEE will be required to leave the space. Each LESSEE is required to provide the Dockmaster with the below listed documentation along with the executed Dockage Lease Agreement: • Current Boynton Beach Business Tax Receipt • Current documentation or title to boat being docked • Current vessel registration • Captains licensing for all boat operators • Current US Coast Guard vessel inspection • Current hurricane protection plan • Current insurance policy, written as per section 19 in the dockage agreement and naming Boynton Beach CRA additionally insured 18. Violation of the above rules and regulations, or other conduct by any LESSEE, or his/her crew or guests, that might injure any person, cause damage to property or harm the reputation of the LESSOR shall be cause for immediate removal from Boynton Harbor Marina. Such conduct shall include, but not be limited to: harassment of any person; aggressive behavior; engagement in any illegal activity; or any conduct that the Dockmaster or LESSOR determines, in their sole and absolute discretion, endangers the health, safety, welfare, or property of any other person or entity. LESSEE acknowledges by signing below, that they have read and understand the BOYNTON HARBOR MARINA RULES AND REGULATIONS GOVERNING DOCKAGE and hereby agree to the terms of the Dockage Lease Agreement. LESSEE Signature*: Date: Print Name *If Lessee is a corporation, an officer of the corporation must sign this lease and must also provide a resolution of the corporation authorizing signature. 00864161-1 Page 12 of 14 ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 OLD BUSINESS AGENDAITEM: 16.1. SUBJECT: Discussion and Consideration of a Letter of Intent from the Barber Family Companies LLC for CRA-Owned Property Located at 211 E. Ocean Avenue SUMMARY: On June 8, 2021, the CRA Board reviewed and discussed the Letter of Intent (LOI - dated May 27, 2021) from The Barber Family Companies LLC, to engage in discussions for the acquisition and redevelopment of the CRA owned property located at 211 E. Ocean Avenue (see Attachments I & 11). The CRA Board tabled the item and directed CRA and City staff to meet to discuss the proposed use of the property for a restaurant concept with up to six shipping containers (see Attachment 111). On June 22, 2021 CRA and City staff reviewed the requests outlined in the LOI as follows: Existing building on site to be used for interior seating, no cooking or food preparation conducted inside the existing residential structure; a new patio deck on the east side of the property to accommodate 200 guests and the use of six (6) repurposed shipping containers to act as the required restrooms and kitchen. City of Boynton Beach Planning and Development staff indicated that parking requirements have been reduced to facilitate smaller redevelopment sites. However, in order for staff to provide comments for the proposed shipping container restaurant concept which includes the adaptive reuse of the historic Magnuson structure, additional information and a conceptual plan will need to be submitted for review. CRA informed Mr. Barber of the results of the CRA/City staff meeting and Mr. Barber assembled a consulting team to develop a conceptual plan and associated development costs to supplement the May 27, 2021 LOI. At the July 13, 2021 meeting, the CRA Board accepted the Letter of Intent from The Barber Family Companies, LLC and directed staff to issue a 30-day Public Notice of Intent to Dispose/Lease the property in accordance with the CRA's Policy for Processing Letters of Intent (see Attachments IV and V). The 30-day notice period ended on August 19, 2021. On September 2, 2021, Mr. Barber submitted additional documents to support the LOI which includes the following (see Attachment VI): • A Business Plan which indicates a purchase price of $200,000 to be paid through $350,000 of in-kind meal services to the elderly, homeless, and children over a period of seven years at a cost of$9/meal and an equivalent of approximately 460 meals monthly (Page 8); • A total project cost of $604,756.85, with an estimated $404.756.85 in construction costs (Page 8); • Funding for the project will consist of a combination of cash and a $750,000 pre-qualified business loan through Valley Bank(Page 8); • A conceptual site plan, building elevations, and renderings of the historic structure and outdoor dining areas. • A quote for one 40' kitchen container, one 20' bar container, one 20' refrigerated container, one 20' ADA bathroom container, and associated Mechanical/Electrical/Plumbing/Structural Engineering costs from the Little River Box Company(totaling $240,100). CRA staff reviewed the additional documents and have forwarded them to City staff. Correspondences with Mr. Barber and his consultant team are provided as Attachment VI 1. As of September 8, 2021, three other LOIs for the property have been received by the CRA. These will be presented to the CRA Board as a separate agenda item at the September 14, 2021 CRA Board meeting. FISCAL IMPACT: To be determined by the Board. CRA P LAN/P ROJ ECT/PROGRAM: 2016 CRA Community Redevelopment Plan CRA BOARD OPTIONS: To be determined based on Board discussion. ATTACHMENTS: Description D Attachment I -Aerial Map of 211 E. Ocean Avenue D Attachment II - Letter of Intent, The Barber Family Co, LLC D Attachment III -June 8, 2021 CRA Board Meeting Minutes D Attachment IV -July 13, 2021 CRA Board Meeting Minutes D Attachment V -CRA Policy for Processing LOI D Attachment VI -September 2, 2021 Additional Documents D Attachment VII -Correspondences to Mr. Barber f �fj r 1 t/ r f' r r% Asn IPJ, r r 1 t / i ; f V ■r i i l I CI I I ,r �j ��' .� �%%�� f�iNry�i%�'rloo�57�1/Illi JDf1 UI��p1D11/i��,'f"IfYJ J�uivua, f /iio �� �N176JIA,9�viili��irn� )rMNgy YoW /�/ o FN,;;a;�✓fit T✓1a w' .. /n ,,,� � ,�,,,, nttllllll�`1111111,1h1frr1rl111rm,/�711afi�Jt rfiri�r %„/ / / ,%! ;� ✓ //// ��t ��y�,<Jnrr!%/Jlir l /1 tell//� % �' / ,,,; 7NP✓Ilff,� �,/%�l1 .�'c: «r, ub,���� 76 1:5 08434528030040130 i 00035 1 ' . °014mi w e 0 0.005 0.01 0.02 km s created b :PBC Pro er A raiser August 6 2015 The Barber FamilyCo EQUE BARB"" LLC CT 1920 S Federal Hwy Boynton Beach FL 33435 561-777-4934 www.BBQTroys.com May 27, 2021 Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 100 E Ocean Ave 4th Floor, Boynton Beach, FL 33435 Re: Notice of Intent to engage in discussions for historic property 211 E Ocean Ave Dear Mr. Simon The purpose of this letter is to notify the intent of The Barber Family Co LLC as well as The Davis Family Co LLC in acquiring the property at 211 E Ocean Ave Boynton Beach FL 33435. Our companies would like to work with the city as well as the CRA to develop this property into what can be a staple of the downtown district. We intend to develop the property and make the interior of the historic site seating only. No cooking or food prep will be done inside of the historic home to preserve its historic nature and charm. In addition we look to with the permission of the CRA and the historic preservation board develop an east facing patio deck area with seating and an outdoor bar area. To accommodate the need for restrooms as well as the kitchen we propose modifying four to six shipping containers and repurposing them to be restrooms as well as a fully functional kitchen with the capacity to service up to 200 guests at one time. With either a grant from the CRA or in lieu of the grant a land deed agreement with restrictions to only resale to the CRA we feel we can complete this project within 12-18 months from the first date structural repairs would begin. We look forward to scheduling a meeting with you to discuss the next steps. Sincerely, Anthony Barber Troy's BBQ The Barber Family Co LLC The Davis Family Co LLC Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 8, 2021 Board Member Romelus moved to approve. Vice Chair Hay seconded the motion. The motion passed unanimously. Board Member Romelus asked if staff considered a counter offer for the property. Mr. Simon explained they did, but the Board voted to stay at the $275K. Regarding the 115 N 4th Avenue, a counter offer was made and the Board wanted the cap to be $275K. Buying the property would add two additional units. The park is inside the project, but there are two or three homes to the west of Ms. McIntosh and an entrance road to the east of the homes. The price offering is above appraised value, but within a reasonable and previously approved amount. They are fair prices. This property is 2,500 square foot bigger and the house is about 300 square feet larger, 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 Chair Grant did not want to accept the Letter of Intent because of all the requests for outdoor kitchens next to residences. He would rather have a barbeque-themed event in the CRA District to help promote the restaurants. Mr. Simon explained they would bring plans to the Board during the budget in July. Board Member Katz thought they should direct staff to reach out and advised he supports looking into this because the applicant has a good track record, but they have to think of what to do with the building. He wanted to explore it noting the building would not be demolished and it is too expensive to move. The applicant has been inside the building and has plans for restaurant renovation. He had copied Planning and Development on the LOI and met with them previously to convert the house in a similar matter to what Shovel Ready had proposed in the past. When he got the LOI with the included shipping container idea, Mr. Breese contacted him and asked if he was aware of the idea and Mr. Simon was not. Staff can begin to have a discussion with city staff if they do not want to tie it to the property at 211 E. Ocean Ave. It was noted Mr. Barber is no longer on the CRA Advisory Board. Board Member Romelus noted the LOI indicated he would not cook or food prep and learned it would not be done in the house. A lot of what would typically have to be been redone on the interior would not be done, avoiding a lot of Code and LDR upgrades to the building. There was a lot of information he would like to get. Chair Grant wanted to direct staff to explore the proposal more and get more information needed from the City to see if new LDRs were needed. Motion 14 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida June 8, 2021 Board Member Penserga moved to table the item for staff to bring back more information. Board Member Romelus seconded the motion. The motion passed unanimously. C. Consideration of Award and Contract for Responses to the Invitation to Bid to Perform Landscape Maintenance Services on Properties Owned by the CRA Ms. Utterback explained the current contract is up at the end of June. They went out to bid and received three responses. She reviewed the lowest bid was Vincent and Sons who is the current contractor. Motion Vice Chair Hay moved to approve. Board Member Katz seconded the motion. The motion passed unanimously. 17. Future Agenda Items A. 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 B. Consideration of Award and Contract for Responses for the Management of the Boynton Harbor Marina C. Approval of the FY 2021 - 2023 Boynton Harbor Marina Dockage Lease Agreement D. MLK Jr. Boulevard Corridor Commercial Redevelopment and Affordable Multi-Family Rental Apartment Project Update E. Ocean Breeze East Affordable Multi-Family Rental Apartment Project Update 18. Adjournment Mr. Karjalainen read a closing statement explaining how the public could access the video. There being no further business to discuss, Chair Grant adjourned the meeting at 7:30 p.m. Catherine Cherry Minutes Specialist 15 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 NElst 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 LOI 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 1 st 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 BOYNTOI� p11ll //mow BEACH CRA Boynton Beach Community Redevelopment Agency Policy for Processing Letters of Intent to Purchase Property The Boynton Beach CRA ("CRA") will use the process outlined in this Policy for Processing Letters of Intent to Purchase Property ("Policy") to address any Letters of Intent to Purchase Property that the CRA receives that are not the result of a formal request for such letters. The Policy is designed to ensure a fair process for property disposal, furthers the goals and objectives of the 2016 Boynton Beach Community Redevelopment Plan, and acts in the best interest of the CRA. Letter of Intent Policy: When the CRA receives a Letter of Intent to purchase a property owned by the CRA, the CRA staff will add an item to the agenda of the next regularly scheduled CRA Board meeting to discuss the Letter of Intent. However, if the Letter of Intent is received by the CRA less than 5 days before the next regularly scheduled CRA Board meeting, the CRA staff will add the Letter of Intent item to the agenda of the next available regularly scheduled CRA Board meeting. The CRA staff will include the Letter of Intent and all supporting documents as backup to the Letter of Intent agenda item. At the regularly scheduled CRA Board meeting,the CRA Board may consider one of the following options upon receipt of a Letter of Intent to purchase a CRA-owned property: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty(30)day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal(s); Option II - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses,and selecting the successful proposal(s); or, Option III -The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. 00849969-1 The Barber Family Co LLC Business Anthony Barber, Owner Created on August 27, 2021 1 THE BARBER FAMILY CO LLC Executive Summary Product The Barber Family Co LLC produces high quality BBQ dishes and has been for over 25 years. We source fresh meat and vegetables in our down home southern barbecue dishes. We make bbq for all people, believing and striving to continue to make bbq the hard way. Customers The target audience for The Barber Family Co LLC is adults, specifically we want to cater to families, corporate partners, governments, as well as young and moderate adults who enjoy craft items. Future of the Company Although the BBQ business is highly competitive, we believe that there is a place for high- quality, attractive, durable, and affordable BBQ as well as other amazing dishes. Our goal is to create and market food that will satisfy all with quality recipes that are timeless. 2 THE BARBER FAMILY CO LLC Company Description Mission Statement To be always the desired place for; great food, beverages and delicious complementary desserts & bakery products to enjoy with family and friends. Principal Members Anthony Barber— owner. Legal Structure The Barber Family Co LLC is a sole proprietorship. 3 THE BARBER FAMILY CO LLC Market Research Industry The Barber Family Co LLC DBA (To Be Determined) will be apart of the community of Boynton Beach. Currently, there is an increased demand for outdoor dining establishments as the pandemic rages on and there is not a clear end in sight. The largest restaurants that primarily offer indoor dining have suffered because they either don't have the space available to offer the same dining experience outside or they are unwilling to pivot. This industry is currently suffering from the effects of the pandemic even with assistance from government programs. However, establishments that have been able to pivot and or establish outdoor dining spaces for their guests have thrived. This means there is a potential for growth as the economy recovers for establishments that primarily focus on outdoor/open air dining as that is what most patrons are feeling most comfortable with. Detailed Description of Customers The groups that the company plans to market to are every adult with an income range of $30,000 - $120,000 a year. Our target customers are interested in eating quality authentic food while enjoying the ambiance of the restaurant as well as the experience of service and available craft cocktails. They value quality and they research the restaurants they dine in. Our target customers are willing to spend more money on products that are of higher quality and satisfying. Company Advantages Wooden Grain Toys has the following advantages compared to competitors: Basic, practical designs. Safe, non-toxic paints, parts, and accessories. Easy-to-assemble parts. All components are manufactured in America and made with grade-A wood, high quality steel, and rubber. Quick, 48-hour delivery since our goal is to keep at least 50 units of each toy in stock. High-quality, interactive website. Face-to-face interaction with customers at craft shows over a three state area. 4 THE BARBER FAMILY CO LLC 5 THE BARBER FAMILY CO LLC Service Line Product/Service The Barber Family Co LLC DBA (To Be Determined) will sell classic American food centered around fresh locally sourced vegetables, and quality meats and seafoods. The dishes will be chef and family inspired and will resonate with all genre's of people. Some of the items we look to include are: Chargrilled Oysters Rib Eye Steaks NY Strip Steaks Locally sourced fish & Seafood Large wedge salads Soups Craft Cocktails Sandwiches Brunch Homemade desserts Pricing Structure The Barber Family Co LLC DBA (To Be Determined) will offer its products for the following prices: Traditional Entree dinner- $25-$45 Cocktails- $8-$14 Soups - $5- $11 Desserts - $8-$12 Product Lifecycle All The Barber Family Co LLC DBA (To Be Determined) products will be made fresh daily in house or sourced locally. 6 THE BARBER FAMILY CO LLC Research and Development The company is planning to conduct the following research and development: Include a feedback mechanism on the website for ideas, suggestions, and improvements Provide comment cards for distribution at craft fairs or food truck events Review available market research to identify top restaurant locations and reason(s) for their popularity THE BARBER FAMILY CO LLC Marketing & Sales Growth Strategy To grow the company, The Barber Family Co LLC DBA (To Be Determined) will do the following: Sell products at craft fairs in Palm Beach, Broward, and Miami- Dade Counties from our food truck. As business grows, advertise in target markets, especially in advance of the holiday season. Communicate with the Customer The Barber Family Co LLC DBA (To Be Determined) will communicate with its customers by: Providing an email newsletter with company news, product information, and food truck schedule. Using targeted Google and Facebook advertisements. Utilizing social media such as Twitter, YouTube, Facebook, Linkedln, Pintrest and TikTock. Providing contact information on the company website. Adding labels on products that include company name, contact info, and web address. 211 E Ocean ave Boynton Beach The Barber Family co LLC would like to purchase the home for$200,000.00. We would like to purchase the home in the manner of services. We propose to offer the city of Boynton Beach the equivalent of$350,000.00 in meal services to the elderly, homeless, and children over a period of 7 years at an average cost of$9/meal. That number equals about 460 available meals per month. The construcSons costs associated with the project including the completed modified shipping containers is$604,756.85 of which $404,756.85 are esSmated construcSon costs. The Barber Family Co LLC will fund this project with a combinaSon of cash on hand which is verifiable through our financial insStuSons as well as one business loan from Valley Bank which we have prequalified for$750,000.00. a THE BARBER FAMILY CO LLC Celebratin ye�rs 5g CAULF10...D &WHEELER, INC. EngVraeerimng EB0003591 CoursauV4'une�iF uro¢�6U� pus SurveyorsV hV%�q�l�a P l �� Q V /�f �/n OV Surveyumg V.V 0003591 Landscape Architecture LCO000318 Mr. Anthony Barber The Barber IFamily Co., 11C 1920 S Federal II Nigh aay Boynton Beach, Fl..33435 Project Description- The scrip tion-Thar B arlb r Family Co., Vic seeks to develop the histaaricaall building and site located at 211 East Ocean Avenue for that purpose of opening as new restaurant, A change at use from ResidenHaal to Restaurant and Minor Site Plain approval will need to be obtained for the Project. Cro-1a ed„�irchitechiraal and i._rs The existing t c story 745 SF +/.-o6 inaal main historic house will Ibc renovated. The one story addition that was built at fhe rear of than building will be demolished.The first floor will be limited to greefling patrons and restaurant seating.The second floor will be used for storage and the bathroom will be removed,The building will receive new air condltioning equipment and atuucf ork. A inew 348 SF .a"/- frauinf porch with wood iraailing, an AIDA accessible raarnp with wood raaiilin , and as new east entry door will Ibe added tea the existing building. A new re-aar door and new wood steps will be added to connect the indoor seafing are to outside near the cooking and beverage service containers. Concrete pods, (power,water, and sewer connections will be Ipirovided for five ou.utpaxrcell shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and iref6gerafed storage, A grease trap will be provided. A cluurmlpster enclosure with hose bib and drain will The provided. Design of site lighting tc meet code is included. linterior Ilii hfiin , exterior lii titin instaallled to than main house, and electrical receptacles will remain. Emergency egress it hfing, fire extinguishers, and exit lights will be added tea inn l- life safety code. The existing electrical service and electrical panel will be uupasized to meet the project requirements,, If',rp aaasa a uyil IE:Fn ineerlin Site paving, grading and drainage,water atet of on and saanitaary sewer will the modified to meet all city codes. U flilifies and all underground sleeving for electrical and irrigation will be installed per approved plains. Drn as g daa on -this if� The large trees at the ars. We intend fano recycle call the plant material ffroint and rear of the property are proposed to be preserved in pallaace. Paali ns thaat can be relocated will be used around the site, The current driveway will be removed canal' as new driveway with one Fiaandiicaap5 Iparking spot located aat the entry to the establishment. Ain abundance of tropical landscape is to be used to provide ambiance and to s€affen the appearance of interiors tructures,. (Kitchen ffaaciiliities will be to than West of an outdoor mining area,restroom ent6es to the North are screened by an interior planter island.The majority of guest seating is to be outside,with shade saallls, paaalirm frees and faains with misters to provide as comfortable atmosphere. 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Upon acceptance of this proposal, AIA Document B105-2017, Standard Short Form Agreement between Owner and Architect, will be provided and replace this Proposal as the Agreement for services. Project Description: A change of use from Residential to Restaurant and Minor Site Plan approval will need to be obtained for the Project. The existing two story 745 SF +/-original main historic house will be renovated. The one story addition that was built at the rear of the building will be demolished. The first floor will be limited to greeting patrons and restaurant seating. The second floor will be used for storage and the bathroom will be removed. The building will receive new air conditioning equipment and ductwork. A new 348 SF +/-front porch with wood railing, an ADA accessible ramp with wood railing, and a new east entry door will be added to the existing building. A new rear door and new wood steps will be added to connect the indoor seating area to outside near the cooking and beverage service containers. Concrete pads, power, water, and sewer connections will be provided for five outparcel shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and refrigerated storage. A grease trap will be provided. A dumpster enclosure with hose bib and drain will be provided. Design of site lighting to meet code is included. Interior lighting, exterior lighting installed to the main house, and electrical receptacles will remain. Emergency egress lighting, fire extinguishers, and exit lights will be added to meet life safety code. The existing electrical service and electrical panel will be upsized to meet the project requirements. Description of Services to be provided: Task/Phase Description of Services Phase I 0 Drawings of the building and site lighting photometrics required for a Minor Site Plan approval will be Site Plan Approval provided to the Owner's Planner for submittal to Planning & Zoning in the City of Boynton Beach. Attendance at meeting with City staff or public hearings are Additional Services. -2- Phase II • Site visit by Architect and Engineers to document existing conditions Building Permit Drawings 0 Provide CAD background drawings to Structural, Mechanical, Electrical, and Plumbing Engineers as a basis for their design drawings and calculations • Preparation of design drawings and specifications for building permitting Usual and customary building permit design drawings and specifications including: • Architectural & Life Safety design drawings & specifications • Structural Engineering design & calculations • Mechanical Engineering & energy calculations • Electrical Engineering • Plumbing Engineering • Meetings with consultants and Owner • Coordination with the Owner's Civil Engineer, Landscape Architect and Planner Phase III • The Architect will assist the Owner in obtaining bids and provide Bid Instructions to three GCs if requested Bidding & Negotiation by the Owner as an Additional Service. • Response to GCs questions during bidding is included. Phase IV 0 Response to plan review permit comments and drawing revisions as required for obtaining a building Permitting permit in Boynton Beach, Florida is included. Phase V • Shop drawing review of Contractor's submittals is included for all disciplines. Construction Administration 0 Response to Contractor's RFI's is included. Phase • Two site visits by the Architect during construction are included. Additional visits, if needed, are based upon the hourly rate schedule. • Architect review and certification of contractor's applications for payment are Additional Services if requested by the Owner based upon the hourly rate schedule. The Architects consultants include: • Structural Engineer • Mechanical Engineer • Electrical Engineer • Plumbing Engineer Proposed Fee Schedule: Stipulated Sum $37,750 Reimbursable Expenses $ 1,000 Budget Hourly Rates for Additional Services: Principal Architect $180 Project Manager $160 Project Coordinator $140 -3- BIM/CAD Technician $100 Administrative $ 80 Owner's Responsibilities: Provide a current boundary and topographical survey including location of existing trees and elevations in PDF and CAD format. Provide soil testing and percolation tests required for the project. Provide Structural and MEP Engineering drawings for shipping containers. Selections of fixtures, furniture, and equipment. Government Agency fees are Owner's expenses. Exclusions Structural and MEP Engineering for Shipping Containers Geotechnical Testing and Report Surveying Civil Engineering Landscape Architecture The scope of work does not include the following changes to the existing historical building that may be required to bring the building up to code during the permitting review process: structural repairs or alterations, changes or replacement of thermal insulation, energy code upgrades, window and door replacement, replacement of existing wiring or receptacles, replacement of plumbing pipes, or any other changes required by the building department. If renovations are required to the historical building to bring it up to the current code by the building department, then the Architect will prepare an additional services work authorization that will be presented to the Owner for approval prior to commencement. Reimbursable Expenses Printing costs and presentation boards in performance of this service and specifically related to this project will be reimbursable and will be billed to the Owner at cost plus a 20% administrative cost. Invoicing Billing will be monthly and a retainer of $11,325 (Eleven thousand three hundred and twenty five dollars) will be required to commence work) and is the minimum fee under this proposal. Terms This proposal is valid for 30 days from receipt. We are sincerely grateful for this opportunity and look forward to working with you. Please contact me with any questions regarding the proposal and/or indicate your acceptance below. Kindest regards, ASANTE DESIGN GROUP LLC Juliette L. Schiff, AIA, NCARB, LEED AP BD+C State of Florida Registered Architect, AR94008 Accepted by: Anthony Barber Date Authorized Representative PROJECT NARRATIVE Mr. Anthony Barber The Barber Family Co., LLC 1920 S Federal Highway Boynton Beach, FL 33435 Project Description: The Barber Family Co., Ilc seeks to purchase and develop the historical building and site located at 211 East Ocean Avenue for the purpose of opening a new restaurant. A change of use from Residential to Restaurant and Minor Site Plan approval will need to be obtained for the Project. Proposed Architectural and Engineering Changes: The existing two story 745 SF +/-original main historic house will be renovated. The one story addition that was built at the rear of the building will be demolished.The first floor will be limited to greeting patrons and restaurant seating. The second floor will be used for storage and the bathroom will be removed. The building will receive new air conditioning equipment and ductwork.A new 348 SF +/- front porch with wood railing, an ADA accessible ramp with wood railing, and a new east entry door will be added to the existing building. A new rear door and new wood steps will be added to connect the indoor seating area to outside near the cooking and beverage service containers. Concrete pads, power, water, and sewer connections will be provided for five outparcel shipping containers for: cooking, beverage service, unisex toilet rooms with individual lavatories, and refrigerated storage. A grease trap will be provided. A dumpster enclosure with hose bib and drain will be provided. Design of site lighting to meet code is included. Interior lighting, exterior lighting installed to the main house, and electrical receptacles will remain. Emergency egress lighting, fire extinguishers, and exit lights will be added to meet life safety code. The existing electrical service and electrical panel will be upsized to meet the project requirements. Proposed Civil Engineering Changes: Proposed Landscape Architecture Changes: Proposed Development Costs: 1. Purchase of building and land 2. Architect, MEP Engineer, Structural Engineer 3. Civil Engineer 4. Landscape Architect 5. General Contractor 6. Shipping Containers 7. Furniture, Fixtures & Equipment 8. Building permit and site plan approval fees Total project development cost -2- MM7LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:1 of 6 MIAMI,FL 33147 305.302.6250 QUOTATION PREPARED FOR: Project Name 211 East Ocean Avenue - Boynton Beach 08/17/2021 PRODUCT QUANTITY & PRICING: Qtv Description 1 40' CONTAINER — KITCHEN $88,800 1 20' CONTAINER — BAR (Doors on both ends and serving $40,900 windows on the west side 1 20' CONTAINER — REFRIGERATED (50% Refrigerator/ $42,100 50% Freezer 1 20' CONTAINER - ADA BATHROOM $59,300 ENGINEERING-MEP-STRUCTURAL $9,000 PROJECT TOTAL $240,100 Payable as follows: • $50,000 due at agreement inception. This will be used to purchase all the containers • $70,000 due at beginning of fabrication • $100,000 progress payment due when: all steel fab is complete, framing in, utilities roughed in, interior wall coverings in. • $20,100 final payment(or adjusted balance)due at completion (customer inspection &approval), before delivery. Fabrication timing: LRBC requires 14 weeks to fabricate the 4 container units specified here, (assuming no subcontractor or permitting delays) Third party inspections: The building department plan review&inspections will be performed by a third-party engineering team. The costs of this service are borne by the client. Pre-Permitting quote and adjustments: These structures are not engineered or fully specified yet for your specific site/project. Some items are listed individually below with allowances. As the final design and MEP is complete and costs are in, price adjustments, (up or down)will be made to align the allowances to the actual costs. The graphics represent a pre-engineering placeholder design. It is understood that some items may change. WWW.LITTLERIVERBOXCOMPANY.COM 1305.582.600719200 NW 27TH AVE MIAMI,FL 33147 MM7LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:2 of 6 MIAMI,FL 33147 305.302.6250 GENERAL NOTES ENGINEERING & PERMITTING: These units will have engineering as part of this pricing. Included are background drawings that will be needed for inclusion in the permitting set or other official sets. ELECTRIC, HVAC, PLUMBING &GAS: LRBC to provide: All utilities within the boxes and an exterior connection point. CLIENT to provide: Labor& materials for all site utility runs and connections. DELIVERY: Client responsible for delivery costs. F.O.B. LRBC Plant, Miami, FL INSTALLATION: LRBC TO PROVIDE: 2 persons on site for install days to assist (in an oversight capacity)with install logistics & box placement. (Three 8-hour days maximum) FOUNDATIONS: Client Provided: Will share our know how with client CHANGES: If a change or new information is conveyed after the job starts and a change is needed to accommodate the new information, either digital or physical, a change-order charge will be incurred to offset the additional work. This proposal is valid for 30 days. The bottom of this page left blank. WWW.LITTLERIVERBOXCOMPANY.COM 1305.582.600719200 NW 27TH AVE MIAMI,FL 33147 MM7LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:3 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 40' KITCHEN Com onent Description Container Like-new condition high cube containers—"one-wa "40' container with minimal wear. Exterior Industrial aint on ori final container, one color. Insulation R-13 Walls, R-30 ceiling Interior Walls/Finish FRP walls, metal or FRP ceilin Doors Steel frame, steel door, locking &closer hardware. Service Window Sliding window, surface mount. aluminum frame, impact glass sized approx. 8'wide x 28"tall Service shelf Stainless, a rox. 8'x 24" Hood B Ca tiveaire or similar Standard 8' hood with fire su ression included Electrical 200 am breaker panel, outlets&swit hing as per Ians/code. Plumbing Hot, cold and waste piping are run as required. An on-demand or standard water heater is provided (allowance of$400 for WH). The waste line will be accessible under the unit at the perimeter. HVAC Mini Split Gas N/A Interior Li htin LED ceilin fixtures Exterior Li htin 3 fixtures, Sunlite VTA100 orequivalent ,',Appjiances Water heater Walk in Cooler INCLUDED is a walk-in cooler Tx 8' Awnin Shown is an OPTIONAL awning at the front. Not included in this ricina. ................................................................................. 9, P,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Equipment The image shows a suggested equipment layout. With the exception of the hood and the cooler, equipment is not included in this proposal. w. ............................................................................................................... WArK TN COOLER WWW. f r LITTLERIVERBOXCOMPANY.COM 1305.582.600719200 NW 27TH AVE MIAMI,FL 33147 Ms7LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:4 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 20' BAR Component Description Container(s) Like-new condition high cube container(s) —"one-way"with minimal wear. Container doors left on, permanently closed. (option for solid wall in place of doors...$2500) Exterior Metal primer plus one color top coat single part industrial paint Insulation None with open-air building Flooring Epoxy commercial floor Interior Walls Painted corrugated steel Ceiling Painted corrugated steel Exterior door Steel security door as per drawing, with commercial hardware. Service Opening Sized approx. 16'x 4'. Closed off with a roll-down "garage door" Service shelf Stainless shelf approx. 16'x 2' Ventilation 2 ceiling mounted fans. Thermostat-controlled roof-mounted exhaust fan. Fire None quoted Plumbing Allowances: All inclusive plumbing at$2,500 Electrical & lighting Allowances: All inclusive electric& lighting subcontractor at$3500 Note Noequipment riced. 1; HI .I I . I!: Illi � J I ,I I EQUIPMENT SUGGESTION I WWW. I ' 1 1 � . . l ; I II I I LITTLERIVERBOXCOMPANY.COM 1305.582.600719200 NW 27TH AVE MIAMI,FL 33147 MM7LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:5 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 20' STORAGE CONTAINER, REFRIGERATED Component Description Container(s) 2010-2011 refrigerated container with Carrier refrigeration machinery. 460V, 3 phase (other voltages available) Allowance of$11,000 for used refrigerated boxes. Exterior One color top coat single part industrial paint. Flooring Metal slats (unworked by LRBC, as it comes from the supplier) Interior Walls Unworked by LRBC, as it comes from the supplier Ceiling Unworked by LRBC, as it comes from the supplier Exterior The container doors will be removed and replaced with a lockable cooler door(36 x 84) set in an doors insulated wall panel. 20' COLD, STORAGE 20' VENTILATED STORAGE ... ,� WWW.LITTLERIVERBOXCOMPANY.COM 1305.562.600719200 NW 27TH AVE MIAMI,FL 33147 MM7LITTLE RIVER BOX COMPANY 9200 NW 27TH AVE. Page:6 of 6 MIAMI,FL 33147 305.302.6250 SPECIFICATIONS FOR 20'ADA BATHROOM Component Description Container(s) Like-new condition high cube container(s) —"one-way"with minimal wear Exterior Metal primer plus one color top coat single part industrial paint Insulation As per codes, specified as batt insulation. Flooring Ceramic tile with an installed price of$10/sf Interior Walls Painted beadboard panels with FRP wainscot Ceiling Painted beadboard Exterior doors Steel security doors as per drawing. With commercial hardware. HVAC Allowances: All inclusive AC and ventilation subcontractor at$5000 Electrical & lighting Allowances: All inclusive electric& lighting subcontractor at$3000 Plumbing Allowances: All inclusive plumbing including all fixtures at$6000 Washroom accessories Soap dispensers, paper towel dispensers, TP holders, grab bars, mirrors. Mid-priced units. Note No equipment screening is specified or priced. 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II 'd (Illillfll�,llll� i ,, I W I �/ w� From: Shutt,Thuy To: Anthony Barber Cc: Juliette L.Schiff; "Allan Hendricks"; Utterback,Theresa; Nicklien,Bonnie;Curfman,Vicki Subject: RE:Anthony Barber has shared a folder with you using Dropbox Date: Wednesday,September 8, 2021 1:46:00 PM Attachments: Allan H-PROJECT-NARR.udf JULIETTE SCHIFF-211 E OCEAN AVE-NARRATIVE.docx Good afternoon, Anthony, I have reviewed your package and did not see the following items. Please note that the items below will need to be addressed if/should the Board decide to move forward with an agreement with the Barber Family Co LLC based on the LOI. 1. Barber Family Co LLC Business Plan, Company Advantage (Page 4)—Connection between the BBQ shipping container restaurant concept to Wooden Grain Toys. Was this a cut/paste error? 2. Project costs—I see that there is a reference in your business plan that the project costs totals $604,756.85 and $404,756.85 is the estimated construction costs. • Please confirm the cost of the container, is it$200,000 or$240,100 as indicated in the Little River Box Company Quote? • Please provide a completed cost narrative. Two versions have been provided by Caulfield & Wheeler, Inc. and Asante Design Group LLC but both do not have the total project breakdown that coincides with the Barber Family Co LLC Business Plan's narrative on Page 8, 211 E. Ocean Avenue Boynton Beach (see attached). • Please provide cost of the adaptive reuse of the existing building and confirm if this is included in the $404,756.85 since this item is not included in the Caulfield & Wheeler, Inc. cost breakdown above 3. Timeline for activation —Asante Design Group LLC provided their description of services but no timeline associated with the Phases I-V, please provide overall timeframe which includes design, entitlement (planning, zoning, development review approvals, etc.), permitting, construction, and anticipated time that the business will be open for business 4. Please provide a Pre-qualification letter from Valley National and a description of how this funding will be used for the associated costs described above. Specifically, will this be used for soft costs, construction costs, equipment, and/or operations? Any limitations or condition on the loan that may require the CRA property to be used for collateral. Staff will forward these documents as supplement to your May 27th LOI and they will be presented to the Board at the September 14, 2021 CRA Board meeting along with the other three LOIS received for the property. If you have additional questions, please feel free to contact me. Thank you. From: Anthony Barber<atbarber@troysbbque.com> Sent: Thursday, September 2, 20213:51 PM To: Shutt, Thuy<ShuttT@bbfl.us> Subject: Anthony Barber has shared a folder with you using Dropbox Hi, Here's a link to "magnuson back yard" in my Dropbox: https://www.dropbox.com/sh/wi-jgmafoizgdo-j-j/AABm5dX501cbXTkCxn7y8RK9ma?dl=0 Sent from my iPhone From: Shutt,Thuy To: Juliette L.Schiff Cc: Anthony Barber; "Allan Hendricks"; Radiaan,Amanda; Utterback,Theresa; Nicklien,Bonnie;Simon,Michael; Rumpf, Michael Subject: RE: 211 East Ocean Ave-Troy BBQ Date: Tuesday,August 3,20216:14:00 PM Attachments: imaae002.pna Hi,Juliette, It was nice to hear from you again. Per our conversation, the answers are provided below with a caveat that they must be verified with the Planning and Development staff at the City. Amanda Radigan, Principal Planner, is copied in the email and will be able to help schedule a pre-application meeting and confirm my comments below for Items 1, 2, and part of 3e. Let me know if you need anything else. Thank you. From:Juliette L. Schiff<julie@asantedesigngroup.com> Sent: Friday,July 30, 20218:32 AM To: Shutt, Thuy<ShuttT@bbfl.us> Cc: Anthony Barber<atbarber@troysbbque.com>; 'Allan Hendricks' <allan@cwiassoc.com> Subject: 211 East Ocean Ave -Troy BBQ Good morning Thuy Allan Hendricks and I are working with Anthony Barber to provide the drawings that the CRA is requesting for the disposal of the land. To assist us with expediting the submittal, and because I know from working with you in the past, how extremely organized and responsive you are, kindly provide the following: 1. Zoning and future land use for the site— R3 Zoning and LRC Land I.J.se; Note this is in the CRA's Cultural District:and the CRA Plan recommends a land use amendment:to IMixed-[Jse. IMedium which corresponds to MI.J-2 or MI.J-3 zoning districts (Page. 76 of CRA Plan). Rezoning/land use change may be required. 2. Setbacks & FAR—See property development: regulations for recommended zoning (see PZ staff orAmerican Legal Publishing) 3.. List of documents and drawings required for the September 3rd submittal: This is for the CRA 9/14 Board Agenda. a. A brief narrative/summary of what:will be planned for the site ---more detailed than previous 1.01 (building area and uses, number of seats, parking accommodations, etc.) b. Conceptual site plan C. Conceptual graphic/rendering depicting how this site will Zook once. completed. Can be in 21D (elevations) or 31D (rendering or sketch) d. A budget:with costs associated with activating the business. This needs to include. offering price and any cost/benefit provided by purchaser ifasking for less than market price for the land, costs for design, construction, as well as bui|dout of container and retrofit the residential structure for the dining use, site costs, hovvtheprojectvvi|| beMnanced (cash, |oan, 8rant, etc), andvvhatis requested from the CRA. e. Development timeline for the project (acquisition through consbudion). 4. Any previous site plans, renderings, or drawings that the CRA has considered for the same site—Will send what we have under separate cover since it requires a little more research. Please ask Anthony ifheneeds more that was MikeSimon had forwarded tohim. | would suggest you also ask the Building Department for any previous building permit plans since that would be most helpful for you when evaluating the existing building. Looking forward to collaborating with you on this wonderful new addition to the district! Kind regards, ]uLEette Juliette Schiff AIA,mcAne.LssoAreo+c President+ or,i8n Principal ("D T0 '1"1"W""'2"1=" BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 NEW BUSINESS AGENDAITEM: 17.A. SUBJECT: Discussion and Consideration of Additional Letters of Intent Received for the CRA-Owned Property Located at 211 E. Ocean Avenue SUMMARY: On June 8, 2021 the CRA Board reviewed and discussed the Letter of Intent (LOI - dated May 27, 2021) from The Barber Family Companies LLC, to engage in discussions for the acquisition and redevelopment of the CRA owned property located at 211 E. Ocean Avenue (see Attachments I & II). The CRA Board tabled the item and directed CRA and City staff to meet to discuss the proposed use of the property for a restaurant concept that supports up to six shipping containers. At the July 13, 2021 meeting, the CRA Board accepted the Letter of Intent from The Barber Family Companies, LLC and directed staff to issue a 30-day Public Notice of Intent to Dispose/Lease the property in accordance with the CRA's Policy for Processing Letters of Intent (see Attachment III). The 30-day notice period ended on August 19, 2021. During the public notice period, the CRA received two additional LO Is. On August 9, 2021, the CRA received a second LOI from Brian Fitzpatrick proposing the relocation of the historic home located on the property to a vacant residential CRA-owned property located at 407 NE 1st Street (see Attachment IV). Mr. Fitzpatrick spoke under public comment at the August 8, 2021 CRA Board meeting at which the Board recommended Mr. Fitzpatrick resubmit his LOI with more details regarding his proposal which would be heard at the September 14, 2021 CRA Board meeting. On August 18, 2021, the CRA received a third LOI from Florida Technical Consultants (FTC) (see Attachment V). FTC is a civil engineering firm with a current office located in 515 E. Ocean Avenue. In their LOI, FTC proposes to acquire CRA-owned property in order to renovate and adaptively reuse the historic structure as a professional office and Geographic Information Systems (GIS) training facility. On September 8, 2021, the CRA received an LOI from Dr. Sami Dagher and Mr. Salam Dagher, the owners of 209 E. Ocean Avenue, the adjacent property located west of the subject property (see Attachment VI). The LOI proposes to relocate the existing historic structure so that the two properties may be combined and redeveloped for a new mixed use development consistent with the CRA Plan (see Attachment V 11). At the September 14, 2021 meeting, the CRA may choose to review and discuss the various LOls received and may consider one of the following: Option 1: The CRA Board may choose to select one and direct the CRA staff and legal counsel to negotiate the terms and conditions of a purchase and sale or lease agreement to be presented at a future meeting. Option 2: The CRA Board may decide to postpone reviewing Letter of Intent until their October 12, 2021 Board meeting. Option 3: The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers and direct CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal; or Option 4: The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of all Letters of Intent and elect not to proceed with any further action. FISCAL IMPACT: To be determined by the Board. CRA P LAN/P ROJ ECT/P ROG RAM: 2016 Boynton Beach Community Redevelopment Plan CRA BOARD OPTIONS: To be determined based on Board discussion. ATTACHMENTS: Description D Attachment I -Aerial Map for 211 E. Ocean and Adjacent Properties D Attachment II - Letter of Intent from The Barber Family Co, LLC D Attachment III -CRA Policy for Processing Letters of Intent D Attachment IV - Letter of Intent from Brian Fitzpatrick D Attachment V - Letter of Intent from Florida Technical Consultants D Attachment VI - Letter of Intent from Dr. Sami Dagher and M r. Salam Dagher D Attachment VII -CRA Plan (Cultural District) r it o' i Cry p mni � fi j 11. 4' 4W Is i i r r 1 i' i 211 Block Site Area The Barber FamilyCo EQUE BARB"" LLC CT 1920 S Federal Hwy Boynton Beach FL 33435 561-777-4934 www.BBQTroys.com May 27, 2021 Michael Simon Executive Director Boynton Beach Community Redevelopment Agency 100 E Ocean Ave 4th Floor, Boynton Beach, FL 33435 Re: Notice of Intent to engage in discussions for historic property 211 E Ocean Ave Dear Mr. Simon The purpose of this letter is to notify the intent of The Barber Family Co LLC as well as The Davis Family Co LLC in acquiring the property at 211 E Ocean Ave Boynton Beach FL 33435. Our companies would like to work with the city as well as the CRA to develop this property into what can be a staple of the downtown district. We intend to develop the property and make the interior of the historic site seating only. No cooking or food prep will be done inside of the historic home to preserve its historic nature and charm. In addition we look to with the permission of the CRA and the historic preservation board develop an east facing patio deck area with seating and an outdoor bar area. To accommodate the need for restrooms as well as the kitchen we propose modifying four to six shipping containers and repurposing them to be restrooms as well as a fully functional kitchen with the capacity to service up to 200 guests at one time. With either a grant from the CRA or in lieu of the grant a land deed agreement with restrictions to only resale to the CRA we feel we can complete this project within 12-18 months from the first date structural repairs would begin. We look forward to scheduling a meeting with you to discuss the next steps. Sincerely, Anthony Barber Troy's BBQ The Barber Family Co LLC The Davis Family Co LLC BOYNTOI� p11ll //mow BEACH CRA Boynton Beach Community Redevelopment Agency Policy for Processing Letters of Intent to Purchase Property The Boynton Beach CRA ("CRA") will use the process outlined in this Policy for Processing Letters of Intent to Purchase Property ("Policy") to address any Letters of Intent to Purchase Property that the CRA receives that are not the result of a formal request for such letters. The Policy is designed to ensure a fair process for property disposal, furthers the goals and objectives of the 2016 Boynton Beach Community Redevelopment Plan, and acts in the best interest of the CRA. Letter of Intent Policy: When the CRA receives a Letter of Intent to purchase a property owned by the CRA, the CRA staff will add an item to the agenda of the next regularly scheduled CRA Board meeting to discuss the Letter of Intent. However, if the Letter of Intent is received by the CRA less than 5 days before the next regularly scheduled CRA Board meeting, the CRA staff will add the Letter of Intent item to the agenda of the next available regularly scheduled CRA Board meeting. The CRA staff will include the Letter of Intent and all supporting documents as backup to the Letter of Intent agenda item. At the regularly scheduled CRA Board meeting,the CRA Board may consider one of the following options upon receipt of a Letter of Intent to purchase a CRA-owned property: Option I - The CRA Board may accept the Letter of Intent and direct the CRA staff and legal counsel to negotiate the terms and conditions of a Purchase and Development to be presented at a future meeting and direct the CRA staff to issue a thirty(30)day Public Notice to Dispose. If during the Public Notice period, the CRA receives one or more additional Letters of Intent to purchase the same property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses, and selecting the successful proposal(s); Option II - The CRA Board may determine that it is in the best interest of the CRA to solicit additional offers to purchase the property, the CRA Board will direct the CRA staff and legal counsel to develop a request for proposal document to be presented to the CRA Board for their consideration at the next available meeting. The CRA will then follow its regular procedures for issuing requests for proposals, evaluating responses,and selecting the successful proposal(s); or, Option III -The CRA Board may determine that it is in the best interest of the CRA to reject the terms and conditions of the Letter of Intent and elect not to proceed with any further action. 00849969-1 August 9, 2021 Thuy Shutt Interim Executive Director Boynton Beach Community Redevelopment Agency 100 E Ocean Ave 4th Floor, Boynton Beach, FI 33435 Re: Notice of Intent to engage in discussions about 211 E Ocean Ave Dear Ms Shutt, I would like to submit an Loi for 211 E Ocean Ave that involves moving the Oscar Magnuson House to 407 Ne 1st Street. The Boynton Beach CRA would retain ownership of 211 E Ocean, to allow development. This could provide important Community benefits, such as workforce housing. I own 2 vacant lots that are adjacent to a vacant lot the CRA owns at 407 Ne 1st St Boynton 33435. 1 propose the CRA, move the Oscar Magnuson house to 407 Ne 15t Street and perform improvements that will be determined. This would be very similar to the situation with the Ruth Jones Cottage, which the CRA moved to 480 E Ocean Ave. I would transfer ownership of my 2 vacant lots to the CRA, the details of which can be worked out later with staff. These 2 lots could be used with 407, to provide parking. While preparations are underway to move the Oscar Magnuson house, development of the combined site can be explored. We have the ability to create a project with exciting community benefits! 1F::11oriida I"' clhniic ll Coinsulltaints, III.....III.....0 533 East Ocean Avenue e "uitc 02 1::3oyintoin I1::3ea h, F1.... 33435 Fel (954) "14...8488 ROMA uF s¢reaCA CONI a IJANTS UVUVUV.'FV't d h i nc.co rn August 18, 2021 Ms. Thuy Shutt, Interim Executive Director Boynton Beach CRA 100 East Ocean Avenue 4th Floor Boynton Beach FL 33435 Subject: Letter of Intent to Acquire Property 211 East Ocean Avenue Dear Ms. Shutt, Florida Technical Consultants (FTC) is pleased to provide this Letter of Intent to acquire the historic property at 211 East Ocean Avenue, Magnuson House. We appreciate you consideration. Florida Technical Consultants is a Civil Engineering firm based in the Boynton Beach CRA. Our focus is implementing Geographic information Systems (GIS) to Municipal Utilities and Public Works Departments. This is a growing High-Tech industry which requires specialized training. We currently support Boynton Beach Utilities implementing Asset Management. Our intention is to restore the building and create an office with a PORCH training facility. The building is perfectly suited for this purpose. The City will benefit the FTC proposal. • The City wants to attract High-Tech firms in the CRA KITCHEN i COMMON • Maintain historic ties to the Schoolhouse Museum and other BATHROOM AREA historic buildings in City • GIS Training Facility I STAIRS TRAINING We have attached a site plan describing our vision of the office/training RGOM facility. ENTRY FTC Background We have attached a detailed firm profile which gives a detailed description of our staff and current projects. As a summary, we map City facilities in a computer platform and develop applications that allow staff to track facility maintenance. FTC Location We are currently located in the 2nd flood of the Harvey Oyer Building. This is a beautifully maintained historic office in the heart of Downtown Boynton beach. However our time here may be limited as this property may be sold and re-developed. We are interested in Magnuson because: • We appreciate the historic aspects of the building • We want to stay in the Boynton CRA In 2018 we visited Magnuson with the CRA and discussed submitting a Letter of Intent. At the time we felt we would outgrow the building within 3-5 years so it did not make sense. Since the pandemic, our staff have converted to working remotely. We will no longer need a large office space to work. We will need a meeting location for staff to have bi-weekly progress meetings. The building is perfect for our long term vision. Training Facility At FTC we routinely train our clients in GIS. Most of the training occurs at the client site. In some cases, clients come to the FTC office to get specific training on GIS software. This training requires instruction, practice and mentorship. James Barton was an ESRI Authorized Trainer and trained over 75 students through in-class instruction. '° ' In order to gain practical experience, students need to use GIS for many hours stretched over a long period of time. Its not something that can be shown once. jAnother aspect is how to leverage GIS to fit the specific needs of the J organization. All utilities have similar goals but have different operating conditions. Training has to be individually catered to match the organization. This takes time and repetition.g %f The Magnuson House is perfectly suited for a training facility. It has 2 Targe rooms for desktops, ample parking and access to local amenities, restaurants. It is very close to the highway. It is also ideal for City staff to access if they participate. The training rooms can be affiliated with the business development objectives of the City through the Cultural Center. FTC is always looking for local tech savvy residents who are interested in pursuing a career in GIS. Careers in Geographic Information Systems are growing at an incredible rate and will only continue to do so in the future. FTS has proven success in training and developing technicians. t We would like to recognize and train local Boynton residents / high school students who can go on to have successful and rewarding careers in GIS. FLORIDA TECHNICAL CONSULTANTS Page 2 of 3 August 18,2021 FTC Proposal for 211 East Ocean Estimate of Cost FTC is an engineering firm familiar with permitting and implementing complicated construction projects. Much of the work can be done by staff who consist of engineers and general contractors. We have not completed a detailed inspection of the property with specialized tradespeople. We are estimating the following values of improvements: Element Cost Electrical $ 25,000 Appraisals HVAC $ 30,000 Tex Year 20,20 Roof $ 30,000 rr��q�u a �^ yyy� vyiq ""/"' lute $52,643 Plumbing $ 25,000 ?In,dlyllu.iu-u S180,118 Windows $ 75,000 Back Porch $ 30,000 yAgr��u. Yu��fl�,,u .��.q:'i+�+flu.u2 �2a76,11 Miscellaneous $ 50,000 AIIlI w?al uses are as of Ja.n uar,-� 1 s each Total Elements $ 265,000 year Project Management $ 40,000 Total Cost $ 305,000 * We are assuming the building is structurally sound The estimated cost of improvements exceeds the property value according to the Palm Beach County Property Appraiser. It will be difficult to spend money on the purchase if we intend to renovate the building. If the CRA wants to maintain the historic building, the money is better spent in restoration. FTC is open to the possibility of negotiating with the CRA to determine a solution. Summary FTC is very interested in continuing operating in the Boynton CRA. We believe that converting the Magnuson House into a High-Tech Office / Training Facility is in the best interests of the CRA. Boynton residents will also benefit from access to our training programs. If the CRA Board is in agreement, FTC will perform a detailed property inspection and negotiate a financial plan with the CRA. Should you have any questions, please do not hesitate to contact me at my office at (954) 954-8488 or send me an electronic message at jbarton@fltechinc.com. Respectfully submitted, Flo 'd Technical Consultants Jam Barton, P.E. President FLORIDA TECHNICAL CONSULTANTS Page 3 of 3 August 18,2021 FTC Proposal for 211 East Ocean 211 EAST OCEAN AVENUE rr r ,r PORCH KITCHEN/ COMMON BATHROOM AREA STAIRS TRAINING ROOM ENTRY �i DRIVEWAY 4ti 'SI uuuuuuuuuuuuuuuu � oo�i�'Yrr ri��rr �y SIDEWALK r 1 Inch = 20 feet 0 50 100 Feet Legend Conceptual Layout Building First Floor 1st Floor Driveway Sidewalk Building Interior Parcel Boundary Not to Scale HorldaTec:hnicaICon suItants 211 EAST OCEAN AVENUE rr r ,r OFFICE 1 OFFICE 2 STAIRS B/�TF1 2 SUB OFFICES �i DRIVEWAY 4ti 'SI uuuuuuuuuuuuuuuu � oo�i�'Yrr ri��ra �y SIDEWALK r 1 Inch = 20 feet 0 50 100 Feet Legend Conceptual Layout Building Second Floor 2nd Floor Driveway Sidewalk Building Interior Parcel Boundary Not to Scale HorldaTec:hnicaICon suItants i IFlloirii a Fe-chinfiicall Consultants ............................................................................................................................................................................................................................................................................................................ IIID IIII IIID °° Illrllll IIID GIIS 11iintegiratiloin °°° ,,,,I,,,,Illr iiii IIID iiii IIID 7C Firm Profile Florida TechnicaV Consultants Florida Technical Consultants, LLC (FTC), a civil engineering firm with a GIS specialization, was founded over six (6)years ago in January of 2014. Based on extensive experience with engineering and construction projects, and as an ESRI Silver Business Partner with an ArcGIS Online Specialty, the Goal of FTC is to provide comprehensive Engineering Information Management through: • Data Compilation and Analysis for Projects and Studies and Master Plans • GIS Data Building, Cleaning and Configuring for Utilities/Public Works/Management • Implementing data collection and updates by utility staff • Asset management based on condition, maintenance, repair, and customer service data, • Analyzing, compiling, and reporting expenditure information by utility type or service area, • Prioritization of results into a short or long term capital improvement plan, • General GIS Software Training FTC has five full-time staff dedicated to implementing GIS solutions. FTC builds information platforms to support a living Stormwater and Utility Master Planning: • Identify and track problem flood areas and RLAs • Interface with field teams or contractors to verify and clean facilities • Perform analysis and modeling to determine solutions • Coordinate with design and permit engineers • Manage construction information for site quality and reduced risk • Input record drawing data back into the system FTC has developed master plan solutions for City Engineers to track and manage projects with overwhelming numbers including: • Asphalt overlay and condition analysis • Street Signs and Striping • Sidewalks and ADA Ramps • Utility valves, hydrants, manholes, gravity lining These items are easy to manage individually,the solution allows the management of thousands of features. rtrlra {lrlrin.F r.rlr"ra :"r/trtra tr/trtrii rtaP�fRff�flWl'aP�fiRf4rtaP�fiRfl�ffkn'NflFf/h'aPlrl4(f(RGRf(RGRf(RGRf(RGRf(RGRf((f((lNfkAlflYa„(IGRf(RGRf(R�Rf((f((f(R„ll�fiRfl�fiRfl�fiRfl�fiRfl�fiRflfid(l�fid(l�fiRfl�fiRfl�fiRfl�fiRfl�fiRfl�fiRflfid(l�fid(l�fRfl�fRfl�fRU(�((1„Glf�'aPln,. 1 41( ✓ ti%NSW.. (! a s ' ru "'1mmr f ru mnpus i xro ! rc } 1 L ti N au q i o G A yl �� it s ry iuvnr,,p -7 ced 'ri Ana iia{q e�r ' mrirmi,rY�rmv,rr¢rmv,r�Nwnnr+rr,'rn�mwnnrrmmm,mmnrvr¢mnnrvr¢mnnrvr¢mnnrvr¢mwrnrnmvr,irrl�rirrrrnmmnm^mr,nrr+mr,irm mNrnnn¢rrnmrmmm^mlo,,,n.,i ..,, �61 � 5�Itx ..Df)!N'�NILi,i',� ,1 Jill Partner Network Arc,GIS Online Giesri SiNer N)" wl,mr�iM'nuRY dY 39 7C Implementation ti Florida TechnicaV Consultants Creating a robust GIS platform allows for improved Program Management. The elements include: • Data Development and Updates • Operations and Maintenance/Asset Management • Master Planning /Modeling /Studies • CIP Development • Design /Permitting • Construction • Repeat The following graphic shows the GIS data as central to the management workflow. I�n lu Data Development All GIS starts with data, which is the basis of all operations. Whatever condition or format the data currently resides, FTC can migrate into a standard GIS platform as a basis for data creation and maintenance. The data must be accurate enough for field teams to use it, and the teams must know how to correct it when they find issues. FTC has extensive experience developing data systems based on:. • ESRI Geodatabases for Water/Sewer/Stormwater • Custom Geodatabases for Vacuum/Electrical/Solid Waste/ Plants Data Collection and Correction It is possible to get information from a combination of data sources. The approach is much less expensive than mobilizing to the field. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillillilllllllllllllllll4011lll1111111111IIIIIIIIIIIIIIIIIIIII� �17C Florida TechnicaV Consultants , 1 u� r rnu,�d�� i��Vf fri�lll�i�� r The FTC process starts with all available data being loaded into GIS. That means that all data is in a central location where everyone has access. If an error is found, it is updated in GIS and corrected. Data sources include: • Existing Digital data • As-Builts • Wall Maps • Staff knowledge of the system /ti u As- uIilt co-ro--P�f,, Tracker, Corrections can be made to the data based on high resolution aerials. When there are still questions remaining which need field clarification, field teams will be mobilized to collect data directly from the field. FTC will create up inspection tools using ArcGIS Online that field staff can operate from mobile devices. This is a very efficient quality assurance tool. All corrections are used to automatically update the GIS base data. The data Is never lost in notebooks or stuck in peoples' heads. The data can be used to coordinate between departments, permit agencies, consultants, and contractors. Having reliable data saves money in design and construction. Better data reduces risk and promotes organized communications. With lower risk, contractors will provide better pricing knowing there is less chance of unexpected changes. 26 �17C Florida TechnicaV Consultants rHwy Fid+��"I�irui{�pr�a��a�,�ryr�i�i�F�t�j�pj�p��yl�ti{�II�I�fllll��l��lll�l�nllll6 111�I1111111111111111111111111 m >` �` � � y �� i v'"T"97"""�I�IIIIIIIIII,IIIIVIIIIIIIIIInlltll�' J i uii 011,y Utility Atlas t Data Editor r 1( 9 �' �' �� IIIIIIIIIIIIIIII Operations and Maintenance FTC has effectively implemented GIS tools to support field operations. • Applications • Asset Management Field teams can access data and information from mobile devices, saving time, money and increasing efficiency. Since the field staff are so critical to operations, FTC focuses most of our time developing the capacity and capability of these teams. The applications developed are specific to each client, and too numerous to mention. Some examples include: • Map inventory and red-lining corrections CA • As Built access from mobile devices • Water System Operations Tracking � , u o Valve Turning o Hydrant Maintenance ;y a o Meter replacement o Water quality testing o Breaks and Outage Management • Sanitary System o Lift Station Condition Assessment � to , o Gravity Main Lining o Blockages and Overflows • Stormwater System o Flood areas mapping 0 3-D Surface modeling o NPDES trackingTopography iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillilillillillillillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliililillilljllllII27IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII� �17C Florida TechnicaV Consultants • Public Works o Asphalt condition and overlay analysis SII i o Sidewalk planning and maintenance o ADA management • Facilities o Treatment Plant Mapping Public Works • Public Facing Applications o Parks 0 of Atlas o Community Rating System Master Planning/Modeling/Analysis GIS data is becoming, if not already the standard platform for 1 managing data and performing studies. FTC is proficient at GIS based modeling software for water, sewer, and stormwater. Plat Additional system analysis is available using ESRI built in tools. m' Management • Water/Sewer/Stormwater Modeling ..... ........_.. _.._.._.._..... • Heat Mapping Analysis—tracking breaks z p�.41,wl a ks When different tools are assembled in a common platform, the combination of tools enables a program management capability. Main Break Dashboards are very effective at tracking programs and project status. Leakage Tracking They provide real time information from whatever system they are built CO for. Managers can review system analytics and intuitively gather dp � Statistics information about a system and use the results for reports or permits. If more information is needed, the data and dashboards • can be tweaked to provide the data. At this stage it is particularly 9 ' important that field teams are trained and operational, as they collect most of the data. .J 9A,ll0Y1rvJ mrAJINJ$JNNP6"JHiy" wl., Maintenance Tracking lr'r/�gg�m2a�yyJr �« Ift,llr"�t1 ,, col i lft � 1,2116 -1,s51,383,414 . q �N Coll locted i�� 9702 13.' 42 rt.�lr�j aa� r n P 23,43;3 99 .xllez;tr,ci � r „. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliililillilljllllII 28 �17C Florida TechnicaV Consultants CIP Development . The result of data analysis and studies are 1 ' recommendations for system improvements. GIS can be ti applied to: • Identify problem areas � �. • Map the location ('Q nohwa • Perform Site Research with Field Staff �� � � C �' cs • Develop Capital Improvement Projects • Track progress of CIPs • Provide CIP total budgets to management through dashboards The benefit of a GIS based CIP Platform over a paper report is that the GIS Platform can be updated: war 'I"o m wale ' • As projects progress • When new issues are identified % � Program Engineering esi Having good data is crucial for Engineering Design. Having data in GIS is even better. It allows consultants to collaborate with management and make better decisions. The status of engineering projects can be included in the CIP tracking platform. Information from preliminary designs, surveys, and test holes can be brought into GIS to improve the base data. An integrated approach avoids duplication of effort, ensures that data changes are not lost in the plans, and the data is set up for GIS migration at the end of construction. FTC has been using a GIS based design approach for 20 years. Applying GIS facilitates all components of the design cycle, including: V% � N C aw Y Ywk M • Site Investigation • Report Preparation • Project Planning • Design and Preparation of �- specifications contract documeand nts • Permit preparation and review • Preparation of schedules • Bid award and evaluations Construction Inspection Services FTC knows that for a construction project to be successful, the CEI Engineer needs to understand the 3 elements: • The project: needs to achieve goals and be of high quality • The client: wants a smooth process with few resident issues • The contractor: wants to complete the project and leave with a profit iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliilillilillillillillillillillillilliillillillillillillilliillillillillillillilliilliilillillillillillillillillilliillillillillillillilliillillillillillillilliilliilillillillillillillillillilliillillillillillillilliillillillillillillilliilliilillillillillillillillillilliillillillillillillilliillillillillillillilliilliilillillillillillillillillilliillillillillillillilliillillillillillillilliilliilillillillillillillillillilliillillillillillillilliililillilljlllllI 29 �17C Florida TechnicaV Consultants Effective communication is critical to all elements. Inspection services can play a key role in the overall success of the project, as it sits in the front lines between the City and the residents. Resident participation starts at the 30% design stage. Once construction starts, keeping residents informed of disruptions and stopping calls to city officials can ensure success. FTC uses GIS to facilitate communication between all parties. In order to understand the project, FTC will: • Review construction permits needed for a project • Inspect City's underground utilities including water, wastewater and stormwater systems • Perform extensive pre-construction site reviews with documentation using mobile GIS • Inspect roadway construction projects • Inspect building structures • Construction sites erosion and sedimentation control Inspection • Prepare inspection reports and dailies • Read, witness and interpret test results of i v IX r w 'i =MWJ i i i During construction FTC will communicate with the client and residents by: • Initial and periodic construction meetings with residents • Providing FTC contacts to residents to take calls • Creating phasing plans and road closure maps for residents, fire, police, busses, trash etc. • Update progress plans in a mobile platform • Respond to resident issues To facilitate contractor progress, FTC will: • Review shop drawings • Set up communication protocol • Understand the project and site conditions • Continually monitor field conditions in advance of the contractor to spot issues • Reply to RFIs immediately • Work with surveyor to track progress • Provide accurate quantities • Close out project quickly and effectively iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillilliillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliililillilljlllllI 30 �17C Florida TechnicaV Consultants FTC has completed very large, complicated projects with great success using GIS to facilitate installation progress and disseminating information to key stakeholders. Site Plan Review James Barton spent many years as a plan reviewer for several municipalities including Fort Lauderdale, Lauderdale by the Sea and Coral Springs. GIS greatly facilitates the review process. All relevant data is loaded into a review map which includes • Streets and Addresses • Land Use/Zoning • Infrastructure, water/sewer/stormwater • Jurisdiction boundaries • Flood Zones • Topography (Lidar) During the review process the map can be used to extract relevant information required for review. Distances to facilities are can measured. The maps are available during the review meetings where detailed information can be reviewed including conflicts and potential connection locations. Revenue Generation Using GIS allows for financial data to be reviewed against parcels, aerials and land use maps. Together these data sets allow for financial information to be reviewed. FTC has found several hundred thousand dollars of lost revenue by applying GIS to different clients. If records aren't updated, billing isn't revised, and money is lost. The main areas of revenue validation include: • Stormwater Utility Fees • Tracking meter readings • Florida Department of Revenue C �,��J?,,„, �sem, yHr,,, mriw�➢1YW�7 �"sirr mn�uor1,�Y5Yi�J'�"���t N , Water SWILlf OO Ill coo i 'CityAnalysis Benefits o oao FTC has the strongest capability of implementing GIS in engineering related departments because: • Focus—We focus on providing these services independent of design • Understanding — We are engineers who have designed and built engineering projects, so we know the people, data and issues • Training — FTC works better when staff have GIS capability, reducing project costs and increasing the value of the system iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliililillilljlllllI 31 11rcAppiroach 'to Piroject Management Florida TechnicaV Consultants FTC is very pleased to provide our approach to accomplish the scope of services. Over the past 6 years we have been providing GIS services working with over 25 local municipalities with identical needs to Dania Beach, Florida. We have previously provided GIS services to municipalities of similar in size with supporting utility data, building and application development. The key focus areas Include: • Creating and maintaining an infrastructure asset database • Developing tools and applications to manage assets • Empowering field staff to interact with the system through training • Providing monitoring dashboards for management There are many facets to the system which may include Engineering, Public Services, Planning and Zoning. There are components for Dispatch 911, Police and Fire Rescue. FTC can assist with support services, data updates, software upgrades as well as 3rd party software maintenance. Management e000y FTC will be responsible for all project coordination and deliverables. It is proposed that services are offered on an hourly basis for typical GIS support services and staff augmentation. In instances where applications are being built, or where large data sets are being updated or corrected, lump sum projects may be preferred. There are benefits to both. Project objectives are best determined through scheduled monthly progress meetings where activities are planned for the upcoming time frame. Monthly Invoices are accompanied by project status reports which reflect the activities of the month and spell out agreed upon objectives with deliverable dates. Staff a a io There are times when additional resources are needed for routine maintenance services. FTC will provide staff to work on site or remotely. FTC will be able to sit in with a limited learning curve due to our familiarity with typical government applications and programs. FTC can assist with expanding GIS into other departments by accompanying new programs with training and support to ensure success. Projects FTC can provide advanced GIS analysis tools for resolving engineering issues including: • Completing or updating water/sewer/storm atlases • Master planning and modelling • Special studies • Coordinating information with permit agencies, residents, or commissions • Revenue generation General oao and ProposedPhases The FTC Team has developed a successful approach to implementing GIS in municipalities. The goal of the program will be to promote the use of GIS throughout the organization. The best results will come from exposing staff to the technology and getting their feedback and buy in. Each assignment will be implemented with the following work-flow: 32 �17C Florida TechnicaV Consultants o Meet with staff to identify needs o Build data and maps to support needs o Meet with staff to train, review results and identify additional needs During the program the ArcGIS Online platform will be utilized. The GIS structure will be identified, and organization installed. ArcGIS Online will be installed on staff desktops and mobile devices. Staff will be trained on applications. The requirements and costs for an expanded GIS will be developed. Methodology am Components including Qually Assurance The following key components highlight the flexibility in our approach matching your needs. Collect and Assess all available GIS Data • Meet with GIS/ IT/Project Manager • Review and evaluate data • Identify additional data sources required • Identify data update and distribution procedures Coordinate Meetings to set up Implementation 1 0 • Identify Departments • Identify Key Staff • Identify high value component• Identify public facing maps Set up Demonstration Projects • Install Organizational Online System • Create groups based on departments and users • Set permissions for viewing and editing • Create Demo maps per department • Create Demo applications based on existing data and past experience Interview Meetings with Departments • Separate interviews per department • Demonstrate capabilities of maps and apps • Gather information on additional needs • Identify key users Staff Training • Set up workstations • Set up mobile devices • Train staff in hands on basic uses • Obtain additional user requirements for long term growth • Identify software and hardware needs Technical GIS Training • Provide GIS technical training on advanced applications with Staff • Coordination with other agencies working with GIS data, County, State, etc iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliililillilljlllllI 33 �17C Florida TechnicaV Consultants Technical Guidance Memos (TGMs) - For each department interview, issue guidance memo which outlines • Department goals • Staff goals • Data needs to support the goals • Review staff capability for data collection and compilation IIIIIIIIIIIIII� Management Coordination Meeting • Establish GIS coordination between departments through regular management meetings • Review results of department interviews v Jrf, ii% • and TGMs • Establish and prioritize goals • Determine staffing and budget needs Deliverable and Measurable Results The program deliverables are necessary to recognize goals as being met and define success. Monthly Project Status Reports • Summary of TGMs • Outline Apps created • Indicate which staff and departments are using applications provided during training • Additional Data and Apps are Required by Departments • Hardware Standards and Software Requirements • Operational Support Needs (Data, Apps, Management) • Staff Development and Training • Estimates of Time Frame, Schedule and Project Budget All data and maps created during the Implementation Plan will remain with the Client. It is assumed: • The IT Department will assist with software and hardware installations • The Client will provide access to all relevant data, drawings, CAD plans and background information. • The Client will provide access to staff necessary to research data • The Client will provide access to staff necessary for training • The Client will provide a training location with a strong Internet connection Cost avi s FTC and GC are small local firms with low overheads. Our business model is not to have staff sit in the GIS Department billing hours. Our goal is to provide high quality service on a project by project basis with clear goals and deliverables, work as quickly and efficiently as possible to achieve those goals, then move on. The same approach will be made on longer term GIS maintenance projects which still need clear milestones to be successful. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillilillillillillillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliillillillillillilliillillillillillillillillillillillilliillillillillillillilliililillilljlllllI 34 �17C Florida TechnicaV Consultants Staff vaiila iiiiy FTC has a relationship with our clients such that priority items are prioritized, and other items are scheduled. Since most of the work evolves into staff development and training, the FTC team has flexibility to be available for any priority need at 100% level. We can focus 3 staff on any project to get It done. This means, and our clients know that we keep our staffing levels light and costs low. Fllolriida Techlniicall Consultants, ILILC„ Governmental Entities Client IList The FTC Office Headquarters is located at 533 East Ocean Avenue, Suite # 2, Boynton Beach, FL 33435. All services will be provided by the Boynton Office or through face to face training at the City Offices. The bulk of data updates will be handled remotely. There are five (5) employees based in Boynton Beach, (2) of which will be performing on-site training. All safety precautions will be adhered to during meetings and field services. Listed below are over 20 municipalities where we have or are currently performing services. It seems overwhelming, but due to the nature of the program, once data sets are built, the work-flow drops down to maintenance and training, which is flexible. This allows us to respond to any deadline if an urgency arises. 0 City Boca Raton, FL— Palm Beach County 0 City of Boynton Beach, FL— Palm Beach County 0 Coral Springs Improvement District (CSID), FL— Broward County 0 City of Cooper City, FL— Broward County 0 City of Dania Beach, FL— Broward County 0 Town of Davie, FL— Broward County 0 City of Deerfield Beach, FL— Palm Beach County 0 City of Hallandale Beach, FL— Broward County 0 Town of Highland Beach, FL— Palm Beach County 0 City of Marathon, FL— Monroe County 0 City of Miami Gardens, FL— Miami-Dade 0 City of Miramar, FL—Broward County 0 City of North Lauderdale, FL— Broward County 0 City of North Miami Beach, FL— Miami-Dade County 0 Town of Palm Beach, FL—Palm Beach County 0 Town of Palm Beach Shores, FL— Palm Beach County 0 City of Pembroke Pines, FL—Broward County 0 Solid Waste Authority (SWA), FL—Palm Beach County 0 South Martin Regional Utilities, FL— Palm Beach County 0 Village of Palm Springs— Palm Beach County 0 Village of Islamorada— Monroe County iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliililillilljlllllI 35 i IFlloirii a Fe-chinfiicall Consultants ............................................................................................................................................................................................................................................................................................................ IlRellevaiin' :::Iiiiroject F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants The following list outlines some of our pertinent qualifications. Cooper ilfy FTC converted the City CAD Atlas to GIS. Systems included water, sewer, and drainage. Michael Bailey, P.E. Geometric networks were set up and run for valve isolation and capacity analysis. Coordinated Utilities Director/City Engineer label hydrants with Fire Dept.Tracked progress of valve turning contractor.ArcGIS Online Appli- 11791 SW 49th Street cations were leve oped, and staff trained to inventory, verify features, and track emergency Cooper City, FL 33330 repairs. Phone: (954)434-5519 Fax#: (954)680-3159 10/10/2014—present—$205,027.50 PRIME mbailey@coopercityfl.org °' I / �r ,,..... ,, . cru,„1ROY-,'fl�.rrr✓I$'” P�V(I II�N`vr?� r t. J�yr�� � � " ori„ n nE James Barton, P.E., Staff:Teresa Chapman, Marcus Austin, Paula Fonseca&Kelly Conboy South IMardin IRe iienell Utflity FTC converted the utility atlas to GIS, including water and sewer. The process was complicated Monica Shaner, P.E., by the existing CAD parcel data being geographically incorrect in some cases necessitating field SMRU Director verification. Mobile apps were created in ArcGIS Online to validate data from the field. 9650 SE Water Street Hobe Sound, FL 33475 5/1/2015—present$113,520.00 PRIME irk%i Phone: (772)-546-6259 / Fax#: (772)546-6378 �, rr a ,,jr1/°,r / " ///r/ 1 L^dE LL#7a�rU/� �&Yi)y5" �r IG mshaner fi.martin.fl.us iS,S>'i77- NO �6 t i¢tp riir�/iriris rI Galiirayl/(i r� �Or r �� 1 t y U 1,✓j Jltil G/ James Barton, P.E., Staff:Teresa Chapman, Marcus Austin, &Kelly Conboy 8 F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants City of IM rathoin FTC converted City CAD Atlas to GIS. A systems geodatabase had to be created to handle the George Garrett vacuum sewer system. CAD text data was usedto populate geodatabases.ArcGIS Online Appli- Planning Director cations were developed, and the staff was trained to inventory and field verify features. 9805 Overseas Highway Marathon, FL 33050 10/7/2014—present—$339,684.25 PRIME Phone(305)289-4111 Sankary Cal�eetion hap,Area 7 Fax#: (305)289-9834 garrettg@ci.marathon.fl.us rwN »wr. 13 rt iN rrr ,.a rw rvm,o �"r 921 IN ,/ url rlrrn r tip/ , owtiva 7 u�i i 'a uxaw: . lura w... ' f � Ntl 1 b„ u 1�Ak>I fi J' I "r � �'im�� stir l W,✓ a w cvnneg 1wry „¢'�di✓ 5 M A" M✓,r dV ,nrx..nn m dry '^�L'tYRa1e„. yyY:'e ��illtikYi ”p,ra uasur F:'u Ne:vwu OVVa jkI HCD Yy{�f U + Y �YBi+4 dPJ P.E., Staff:.�... p M y y..�_� ..�. James Barton, Teresa Chapman, arcus Austin &Kell Conbo Town PVInn Beach FTC converted the CAD Atlas to GIS. Systems included sewer and drainage. CAD text data was Gerry Vazquez used to populate geodatabases. Geodatabases were built to create system profiles and perform Water Resources sewer capacity analysis. ArcGIS Online Applications were developed, and the staff was trained Division Technician to inventory and field verify features. Department of Public Works 951 Old Okeechobee 3/24/2014 present—$135,000 Sub-Consultant Road West Palm Beach, 61M'AM p� FL 33401 raAgcany maam s Phone(561)227-7047 Fax(561)835-4691 gvazquez@ townofpalm beach.com If James Barton, P.E., Staff: Teresa Chapman &Marcus Austin 9 F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants FTC provided GIS services to the City of Boca Raton Utilities converting Water, Raw Water, GiifyoflBooa Raton Utliiifles Reclaim Water and SewerData from CAD to GIS. The data was migrated into the 10.2 Local Ms. Talia Garcia, P.E. Government Model Geodatabase. Geometric networks were set up and run for valve isolation Engineering Manager and capacity analysis. These changes will be presented to ESRI to update the LGIM to support 4101 Glades Road Boca these systems. Raton FL 33431 Phone: (561) 338-7307 1/1/2014—present—$20,000 Sub-Consultant Fax#: (561)447-7416 TGarcia@ci.bocaraton.fl.us wtiunw,m I� h W James Barton, P.E., Staff: Teresa Chapman Solid Waste Authority of IP lim FTC converted the Utilities CAD Atlas to GIS as a sub to another firm. Systems included site, lBeach County water, sewer, drainage, leachate, electrical, gas well monitoring, water, and drainage. Several Josephine Rudd methods were used to map well monitoring values to visualize trends. FTC is now training SWA GIS Director staff in converting CAD drawings to GIS and maintaining the system. 7501 N. Jog Road West Palm Beach, FL 33412 09/10/2020—present—$5,000 PRIME Phone: (561)640-4000 . Legend X 4618 ar "moi w - ffi= i Fax#: (561)640-3400 jrudd@swa.org - rlr ���I�, ,�harYY ..♦- S-W Gk..y ClAlxrx.lx.' P! g 4— LEACHAIFE PEI F,U LION yXj1'n .„ _..,, r,yyif✓. _. II • V&O NIJ1V I y g ( ll q o- 1U M4 6".rMC U 06 h T q C'Yfi Mie iY! lM m I'14A,1are r v James Barton, P.E., Staff: Teresa Chapman, Marcus Austin, &Paula Fonseca 10 F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants City of IDainiia lBeach FTC converted the City CAD Atlas to GIS with another firm. FTC is now field verifying the system Fernando Rodriguez and updating the GIS using highresolution aerials and ArcGIS Online. Systems included water, Public Services Director sewer, and drainage. 1201 Stirling Rd Dania Beach, FL 33004 08/10/2015—present—$110,712.50 PRIME Phone: (954) 924-6808 x 3740 Cit-y o.,D-an,a Beach Wt�a�da Fax#: (954)923-1109 , �� , Ias frodriguez@daniabeachfl.gov rlv " /E f. .. ' Lc9emd T James Barton, P.E., Staff: Teresa Chapman &Marcus Austin Town of IDaAe FTC converted the City CAD Atlas to GIS.ArcGIS Applications were developed,and the staff was Ronald L. Bolton trained to inventory and field verify features. Systems included water and sewer. Utilities Assistant Director 7351 SW 30 Street 09/15/2014—present$360,642.75 PRIME Town of Davie, FL 33314 7OF 0WN Phone: (954) 327-3745 DAVI ...... .... Fax#: 954 327-3752 ` ; ', ® tx N w Ronald Bolton@davie-fl.gov — �{�mP � •V p � `f � �Vuif ,�e i, 1 7 r d h, r a4 :rv!� y o, "W James Barton, P.E., Staff: Teresa Chapman, Marcus Austin &Kelley Conboy F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants Goir ll Springs FTC provided data setup and training for the CSID to collect and input their data into GIS. Water Illmplrevelmenf IDii bict main breaks were mapped. Density analysis provided replacement prioritization. The training Curt Dwiggins was provided ArcGIS Online field apps and desktop. Supervisor, CSID Coral Springs FL 33071 10/01/15—Present—$40,000 PRIME Phone: (954)796 6608 Fax#: (954)757-4850 � ut CurtD@fladistricts.com 00 � kr � ii rtrr w�n�,aurirr,«ui„ .,,,r"r�R io�a�; wwrurra�lw� �r�r�!W��ir�rry�!��� rr �mr rJ�.," ,µ w Il1q 011 dIW U mm dk �'li IIIM�p nn .... .,,,..a,:..,,,a.,, ,.... err.. .... ... ,,,....... mdxl�m James Barton, P.E., Staff: Teresa Chapman, Marcus Austin, Paula Fonseca IBeyln'teln lBeach UU1111fies FTC created a GIS Data set to support modeling in Potable Water, Sanitary Sewer, Reclaim Waneya Bryant Water and Stormwater. Several sources of existing data were merged and topologically cleaned Manager,Asset for snapping, node creation. Elevations were extracted and used to populate nodes. ArcGIS Management Systems applications were developed, and the staff was trained to inventory and field verify features. City of Boynton Beach 124 E. Woolbright Rd. 12/01/16—Present—$150,000 PRIME Boynton Beach, FL 33435 ' " Phone: (561) 742-6403 Fax#: (561)742-6090 Bwaneya@bbfl.us F amw= T , HNIp ux: [rdUruE 1 ) j ikir Aoa,:, � All ­ryl: 91 { .IFOLA 1i1 -fit dit r ori i� James Barton, P.E., Staff: Teresa Chapman, Marcus Austin &Kelley Conboy 12 F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants V111111age of Tequesta FTC converted the Village Utilities CAD Atlas to GIS. Systems included water and drainage. Brad Gomberg Coordination was done with Martin County and Loxahatchee River District to collect their facilities IT Manager and input them into GIS. Water meters were mapped by geocoding. ArcGIS Online mobile apps 345 Tequesta Drive were created for maintenance crews to validate the information from the field. FTC loaded all data Tequesta, FL 33469 into an asset management system. Phone: (561) 768-0554 Fax#: (561)768-0699 09/10/2015—Present$20,000. PRIME bgomberg@tequesta.org i 1 I� F James Barton, P.E. Staff: Teresa Chapman &Kelley Conboy V111111age of WeNliiing'teln FTC created a GIS Data set to support Potable Water, Sanitary Sewer and Reclaim Water. Field Bradley Wolak P.E. apps were created to find valves and track repairs. Over 2500 valves were mapped within three Assistant Director Utilities (3)months.Additional tools were built to track Lift Station CIP Rehabilitation Status. Dashboards 12133 Ken Adams Way were created to track field operations in real time. Wellington, FL 33414 Phone: (561) 753-2480 10/01/17—Present-$118,165.00 PRIME Fax#: (561) 791-4045 rL ,r ,H,s,l, s ( I mp bwolak@wellingtonfl.gov r,�l 14 N I ISM I� tVd / it r pp ` itlpl rc �V,VIII I ' I III IWi�I�.i n,ry myN nmmrmi4 u. =.I..S51Y4 ',FM1 4.fnp.9 I er„ B James Barton, P.E. Staff: Teresa Chapman, Marcus Austin &Kelley Conboy 13 FloridaF91111111111111111111illillillillillillilliillillillillillilI Fechnicall Consultants Mitigation Best Practices Pilot Project Enhances Efficiency in Substantial Damage Estimations MARATHON, FL- When impacted by disasters, all communities participating in the National Flood Insurance Program (NFIP) are required to determine , whether damage to structures reaches a 50 percent or greater threshold. The Federal Emergency Management Agency's (FEMA) ��; Substantial Damage Estimator (SOE)tool is often used to make these estimates. However, Marathon, Florida has devised a method using a Geographic Information System (GIS) digital database with the damage fields from FEMA's SOE tool to generate another effective way of reporting substantial damage information. "Our system links assessors tax parcel numbers, address information, aerial four-dimensional photos Cody Ward, City of Marathon Code Enforcer, points to a (both pre-and post-disaster) and permit information. It particula y hard-hrt neighborhood from Hurricane Irma,while Senior Planner Brian Shea validates information (n field(- gives us the advantage of using the software in the field Pad during discussion with Project Consultant, Marcus and communicating interactively with people in the Austin.Photo by:Bret GatesfEMA office," said George Garrett, Marathon's assistant city manager. "What we can see in GIS also allows us to gather much information without making a field visit." Garrett described the process used before the GIS. The field phase had three or four teams, including a community code enforcement member or city planner and a FEMA elTI)loyee. The city staffer had iPads pre-loaded with the SOE tool and an aerial photo of the damaged structure. The city staffer/driver took a picture ofthe damaged building and provided the property number to the FEMA team member,who v-.ould use printed SOE forms to make an assessment,while the city staffer made a determination of Not Affected, Affected, Major Damage or Totally Destroyed.A red dot was used to indicate structures evaluated and green for those to be evaluated. According to Garrett. data entries were live. As field and office staff had the same information,there was no overlap in entry. The team returned to City Hall to compare information. The city copied the paper SOE forms and FEMA staff entered the assessments into the SOE tool. lAtlen completed, FEMA exported the SOE assessments to the city to add to the GIS database.The city then combined the FEMA SOE data with their own assessments for quality control and review. The GIS was Marathon's solution for a more accurate and efficient assessment method. The city hired a civil engineer, James Barton, as a technical consultant to oversee expedited property damage assessments so citizens could make prudent rebuilding decisions. "The city mapped all the buildings and posted them online, so they can be accessed by field crews,"said Barton. "Using GIS made it viable for the city to access data from the field and make changes, use pictometry to review damage from high resolution oblique imagery, access county parcel data and edit data in the cloud and review progress." Barton noted that the FEMA forms were entered into the Damage Estimator with the parcel identity or address. Each form includes location information, so it can be linked to the GIS and mapped. It also a I I o= field teams to http://www.fema.gov/mitigation-best-practices-portfolio IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 36 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII FloridaF91111111111111111111illillillillillillilliillillilillillillic Fechnicall FE A Mitigation Best Practices review data spatially and quickly respond to questions on why some properties were badly damaged v.hile others had mnor damage. Spatial patterns emerged providing greater insight about f� the damage. Merging GIS with the SOE proved beneficial. Field crews can accurately determine a building's location. Parcel IDs were identified on the mobile device and added to FEMA's field forms. Field crews can easily identify areas previously visited by other teams, eliminating duplicate visits to sites and areas under review. It is the city's responsibility to make substantial damage determinations and inform building owners, via letter, of the damage assessments. Owners may dispute the assessments or George Garrett, Deputy City Manager&Planning Director, led the damage assessment process of alternatively bring the building into compliance with current codes, receiving"live"assessments as they occurred m including mitigation measures such as elevation, demolition and the field.Photo by:Bret GatesIFEMA acquisition. Participating communities in the NFIP must determine whether the damage can be categorized as Substantial Damage. This applies to a structure located in a Special Flood Hazard Area (SFHA). Similarly, improvements to structures located in a SFHA must be evaluated to determine ifthey meet the criteria for Substantial Improvement. These may include rehabilitation, remodeling and lateral or vertical additions. Check with the local jurisdiction on additional requirements for Substantial Damage and Substantial Improvement requirements. For additional information, visit: • www.ci.marathon.fl.us/ • www.fema.gov/media-library/assets/documents/18692 http://www.fema.gov/mitigation-best-practices-portfolio IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 37IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII i IFlloirii a Fe-chinfiicall Consultants ............................................................................................................................................................................................................................................................................................................ I""eaiiin Qua I iiiflii tiii IIIA 14 �17C Florida TechnicaV Consultants IKEY PERSONNEL FTC has a staff of highly qualified GIS personnel with experience implementing GIS into Utilities. The team understands the importance of training the City Staff to use GIS. To this end, they all have resumes, which include extensive training. This local expertise is not available in other firms. The combination of a small team developing City Staff makes the approach very economical. We highly recommend discussing our staff with our references. James Barton P.E. President James is the primary project contact and will provide all project management functions, program development, GIS utility data builds, and on- site training. James has thebackground experience to cover all t, s program components with 20 years of experience in engineering design and project management of water, sanitation, and Stormwater programs, including water resources, infrastructure rehabilitation, and GIS implementation, environmental engineering, utilities, and road construction. Mr. Barton has routinely integrated GIS technology with engineering, developing software tools to assist in system modeling, design and construction administration. Since becoming an ESRI Authorized Trainer in 2003, he has provided training to over 75 students in various organizations and disciplines. His specialty is training for people specializing in utilities, public works, and engineering but has trained fire, police, and city and county administrations. Teresa Chapman IPlroject Ianagelr I Teresa Chapman received her Bachelor of Science in Engineering and has over five years of engineering experience and GIS implementation. In her capacity as Project Manager, Mrs. Chapman has r utilized GIS in real-world engineering situations to improve information management and decision support for both Clients and Engineers. She supports the data collection, tracking, and analysis functions of her team for multiple municipalities. Mrs. Chapman has performed utility design, permitting, bidding assistance, and construction administration �ODservices throughout her career. She has experience in water resources, sanitary sewer systems infrastructure rehabilitation, utilities, and road construction, and she continues to expand her knowledge base. Mrs. Chapman is well respected and is active in both the Engineering and GIS community. She sits on the Board for the American Society of Civil Engineers. She also serves on the Board for the Palm Beach Countrywide Forum, which plans an annual GIS Expo in Palm Beach County. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillllliilIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII� �17C Florida TechnicaV Consultants I alrcus Austin, GC, Gelnelrall Contractor.- Director of IFiielld Gpelratiiolns Marcus is an expert in utility infrastructure, having managed construction programs for several municipalities worth over 100 million dollars during the past 25 years. He uses GIS to manage construction and assess the condition of infrastructure. His primary focus will be working with field teams to grow the r i use of GIS in the organization. IPaulla A,, Fonseca, P,.E,., Senior IEingiilneelo°., Paula is a civil engineering graduate of Florida Atlantic University with over 10 years of experience. She serves as a senior engineer and project manager in the Boynton office, and is also the primary hydraulic modeler for the firm. She has performed and overseen design work using AutoCAD, GIS and InfoWater 8.1v. Ms. Fonseca has worked on various utility improvement projects for the Cities, Counties and other Municipalities' including water main, force main, directional drills, aerial crossings, and hydraulic modeling; neighborhood improvement projects, utility coordination projects for Utility Districts, including water and sewer designs and permitting, as well as multiple hydraulic modeling and master planning projects. Kelley Conboy, Junior Environmental IEIn lilneelr.- GIS Anall st Kelley Conboy has over 3.5 years of engineering experience and GIS Implementation and 2 years of wastewater plant process experience. Ms. Conboy has been implementing the use of GIS into various academic design projects in both her undergraduate and graduate studies. Ms. Conboy has utilized GIS in real- world engineering situations to improve information management and decision support for both the Client and Engineers. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliilliillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliililillilljlllllI 12 Florida Technicall Consultants 11E.:iduca'VIII IIS Mr. Barton has over 20 years of engineering Bachelor of Science, experience both internationally and domestically. The Civil Engineering, main focus of his international experience includes Queens University engineering design and project management of water (Canada), 1990 and sanitation programs, including water resources, infrastructure rehabilitation and GIS implementation. His domestic experience includes construction. Mr. Ilf III ' IIS 'VIII IIS Barton routinely integrates GIS technology with Professional Engineer, engineering. Florida, 59257, 2003 He is working with ESRI developing software tools to assist in detail design and is experience with implementing GIS/ GPS for construction field IF:Iiirofesslioinal Affilliations inspection. He is currently studying towards a American Society of Civil Engineers Certificate in Inte-grated Watershed Management and American Water Works Association a Certificate in Visual Planning (GIS Technology). Florida Engineering Society He has been using GIS in engineering since 1999 Urban and Regional Information Systems and became an ESRI Authorized Trainer in 2003. Association(URISA) Since then, he has provided training to over 75 students in various organizations and disciplines. His specialty is training for people specializing in utilities, Certifications' Ipublic works and engineering, but he has also trained ESRI Authorized Trainer fire, police and administration. LEED Accredited Professional He started using GIS in his day-to-day activities Mr. Barton has provided training to: for simple outputs such as construction maps for ® Chen and Associates, 2004, 2005 contrac-tors and public information campaigns. ® Islamorada, Village of Islands, 2005 This led to using GIS for permit maps, analysis ® City of Sunrise, 2006•City of Marathon, and project planning for proposals and finally 2006, 2009 design projects. In 2004, he started working with ® Monroe County Property Appraisers ESRI developing GIS tools that could be used for Office, 2006 detailed design and transferring data out of and ® Wantman Group, 2007 into the CAD environment. ® Florida Keys Aqueduct Authority, 2007 ® City of Dania Beach, 2007 These tools have been presented at numerous ® City of Miami Gardens, 2009 conferences and user group meetings. One of the ® Coral Springs Utilities 2011 latest developments is linking design tools with ® Highland Beach 2015 existing LIDAR data. This allows for conceptual ® Town of Davie 2015 design with real elevations without the survey, taking ® Coral Springs Improvement District 2016 survey out of the critical path of project planning. Mr. Barton also founded the Florida Utility User Group, which works on integrating GIS technology into engineering. The group currently has over 300 members. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliililillilljlllllI 14 F91111111111111111111illillillillillillilliillillilillillillilic Florida Technicall Consultants ,,,, III IIID ° Illr ' ° IIII IIID IIID e it IIII' „ JamesIIID ,,,,,,,�IIII °� � �� IIII ' IIII IIID Florida Technical Consultants is an authorized Professional Engineering firm in the State of Florida and Certified Small Business in Palm Beach County. James Barton PE is a registered Professional Engineer in the state of Florida. 40 STATE OF FLORIDA DEPARTM ENT OF 9US!NESS MO PR+.'sF'ESSIONAL RE45ULA.'TION. saau�ae� t���, + adI�N4NWEERS � 4hIC YrvCIN6 � 9 ` QUA LwFIKE) S,fORMWAITIR, M" NhGEMEw T IkaNg KI INSPECTOR Lotsl yTs.ELC ✓%' iak erWw Ymrd ' 'I ha,ruru.osq'i 6n rby§ckftawvWdqv,khw w�dm �lG><igw�a �wwww�w�E� W�ww�rwEw�w .. aw>Fr 'f'{� rmaroaa '� 4ti a,rrw Nkly IIsi x iwkaurdt wrkuul rm uru,iaimsau�r B�,.frS� maruke�f a9 r+ sr Fu v:wwenviakw^ '�wx mw��,zaiai K, r "'Jo OvpVV,m rua f 9,Arwwurinn,mW PrImoram Nttre,u¢eirr abs u'7 w cr+ure,. +NdWrex wr roar, m .+,�w Ka„terve„ ,osuuW.w n3uric maamxnwiW wrv4reu;k Vuiuup,srrvr Emreu°uwaar,Gua ti+mr r¢w P a i A ,Su vasNm T °m/wl IPN T a N a. vaaumaa i �` �. is a rera r re wrwwrc �� dbOr A STATE OF FLORIDA ,� ,,,„ ,.,.dd„v<..,,,,,,,. ...,,,m.,, ,��,,,�,. .�.o✓. ,.��mino.�o� ,. DEPARTMENT OF EIUSIN 5S,A PROFESSIONAL REGULATION , r saaazw rs# x N?4 r gNEER$ raararO[ neu4Lawa L% w,I,ap,,i, fw ,Uearurarwmnaa 4 bre i Ser � artwU t w!pn.nls a 1 GIREEN SIMMING CERTWICADON 11NOT ATE �a r seg,. lril P�wrsawmw7al Eis rvrgwiu+afd�a�.,naaa m James Barton James Barton created the Florida Utility User Group, which f�rw has regular open meetings where new developments and applications are discussed. Plortin,or Notwork FTC is a Silver Tier ESRI Partner. ESRI recognizes FT as a 1=0,11111 I silverfirm that actively promotes GIS to the community. Ar GIS Online FTC is an Online Specialty Partner. FTC has advanced skills 'Ali S, .w ty in implementing ArcGIS Online for increasing field mobility. Please see the attached FEMA Mitigation Best Practices article showing the Florida Technical Consultants, Inc. Project Consultant, Marcus Austin, G.C., and Director of Field Operations with FTC was working with Marathon Officials to assist with Hurricane aftermath using GIS services. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliililillilljlllllI 15 reiresa Chapimain Florida Technicall Consultants IIEE; tii in Ili:I ilr j t IIEE; Ilp inii n Bachelor of Science, Ocean Engineering 113oyintoin 13each Utilities Florida Atlantic Universi- Responsible for creating GIS Datasets to support ty 2010 modeling in potable water, sanitary sewer, reclaimed water, and stormwater. Several sources of existing Ili°1II' III IIS III data were merged and topologically cleaned for snap- ' 'VIII IIS ping, node creation. Elevations were extracted and ' IIIIII used to populate nodes. ArcGIS applications were American Public Works developed to identify routine procedures to improve Association efficiency. Dashboard applications were created to American Society of provide management with real-time progress track- Civil Engineers ing. Staff was trained to inventory and field verify Florida Engineering Society features. International Propeller Club of the United States Cooper Clity Palm Beach Countywide GIS Forum Created data tracking applications for Public Works Certificationsand Utilities Department, which include Asphalt Res- toration per year, Sidewalk Replacement per year, InfoWater Training Certificate LED Street Light Upgrades. Water, Sewer, and Stormwater Management Inspector Stormwater systems were also converted from the MOT city CAD Atlas to GIS. Teresa Chapman has over five years of engi- South Martin I in III ll'I IIS III Utility neering experience and GIS Implementation. Installation of new water systems in local neighbor- Mrs. Chapman has performed utility design, hoods, which included design, permitting, construc- permitting, bidding assistance, and construction tion administration, shop drawing review, RFI administration services throughout her career. inspections, and construction certifica- res responses, ins She has experience in water resources, sanitary p p sewer systems, infrastructure rehabilitation, tion. Converted the entire utility atlas to GIS, including utilities, and road construction. Water and Sewer systems. Translated an existing PDF asbuilt tracking system to GIS, which could be Mrs. Chapman has utilized GIS in real-world accessed remotely, were merged and topologically engineering situations to improve information cleaned for snapping, node creation. Elevations were management and decision support for both the extracted and used to populate nodes. ArcGIS appli- Client and Engineers. She has performed data cations were developed, and the staff was trained to collection, tracking, and analysis for multiple inventory and field verify features. Trained and work municipalities. Her experience in the engineer- closely with Staff to perform utility updates for all utility ing field assists with her ability to understand the data sets. client's needs and give practical solutions. III"' ill of Ili°I .III ilm 13each Mrs. Chapman is active in both the Engineering Involved in numerous utility design, permitting, and GIS community. She has served on the construction services, and GIS projects for the Town. American Public Works Association Board for Utility projects includeWater and Drainage systems. both the Gold and Treasure Coast Branches. Directly worked with Public Works Staff to inventory She currently serves on the Board for the Ameri- data and built datasets for tracking and public can Society of Civil Engineers. She currently outreach. Worked closely with the GIS department to serves on the Board for the Palm Beach County- develop best practices, applications, and training for wide GIS Forum, which plans an annual GIS various departments around the Town utilizing GIS Expo in Palm Beach County. data. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliililillilljlllllI 16 F91111111111111111111illillillillillillilliillillilillillillilic Florida rechnicall Consultants I,,,,,,,, iiir ,,,, iii iiia Ceirtiflicates vyzearts ct'ite of Ca impl bion This oward wttfiat ost Teresa Cblaprii�;j­n, turas ea d'IS PDI Gr Orf 1 15 010 Ww 4t4y�XJW 00, Department of Environmental In"d I'mi±"ielli­11"llaidAlZmMCI w"www ;gym+ l F it hri a ji ri �d Y 1 A f Our wH ^dIL'EE k I o Pill l rrwih 61 u v 6� rmmaim Nlralry rb, ; w: hrCgz w ry Ci Ir�ir rid lu nu wl rawau �rrwR r 0' 4�'': w 'ewureNpm'dw1,w�vwrvWM rvm'pmq " ,u _. --- - ��"� der-?A�YiidW�C ipu'�riwwwim�v rwr�w,yu�uvwuuongwlmwwdttmm�vwwwfsr�mpom'ui� .{ _ �w ` .. �� ��nrm "yrw� � �Ln PrmrwG.N%I�Kf hwmWtl blF�Uuuw ,l W"W�E id' rf'�p"Mr w Pu¢"a,ME11% IqN ll� N�Ilm+ry Nw.V mi mum, w +�. aam­ xw— oww,waww.w wa i iww w�",wwaww w�waw.ww"wwwwm�mm�w�wwro nimurvmxsmmm� wwww w,�.�ww �— IF , `( ,.'"r,�,7r6m w""6/, I pµ , � �! �� II➢fv �j Nom ,,!a, 1°'Y .�� Qltj'A 111,It 11) . WXrE R,� .did r�u'� �� � �'rO R.M. INSPJ(11M Certificate of Completion °�Y, .iwV�vrrayown,;�V,,w,6,.IIr9 iGNmiMim"�n�oW+�16nw:d a!Yv, Titiw,rQSa L.Cfiaprq"Nan 7 Gu,v x u r siwuVVu v^o 29, 111nY 0 dd u Y m N n mm Mr H,%%Compkftd a F&orMa Depalm nt�Pf Transportation k ,r R 1 k,Memp"e a un<A' twvuxuu mumrrr l N i✓a a imMll u'1 ui mm I Ori; .N" a Approved aW'eRRance of TrOft(MOT)Advanced ii wV uw.,uP i vzrarmn s 0 Hm 9x wmracV oa�u war '„1,1 �o v'7 i lloP ”6 �x(m N �1 9 11 I� r� '✓'::�V ;i,w.nunc W "go wn"iaw",;;w" amrtmnu ............................................................................................................................................................................................................................................... TMu»wu. �krry F uanm&w"�Nrer y hdeE �ry�m�w`�^r" c m �dV7LrA lE :� ;wan„ " „ '¢ .wspnu 1M^' wv..ro.aweaamm y�nd n.;ev� Ms.TTd A�;t L,mtlt*� uau r�y9ru mkq�yuw aimmd-^II�aliwtlr" Vm` mom: 1go.ww,�uww VO,Rm mwm mt' o">"sa �k�aau r m„ u ., e"�!'"b."?"^p7,ib Btic; �M,Auu!Cwiiu w w,vu wmr �a dwr'w uw n��.,o�awvw j i%%/%/// fl/%// //i armrua" iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillilliillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliililillilljlllllI 17 Marcus rhaddeus tiro, GC, 11„,,,,1EIED Alp Florida Technicall Consultants I1E.:id u catioIIS Ili°III' j t 1E:"::'XiiPeinience Associate of Science, IMC2 I Wateinimaiiin imipir veiment y Civil /Architectural Engineering, Hudson 113rowailrd County, IIF::11,,, Valley Community College, 1987 Project to prepare the 2000 linear feet watermain �y design for Broward County. This project was ,! ReIII -br 'VIII IIS designed in conjunction with the City of Pompano General Contractor's Beach NC2-1 drainage improvements which were 1 License, Florida, also designed by CMA. The project was completed 1506546, 2003 in fall 2013. Mr. Austin brought 29 years of design and III°� ifVIII development experience in South Florida to III„ II IA III” " ii ii iiti y Florida technical Consultants as the Director 11:3rowaird Field Services and project coordinator. He was C 0 U In-tyy IIF::III,,,,,, involved in both vertical and horizontal projects, CMA prepared updated atlas information for with a construction value of over $167 million. the NRWWTP to bring system documentation These projects included the Broadview Park up to date. Neighborhood Improvement Projects and various civil engineering projects for municipalities such IIEIIr IIS II ' y III°� as the City of Coral Springs, Pompano Beach and Ft. Lauderdale. Other building projects include Fire Station 80 for Coral Springs, Construction Maina eiment Sewlices, completed in 2010 was one of the first "Green" III::'t III,,,,,a u d e iird a Illy F91I LEED-certified buildings in south Florida. Providing construction management services, including daily inspections on Broward County He obtained his General Contractor's License in Master Pump Station 310 for civil, struc-tural, 2003, expanding the firm's construction mechanical, electrical, plumbing, emergency power management capabilities which included project generation and architectural work. Daily reports management for building construction projects describing the work that was performed and design builds for infrastructure systems. including pictures and any issues that arose Mr. Austin holds a Water Distribution Level 2 each day were a key element for the overall certification, is a certified NPDES and OSHA management of the project. This project Training instructor and teaches these replaced and upgraded the existing Master Lift courses throughout the State of Florida. Station 310 that was located just east of 1-95 and south of SW 42 Street,which conveyed Regional Wastewater Treatment Plant. This wastewater from the Fort Lauderdale project included reviewing and verifying existing International airport and portions of Dania paper as-built drawings for all processes within Beach to the Hollywood treatment plant. the treatment plant and creating a comprehensive as-built drawing in AutoCAD format as well as a I luinhicaine IIInIma [lisaster Response IIS schematic of the plant's systems. Ilf The process included geo-referencing as-built, V 'll y Marathon, III°°III,,,,, utilization of subsurface utility engineering (SUE) The project involved the design, softdigs to locate the precise locations of the permitting, and construction administration existing utilities and then to correct the final services for the All Aboard Florida Ft. drawings. The resultant product is the most accu- Lauderdale Station. The project in rate representation of subsurface utilities ever Downtown Ft. Laudedale, between W. presented for the NRWWTP, assisting in the Broward Blvd., NW 4th Streets. This project is future design and construction decisions. one Inline Station for the overall All Aboard Additionally, the individual process diagrams were Florida Rail Project, which proposes updated and reprinted for ease of the Plant passenger rail service from Miami to Orlando. Operators. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillilillillillillillillillillillillilliillillillillillillilliillillilillillillillilillillillillillillillillillillilliillillillillillillilliillillilillillillillilillillillillillillillillillillilliillillillillillillilliillillilillillillillilillillillillillillillillillillilliillillillillillillilliillillilillillillillilillillillillillillillillillillilliillillillillillillilliillillilillillillillilillillillillillillillillillillilliillillillillillillilliililillilljlllIlI 18 F91111111111111111111illillillillillillilliillillilillillillilic Florida Technicall Consultants itcus III III iiriii ,,,, it iiia ,,, iii iii 't 11hinstructair Ceirtiflicate '„ IJ A �ll,ate I I. ......, � Sir U ''YJR, i", H has;sa,arces'htfly auact all', roquwaru,aa ems necessary to be an llrlsknuuctor•14r the If livrida Scorr�rarro�&aa�t" a�ruaw�a�aa, and �uu���aa7�raa�at�uaaaw {:"uwwaa.rd Qualifi aaaawn `rvaMicau�-Wrrgg aln. INSTRUCTOR 4 242 V/ 41, u IF q" w / 11mi lw.ain K la.,ryp �rblrra ' !�'�C�of ("'t rfifloarG�' ice' °oto-OftkTw'Mmirra x n � 0 lr "o"011 �(, ,�,;G�L" lilt til iiia iirtiiiflii ,,,, t f State of Floricla Department of B !;pi ss and Professional Regulation �'rrm,w�"rar�wrrnw�rrw�w�rr�i a�,dar��ms,r�rrw' Marcus Thaddeus Austin r��rrer rraSa �°r Mrw�r vv r�the Spare C rfie'rrad dor OIT w"/fPada 41q,o 'forkra;wp'.M"I". I L��'r airi�r�.w�rr � rr��emm� r�rnru�a,rrm�w��wwawrrr �r�'tiri w v Y ua,a,Nrwirw�yM'�ia rrrragrarusawn Yau�u�.wdu iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliilliillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillilillillllliglllIll111111111IIIIIIIIIIIIIIIIIIIII� Paula A Fonseca, P,E,� ii iii iii Engineer Florida Technicall Consultants Paula provided services to update Palm Beach Coun- IEEE; 'hili IIS p p Bachelor of Science, ty's' existing potable water hydraulic model in InfoWa- Civil Engineering, Flori- ter software. This modeling effort included the da Atlantic University, revision and update of the current physical and oper- 2008 ating conditions, system calibration, and evaluation of existing and future demands. Physical conditions to be updated as part of the scope included piping layout, system controls and water demand projec- FReglistratioin tions. The updated model will be used to determine Professional Engineer, the adequacy of the system in relation to fire flow, Florida, 77711, 2014 meeting future demand and water age. Paula performed data review and investigation, potable water model update, model calibration, potable water IF:Iiirofesslioinal Affilliatioins model evaluation, and completed a technical memo- American Society of Civil Engineers randum. Ilr lif licati ons Clity of Mair ate Stormwater Management Inspector ESRI Creating and Editing Geodatabase Topolo- IIF::011rc 1°uldirauIlifIIS II ' IIII Ilrgy withArcGIS Desktop (forArcEditor andArcln- IEEE °lll°III°� pgrade fo) Paula provided services to evaluate the existing force ESRI Working with Map Algebra main hydraulic model with the end goal of determin- InfoWater modeler ing total flow capacity that can be routed to the East InfoWater Training Certificate Wastewater Treatment Plant (WWTP) under existing ESRI 3D Analysis of Surfaces and Features or proposed force main modifications. The existing Using ArcGIS 10 force main hydraulic model was originally developed in 2008 using the InfoWater software and was partial- Awards Iy updated in 2016. ASCE Young Engineer of the Year 2014 Paula Fonseca, P.E. is a civil engineering gradu- Illt f ,,,,, Ilr IIIc ate of Florida Atlantic University with over 10 II,,,,,III' " North IIIt 'VIII In & II°° Ilr Malin AnallyslisI years of experience. She serves as a senior Paula provided engineering services to develop a engineer and project manager in the Boynton hydraulic model for the City of North Lauderdale office, and is also the primary hydraulic modeler forcemain network. The hydraulic model will be used for the firm. She has performed and overseen to analyze the flow conditions within the forcemain design work using AutoCAD, GIS and InfoWater network under various lift station operating conditions 8.1v. Ms. Fonseca has worked on various utility and to identify potential modifications to the lift improvement projects for the City of Margate stations. Modification will improve the system's including water main, force main, directional efficiency and decrease operational and maintenance drills, aerial crossings, and hydraulic modeling; costs. Modeling of the City's infrastructure will entail neighborhood improvement projects for Broward analysis of approximately 11 miles of forcemain infra- County, utility coordination projects for Riviera structure and 28 lift station stations. Beach Utility District, including water and sewer designs and permitting, as well as multiple Clity of Coconut Greek hydraulic modeling and master planning projects tera IlitModelling for Palm Beach County Water Utilities Depart- Paula provided support to update the City of Coconut ment. Creek existing water model. The project includes adding water quality components and model III°IIlr j 't IIEEE Ip llrien proposed improvements for the City's consideration III:I Illiimrm IIE h Coun- for implementation. Services include converting the IF:1otallbie Water !71 diraullicIIS III existing model into InfoWater V8.1 by Innovyze, II III' II III°�Ilfff II[; updating the model to current conditions and outlining the updates made to the model. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliillillillillillillillilillillilillillillillillillillilliillillillillillillilliililillilljlllllI 20 FloridaF91111111111111111111illillillillillillilliillillilillillillilic Technicall Consultants Paulla Foinseca Ceirtiflicates Ron DeSantis,Governor Halsey Beshears,Secretary bpr ;:1 J . STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION BOARD f ',,,, 10� r �' INEERS sP11 rl� '),p it r Ib6 ir'll� THE PROFESS]I,', �N I � � �o� I P UNDER THE ra `r / 15,PROVISd r�J f0 r A a71, r I� � UTES �,/, r� �r pry 'UI �� w�p f D Q JI r��r �I10� f1tP�l � / 2 �r VI EN i�riuuYl � O � � PIRATI U EX QJ,4T1(28,2021 Always verify licenses online at My Florida License.com 0� 0 i 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. � 7 iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliillillillillillillilliilillillilliillillillillillillilliillillillillillillilliililillilljlllllI 21 Kelley Coinboy Florida Technicall Consultants N r IIEE; 'viii IIS Ili°IIlr j IIfEE;x1peinience Bachelor of Science, Environmental Engineering 113oyintoin Ili:fleach Utilities Florida Atlantic University Responsible for creating GIS Datasets to support 2018 modeling in potable water, sanitary sewer, reclaimed water, and stormwater. Several sources of existing IF:IiirofesslionaI1 data were merged and topologically cleaned for snap- Aff illiations ping, node creation. Elevations were extracted and American Water Works used to populate nodes. ArcGIS applications were Association developed to identify routine procedures to improve American Society of efficiency. Dashboard applications were created to Civil Engineers provide management with realtime progress tracking. Staff was trained to inventory and field verify features. Ceirti-flicatioinsSouth Martin ReglioinaI1 Utility Stormwater Management Inspector Converted the entire utility atlas to GIS, including Water and Sewer systems. Translated an existing Kelley Conboy has over 3.5 years of engineering PDF as-built tracking system to GIS, which could be experience and GIS Implementation and 2 years accessed remotely. were merged and topologically of wastewater plant process experience. Ms. cleaned for snapping, node creation. Elevations were Conboy has been implementing the use of GIS extracted and used to populate nodes. ArcGIS appli- into various academic design projects in both cations were developed, and the staff was trained to her undergraduate and graduate studies. inventory and field verify features. Trained and work closely with Staff to perform utility updates for all utility Ms. Conboy has utilized GIS in real-world engi- data sets. neering situations to improve information man- agement and decision support for both the Client CII-ty of Westlake and Engineers. She has performed data collec- Working closely with City staff, lawyers, developers, tion, tracking, and analysis for multiple munici- and field staff to manage plats as they are recorded palities. Her experience in the engineering field with the Property Appraiser office. Creating an assists with her ability to understand the client's addressing scheme for City following Palm Beach needs and give practical solutions. County's addressing methods. Converting CAD data of utilities to a GIS database. Ms. Conboy is active in the academic, engineer- ing, and GIS community. She has served on the American Water Works Association Board for Florida Atlantic University Chapter. She currently involved with the American Society of Civil Engi- neers both at Florida Atlantic University and the Palm Beach Branch. iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliillillilillillillillillillilillillillillillillillillilliillillillillillillilliililillilljlllllI 22 F91111111111111111111illillillillillillilliillillilillillillilic Florida Technicall Consultants Coinilboy Ceirtiflicates Department of Environmental Protect' 260 Stair,Stone kowf,' .3 to �a T611ahassaa,FbWaii-32 92400 ongrau,ullattl nis,,on su,(" es li"I'Ily^v.vivpleni g tli,e Riwida r,hxosion and Sed iauoan[Ltt x^tai Coiwrui Inspom'ki, "l ra irling T'rogrwnm b appreN°aae y ocir partt4^pat on in,And SIACCeSsTtrl cotvvplie I,lorh(if Ibis 0HIts , I hope Ilr'at aI lua's lae j �kwu to understand l rwdda's suvrrawaater q,rotals.rrtsand lfii,:ara°Irx"Imta;e Cyr 1°wra°oper dcs,�g a,coarstruac micyn.arrant raaaaruata�.ureti�ra, «rl°Oro.rMa 11,and sc,dill'Tcoll viae"rt,rals dos ori cor strlV!ction„'6a➢+chader, ta,'aaISSUIa:dbC prwarlasar long ;^rd arN�reat�rowiwr7 apd rl:oi0,irltt;rwNawr- awf morf,1,1wolerosya,tems airel,c on's3niclicwiuor is crarrrpPrWwrd Avaachl Yom will find',yc"wr "iftd%vallel Plcayse ki rnr know if warn �MWra oaa fflr-t culiflc:mc cv c„srd,trr Iiut NTw juai,-Trig(aN°ycamaa exam.ll 1 can be of f„rrtN°ger aWmance.please dO nol hushalle to cofflkl lilt”all 9 01243,82 94 or ro Ia email; halwau,ltaWG"rdfe,'wldaNa.6s ke.Nl.trs: DEPARTMENT OF ENVIRONMENTAL PROTFECTEON v'<lty, 1"u.b'nboy STORMWATER MOM&AND BEIRM WAtrMON CONT)q0t. 896 N Fa",d ravel l laglrws o'v A PT 5 3,2 'G I O lr l,allrl,°atrr{r FL 33462 (lass Dwre �a�M�r��ar;r!�taaaM�aprr prrlF w 2019 427M QUALIFIED STOraMNirA'T E,Nr'MAINA'lG e,*ErwrI!IN$PVC,'rOR Cld'rdAglNd'r't lr 0066 Noll EXPIAE v w m nw oo�uu nw w.wwwuHu rw»w iwwa �r fr o�iDr r�i m wa nWr:uvva�nv',mwowyww,d;w:�,ww y o '.'`rid e�x,. -0d��,�J.� a' K B�.rrh'.,aw.� ./;,ux''..rw„> �a°!1,<r/ f.day�u S. i,drr,,.,I,HaS:�, „�,,��°�im,4u ✓,�. r,✓i,. ,,,,,,,., ,. ,,.„ . ......,,,„ro,m. I'N V; QUALIFIED STORmwA:rER MANAGEMENT Par Kelley Conboy hos Succe'S011fly 1,110 all rquircr izilAs ntcesgtto °to�be"full (pudifi d %ANN' ugh the Ruri a Dmm"1t lent of Envirtyi1juenjal torn).w ter Erosion and Sedirnentation Control inn Pect r Training `ro ram al pd l 2 2'019 , U u m ln'.� t^1v P"A`a mber'4 ',7 HAI L raatsrd Krein au cayo`6x Statewide Trahnist 0iordinator WQRP Program AalwatifouastrNwmsr-r rr V II"✓�v may'h�^'rN6 lr P till avec sw m ,'� w,w rm »oY"dor a u,yw tar- w ° iib�Ni ". V i!'..(V,iJ1,,',�a erre rr .',� /�. ,;, Iiy�_ N rLr,✓ �"nnn�nnnm°� rt ro�ou��mwmiommwuw�ro�wui�wmwrrrw+» �.n'Auw ��:�� �w�� � ��ruvuvuvuuWu,v. 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Prior to that, the Ocean District Plan was adopted in 2004 to guide redevelopment of Ocean Avenue between Seacrest Boulevard and the F.E.C. Railroad tracks, and the properties surrounding this corridor including "Town Square". The common vision of both plans was to create a cultural district anchored by the Children's Schoolhouse Museum, library and civic uses, and to maintain and reuse the historic structures. The City invested in a streetscape project along Ocean Avenue in the late 1990's. The CRA purchased a historic structure at 211 Ocean Avenue that is in the planning process to be converted to a bar/restaurant, and moved another historic structure onto Ocean Avenue from N.E. 1 st Avenue to create a cafe. In 2011, the CRA developed the amphitheater where most of the CRA events are held. The goal of these projects has been to activate Ocean Avenue as a quaint gathering place and link to downtown and marina. The Cultural District, at 28 acres, is the smallest of the six planning districts. Its boundaries are Seacrest Boulevard to the west, N.E. 1 st Avenue to the north, the FEC Railway to the east and S.E. 2nd Avenue to the south; it is adjacent to the Boynton Beach Boulevard District and the Downtown District. The western section of the District (west of SE 1 st Street) is almost completely occupied by civic uses. The remaining part of the district has a significant number of single-family homes, and several small, older multifamily condo and apartment buildings. North of Ocean Avenue, several vacant parcels are part of a land assemblage targeted for redevelopment. Cultural Disnct L anon Ma �W y i% f� %�/ � � /ilii v v 1✓ /W1; y, r;�i I � ///�11� w Y � �Y i lkll�✓��� ,b r /�� � / lt% �r %r / � /� � � J/� „: i V /�E �� �j`rl r 0 r e G � �9 j��� ,Y /(��t���Y��m J.,;.i� /,�%/ ✓li�;y�,; 'y r / r j i P � >� i � ✓�J / / 1�1I � ,i!,-� %��/i lil �� i ' ✓i' iii" `f�i % ri� � 72 lllsuiuiuiuiq C1112111111c1pg2 „ Beach County traffic concurrency thus allowing denser development. The Cultural District has some unique redevelopment challenges. First, the ownership pattern (seven The existence of these transportation-oriented condominium buildings) makes assemblage of designations is afactor in considering where increased developable parcels difficult. The cost and difficulty height and density will occur within the CRA district. of assembling these condominium sites make the The Cultural District,while not an area appropriate for redevelopment of sections of the District a long term the height recommended in the Downtown District, prospect. is located within both the DTODD and the TCEA, supporting the move to higher densities. A disconnect between the current future land use classifications within the Districtand recommendations A third consideration is the public-private partnership of the redevelopment plans has been a source of opportunity for the 16 plus acre civic campus, a confusion for both residents and investors. major potential catalyst for redevelopment at the western end of the downtown core. The relocation of A lack of active uses such as cultural venues, City Hall within this area would make land available restaurants or galleries, discourages visitors from at a prominent intersection along Boynton Beach venturing into this area of downtown. Narrow Boulevard. A charrette was held and study prepared sidewalks or no sidewalks on some streets exacerbate yielding various design options supporting higher the problem. While the civic campus, including City densities and a mixed of civic, residential and retail Hall, the library, the Civic Center and the Art Center uses. attract people during the day, they have no reason to stay in the District. Several factors were considered in determining the ' land use designations for the Cultural District. First, ° located directly east of the District is the future site of the station for the planned Tri-Rail Coastal Link commuter service on the FEC Rail line,which will serve the South Florida metropolitan region. To improve land development patterns in advance of station development, the City adopted a Downtown Transit l/ Oriented Development District DTOD covering a /2 s mile radius around the station's location. The DTOD � district regulations support increased intensity of development through a 25% density bonus. A second consideration is that the Cultural District is entirely enclosed within the Transportation � Concurrency Exception Area (TCEA) which, in 1�j addition to the residential exception area applicable �1 east of 1-95, exempts all development from the Palm Figure 27: Example of District Planning Challenges 73 iiis Iii o urt The Cultural District is envisioned to be the principal hub for the City's civic uses, public spaces and events. The concentration of public art and other cultural amenities will foster a sense of community. Public events such as the Kinetic Art Expo and the Haunted Pirate Fest are already anchored within the District and attract residents and visitors to experience Boynton Beach's unique character. Ocean Avenue will maintain its character through the creation of an overlay district. Streetscape enhancements are recommended for both Ocean Avenue and Seacrest Boulevard. The space for these enhancements may be obtained through either right-of-way dedications or public easements and should include: Ocean Avenue • Implement a Complete Streets program for Ocean Avenue to accommodate bike lanes and bike racks, safe pedestrian crossing at the FEC Railway and on-street parking where possible. • Create a curbless festival area between Seacrest Boulevard and S.E. 1st Street • Enhance the intersection of Ocean Avenue and Seacrest Boulevard with a vertical entry feature, with changes in surface materials such pavers and paints. • Add signage at the FEC Railway announcing entry into the Downtown area. • Create a Pedestrian Zone adjacent to the right-of-ways that is inviting, safe and includes: • Addition of canopy street trees • Minimum 8' wide clear sidewalk • Minimum 8' wide active use area abutting the building • Decorative light poles at both the vehicular and pedestrian scales tmetsoape Enhanoements 'treetsc pe Enba,'ncernents Ori-street parking " Ori street parking Designated bike Wanes&facilities • Designated bine lanes ReduLandscaping/street tree improvementsEnhar��c� swal nna lane width Sidewalk. expansions and repairs • Put)Ikc ad allong Avenue Curbl,ess°fes ei°strtea't section • Material and pattern enhancementsc 0 o , i r r v Figure 28: Ocean Ave. Streetscape Recommendations Figure 29: Seacrest Blvd. Streetscape Recommendations 74 • Enhanced street furniture, bus shelters, bike racks and receptacles • Active uses along the first floor of development Seacrest Boulevard • Implement a Complete Streets program for Seacrest Boulevard to accommodate bike lanes and bike racks, safe pedestrian crossings, required on-street parking, and consideration for rotary intersection design at Ocean Avenue • Install public art in key locations • Provide additional pedestrian crossings where needed • Underground overhead utilities Entrance, nh,anceme t : Entranuce enhancenients., a'd way m arking erntry - Safe crossing at tracks to Ocean Ave; • iignage marking entr',y to Dowrnlown Idia` �� tl i Figure 30: Example Entry Features to the Cultural District Figure 31: Location of Entry Features to the Cultural District m- .o ji 11, m� 1 Figure 32: Ocean Ave. Festival Street Section 75 ....ccou ..pcuai� wouii --------- T&wn square Mixed Use F'rcject; mixadI use Project 4D-50 dulaor, etc-50 du14 The predominant existing future land use Max height 75 ax r k 75' TOD Bonuses(height I dhe ity) TOD Bonuses(h ighl I r rrsity) designation within the Cultural District ,l�mm„tEU , is Public & Private Governmental/ Wtrpr `,em" n w cwe,r6lrr orM1nWrwjal uses pub6c par )g Institutional. This designation coverser�+ 16.5 acres and includes the blocks of Greenupw/0 City Hall, the library, etc. Other future land use designations are High-Density Residential, Local Retail Commercial ,u�, and Low Density Residential. In order to encourage redevelopment ofthis r � district viable area, then proposed Oland lcuse designation and zoning changes are proposed: , • Change entire district to Figure 33: Cultural District Example Projects Mixed-Use Medium land use designation Table 4: Recommended Future Land Use (FLU) Classifications within the Cultural District .... ,,,,,, • Create an overlay district LAND U E DERSITY CORRESPONDING ZONIRG D � AX ;_ .... for Ocean Avenue to control MU ire 80 ^l 01. height at street frontage, Mixed-Use High 80 building setback, uses, etc. iix t-Use I MU-3 so 75' Mediu a MU- 40 65' Properties located within the TOD may recieve a 25%density bonus Fi ure 34 Recommended Land Use for the Cultural District r� On _� • e f %f i ,r i rr 76 IIq. .g.iii..!! ..q.iiia. .3.(...g.iiia.5. ! .lii.'.ma.5.!!L.....IIL..p.5..q.11ia. Create/ modify an overlay district for Ocean Avenue, which encompasses the entire Cultural District, to control height at street frontage, building setback, design, uses and overall character. • Ocean Ave will be designed to have a streetwall (building faces) abutting the pedestrian zone. • Active commercial uses shall be required on the street frontage of Ocean Ave. Automobile oriented uses, such as gas stations, car washes, and drive-thrus, are prohibited. • Structures along Ocean Avenue shall be designed to the pedestrian scale and have a maximum height of 35', consistent for a depth of a minimum of 30'. • Maximize glazing on first floors • Require street canopy trees • Public spaces such as plazas or greens shall be created as part of each project. Staff will review architectural styles and make recommendations regarding Architectural Guidelines that may enhance the character of the District. This process will include public input. Streekwall Design • 35' max fron ing Ocean Ave • Additional height mw0 be stepped back 30, • Commercial wises required along Ocean • Public spaces such as plazas or green areas required along Ocean Maximize glazing on first floor • Pedestrian shade � � y 1r. r i ��j u i?ai i fir y i Figure 35:Ocean Ave. Streetwall Design Podeandin ` YwK6CMY"V64m Rom- ➢ r'..INYH'YGt""Mal aG w " i%Q�////%%%%%%%% iiia...... Figure 36: Ocean Ave. Design Diagram 7.7 / ��%�%, ,. / ' o,�U r y ;aWra)a uV• "s. ti .." , ,x ,�" �.'4P,Y'I IP u ff%�a it/Y°' Rry? f /f sI "SWI rU A I Figure 37: Example of Mixed Use Medium Project on Ocean Ave. Figure 38: Cultural District Master Plan r , Tel / G1 / r;�l p a r- 7 w Y „ l', i, Figure 39: Example of entry and streetscape in the Cultural District 7 � f �,� / � f , / tititi����7���7ti�ti�tiSliiilll IIIIIII II IIII IIII I������� / ✓iGi� ffff /' � / k' r 1� a oll :0;100 1 IililViiim me rV IV r I�VV�i d �y r ,i, % "",;,���, ���� i ,�; �� ��f��;� �.. ����„��+�� ib y�pry ,; i ..:_. '/ +. y<(i✓1 (I"f4 /,/so oil i r � l 0 9 J I 'i fir/ I 0 ("D T0 '1`1`W"2`=` BEAC,, I �IZA CRA BOARD MEETING OF: September 14, 2021 NEW BUSINESS AGENDAITEM: 17.13. SUBJECT: Consideration of Registration and Travel Expenses to Attend the Florida Redevelopment Association 2021 Annual Conference on October 27-29, 2021 in Fort Myers SUMMARY: The Florida Redevelopment Association (FRA) annual conference will be held on October 27- 29, 2021 at the Luminary Hotel & Co. in Fort Myers, Florida. The deadline to register is October 4, 2021 (Attachment 1). The 2020-2021 Fiscal Year Budget was approved with available funding for all five members of the CRA Board to attend the FRA Conference, if so desired and the estimated cost to attend the conference including hotel is $1,263 per attendee (including $185 for mileage). The FRA is our agency's statewide professional organization operating under the Florida League of Cities. The conference always provides valuable information to staff and board members on CRA related issues, best practices, programs and legislative updates (Attachment 11). At their meeting held on September 2, 2021, the CRA Advisory Board (CRAAB) recommended that two members, Angela Cruz and Aimee Kelley be selected to attend the 2021 FRA conference, with Yvonne Skorvron as the alternate attendee. This will be each of the members' first time attending the FRA conference. The CRA Board established a policy during Fiscal Year 2016-2017 that only two members of the CRAAB are permitted to attend the FRA Annual Conference per fiscal year and the CRA will only cover the cost of the conference registration fee and hotel. In light of the CDC guidelines, staff would recommend reimbursement of mileage for the CRAAB members to travel to and from the conference in order to maintain social distancing protocols. FISCAL IMPACT: FY2020-2021 Budget, General Fund, Line Item 01-51010-225: $10,000 available. CRAAB RECOMMENDATION: At their meeting held on September 2, 2021, the CRAAB approved a recommendation for Board members Angela Cruz and Aimee Kelley be selected to attend the 2021 FRA conference, with Yvonne Skorvron as the alternate attendee. CRA BOARD OPTIONS: CRA Board member attendance to be determined based on discussion and consideration. ATTACHMENTS: Description D Attachment I - FRA Registration Information and Tentative Program Schedule REDEVELO -PMENT 2021 ANNIIAI October 27-29, 2021 �� Luminary o rii/ j/ NFERE E For rs ' FL �MMZ DEADLINES The 2021 Florida Redevelopment Association p Annual Conference will be held in person October October 4, 2021 Hotel reservations i j/f%li / 27-29, 2021, at the Luminary Hotel &Co. in Fort cutoff i Myers, FL. October 13, 2021 Conferencej` The conference is an opportunity for redevelopment registration fee professionals,elected officials and a increases p.m. 0 appointed officials after 5:00 p.m. on who oversee administering redevelopment(economic � �/////��l October 13, 2021 l '% % �a development) programs in Florida cities and coun- ties and community redevelopment agencies/CRAB %i r who have separate,dedicated trust funds that can be spent on redevelopment projects to meet in person. , Attendees at the conference will have opportunities y %i '! 01 i to enhance leadership skills, learn from municipal of experts,share ideas with peers,discuss strategies for Florida's future and hear about the latest in products � r, NOR, and services for redevelopment projects. 1� i j Don't miss this opportunity to learn, network and share. URA2021 poi 1 �� %j „%i%% //� 1 REGISTRATION FEES REGISTRATION EROOEOURES Full Registration(10/27-10/29) Online Registration - Credit Cards Only Member: $395.00; Non-member: $495.00 Visit redevelopment.net/2021-fra-annual-conference to access online registration and pay with your Visa, One Day Registration (10/27 or 10/28) Mastercard or American Express. You will receive your $325.00 conference confirmation immediately via email. Confer- ence confirmations include your registration informa- CRA Legal Workshops (10/29) tion, totals and registration number for your reference. $50.00 per session (no additional fee Please check your confirmation carefully to verify that with full registration) all information is correct, and inform the FRA immedi- ately of any errors. CRA Board Training Course (10/27) $50.00 Mail Registration - Checks Only To pay via check,fill out the registration form on page 7, Tours (10/27) attach your check for the appropriate fee and mail it to $50.00 per tour the Florida Redevelopment Association Annual Confer- ence, P.O. Box 1757, Tallahassee, FL 32302 by Awards and Academy Graduation Dinner(extra ticket) October 13,2021. Name badges and other information (10/28) can be picked up at the conference registration desk. $75.00 HOTEL INFORMATION Guest/Spouse Registration(spouse, partner or other nonprofessional relation) (10/27-10/29) Luminary Hotel&Co.in Fort Myers, FL $325.00 Many people have already made their hotel reservations for the FRA Annual Conference. Therefore, the hotel's re- Full registration and Guest registration fees cover your maining inventory is very limited. If you still need a hotel name badge;admission to all conference sessions and the reservation, you must register and pay for the conference exhibit hall, refreshment breaks, light continental breakfasts prior to receiving the hotel reservations link/code. The each day; Wednesday's Welcome Luncheon in the exhibit link/code will be attached to your paid confirmation. The hall; Wednesday's Welcome Reception in the exhibit hall; Luminary's room rate for conference attendees is $169.00 Thursday's Networking Luncheon in the exhibit hall;Thurs- per night, single or double. Parking fees are$8.00 for day's Awards and Academy Graduation Dinner and Friday's daily self-parking/overnight self-parking or$20.00/ legal sessions.Tours are an additional fee. NOTE: Registra- overnight for valet parking. Overflow hotel options will tion fees will increase by$100.00 per registration/guest for also be available with your paid registration. Should you all registrations made after October 13,2021. receive ANY calls or emails from anyone other than Heidi Hogarth regarding room rates and availability at the ho- CANOELLATI.ON POLICY tels, DO NOT respond. These are scam callers! Conference registration cancellation requests must be sent in SPECIAL NEEDS writing via email to hhogarth@flcities.com.All cancellations received in the FRA office by 5:00 p.m.,October l3,2021,will If you are physically challenged and require special receive refunds,minus a$50.00 cancellation fee. Refunds will services, or if you have special dietary needs (i.e., be issued after the conference.No refunds will be made after allergies or Kosher or vegetarian meals), please attach October 13,2021,or for early departure from the conference. a written description to your registration form. QUESTIONS? Contact Heidi Hogarth, Meeting Planner, Florida Redevelopment Association/ Florida League of Cities, Inc., 850.701.3605; hhogarth@f/cities.com 2 #FRA2021 (schedule and speakers subject to change) Restoration is underway at McCollum Hall,formerly a stop on the Chitlin'Circuit. Back in the day,this ven- 1:00 P.M. - 5:00 P.M. ue featured famous entertainers and musicians such Registration Desk Open as Louis Armstrong, Duke Ellington and Ella Fitzger- ald.You will also be able to tour the refurbished At- 3:00 p.m. - 6:00 p.m. lantic Coast Railway Depot, home of the Southwest FRA Board of Directors Meeting Florida Community Foundation and "Collaboratory." This site ties in the timeless history of Fort Myers and offers a place for nonprofits and other community WEDNESDAY, OCTOBER 2 7, 2021 members to work together to share ideas and initia- tives to help create a better Fort Myers. 7:30 a.m. - 6:00 p.m. Registration Desk Open 8:00 a.m. - 11:00 a.m. Walking Tour:Fort Myers tour with educational nar- 8:00 a.m. - 11:00 a.m. ratives of local history(additional fee of$50.00) Walking Tour: Historic Downtown Redevelopment Fort Myers' historic downtown area was one of the (additional fee of$50.00) first forts built as a base of operations against the As you walk on the brick streets that Thomas Edison Seminole Indians and then a Civil War fort. From once called home, you'll get to explore the Fort fort to dusty cattle town to the building boom of Myers historic River District and the redevelopment the Roaring '20s, from depression to post-World projects that have awakened the once-sleepy down- War II prosperity to urban decay,and ultimately to town into a thriving commerce and entertainment its modern incarnation as one of the most beautiful center. On this guided tour, you will have the op- historic districts in Florida, Fort Myers is a town rich portunity to go inside the restored Sidney and Berne in history, architecture,art and amenities.On this Davis Art Center. Its former use was a post office. It 90-minute walking tour, learn your way around this is now home to the Historic Arcade Theatre where charming town and the intrigues and rivalries of the the Florida Repertory Theatre Company performs. men who built it. They are touted in The Wall Street Journal as "One of America's Top Repertory Companies." Using tax in- 8:00 a.m. - 12:00 p.m. crement financing,the Fort Myers CRA has helped to CRA Board Training Course breathe new life into the downtown while increasing This is a general educational session designed for taxable values and improving public infrastructure. CRA staff, elected and appointed officials,volun- teers and advisory board members. It provides a 8:00 a.m. - 11:00 a.m. succinct overview of what you need to know that Bus Tour:Cleveland, Downtown and MILK you don't know in the universe of CRAs. Learn some (additional fee of$50.00) helpful practical, legal and administrative best prac- On this tour,you will have an opportunity to view tices for CRA policymaking success. three of our redevelopment areas: Downtown, Dr. Martin Luther King Jr. Boulevard and Cleveland Av- 11:00 a.m. - 7:30 p.m. enue.You'll see redevelopment at work,highlighting Exhibit Hall Open infrastructure improvements that increase the taxable values in our redevelopment area. During this tour,you 11:30 a.m. -12:45 p.m. will see how the Fort Myers CRA worked with a devel- Welcome Luncheon in the Exhibit Hall oper to transform a mobile home park into a vibrant mix-use community, now called Grand Central. 3 #FRA2021 12:45 p.m. - 2:00 p.m. 2:15 p.m. - 2:45 p.m. Welcome and Keynote Presentation Session:Considerations for Paid and Unpaid Welcome: The Honorable Kevin Anderson, Mayor, Curbside Parking City of Fort Myers This panel discussion will walk the audience through Keynote Speaker: Mike Sittig, Executive Director the City of Sarasota and the City of Fort Myers' op- Emeritus, Florida League of Cities portunity to redefine and sustain its public parking inventory, including the decision to implement a Mike Sittig began his employment paid parking program within its commercial park- with the Florida League of Cities in ing districts. From an array of stakeholder sessions 1970. He grew in knowledge, under- to going all in with pay-by-plate and pay-by-phone standing and appreciation of the technology solutions, the audience will experience League's issues and in his respect of the member- firsthand how to: improve the perception of public ship's commitment to Home Rule and further grew parking, understand the obstacles and challenges into one of the League's most valiant advocates. when moving from a free to a paid system, gain in- sight and ideas on overcoming objections to change After a brief stint as an assistant city manager with and plan for key considerations before committing the City of West Palm Beach, he returned to the to paid parking. League. As assistant executive director, he led the League's campaign for a constitutional amendment 3:00 p.m. - 4:00 p.m. related to unfunded mandates and worked on legis- Session:Transforming Communities and Adding lative reforms and initiatives for Florida's cities. Value Through Placemaking Expert panelists will discuss collaborative design In 1995, Mike was selected as the League's execu- and development techniques that create value while tive director. He continued his effective, efficient preserving and celebrating the history, heritage and and stalwart direction of the programs and projects culture of communities. through tremendous technological advances and the Great Recession. He served in this position until 4:15 p.m. - 5:45 p.m. his retirement in October 2020. Session: Partnering with Banks for Redevelopment Join the Federal Deposit Insurance Corporation and Mike's fairness, tenacity, wisdom and guidance have the Office of the Comptroller of the Currency for a led to well-deserved recognition locally,statewide discussion on partnering with banks for Redevelop- and among his national peers. He created a culture ment. Participants will hear about best practices and environment for this team that causes em- and examples of bank partnerships in community ployees to attain tenures rarely experienced. These and economic development, as well as have an achievements have led the League to be one of the opportunity to discuss their existing projects and largest state municipal leagues with unparalleled programs. success and a premier reputation. 4:15 p.m. - 5:45 p.m. 2:15 p.m. - 2:45 p.m. Session: Unscrambling MLEINTIMPEANOT... Session: Preventing Climate Gentrification and IMPLEMENTATION Increasing Social Equality through Affordable and Is your plan on a shelf? A successful plan must Resilient Transient Oriented Development begin with a vision on the front end and include Every community in Florida is faced with a hous- the right implementation structure on the back ing crisis compounded by climate change and end. In this session, we will unscramble the neces- racial inequities. See how the JPMorganChase PRO sary steps to establish the structure for successful Neighborhoods award-winning South Florida Hous- implementation. ing Link is building affordable,sustainable, resilient communities near transit utilizing UrbanFootprint 6:00 p.m. - 7:30 p.m. and other groundbreaking technologies. Welcome Reception in the Exhibit Hall 4 #FRA2021 think outside the box. This session will explore the history of two CRA areas, provide an overview of 7:30 a.m. - 3:00 p.m. the approach to the analysis and its results, as well Registration Desk Open as discuss the outreach strategy developed for stakeholders that ultimately can lead to a County 7:00 a.m. -1:00 p.m. approving a city's proposal. Exhibit Hall Open 10:30 a.m. -11:30 a.m. 7:00 a.m. - 8:00 a.m. Session:Annual Reporting Template Update and Light Continental Breakfast in the Exhibit Hall Best Practices Have you been using the FRA Annual Report 8:00 a.m. - 9:00 a.m. spreadsheet? Do you have questions or possible Session:Affordable Housing Challenges and improvements that you would like to discuss? Meet Solutions to review the application and discuss its use and With a strong Florida economy, the lack of avail- possible improvements with your fellow redevelop- ability of affordable housing for low- and middle- ment users. We will be collecting user improvement income households has become a top issue for requests at this meeting. many communities. This session will feature a panel of experts led by the University of Florida Shimberg 11:30 a.m. -1:00 p.m. Center for Housing discussing the causes, trends Networking Luncheon in the Exhibit Hall and current efforts to address the need for afford- able housing. 1:00 p.m. - 2:15 p.m. Keynote Presentation: Harness the Power of 8:00 a.m. - 9:00 a.m. Generational Change Session: Unanswered Questions Make Incentive Keynote Speaker: Kim Lear Plans Look Suspicious Kim Lear is a writer and researcher 9:15 a.m. -10:15 a.m. who explores how emerging trends Session: Funding CRA Projects- Economic ROI impact our workforce and market- Successful redevelopment requires a solid plan that place. As the founder and content can pave the way for attracting the private invest- director of Inlay Insights, Kim uncovers cultural ment that can best support the plan goals and shifts that revolutionize how organizations engage provide long-term benefits to a city's quality of life. employees and consumers. She uses a mix of data, Learn methods and means to achieve the funding storytelling, humor, and actionable takeaways to required to implement your most ambitious plan discuss trends that most impact organizations' bot- elements. tom line. 9:15 a.m. -10:15 a.m. A researcher at her core, Kim employs eye-opening Session:Giving Your CRA a Voice statistics and mixes them with stories and case This session will explore ways to up your social studies to make her message come alive. She has media presence and tips on how to better com- been featured on NPR, The Wall Street Journal, municate the great work that your CRA is doing to The Huffington Post, USA Today, TIME magazine improve your redevelopment area. and more. She was the head of research on a new book published by Harper Collins about Gen Z, the 10:30 a.m. -11:30 a.m. teenage demographic. Kim is in her ninth year of a Session: Using Fiscal and Economic Analysis to longitudinal study on leadership. Make Your Case In order to convince a County of the economic and 2:15 p.m. - 2:30 p.m. fiscal benefits of creating the CRA, one needs to Annual Membership Meeting s #FRA2021 2:45 p.m. - 4:15 p.m. with one's agency,1%statutory rule on conflicts of Session: Brownfields Speed Dating interest test, public records and social media les- This session will provide an opportunity to hear from sons learned and sunshine and financial disclosure seasoned CRA Directors, Brownfields Developers, for CRA board members and volunteers. Brownfields Consultants and the President of the Florida Brownfields Association on a broad range of 8:00 a.m. - 9:15 a.m. Brownfields topics.These include Brownfields grant CRA Legal Workshop: Legal Reporting funding and incentives, leveraging private sector Requirements for CRAB capital and tax increment financing through Brown- (additional fee of$50.00 if not attending conference) fields Redevelopment,as well as multiple innovative This course is geared toward CRA Attorneys and Brownfields projects within CRAB. others who want to learn about new CRA reporting rules in CS/HB 9 passed by the Florida Legislature 2:45 p.m. - 4:15 p.m. in 2019. We will share tips and best practices for Session: Innovations and Healthy Mixed-Use compliance and discussion of the CRA reporting re- Opportunities quirements under Chapters 163 Part III (community Mixed-use development is the key to downtown redevelopment agencies) and Chapter 189 (special revitalization. Guiding successful development is districts). our public realm, which has always been central to that elusive thing we call placemaking. Case studies 9:30 a.m. -11:00 a.m. that relied heavily on incentives and have proven to CRA Legal Workshop:"Hot"Legal Issues in be the catalyst of a redevelopment transformation Redevelopment will be highlighted. (additional fee of$50.00 if not attending conference) Join us as we hold an ad hoc redevelopment "hot 6:00 p.m. - 9:00 p.m. legal topics"session. We will have our best CRA Awards and Academy Graduation Dinner legal minds discuss their list of "need to know" opinions on topics like eminent domain, ethics, public meetings and more. Provided only during FRIDAY, OCTOBER 29, 2021 this session will be a detailed take-home listing of CRA-related Florida Attorney General opinions, 7:00 a.m. -10:30 a.m. court cases and legislative history of Chapter 163, Registration Desk Open Part III, Florida Statutes. 7:00 a.m. - 8:00 a.m. 9:30 a.m. -11:00 a.m. Light Continental Breakfast CRA Legal Workshop:CRA Legal Issues for Financial Audits 8:00 a.m. - 9:15 a.m. (additional fee of$50.00 if not attending conference) CRA Legal Workshop: Ethics Laws for The law passed by the 2019 Legislature contains Redevelopment new provisions for CRA annual financial audits. This (additional fee of$50.00 if not attending conference) course is geared toward finance, audit and CRA This workshop is geared toward CRA Attorneys staff who are involved with CRA audits. We will and others who want to learn about ethics require- be covering the audit requirements, share tips and ments specific to CRAB, as well as general require- best practices for compliance and discuss CRAs, ments for all governments. The instructors who are the auditor general guidelines and audit engage- members of the Florida Bar will break down basic ment practices. Learn how CRAs must comply ethics requirements for CRA practitioners, board from an auditing standpoint with Florida Statutes members and volunteers who work with com- s.163.387(6) and (7) effective October 1, 2020. munity redevelopment agencies in Florida. Topics will include general and ethics opinions, gift laws, 11:00 a.m. conflict of interest law for CRAs, doing business Conference adjourns 6 #FRA2021 REDEVELOPMENT Luminary Hotel & Co. - Fort Myers, FL - October 27-29, 2021 Florida Redevelopment Association P.O. Box 1757 - Tallahassee, FL - 32302-1757 - 850.701.3605 - hhogarth(aficities.com Paying by credit card(Visa,Mastercard,American Express): Special Needs: If you require special services or have dietary Register with the following link:redevelopment.net/2021-fra- needs, please attach a written description to your registration annual-conference form. Paying by check: Return the completed form with check Cancellation Policy:Cancellations must be submitted in payment to Florida Redevelopment Association, P.O. Box writing and received by 5:00 p.m. on October 13, 2021. 1757, Tallahassee, FL 32302-1757. Complete one form per Please email cancellation requests to hhogarth@flcities.com. registration. Refunds will be issued after the conference minus a $50.00 administrative fee. There will be no refunds for "no shows" Registration deadline:October 13, 2021. After October 13, or cancellations after October 13, 2021. 2021, and any on-site registrations are subject to a $100.00 fee increase. Full Name: Nickname (for badge): Title: Organization: Email: Phone: Guest/Spouse(if purchasing): Nickname(for badge): REGISTRATION TYPE MEMBER NON-MEMBER TOTALS Full Registration(10/27-10/29) $395.00 $495.00 One-Day Registration(10/27 or 10/28)(circle one) $325.00 $325.00 CRA Board Training Course(10/27 8:00 a.m.) $50.00 $50.00 Tour(walking):Historic Downtown Redevelopment(10/27 8:00 a.m.) $50.00 $50.00 Tour(walking):Fort Myers Walking Tour with Narratives of Local History(10/27 8:00 a.m.) $50.00 $50.00 Tour(bus):Cleveland, Downtown and MLK(10/27 8:00 a.m.) $50.00 $50.00 CRA Legal Workshop:Ethics Laws(if not attending conference) $50.00 $50.00 CRA Legal Workshop:Legal Reporting (if not attending conference) $50.00 $50.00 CRA Legal Workshop:Hot Legal Issues(if not attending conference) $50.00 $50.00 CRA Legal Workshop:CRA Legal Issues (if not attending conference) $50.00 $50.00 Guest/Spouse(10/27-10/29) $325.00 $325.00 Extra Ticket Awards and Academy Graduation Dinner(10/28 6:00 p.m.) $75.00 $75.00 (if attending dinner only/not attending conference) TOTAL $ 7 #FRA2021 swJal ueoI luee Md-GIIIA luawyaelly swial ueol jueg(ll-:)IIIA luawg3elld swial ueol jueg lslnal-9IIIA luawyaelid swial ueol jueg IeuolleN AalleA-VIIIA luawy:)elly anuaAV uea30'3 US pue SIS ITIS le paleaol sal:padoad 04110 aseyaind ayl ao}a;epdn;aaroid '991 W311 vaN39V 9SZ£-LEL-T9S anuaAV ueaaO'3 OOT'sjagwey:)IleH Alli pue IfulleaW oulluo aeulgaMolog Wd 0£:S-TZOZ'ttT jagwaldas`Aepsanl NullaoW pjeog AauaBV luawdolanapag Allunwwo:) IN � '`1iOINAOU rtrt,ii„t, DUON :SHO,LNVMVIIJ •sallladoad osagl uo sluaa pug soseol due jo luauzuSlssu uu aalnboa osle I[im:lueg aqy'S6b££UPuo13`gogag uoludog ul anuaAV ueaop 'g 6ZS P-S IS`I IS je paieool sSulplmq pug puel aql uo agu2pom aleiso lean isig V :,lvH3LLv I'IO3 lunouie ueo l leug aqi jo%S£' :dug mvo l NVB pox!d`%b :H.LV JL.LsJHHLAII Sulsolo jo alep aqj uwaJ saead S :a.LVa A.LMJ.Vw— •(„ueo-I„)anleA paspiddu pamalAaa pue paidaooe *ueg ao aoud asegoand [uioi oqi 3o aossal oqi,Io %5L paaoxa of jolt :J.AIlIOL1IV N v'o'I •epuol3`gogag uoiudog ul anuaAV ugaop.g 6Z9 Pug STS`I IS le pajgool sagaadoad Ieljuapcsaa/letoaaunuoo aaagl,lo asegaand aqj gi�m isisse o,l, :HSOdmad (V21D)douaSV juauidolanapag.SilantUWOD goeag uoludog :gIMOUIOg qualdloaa aqj dq pajd000e sl aallal sigi aagpagm 3o ssalpaeSaa anlioaga oq Reqs Suipooaid oqi ui gjaol las luowoaAlo dlllerjuopguoo otU meI dq paainbaa se pue `slsgq Irguopguoo e uo slugjun000e pug saos!Ape lepumg `lasunoo leSal `saauwd sil of mmoaaog aqi dq ldaaxa `aaluM jo juasuoo uallum loud aqj inogilm dlaed palgl dug of posoloslp oq jou lieqs Puu'IVI LNgGIjXoo om uinpueaomaui slgl Io aaualsixa ao sivaiuoa agl `uolllppe ul AnH IeuoPelq dallgA 3o Ind aqj uo pual of uollogllgo ao juaugluuuoo Sulpulq dllesal a a1mo jou op pug o1 popuolui jou an pue Suloueug IgRuaiod 3o uoissnoslp ojejlllMJ of paluasaad am suuaj Sulmolloj aqj,•(„aamoaaog„)V do douogV juavadolaeap -H diiuniumoo goeag uoludog agi of aaptsuoo pinom(„olueg„)3lueg IguollUx dalleA 1¢111 suoglpuoo pug suual Suimollo3 aql ap!Aoad of posgald un I :ijngS•sW=(I Suloueuid maM ao3 lusodoid:a-d S£b££zp!joI,4`gagag uoludog demgSM I-aPa3'M OIL (V31o)douaSV juouidolanapa21 dllunuauo3 goeag uoludog aoloaalQ aAllnoaxg uivaluI`ungS Atigl:W1V IZOZ`£aaquTaldaS .zapaz uo>ag.iaplsuoj xusg .d MA REPAYMENT STRUCTURE: 60 monthly payments of principal and interest based on a straight 25-year mortgage style amortization. PREPAYMENT PENALTIES: None PRELIMINARY CONDITIONS • Subject to a current appraisal,by a Bank approved appraiser,evidencing a maximum loan to value ratio not to exceed the lesser of 75%of the total purchase price or Bank accepted and reviewed appraised value. • Receipt and review of a current Phase I Environmental report by a Bank approved firm. • Receipt and review by Bank's Credit and Risk Management area of any executed leases. • All risk insurance and flood insurance(if applicable),appropriately assigned to the Bank. • Defined Loan repayment source in the Borrower's annual funding budget. • Borrower will need to establish a depository relationship and maintained through the life of the loan. • Receipt and review of executed Purchase Contract • Other conditions as determined during the Bank's Credit and Risk underwriting process. These terms are for discussion purposes only.This is not a formal commitment or a promise to lend at a future date.A formal commitment to lend will be issued upon final approval by the Bank's Credit and Risk Management team.Please contact me directly at(561)776-6534 to discuss this letter in greater detail and thanks again for the opportunity to be involved in this new acquisition. Sincerely, Digitally signed by Nevad Cher"—d,Cher r DMe:1027.09.0808:56:59 -04'00' Cher Nevad,Vice President Commercial Lending Palm Beach County A1gIAgH'IVOg'I lAIOIJ.V,Lr awflaou IZOZ`I-q--M :NOI.LVmaxa alva AllBuad lnotRyA atutl Auu le ologtA ut olguAedald :SbN al ,LNaWAVd3[dd slummossu u[o11 panuap sanuanal;o o2p3ld :A.LRIIIOgS 09£/0£ :NOLLV TIl0'IVO g,LvH.LSg2I umi jun—V:Iu t uo ud IunuuV:isalalul :S.LIriHFuvd pagtluna xuug-uoH—id-axg xu.L :SfI LV.LS XV.L (uotldO 1uaA S)%60'1 (uotldo-Ok£)%88'0 (uopdo-oA Z)%£8'0 mvu,LsaHaLm SROA 5 s18aA£ sreaA Z :Pmai. 00'000`009`£$ :LIrII owv aloNanuanag IZOZ :13ar02Id („lamorlog )Zd`Ao-2V lua-dolanapag Altununuo3 g08ag uoluAog agl Aq polsonbal Suiaueug aql ioj Iusodoid stgl iajjo of pasuald sl (,,iapuaz„)xuug istrul :IM*SW 190(1 S£b££,M` -ou-IUAog bold qib 'OAV U13230'El 001 `AouoSV lua-dolanapag 14!un--o0 gouag wgmu og IIIH ILIO?A'sW IZOZ`6lagaraldaS 66L11,96 070L)-d OOLI-t,96(BOL)auogd LIZ8ZBullol D'PO `all01-0 P-Aalnog R-ld ARAM-d OE 19 a0ueut3 iuluauI=AOD faudmoa;snxy ag Sun luug gaugzg FUNDING: The financing shall be fully funded at closing and allow for a maximum of four funding disbursements in the form of wires or checks. DOCUMENTATION: It shall be the responsibility of the Borrower to retain and compensate counsel to appropriately structure the financing documents according to Federal and State statutes.Documents shall include provisions that will outline appropriate changes to be implemented in the event that this transaction is determined to be taxable in accordance with the Internal Revenue Code.These provisions must be acceptable to Lender. In the event of default,any amount due, and not yet paid, shall bear interest at a default rate equal to the interest rate on the 2021 Revenue Note plus 2%per annum from and after five(5)days after the date due. Lender shall also require the Borrower to provide an unqualified bond counsel opinion,a no litigation certificate,and evidence of IRS Form 8038 filing.Lender and its counsel reserve the right to review and approve all documentation before closing.Lender will not be required to present the bond for payment. REPORTING REQUIREMENTS: Lender will require financial statements to be delivered within 270 days after the conclusion of each fiscal year-end throughout the term of the financing or in accordance with state requirements. Lender shall have the right to cancel this offer by notifying the Borrower of its election to do so(whether this offer has previously been accepted by the Borrower) if at any time prior to the closing there is a material adverse change in the Borrower's financial condition,if we discover adverse circumstances of which we are currently unaware,if we are unable to agree on acceptable documentation with the Borrower or if there is a change in law(or proposed change in law)that changes the economic effect of this financing to Lender. Costs of counsel for the Borrower and any other costs will be the responsibility of the Borrower. The stated interest rate assumes that the Borrower expects to borrow more than $10,000,000 in the current calendar year and that the financing will qualify as tax-exempt financing under the Internal Revenue Code. Lender reserves the right to terminate this bid or to negotiate a mutually acceptable interest rate if the financing is not tax-exempt financing. We appreciate the opportunity to offer this financing proposal.Please call me at(803)4134991 with your questions and comments. We look forward to hearing from you. Sincerely, Truist Bank � zf ! --- Andrew G.Smith Senior Vice President lov a4l 41!m aauep1030e w 1amolog a4l Apluapl of lapue-1 mope!!!m leg;uopewioju!1a410 pus 1amolog agi jo ssalppe pus aweu 041 sapn!oul uo!lewlo;u!gopm'1amolog aq;seg!luap! 1e41 uo!lewiolu!plooal pus A;uan lu!elgo of p9nnbei s!{!'1ov a4110 sluawannbal ag1 o1 luenslnd 1e411amo1og agl sagnou Aga1a4 pue(„lov„a4l) ((LOOZ'9Z lagoloo mel olu!pau6!s)(99-LOL•l•qnd to In ami)lav 1omed vsn all 10 sluawal!nbal a4l of loafgns s!lapue-I•aalloN loy 1014ed mueg 941 of A1oloelsws A4geuose9l uo!leluawnoop Ile 10/dpaow pus uo!lnoaxe a41'sa!11ed al!s!nbaj lie w01 s!enadde pe jo 1d!eoel'awa6!!!p enp lie jo uo!la!dwoo'lenodde pus Bu!lunvapun 11pajo lewlol a;o uo!leldwoo a4l pun A1!!!oe;l!pan pasodod Aue owl lalue o1 pa1!nbal aq lou llegs Weg 9041:fir�Tv Alleuad luawAedald ino4l!m awl;Aue is pledald aq ueo ueol'1a7jea eqj.•96en6uel uolsiAod alo4M aNelNl s,Nue8 of loafgns sgluow g l to pouad Is fol luawAedaid palnpagosun Apea of pasolo aq pim sa!il1!3el ueol Ilv :9691IN1d luawAedeU jedioulJd pelnpagosun Alae3 %OE-£to ales jeui6uo luanno-SA%££-L to ales an1le31pul •£ %99-Z to alej ueol leul6uo luajino sn%g0'L to ales anlleolpul 'Z %9LL to aled ueol anlleolpul ) ala-a)-, Av.113ed a4l to jolueien6 se Al!o eqj to asealai mope pue 1amaliog 101 s6u1nes awos aleaau96 of(9 LOZ sagas)ueol Dual 6uils!xe aoueuga�l '£ 'Alllioed a4l to aoluejen6 se Apo eqj to aseelej nnolle pue jemcujo8 aol s6u1aes awos aleaaua6 of(Z LOZ salsas)ueol uual 6ulislx9 aoueugeu -Z -ueld luawdoleAepeu s,lamomg to lied se esn shin)fol Apadold alelsa lean to uo!i!slnboe s,aamcuiog aol 6uipunl mau ap!Aoud 980fund ueo-1 algexei •£ idw9x8 xel p91i!lenp�ue8-uoN •Z ueo-1 9198x81 -L p-ct i 10 if] -L 0o0'OL L'£$of do £ 000'6£tr'L$of d(1 'Z 000'000'9$of d(1 Aue8a 941)'b'N'NUes 41 p1 a (.l9vno.uo8,,a4110 ,V,8089,,)Vi:10 4oea8 uoluAoq 0 �8 juee eqj to luasuoo uag!1m loud a41 1no41!m'uognlgsu!le!3ueug 1a410 Aue 6u!pnl3u!'Abed 1a410 Aue 41!m palegs aq jou Aew pue leguapyuoo p!a4 aq of s!Alewwns s!ql -a6ue4o Aew sseu!snq 1noA of 1!paao pualxa 146!w�uee a414o!4m uodn suo!:V.puoo pue suuel lenloe a41 -molaq pau!pno sa!Al!oel a411ol Imidde 1!p8r3 pan!a3a110 146nos lou s84>lueg 841'suo!l!puo3 pue sw1a1 ang!ugap l0 luaw9al6e 43881 0110 pus1 of luaug!wwoo 10 lu9waaa6e'Jago us alnl!lsuoo lou op pue aouaaa;aJ to GOua!uanuoa jol pue Aluo sasodind uo!ssnos!p fol pap!n31d sie u!a1a4 pezuewwns suog!puo3 pus suual 49M!e!lualod to uopduosep 841 pap!nad ane4 noA uogeuuolu! 841 uo peseq luawssasse A1eu!w!leld 8 pawloped sAe4 eM •spasu 6u!oueug 1noA fol VN Iuee p1 6uuap!suoo fol noA jue41 n �� Repayment 1. Interest payments will be due monthly; and principal repayment based on a level principal amortization schedule shall be due on October 19t of each fiscal year. 2. Interest payments will be due monthly; and principal repayment based on same existing amortization as currently in place for Loan 2 will be on October 191 of each fiscal year. 3. Interest payments will be due monthly; and principal repayment based on same existing amortization as currently in place for Loan 3 will be on October 1 at of each fiscal year. trRY 1,2,3) October 1,2026. Fees All reasonable legal fees and expenses required to close the Facilities to be paid by the Borrower. Legal fees estimated are TBD. §9RUM-6-ty, Pledge of Borrower's Gross Tax Increment Financing(TIF)revenues. Covenants/Terms Satisfactory due diligence items and the execution and delivery of definitive loan Conditions documents with representations,and conditions customarily used by the Bank in transactions of this type to reflect final terms,which may include,without limitation: • 1.5x Standard Ad Bonds Test(Gross TIF) • 1.10x Annual DSC(Net TIF—excluding the noted Contractual Payments to the City,TIFRA,etc.) • Full&Explicit Subordination of the payments noted above will also be required. • MFN Clause Financial Statements Reporting requirement similar to the existing loans with Banks. All standard representations,warranties,rights and remedies in the event of default that are acceptable to the bank. Thank you for pursuing your financing needs with TO Bank,N.A. DI„5t;,LOS„URE;The Bank shall not be required to enter into any proposed credit facility until the completion of a formal credit underwriting and approval,completion of all due diligence,receipt of all approvals from all requisite parties,the execution and receipt of all documentation reasonably satisfactory to the Bank.The Bank complies with the US Patriot Act of 2001(the'Act'), Including,but not limited to;those sections relating to customer identification,monitoring and reporting of suspicious activities,and the prevention of money laundering.The Act requires the Bank to verify certain information about the borrower and if applicable,any guarantors,while processing any credit request aoueuid ailgnd 'Iuapisaad a31A aoivaS 'spiesai Isag -peva sigl jo idpow anoA waijuo:)aseald �puajaam Aea aogel Inpapuom e aneH -suoissnosip aay:wnl awoaIam pue A}iunlioddo siql aol noA Nueq am'uieSv 'DNd le japaq Alleaiwouoaa aq llim digsuoijelai Suijueq pue ueol VH:)aqj anallaq am uagl'lesodoid ueol aaeld puoaas aq;Jano asuadxa Isaialui jo jeaA/OOS'£$uegj ssal ou VSD aqj saves pue DIN ueoJ jsamoj aqj 41!m VU:)aqj sapiAo.rd DNd 11 'saoiAaas awes aqj joj saaj jueq ui (Allenuue ggt,'E$ ao) q uow/68z$Alaiewixoadde saiewilsa haus wial ano o}pagoel;e ewao}ojd juawaDeuew Ainseaa}aqj aaijou llim noA •saaiAJas juawaSeuew Ainseail Aliep inoA aol saa}ou sAed Alluajano VaD aql puelsiapun aM *guiaajjo ueol ano jo juawaiinba.i a si alepuew diysuoi}elai Suilueq a jeqj aailou llim noA •maiAaa jnoA uodn aneq Aew noA swali paleilogau jo,suoi}sanb Aue aamsue pue ssaappe of Addeq aie aM •maiAaa inoA aol suoil!puoa pue swial}o Aaewwns.ino papelle puIJ aseald -ueol jueq pa}sanbai aql jo waol aqj ui yea peag uojuAog aq}of;joddns panuiluoa ino aa}}o ol A}iunlaoddo aq;jol noA quegj DNd 'X)lA UOOUJD34E poop asuodsay jueg DNd-ueoq jueg WW}r$dao gaeag uoluAog:;safgnS jjiA'gliwS:<{ a t >An4i']1ngs < -sem aver a >eaegor'suiuar:3:) Wd£O:ZT LZOZ'£o aagwaldaS'Aepuj quaS selogoiN'alloAV:LuOJd •ainsopsip:)ilgnd of hafgns aq Am ssaappe view-a anoA pue uoile:)iunwwo:)1iew-a anoA'aaojaaag1 •spaoaaa ailgnd aae sassaippe pewa Wel sp,ioDa.i epuol j japun ainsopsip of laafgns aq Aew Iiewa eiA aw of aauapuodsaaaon lie pue ones spioaaa aggnd peoaq e seq ep!J j legl pasiApe aq aseald YT MA T L-LZ19CSS0 7p £, e Fd# w i YD IP = !9s1? ,=d 3 z.�S.£dz t asty£as,=,I'I t: p".d,#,o.-: #.£.,�3�` �,F...) ave ■ (q aged le T-L 4deigeied)s4:)a;ap awl. o MIAMI MAtins ONV 31111 • W'0,0 ..,.JNO 3S')CK]INHIANP ...HU,cIG 1.1 -ld(DP'.cs, S,' .,K)?,,10',,, CM ,.,,. 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